Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to the filing requirements for the past
90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation SK (§229.405 of
this chapter) is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10K or any amendment to this Form 10K. [x]
The aggregate market value of the voting stock held by nonaffiliates
of the Registrant as of September 15, 1995 was $9,854,949,506.
On September 15, 1995, there were 143,867,876 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 1995 Annual Report to Shareholders
Parts I, II & IV
Portions of the Registrant's Proxy Statement for Annual Meeting
of Stockholders to be held Part III
on November 14, 1995.
Part I
Item 1. Business
Automatic Data Processing, Inc., incorporated
in Delaware in 1961, and its subsidiaries (collectively, "ADP")
are engaged in the computing services business. The following
summary describes ADP's activities.
Industry Segment
All of ADP's computing services enable clients to
process and/or distribute data (their own, ADP's or that of third
parties) and/or to interactively access and utilize ADP and third
party databases and information, utilizing ADP's batch, interactive
and client site systems.
Employer Services
ADP's Employer Services offers a comprehensive range
of payroll, tax filing, human resource (HR), direct deposit, cash
management, 401(k) recordkeeping, timekeeping, and unemployment
compensation management services. These services are provided
to over 300,000 clients engaged in a wide variety of businesses.
In addition to its direct marketing, ADP has marketing relationships
with many banks and accountants whereby ADP offers its services
to their business clients. Employer services are offered from
39 regional centers in the United States, four centers in Western
Europe and one center in Canada. For clients who desire to do
their own processing, client site payroll and HR software is available.
Payroll and tax filing services comprise over 80% of Employer
Services revenue. Payroll services include the preparation of
pay checks and direct deposits, along with supporting journals,
summaries and management reports. ADP also supplies the quarterly
and annual social security, medicare, and federal, state and local
income tax withholding reports required to be filed by employers
and employees.
ADP's tax filing service processes federal, state and
local payroll taxes on behalf of ADP clients and remits such taxes
to the appropriate taxing authorities when due.
Approximately 44% of Employer Services' payroll and payroll
tax filing services revenue for the past three fiscal years have
been attributable to its heartland accounts (companies with between
1 and 99 employees), approximately 39% to major accounts (between
100 and 1,000 employees) and approximately 17% to national accounts
(over 1,000 employees).
Autopay is ADP's most flexible and comprehensive payroll
product with over 200,000 clients. In addition, ADP offers EasyPay,
a simple, low-cost payroll solution for small clients. For small
payroll clients who prefer client site processing, ADP has a PC-based
product called SoftPay. For larger clients, ADP's new Client
Server Series provides client site payroll, HR and benefits administration
processing using client server technology and fourth generation
software. ADP's Application Group installs and implements client
server systems for ADP clients and other users of server technology.
Employer Services recently introduced Full Service Direct
Deposit in association with major bank partners. It permits employers
to easily, rapidly, and economically make electronic direct deposits
to employee bank accounts.
ADP's HR services, operating in conjunction with a client's
payroll database, provide comprehensive recordkeeping HR services,
including benefit administration, applicant tracking, employee
history and position control. The various HR systems run on standalone
PC's, local or wide area networks or client/server systems.
ADP also offers 401(k) recordkeeping, benefits administration
and benefits consulting. During fiscal 1995, these services were
enhanced by the acquisition of a leading consulting and actuarial
firm. ADP now offers comprehensive 401(k) administrative services
relating to defined benefit plans, flexible spending, healthcare
and other group benefits.
ADP Total Time provides a comprehensive timekeeping
system fully integrated into ADP's payroll systems. ADP's unemployment
compensation service aids clients in managing and reducing unemployment
insurance costs. ADP's Peachtree accounting package and updates
are sold through retail channels.
ADP has formed a joint venture with Checkfree Corporation
to provide electronic banking and bill payment services to small
businesses to help them manage money and improve their accounts
payable process.
Brokerage Services
ADP provides frontoffice database, news, analytic
and quotation services for the investment and brokerage community
through terminals located on brokers' desks. ADP provides such
services through interactive work stations (utilizing client-server
architecture) for all active equity securities, commodities, currencies,
and interest rate futures. ADP also offers its institutional
and international clients real-time news processing systems, real-time
fixed income, foreign exchange and money market information, and
sophisticated analytics. ADP's Power Partner service is based
on state-of-the-art "object linking and embedding technology"
which allows clients to modularly build, and seamlessly integrate,
market information, securities processing systems, broker productivity
tools, client applications and third party software into their
workstations.
