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AUTOMATIC DATA PROCESSING INC
FORM 10-K
(Annual Report)
Filed 08/07/15 for the Period Ending 06/30/15
Address ONE ADP BOULVARD
ROSELAND, NJ 07068
Telephone 9739747849
CIK 0000008670
Symbol ADP
SIC Code
7374 - Computer Processing and Data Preparation and Processing Services
Industry Business Services
Sector Services
Fiscal Year 06/30
http://www.edgar-online.com
© Copyright 2015, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ... ADP BOULVARD ROSELAND, NJ 07068 9739747849 0000008670 ADP 7374 - Computer Processing and Data Preparation and Processing Services Business Services Services 06/30 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted...

  • Page 2
    ... knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . [ ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting...

  • Page 3
    ... 14. Part IV. Item 15. Signatures Exhibits, Financial Statement Schedules 79 83 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions...

  • Page 4
    ... stock is listed on the NA SDA Q Global Select Market® under the symbol "A DP". When we refer to "we," "us," "our," "A DP," or the "Company" in this A nnual Report on Form 10-K , we mean A utomatic Data Processing, Inc. and its consolidated subsidiaries. Available Information Our corporate website...

  • Page 5
    ...human resources management and tax compliance administration, with 24/7 service and support from our team of small business experts. RUN Powered by A DP also integrates with other available A DP services, such as time and attendance tracking, workers'compensation insurance premium payment plans, and...

  • Page 6
    ...administration, spending account management (health care spending accounts, dependent care spending accounts, health reimbursement arrangements, health savings accounts, commuter benefits, and employee reimbursement services), COBRA administration, direct bill services, leave administration services...

  • Page 7
    ...-end tax statements and approximately 47 million employer payroll tax returns and deposits, and moved approximately $1.7 trillion in client funds to taxing agencies and our clients'employees via electronic transfer, direct deposit, and A DPCheck. TM Tax Credit . Tax Credit Services helps clients in...

  • Page 8
    ... access to: group health, dental and vision coverage a 401(k) retirement savings plan health savings accounts flexible spending accounts group term life and disability coverage an employee assistance program Employer Liability Management. A DP TotalSource helps clients manage and limit employment...

  • Page 9
    ... payroll and payroll tax management services, we move client funds to taxing authorities and our clients'employees via electronic transfer, direct deposit, and A DPCheck. Certain elements of our U.S. money transmission activities, including our electronic payment and prepaid access (payroll pay card...

  • Page 10
    ... in the process of performing implementation services for new clients. Depending on the service agreement and/or the size of the client, the installation or conversion period for new clients could vary from a short period of time for a small Employer Services client (as little as 24 hours) to...

  • Page 11
    ... impact substantially the way that employers provide health insurance to employees and the health insurance market for the small and mid-sized businesses that constitute our PEO business' s clients and prospects. We are unable to determine the ultimate impact that healthcare reform will have on our...

  • Page 12
    ... collect, use, transmit and store large amounts of personal and business information about our clients, employees of our clients, vendors and our employees, including payroll information, healthcare information, personal and business financial data, social security numbers, bank account numbers, tax...

  • Page 13
    ... credit ratings, may limit our access to short-term debt markets to meet liquidity needs required by our Employer Services business. We invest our client funds in liquid, investment-grade marketable securities, money market securities, and other cash equivalents. Nevertheless, our client fund assets...

  • Page 14
    ...-term and short-term debt could increase our cost of borrowing, reduce our ability to obtain intra-day borrowing required by our Employer Services business, and ultimately reduce our client interest revenue. If the distribution of CDK common stock to ADP's stockholders does not qualify as a tax-free...

  • Page 15
    ultimate resolution of these matters will not have a material adverse impact on its financial condition, results of operations, or cash flows. 14

  • Page 16
    ... high and low sales prices of the Company' s common stock reported on the NA SDA Q Global Select Market and the cash dividends per share of common stock declared during each quarter for the two most recent fiscal years. A s of J une 30, 2015, there were 44,019 holders of record of the Company...

  • Page 17
    ...to J une 30, 2015 Total (1) Total Number of Shares Purchased (1) 1,575,000 1,787,870 4,920,344 8,283,214 Pursuant to the terms of the Company' s restricted stock program, the Company purchased 3,356 shares at the then market value of the shares in connection with the exercise by employees of their...

