Item 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements and Financial Statement Schedules
- Financial Statements
The following report and Consolidated Financial Statements of the Company are contained in Part II, Item 8 hereof:
Report of Independent Registered Public Accounting Firm
Statements of Consolidated Earnings - years ended June 30, 2018, 2017 and 2016
Statements of Consolidated Comprehensive Income - years ended June 30, 2018, 2017 and 2016
Consolidated Balance Sheets - June 30, 2018 and 2017
Statements of Consolidated Stockholders' Equity - years ended June 30, 2018, 2017 and 2016
Statements of Consolidated Cash Flows - years ended June 30, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
- Financial Statement Schedules
| Page in Form 10-K | |||
| Schedule II - Valuation and Qualifying Accounts | 93 |
All other Schedules have been omitted because they are inapplicable, are not required or the information is included elsewhere in the financial statements or notes thereto.
(b) Exhibits
The following exhibits are filed with this Annual Report on Form 10-K or incorporated herein by reference to the document set forth next to the exhibit in the list below:
| 3.1 | Amended and Restated Certificate of Incorporation dated November 11, 1998 - incorporated by reference to Exhibit 3.1 to the Company's Registration Statement No. 333-72023 on Form S-4 filed with the Commission on February 9, 1999 |
| 3.2 | Amended and Restated By-laws of the Company - incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 3, 2016 |
| 4.1 | Form of Indenture between the Company and Wells Fargo Bank, National Association, as trustee - incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-3 (No. 333-206631), filed on August 28, 2015 |
| 4.2 | Form of First Supplemental Indenture between Automatic Data Processing, Inc. and Wells Fargo Bank, National Association, as trustee - incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 15, 2015 |
| 4.3 | Form of 2.250% Senior Note due 2020 - incorporated by reference to Exhibit A to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 15, 2015 |
| 4.4 | Form of 3.375% Senior Note due 2025 - incorporated by reference to Exhibit B to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 15, 2015 |
| 10.1 | 364-Day Credit Agreement, dated as of June 13, 2018, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., Citibank, N.A. and MUFG Bank, Ltd., as Syndication Agents, and Deutsche Bank Securities Inc. and Barclays Bank PLC, as Documentation Agents - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 13, 2018 |
| 10.2 | Five-Year Credit Agreement, dated as of June 14, 2017, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., Citibank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, and Deutsche Bank Securities Inc. and Barclays Bank PLC, as Documentation Agents - incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 14, 2017 |
| 10.3 | Five-Year Credit Agreement, dated as of June 13, 2018, among Automatic Data Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., Citibank, N.A. and MUFG Bank, Ltd., as Syndication Agents, and Deutsche Bank Securities Inc. and Barclays Bank PLC, as Documentation Agents - incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 13, 2018 |
| 10.4 | Separation and Distribution Agreement, dated September 29, 2014, by and between Automatic Data Processing, Inc. and CDK Global Holdings, LLC - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 1, 2014 |
| 10.5 | Amended and Restated Supplemental Officers Retirement Plan - incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 (Management Compensatory Plan) |
| 10.6 | Automatic Data Processing, Inc. Deferred Compensation Plan, as Amended and Restated Effective September 15, 2016 - incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 (Management Compensatory Plan) |
| 10.7 | Automatic Data Processing, Inc. Change in Control Severance Plan for Corporate Officers, as amended - incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan) |
| 10.8 | Automatic Data Processing, Inc. Amended and Restated Employees’ Savings-Stock Purchase Plan - incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan) |
| 10.9 | Automatic Data Processing, Inc. Executive Retirement Plan - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan) |
| 10.10 | Automatic Data Processing, Inc. Retirement and Savings Restoration Plan - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan) |
| 10.11 | Automatic Data Processing, Inc. Corporate Officer Severance Plan - incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan) |
| 10.12 | Automatic Data Processing, Inc. Amended and Restated 2008 Omnibus Award Plan (the "2008 Omnibus Award Plan") - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (Management Compensatory Plan) |
| 10.13 | French Sub Plan under the 2008 Omnibus Award Plan effective as of January 26, 2012 - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 (Management Compensatory Plan) |
| 10.14 | Amended French Sub Plan under the 2008 Omnibus Award Plan effective as of April 6, 2016 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan) |
| 10.15 | Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Non- Employee Directors) for grants prior to November 12, 2008 - incorporated by reference to Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008 (Management Compensatory Plan) |
| 10.16 | Form of Deferred Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (Management Compensatory Plan) |
| 10.17 | Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Non- Employee Directors) for grants beginning November 12, 2008 - incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan) |
| 10.18 | Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Employees) - incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan) |
| 10.19 | Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (Management Compensatory Plan) |
| 10.20 | Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan) |
| 10.21 | Form of Restricted Stock Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan) |
| 10.22 | Form of Stock Option Grant under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan) |
| 10.23 | Form of Performance-Based Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (Management Compensatory Plan) |
| 10.24 | Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan) |
| 10.25 | Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan) |
| 10.26 | Form of Performance-Based Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan) |
| 10.27 | Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2017 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 (Management Compensatory Plan) |
| 10.28 | Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2017 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 (Management Compensatory Plan) |
| 10.29 | Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2017 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 (Management Compensatory Plan) |
| 10.30 | Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2018 (Management Compensatory Plan) |
| 10.31 | Separation Agreement and Release, dated June 13, 2018, by and between Ed Flynn and Automatic Data Processing, Inc. |
| 21 | Subsidiaries of the Company |
| 23 | Consent of Independent Registered Public Accounting Firm |
| 31.1 | Certification by Carlos A. Rodriguez pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
| 31.2 | Certification by Jan Siegmund pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
| 32.1 | Certification by Carlos A. Rodriguez pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification by Jan Siegmund pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | XBRL instance document |
| 101.SCH | XBRL taxonomy extension schema document |
| 101.CAL | XBRL taxonomy extension calculation linkbase document |
| 101.LAB | XBRL taxonomy label linkbase document |
| 101.PRE | XBRL taxonomy extension presentation linkbase document |
| 101.DEF | XBRL taxonomy extension definition linkbase document |
AUTOMATIC DATA PROCESSING, INC.
AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
| Column A | Column B | Column C | Column D | Column E | |||||||||||||||||
| Additions | |||||||||||||||||||||
| (1) | (2) | ||||||||||||||||||||
| Balance at beginning of period | Charged to costs and expenses | Charged to other accounts (A) | Deductions | Balance at end of period | |||||||||||||||||
| Year ended June 30, 2018: | |||||||||||||||||||||
| Allowance for doubtful accounts: | |||||||||||||||||||||
| Current | $ | 49,561 | $ | 21,443 | $ | 5,546 | $ | (25,208 | ) | (B) | $ | 51,342 | |||||||||
| Long-term | $ | 803 | $ | — | $ | (293 | ) | $ | — | (B) | $ | 510 | |||||||||
| Deferred tax valuation allowance | $ | 9,406 | $ | 38,937 | $ | (325 | ) | $ | (2,013 | ) | $ | 46,006 | |||||||||
| Year ended June 30, 2017: | |||||||||||||||||||||
| Allowance for doubtful accounts: | |||||||||||||||||||||
| Current | $ | 38,111 | $ | 27,660 | $ | 1,692 | $ | (17,901 | ) | (B) | $ | 49,561 | |||||||||
| Long-term | $ | 547 | $ | 260 | $ | 89 | $ | (93 | ) | (B) | $ | 803 | |||||||||
| Deferred tax valuation allowance | $ | 15,369 | $ | 892 | $ | (1,754 | ) | $ | (5,101 | ) | $ | 9,406 | |||||||||
| Year ended June 30, 2016: | |||||||||||||||||||||
| Allowance for doubtful accounts: | |||||||||||||||||||||
| Current | $ | 35,493 | $ | 18,626 | $ | (265 | ) | $ | (15,743 | ) | (B) | $ | 38,111 | ||||||||
| Long-term | $ | 634 | $ | 216 | $ | 93 | $ | (395 | ) | (B) | $ | 547 | |||||||||
| Deferred tax valuation allowance | $ | 23,707 | $ | 1,364 | $ | (1,022 | ) | $ | (8,680 | ) | $ | 15,369 |
(A) Includes amounts related to foreign exchange fluctuation.
(B) Doubtful accounts written off, less recoveries on accounts previously written off.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AUTOMATIC DATA PROCESSING, INC. | |||
| (Registrant) | |||
| August 3, 2018 | By | /s/ Carlos A. Rodriguez | |
| Carlos A. Rodriguez | |||
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Carlos A. Rodriguez | President and Chief Executive | August 3, 2018 | ||
| (Carlos A. Rodriguez) | Officer, Director | |||
| (Principal Executive Officer) | ||||
| /s/ Jan Siegmund | Chief Financial Officer | August 3, 2018 | ||
| (Jan Siegmund) | (Principal Financial Officer) | |||
| /s/ Brock Albinson | Corporate Controller | August 3, 2018 | ||
| (Brock Albinson) | (Principal Accounting Officer) | |||
| /s/ Peter Bisson | Director | August 3, 2018 | ||
| (Peter Bisson) | ||||
| /s/ Richard T. Clark | Director | August 3, 2018 | ||
| (Richard T. Clark) | ||||
| /s/ Eric C. Fast | Director | August 3, 2018 | ||
| (Eric C. Fast) | ||||
| /s/ Linda R. Gooden | Director | August 3, 2018 | ||
| (Linda R. Gooden) | ||||
| /s/ Michael P. Gregoire | Director | August 3, 2018 | ||
| (Michael P. Gregoire) |
| /s/ R. Glenn Hubbard | Director | August 3, 2018 | ||
| (R. Glenn Hubbard) | ||||
| /s/ John P. Jones | Director | August 3, 2018 | ||
| (John P. Jones) | ||||
| /s/ Thomas J. Lynch | Director | August 3, 2018 | ||
| (Thomas J. Lynch) | ||||
| /s/ Scott F. Powers | Director | August 3, 2018 | ||
| (Scott F. Powers) | ||||
| /s/ William J. Ready | Director | August 3, 2018 | ||
| (William J. Ready) | ||||
| /s/ Sandra S. Wijnberg | Director | August 3, 2018 | ||
| (Sandra S. Wijnberg) |
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