ADP provides backoffice stock brokerage and related
financial computing services such as trade processing, cage management,
stock loan accounting, online inquiry and data collection,
portfolio reporting, order matching and online trading.
All of these services are offered in the United States and Canada.
ADP's GLOSS client-server system offers global multicurrency
clearance and settlement services for international securities.
ADP provides shareholder communication services in the
United States and Canada, handling all shareholder mailings and
proxy processing for shareholders whose securities are left in
"street name" in the custody of ADP's "nominee"
clients (principally brokerage firms and banks). In fiscal 1995,
ADP processed over 200 million shareholder mailings for over 11,000
publicly held corporations and mutual funds. Shareholder ballots
representing approximately 69 billion shares were electronically
processed. As part of its shareholder communication services,
ADP introduced StreetLink, a unique, quickly deliverable laser
printed alternative to expensive quarterly mailings to shareholders.
Dealer Services
ADP provides industryspecific computing services
to automotive, truck and farm equipment dealers and manufacturers
in the United States, Canada, Mexico, Germany, France, the Netherlands,
the United Kingdom and Taiwan. It offers such clients with a
service solution which involves ADP selling computer hardware,
licensing computer software and providing software support and
hardware maintenance services to such clients. Clients use ADP's
systems to manage their accounting, inventory, factory communications,
scheduling, leasing, sales and service activities. In addition,
ADP offers more than 95 manufacturer subsystems for pricing updates
and factory ordering.
ADP establishes and maintains communications networks
for its clients which allow interactive communications between
manufacturers and their respective dealers. These communication
networks are used for new vehicle ordering, status inquiry and
warranty claims, parts and vehicle locating, credit checks, vehicle
repair estimating, vehicle registration and vehicle lienholder
information.
ADP continues to automate the business processes for its
clients through value-added products such as paperless parts cataloging,
repair shop pricing and scheduling, laser printing, and data archiving
and document storage. ADP's Laser Station replaces pre-printed,
multipart, carbonized forms with customized laserprinted
originals. It allows dealers to print from a single laser printer
all types of customer communications, including customer satisfaction
surveys, service reminders, invoices and statements. ADP's Document
Storage & Data Archiving product is designed to create a paperless
office. This product uses optical disk and scanning technologies
to electronically scan, store and retrieve purchase orders, invoices,
checks, other documents and even customer signatures. Digitized
records replace stored documents and can be retrieved from any
ADP workstation for viewing, faxing or printing. ADP's New Vehicle
Order System increases vehicle order accuracy, improves vehicle
management and reduces floor plan interest expense. The Used
Vehicle Network helps dealers manage their used vehicles more
efficiently. ADP also provides consulting services to its dealer
clients to help them reengineer their management processes.
Claims Services
ADP provides auto repair estimating and parts availability
services to insurance companies, claims adjusters, repair shops
and salvage yards involved in auto collision repair and valuation
in the United States and Canada. The services include automated
collision damage repair estimating for cars and trucks, vehicle
valuation services for total losses, and parts locating and pricing
services to auto insurers and repairers to facilitate the claims
settlement and parts locating processes. ADP provides management
information and vehicle damageability and repair cost statistics
to insurance companies, government agencies and automobile manufacturers.
A pen-based, mobile auto estimating system, using state-of-the-art
technology and graphical user interfaces, was recently introduced.
Satellite and voice-based trading networks for the location and
pricing of recycled parts, and ADP's salvage-related products
and services, have been significantly expanded.
ADP provides services that evaluate the appropriateness
of medical treatment and invoicing for auto accident victims.
The core product, Provider Bill Audit, is an expert system that
performs fee and utilization audits of medical provider bills
involving soft tissue injury and that provides auto insurers with
a consistent methodology for assessing the proper diagnoses and
treatment of automobile-related injuries.
ADP also provides a property loss repair and replacement
system to assist in settling homeowners' claims.
ADP Credit Corp.
ADP Credit Corp. provides computer leasing and financing
services primarily to clients of Dealer Services in the United
States and Canada who lease onsite computers as part of
ADP's total service solution.
Nature of Services Provided
In each of Employer Services, Dealer Services, Claims
Services and most of the Brokerage Services business (as well
as all other smaller businesses), ADP's services primarily involve
the processing and utilization of client and/or third party data.