  • Page 18
    ... 30, 2014, the Company completed the spinoff of its former Dealer Services business, into an independent publicly traded company called CDK Global, Inc. The cumulative returns of the Company' s common stock have been adjusted to reflect the spinoff. (b) We use the S&P 500 Information Technology...

  • Page 19
    ...goodwill impairment charge to our A DP A dvancedMD business for the fiscal year ended J une 30, 2013 ("fiscal 2013") and a gain on the sale of assets related to rights and obligations to resell a third-party expense management platform for the fiscal year ended J une 30, 2012 ("fiscal 2012"). We use...

  • Page 20
    ... E OV ERV IEW Employers around the world rely on us for cloud-based solutions and services to help manage their most important asset - their people. We embrace new technology and innovation to deliver exceptional products and services that meet the needs of our clients across all of our markets. Our...

  • Page 21
    ... strong new business booking performance. Revenue retention remains at record levels and we continue to benefit from the strength of the pays per control in our client base, which we measure as the number of employees on our clients' payrolls as measured on a same-store-sales basis utilizing...

  • Page 22
    ... per share amounts) Y ears ended J une 30, 2015 2014 2013 2015 $ Change 2014 2015 % Change 2014 Total revenues Costs of revenues: Operating expenses Systems development and programming costs Depreciation and amortization Total costs of revenues Selling, general and administrative costs Goodwill...

  • Page 23
    ... the costs directly attributable to servicing our clients. A dditionally, operating expenses include PEO Services pass-through costs that are re-billable and which include costs for benefits coverage, workers'compensation coverage, and state unemployment taxes for worksite employees. These pass...

  • Page 24
    ... issuances of shares under our stock-based compensation programs. Fiscal 2014 Compared to Fiscal 2013 Total Revenues Our total revenues increased $784.4 million , or 8% , to $10,226.4 million in fiscal 2014 , as compared to fiscal 2013 , due to an increase in revenues in Employer Services of 8% , or...

  • Page 25
    ... the increases in PEO Services, which has pass-through costs that are re-billable and which include costs for benefits coverage, workers'compensation coverage, and state unemployment taxes for worksite employees. These pass-through costs were $1,736.0 million for fiscal 2014 , which included costs...

  • Page 26
    ...in interest on funds held for clients discussed above and 30 basis points of margin decline due to increased stock-based compensation costs. Overall margin in fiscal 2014 also benefited approximately 50 basis points from the $42.7 million goodwill impairment charge in fiscal 2013 . Adjusted Earnings...

  • Page 27
    ... 2014 8,506.0 2,270.9 (0.9) $ 2013 7,899.0 1,973.2 1.7 $ 2015 391.3 376.3 $ $ Change 2014 607.0 297.7 2015 5% 17% % Change 2014 8% 15% Earnings from Continuing Operations before Income Taxes (In millions) Y ears ended J une 30, 2015 Employer Services PEO Services Other Reconciling item: Client fund...

  • Page 28
    ... for fiscal 2014 associated with benefits coverage, workers' compensation coverage, and state unemployment taxes for worksite employees. The increase in revenues was due to a 14% increase in the average number of worksite employees, resulting from an increase in the number of new clients and growth...

  • Page 29
    .... Stock-based compensation expense was $143.2 million , $117.1 million , and $82.0 million in fiscal 2015 , 2014 , and 2013 , respectively. A DP Indemnity provides workers' compensation and employer's liability deductible reimbursement insurance protection for PEO Services worksite employees up...

  • Page 30
    ..., actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions. Our U.S. short-term funding requirements related to client funds are sometimes obtained through a short-term commercial paper program, which provides for...

  • Page 31
    ... required to pay facility fees on the credit agreements. The primary uses of the credit facilities are to provide liquidity to the commercial paper program and funding for general corporate purposes, if necessary. We had no borrowings through J une 30, 2015 under the credit agreements. We believe...

  • Page 32
    ... in funds held for clients on our Consolidated Balance Sheets as of J une 30, 2015 . A DP Indemnity provides workers' compensation and employer's liability deductible reimbursement insurance protection for PEO Services worksite employees up to $1 million per occurrence. PEO Services has secured...

  • Page 33
    ...U.S. government agencies were invested in senior, unsecured, non-callable debt directly issued by the Federal Home L oan Banks and Federal Farm Credit Banks. We utilize a strategy by which we extend the maturities of our investment portfolio for funds held for clients and employ short-term financing...

  • Page 34
    ... 2015 , as compared to fiscal 2014. A hypothetical change in both short-term interest rates (e.g., overnight interest rates or the federal funds rate) and intermediate-term interest rates of 25 basis points applied to the estimated average investment balances and any related short-term borrowings...

  • Page 35
    ...A pril 2015, the Financial A ccounting Standards Board ("FA SB") issued A ccounting Standards Update ("A SU") 2015-05, Customer's A ccounting for Fees Paid in a Cloud Computing A rrangement. The update provides guidance on whether a cloud computing arrangement includes a software license. If a cloud...

  • Page 36
    ... and collectability is reasonably assured. We report PEO revenues net of direct pass-through costs, which are costs billed and incurred for PEO Services worksite employees, primarily consisting of payroll wages and payroll taxes. Benefits, workers' compensation, and state unemployment tax fees for...

  • Page 37
    ... taxes in the period in which the facts that give rise to a revision become known. Stock-Based Compensation . We measure stock-based compensation expense based on the fair value of the award on the date of grant. We determine the fair value of stock options issued by using a binomial option-pricing...

  • Page 38
    ... 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of A utomatic Data Processing, Inc. Roseland, New J ersey We have audited the accompanying consolidated balance sheets of A utomatic Data Processing, Inc...

  • Page 39
    ... outstanding Diluted weighted average shares outstanding 472.6 475.8 478.9 483.1 482.7 487.1 (A ) A s of fiscal 2015 , 2014 , and 2013 , Professional Employer Organization ("PEO") revenues are net of direct pass-through costs, primarily consisting of payroll wages and payroll taxes, of $26,674...

  • Page 40

  • Page 41
    ...) Statements of Consolidated Comprehensive Income Y ears ended J une 30, 2015 2014 2013 Net earnings Other comprehensive income: Currency translation adjustments Unrealized net (losses)/gains on available-for-sale securities Tax effect Reclassification of net gains on available-for-sale securities...

  • Page 42
    ... operations Total current assets before funds held for clients Funds held for clients Total current assets L ong-term marketable securities L ong-term receivables, net Property, plant and equipment, net Other assets Goodwill Intangible assets, net Total assets Consolidated Balance Sheets 2015 2014...

  • Page 43
    See notes to the consolidated financial statements. 40

  • Page 44
    ...comprehensive income Stock-based compensation expense Issuances relating to stock compensation plans Tax benefits from stock compensation plans Treasury stock acquired (18.2 shares) Spin-off of CDK Global, Inc. Dividend from CDK Global, Inc. Dividends ($1.95 per share) Balance at J une 30, 2015 638...

  • Page 45
    ... flows provided by operating activities: Depreciation and amortization Deferred income taxes Stock-based compensation expense Excess tax benefit related to exercise of stock options and restricted stock Net pension expense Net realized gain from the sales of marketable securities Net amortization of...

  • Page 46
    ...on cash and cash equivalents (106.3) 8.0 1.2 Net change in cash and cash equivalents (344.3) 284.5 151.0 Cash and cash equivalents, beginning of ....6 1,639.3 - 1,639.3 $ 1,699.1 1,983.6 399.6 1,584.0 $ 1,548.1 1,699.1 294.9 1,404.2 See notes to the consolidated financial statements. 42

  • Page 47
    ...and collectability is reasonably assured. PEO revenues are reported net of direct pass-through costs, which are costs billed and incurred for PEO Services worksite employees, primarily consisting of payroll wages and payroll taxes. Benefits, workers' compensation, and state unemployment tax fees for...

  • Page 48
    ... based upon inputs other than quoted prices included in L evel 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: · quoted prices for similar assets or liabilities in active markets; · quoted prices...

  • Page 49
    ... meet the criteria for capital leases by determining whether the agreement transfers ownership of the asset, whether the lease includes a bargain purchase option, whether the lease term is for greater than 75% of the asset's useful life, or whether the minimum lease payments exceed 90% of the leased...