In the frontoffice component of the Brokerage Services
business, the primary service takes the form of providing securities,
commodities and currencies quotation data (which data is provided
by various exchanges) and news to clients; this frontoffice
component represents less than 10% of consolidated revenue.
Services to all industries are generally available by
the electronic transmission (through communications lines) of
computergenerated data and information from and to clients.
Services are offered through a variety of systems and networks
which run on industry-standard operating systems. Virtually none
of ADP's services require ADPproprietary hardware and/or
operating systems.
All of ADP's services utilize somewhat similar facilities,
computers, communications networks, salesforces, and client service
support personnel. ADP's businesses share numerous facilities,
selected computer rooms and communications networks, and ADP occasionally
transfers some of its employees among business units. The input
and output of all of ADP's businesses is data and information.
On occasion ADP has transferred services and products between
business units.
While the labor intensiveness of a service may vary somewhat
based on the degree of automation and complexity in providing
the service, all services use the same basic functions as described
above. None of ADP's service offerings are particularly capital
intensive.
Markets and Marketing Methods
All of ADP's services are sold broadly across the
United States and Canada. NonNorth American services amounted
to less than 5% of fiscal 1995 revenue. All services use common
marketing techniques, including direct sales methodologies with
emphasis on referral sources.
None of ADP's major business groups have a single homogenous
client base or market. For example, while Brokerage Services
primarily serves the retail brokerage market, it also serves banks,
commodity dealers, the institutional brokerage market and individual
nonbrokerage corporations. Dealer Services primarily serves
automobile dealers, but also serves truck and agricultural equipment
dealers, auto repair shops, used car lots, state departments of
motor vehicles, and manufacturers of automobiles, trucks and agricultural
equipment. Claims Services has many clients who are insurance
companies, but also provides services to automobile manufacturers,
body repair shops, salvage yards, distributors of new and used
automobile parts and other noninsurance clients. Employer
Services has over 300,000 clients from a large variety of industries
and markets. Within this client base are concentrations of clients
in specific industries. While concentrations of clients exist,
no one business group is material to ADP's overall revenue. Employer
Services also sells to auto dealers, brokerage clients, and insurance
clients.
None of ADP's businesses are overly sensitive to price
changes. Economic conditions among selected clients and groups
of clients may and do have a temporary impact on demand for ADP's
services.
ADP enjoys a leadership position in each of its major
service offerings and does not believe any major service or business
unit in ADP is subject to unique market risk.
Competition
The computing services industry is highly competitive.
ADP knows of no reliable statistics by which it can determine
the number of its competitors, but it believes that it is one
of the largest independent computing services companies in the
United States.
ADP's competitors include other independent computing
services companies, divisions of diversified enterprises and banks.
Another competitive factor in the computing services industry
is the inhouse computing function, whereby a company installs
and operates its own computing systems.
Competition in the computing services industry is primarily
based on service responsiveness, product quality and price. ADP
believes that it is very competitive in each of these areas and
that there are no material negative factors impacting ADP's competitive
position in the computing services industry. No one competitor
or group of competitors is dominant in the computing services
industry.
Clients and Client Contracts
ADP provides computing services to approximately 350,000
clients. Annual revenues attributable to large client accounts
range from $1 million to approximately $66 million per client,
while thousands of small client accounts produce annual revenues
of less than $1,000 each. ADP's largest single client accounts
for approximately 2% of its annual revenue.
ADP has no material "backlog" because the period
between the time a client agrees to use ADP's services and the
time the service begins is generally very short and because no
sale is considered firm until it is installed and begins producing
revenue.
ADP's average client retention is seven years in Employer
Services and is ten or more years in Brokerage, Dealer and Claims
Services and does not vary significantly from period to period.
Discounts, rebates and promotions offered by ADP to clients
are not material.
ADP's services are provided under written Price Quotations
or Services Agreements having varying terms and conditions. No
one Price Quotation or Service Agreement is material to ADP.
Systems Development and Programming
During the fiscal years ended June 30, 1995, 1994
and 1993, ADP spent $193,173,000, $160,803,000 and $132,386,000,
respectively, on systems development and programming activities
for the development of new and the improvement and maintenance
of existing computing services.
Product Development
ADP continually upgrades, enhances and expands its
existing products and services. Generally, no new product or
service has a significant effect on ADP's revenue or negatively
impacts its existing products and services, and each existing
product and service has a significant remaining life cycle.