  • Page 50
    ... settled in cash and are marked-to-market based on changes in the Company's stock price. Refer to Note 9 for additional information on the Company's stock-based compensation programs. O. Internal Use Software.Expenditures for major software purchases and software developed or obtained for internal...

  • Page 51
    ...deductible reimbursement insurance protection for PEO services worksite employees. S. Recently Issued A ccounting Pronouncements. In A pril 2015, the Financial A ccounting Standards Board ("FA SB") issued A ccounting Standards Update ("A SU") 2015-05, "Customer's A ccounting for Fees Paid in a Cloud...

  • Page 52
    ... of P2P of $50.1 million for fiscal 2015 are included in discontinued operations on the Statements of Consolidated Earnings. On February 28, 2014 , the Company completed the sale of its Occupational Health and Safety services business ("OHS") for a pre-tax gain of $15.6 million , less costs to...

  • Page 53
    ... of J une 30, 2015. J une 30, 2014 A ssets: Cash A ccounts receivable, net Property, plant and equipment, net Goodwill Intangible assets, net Other assets Total assets L iabilities: A ccounts payable A ccrued expenses and other current liabilities A ccrued payroll and payroll related expenses Income...

  • Page 54
    ... investments and funds held for clients at J une 30, 2015 and 2014 were as follows: J une 30, 2015 A mortized Cost Type of issue: Money market securities and other cash equivalents A vailable-for-sale securities: Corporate bonds U.S. Treasury and direct obligations of U.S. government agencies A sset...

  • Page 55
    ... and the Company's fair value methodologies, including the use of an independent third-party pricing service, see Note 1 "Summary of Significant A ccounting Policies." The Company did not transfer any assets between L evels during fiscal 2015 or 2014 . In addition, the Company did not adjust the...

  • Page 56
    ... cash equivalents Short-term marketable securities L ong-term marketable securities Total corporate investments $ $ 1,639.3 26.6 28.9 1,694.8 $ $ 1,584.0 2,032.2 54.1 3,670.3 2015 2014 Funds held for clients represent assets that, based upon the Company's intent, are restricted for use solely for...

  • Page 57
    ... sheet date. The Company has reported client funds obligations as a current liability on the Consolidated Balance Sheets totaling $24,650.5 million and $18,963.4 million as of J une 30, 2015 and J une 30, 2014 , respectively. The Company has classified funds held for clients as a current asset since...

  • Page 58
    ... of the sale of the notes receivable related to Dealer Services financing arrangements, the Company released $10.7 million of non-specific reserves that were accrued on the sold notes receivable, which was recorded in selling, general, and administrative expenses on the Statements of Consolidated...

  • Page 59
    ...plant and equipment was $127.2 million , $124.1 million , and $113.8 million for fiscal 2015 , 2014 , and 2013 , respectively. NOTE 7. GOODWILL AND INTANGIBLE ASSETS, NET Changes in goodwill for the fiscal year ended J une 30, 2015 and 2014 are as follows: Employer Services Balance at J une 30, 2013...

  • Page 60
    ... fees on the credit agreements. The primary uses of the credit facilities are to provide liquidity to the commercial paper program and funding for general corporate purposes, if necessary. The Company had no borrowings through J une 30, 2015 under the credit agreements. Our U.S. short-term funding...

  • Page 61
    ... factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions. Cash payments related to the settlement of vested time-based 57

  • Page 62
    ... administrative expenses System development and programming costs Total pretax stock-based compensation expense Income tax benefit $ $ $ 2015 27.0 95.8 20.4 143.2 51.1 $ $ $ 2014 21.7 79.5 15.9 117.1 42.2 $ $ $ 2013 15.0 54.7 12.3 82.0 29.4 Stock-based compensation expense attributable to employees...

  • Page 63
    ...30, 2014 were adjusted to reflect the impact of the spin-off of CDK . B. Pension Plans The Company has a defined benefit cash balance pension plan covering substantially all U.S. employees, under which employees are credited with a percentage of base pay plus interest. The plan interest credit rate...

  • Page 64
    ...' funded status as of J une 30, 2015 and 2014 is as follows: J une 30, Change in plan assets: Fair value of plan assets at beginning of year A ctual return on plan assets Employer contributions Currency translation adjustments Benefits paid Fair value of plan assets at end of year Change in benefit...

  • Page 65
    ...% 2013 3.90% 7.25% 4.00% 2015 4.25% 4.00% 2014 4.05% 4.00% The discount rate is based upon published rates for high-quality fixed-income investments that produce cash flows that approximate the timing and amount of expected future benefit payments. The expected long-term rate of return on assets is...

  • Page 66
    ..., including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, new issue data, and monthly payment information. The pension plans have no L evel 3 investments at J une 30, 2015 . The following...

  • Page 67
    ... . The expected benefits to be paid are based on the same assumptions used to measure the Company's pension plans' benefit obligations at J une 30, 2015 and includes estimated future employee service. C. Retirement and Savings Plan. The Company has a 401(k) retirement and savings plan, which allows...

  • Page 68
    ...taxes, net of federal tax benefit U.S. tax on foreign income Utilization of foreign tax credits Section 199 - Qualified production activities...425.8 80.8 47.6 554.2 2015 2014 2013 (A ) Fiscal 2013 includes $16.0 million for the tax impact of the non tax-deductible goodwill impairment related to A DP ...

  • Page 69
    ... foreign deferred tax assets that may not be realized. Income tax payments were approximately $773.3 million , $821.5 million , and $691.0 million for fiscal 2015 , 2014 , and 2013 , respectively. A s of J une 30, 2015 , 2014 , and 2013 the Company's liabilities for unrecognized tax benefits, which...

  • Page 70
    ... and penalties associated with uncertain tax positions have been recorded in the provision for income taxes on the Statements of Consolidated Earnings. During the fiscal years ended J une 30, 2015 , 2014 , and 2013 , the Company recorded interest (benefit) expense of $(2.7) million , $(3.4) million...

  • Page 71
    ... real estate taxes and contain escalation provisions based on future adjustments in price indices. A s of J une 30, 2015 , the Company has purchase commitments of approximately $743.7 million , including a reinsurance premium with A CE A merican Insurance Company for the fiscal 2016 policy year, as...

  • Page 72
    ... provides workers'compensation and employer' s liability deductible reimbursement insurance protection for PEO Services' worksite employees), non-recurring gains and losses, miscellaneous processing services, such as customer financing transactions, the elimination of intercompany transactions, and...

  • Page 73
    ... 8,506.0 2,517.3 21,736.3 90.8 216.6 $ 8,897.3 2,694.2 27,554.7 95.2 226.6 PEO Services $ 2,647.2 303.6 377.7 1.3 1.2 $ Other (12.4) (333.5) 5,178.1 74.7 50.1 Client Fund Interest $ (593.6) (593.6) - - - $ Total 10,938.5 2,070.7 33,110.5 171.2 277.9 $ 2,270.9 234.4 472.6 0.9 1.2 $ (0.9) (322...

  • Page 74
    ... losses up to $1 million per occurrence related to the workers' compensation and employer's liability deductible reimbursement insurance protection for PEO Services worksite employees. In A ugust 2015 , the Company signed an agreement to sell its A dvancedMD business, which is currently included...

  • Page 75
    subject to normal and customary closing conditions. The transaction is expected to create a fiscal 2016 pre-tax gain of approximately $30 million . 71

  • Page 76
    ...Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and (ii) such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Management's Report on...

  • Page 77
    ... A DP's internal control over financial reporting. The Deloitte & Touche L L P attestation report is set forth below. /s/ Carlos A . Rodriguez Carlos A . Rodriguez President and Chief Executive Officer /s/ J an Siegmund J an Siegmund Chief Financial Officer Roseland, New J ersey A ugust 7, 2015 73

  • Page 78
    ... Control over Financial Reporting There were no changes in A DP's internal control over financial reporting that occurred during the quarter ended J une 30, 2015 that have materially affected, or are reasonably likely to materially affect, A DP's internal control over financial reporting. 74

  • Page 79
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of A utomatic Data Processing, Inc. Roseland, New J ersey We have audited the internal control over financial reporting of A utomatic Data Processing, Inc. and subsidiaries (the "Company") as of J une 30, 2015, based on...