Licenses
ADP is the licensee under a number of agreements for
computer programs and databases. ADP's business is not dependent
upon a single license or group of licenses. Licenses, patents,
trademarks and franchises are not material to ADP's business as
a whole.
Compensation of Marketing and Sales Personnel
The compensation arrangements of ADP's marketing and
sales personnel vary significantly based on the tenure of the
particular salesperson, with the commissionbased portion
of total compensation averaging approximately 40%. ADP sets minimum
sales quotas on an individual basis.
Computer Systems
ADP does not manufacture computer systems or act as
a distributor of computer systems. ADP may, however, be deemed
to be a valueadded reseller of computer systems insofar
as its services often include computer equipment as part of the
total service solution.
ADP's services are offered on a variety of computer platforms
which run various operating systems. These computer platforms
include those offered by IBM, IBMcompatibles, Digital Equipment
Corporation, Apple, Motorola, Hewlett Packard and McDonnell Douglas.
The industry-standard operating systems supporting such computer
platforms include DOS, Windows, OS2, VSE, MVS, VMS, System 7 OS,
Unix, Reality and Pick.
ADP's service warranty to its clients is that if any errors
or omissions occur in its service offerings, ADP will correct
them as soon as possible. In addition, ADP provides, either directly
or through third parties, maintenance and support for the ADPprovided
equipment and software which facilitates the delivery of its services
to clients.
Number of Employees
ADP employed approximately 25,000 persons as of June
30, 1995.
Executive Officers of the Registrant
See Item 10 in Part III hereof.
Recent Developments
ADP has entered into an agreement to acquire for cash
all outstanding shares of GSI, a European computer services company
based in Paris, France ("GSI"). The transaction is
valued at FF 2.3 billion (approximately US $460 million)
and is subject to GSI shareholder and various governmental approvals.
The transaction is expected to close before the end of the calendar
year and may have a slightly dilutive effect on ADP's earnings
per share. GSI is the European leader in providing payroll and
human resource information services. GSI also provides facilities
management, banking, clearing and other information services in
Europe. GSI's revenues are in excess of FF 2 billion
(US $400 million) and the company has over 3,000 employees, with
operations in France, Germany, Italy, Spain, Switzerland and the
United Kingdom.
See "Note 2. Acquisitions" on page 22 of the
Registrant's 1995 Annual Report to Shareholders, which information
is incorporated herein by reference.
Item 2. Properties
ADP leases space for more than 50 of its processing
centers. In addition, ADP leases numerous small processing centers
and sales offices. All of these leases, which aggregate approximately
3,700,000 square feet in the United States, Canada, Europe and
Asia, expire at various times up to the year 2016. ADP owns 23
of its processing facilities and its corporate headquarters in
Roseland, New Jersey, which aggregate approximately 2,200,000
square feet.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
See "Market Price and Dividend Data" on
page 16 of the Registrant's 1995 Annual Report to Shareholders,
which information is incorporated herein by reference. As of
August 25, 1995, the Registrant had 24,250 registered holders
of its Common Stock, par value $.10 per share. The Registrant's
Common Stock is traded on the New York, Chicago and Pacific Stock
Exchanges.
Item 6. Selected Financial Data
See "Selected Financial Data" on page 13
of the Registrant's 1995 Annual Report to Shareholders, which
information is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
See "Management's Discussion and Analysis"
on pages 14-16 of the Registrant's 1995 Annual Report to Shareholders,
the Letter to Shareholders on pages 2-3 of such report and the
business descriptions on pages 4-12 of such report, which information
is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The financial statements described in Item 14(a) hereof
are incorporated herein.