  • Page 80
    Item 9B. Other Information None. 76

  • Page 81
    ...Solutions President, ADP TotalSource Vice President, General Counsel and Secretary Vice President, Client Experience and Continuous Improvement Vice President and Treasurer Executive Vice President, Worldwide Sales and Marketing Chief Human Resources Officer President, Major Account Services and ADP...

  • Page 82
    ... ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The code of ethics may be viewed online on A DP' s website at www.adp.com under "Corporate Social Responsibility" in the "Who We A re" section...

  • Page 83
    ... Accounting Fees and Services See "Independent Registered Public A ccounting Firm's Fees" in the Proxy Statement for the Company's 2015 A nnual Meeting of Stockholders, which information is incorporated herein by reference. Part IV Item 15. Exhibits, Financial Statement Schedules (a) Financial...

  • Page 84
    ... Compensatory Plan) 2000 Stock Option Grant A greement (Form for Employees) for grants beginning A ugust 14, 2008 - incorporated by reference to Exhibit 10.25 to the Company' s Current Report on Form 8-K dated A ugust 13, 2008 (Management Compensatory Plan) Non-Employee Director Compensation Summary...

  • Page 85
    ...Exhibit 10.31 to the Company' s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008 (Management Compensatory Plan) Form of Stock Option Grant A greement under the 2008 Omnibus A ward Plan (Form for Non- Employee Directors) for grants prior to November 12, 2008 - incorporated...

  • Page 86
    ... Balance at beginning of period Y ear ended J une 30, 2015: A llowance for doubtful accounts: Current L ong-term Deferred tax valuation allowance Y ear ended J une 30, 2014: A llowance for doubtful accounts: Current L ong-term Deferred tax valuation allowance Y ear ended J une 30, 2013: A llowance...

  • Page 87
    ... of the Securities Exchange A ct 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 /s/ Carlos A . Rodriguez (Carlos A . Rodriguez) Title President and Chief Executive Officer, Director (Principal...

  • Page 88
    /s/ R. Glenn Hubbard (R. Glenn Hubbard) /s/ J ohn P. J ones (J ohn P. J ones) Director A ugust 7, 2015 Director A ugust 7, 2015 84

  • Page 89
    ... representing the right to receive one share of the Company' s Common Stock, par value $0.10 per share (" Common Stock "), subject to the restrictions, terms and conditions herein. WHEREA S, the Compensation Committee (the " Committee ") of the Board of Directors of the Company has determined that...

  • Page 90
    ...after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any A ffiliate. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at...

  • Page 91
    ...conditions of employment may change, the at-will term of employment will not change. (d) (e) Successors . The terms of this A greement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs...

  • Page 92
    ...or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware. (g) ... construction, and shall not constitute a part, of this A greement. A UTOMA TIC DA TA PROCESSING, INC. 4 Doc#: US1:10031525v5

  • Page 93
    ... Pacific, Inc. A DP Payroll Services, Inc. A DP Screening and Selection Services, Inc. A DP Tax Services, Inc. A DP Technology Services, Inc. A DP TotalSource FL X V I, Inc. A DP TotalSource Group, Inc. A utomatic Data Processing Insurance A gency, Inc. A utomatic Data Processing L imited A utomatic...

  • Page 94
    ..., 333-147377, 333-155382, 333-169110, and 333-170506 on Form S-8 of our reports dated A ugust 7, 2015, relating to the consolidated financial statements and consolidated financial statement schedule of A utomatic Data Processing, Inc. and subsidiaries (the "Company"), and the effectiveness of the...

  • Page 95
    ... to record, process, summarize and report financial information; and (b) A ny fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: A ugust 7, 2015 /s/ Carlos A . Rodriguez Carlos...

  • Page 96
    ... The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) A ll...

  • Page 97
    ... Securities Exchange A ct of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Carlos A . Rodriguez Carlos A . Rodriguez President and Chief Executive Officer Date: A ugust 7, 2015

  • Page 98
    ... In connection with the A nnual Report of A utomatic Data Processing, Inc. (the "Company") on Form 10-K for the fiscal year ending J une 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J an Siegmund, Chief Financial Officer of the Company, certify...