The following supplementary data is incorporated herein by reference:
Page in 1995 Annual Report to Shareholders
Quarterly Financial Results (unaudited) for
the three years ended June 30, 1995
26
Item 9. Changes in and Disagreements with Accountants on Accounting
and
Financial Disclosure
None
Part III
Item 10. Directors and Executive Officers of the Registrant
Executive Officers of the Registrant
The executive officers of the Registrant, their ages,
positions and the period during which they have been employed
by ADP are as follows:
Employed by
Name Age Position ADP Since
-------------------- --- --------------------- ----------
Josh S. Weston 66 Chairman of the Board 1970
and Chief Executive
Officer
Arthur F. Weinbach 52 President and 1980
Chief Operating Officer
Fred D. Anderson, Jr. 51 Vice President and 1992
Chief Financial Officer
James B. Benson 50 Vice President and 1977
General Counsel
Richard C. Berke 50 President of Benefit 1989
Services Division
Gary C. Butler 48 Group President of 1975
Employer Services
Robert J. Casale 56 Group President of 1988
Brokerage Services
G. Harry Durity 48 Vice President, 1994
Worldwide Business
Development
John R. Gaulding 50 President of Claims 1990
Services
Richard J. Haviland 49 Vice President 1982
and Controller
Michael R. Holmes 37 Vice President, 1991
Human Resources
Fred S. Lafer 66 Senior Vice President, 1967
Secretary and Counsel
to the Board
-9-
Employed by
Name Age Position ADP Since
-------------------- --- --------------------- ----------
Peter M. Leger 44 President of 1992
Dealer Services
Joseph B. Pirret 54 President of Treasury 1974
Services and Treasurer
Michael W. Reece 50 Vice President, 1987
Corporate Development
Messrs. Weston, Weinbach, Benson, Berke, Butler, Casale,
Gaulding, Haviland, Lafer, Pirret and Reece have each been employed
by ADP in senior executive positions for more than the past five
years.
Fred D. Anderson, Jr. joined ADP in August 1992 as a Corporate
Vice President and ADP's Chief Financial Officer. Prior to joining
ADP he was employed for thirteen years by MAI Systems Corporation
(formerly MAI Basic Four, Inc.) and its predecessor company, Management
Assistance Inc., in various senior executive positions.
G. Harry Durity joined ADP in August 1994 as Corporate
Vice President, Worldwide Business Development. Prior to joining
ADP he was Senior Vice President - Corporate Development of Revlon
Consumer Products Company. Between 1990 and February 1993 when
he joined Revlon, he was President of The Highlands Group, Inc.
Michael R. Holmes joined ADP in March, 1991 as Vice President,
Human Resources of Dealer Services. Subsequently, he held various
senior executive positions within ADP before becoming ADP's Vice
President, Human Resources in January 1995. Prior to joining
ADP, he was Vice President, Human Resources for Continental Airlines.
Peter M. Leger joined ADP in March 1992 as Executive Vice
President, North America of Dealer Services and was promoted to
President of Dealer Services in January 1995. Prior to joining
ADP, he was employed by Reuters North America in various senior
executive positions.
Each of ADP's executive officers is elected for a term
of one year and until their successors are chosen and qualified
or until their death, resignation or removal.
Directors of the Registrant
See "Election of Directors" in the Proxy
Statement for Registrant's 1995 Annual Meeting of Stockholders,
which information is incorporated herein by reference.
Item 11. Executive Compensation
See "Compensation of Executive Officers"
in the Proxy Statement for Registrant's 1995 Annual Meeting of
Stockholders, which information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
See "Election of Directors--Security Ownership
of Certain Beneficial Owners and Management" in the Proxy
Statement for Registrant's 1995 Annual Meeting of Stockholders,
which information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
See "Compensation of Executive Officers--Certain
Transactions" in the Proxy Statement for Registrant's 1995
Annual Meeting of Stockholders, which information is incorporated
herein by reference.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8K
(a)1. Financial Statements
The following consolidated financial statements of
Automatic Data Processing, Inc. and its subsidiaries are included
in Part II, Item 8:
Page in 1995 Annual
Report to Shareholders
Independent Auditors' Report 27
Consolidated Balance Sheets June 30, 1995 and 1994 18
Statements of Consolidated Earnings years
ended June 30, 1995, 1994 and 1993 17
Statements of Shareholders' Equity years
ended June 30, 1995, 1994 and 1993 19
Statements of Consolidated Cash Flows years
ended June 30, 1995, 1994 and 1993 20
Notes to Consolidated Statements 21-26
Financial information of the Registrant is omitted because
the Registrant is primarily an operating company. The Registrant's
subsidiaries which are listed on Exhibit 21 attached hereto are
wholly-owned.
2. Financial Statement Schedules
Page in Form 10K
Schedule II Valuation and Qualifying Accounts
14
All other Schedules have been omitted because they are
inapplicable or are not required or the information is included
elsewhere in the financial statements or notes thereto.
3. The following exhibits are filed with this Form
10K 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 December 15, 1994
(3)#3 By Laws as currently in effect
incorporated by reference to Exhibit (3)#2 to the
Registrant's Annual Report on Form 10K for the fiscal year
ended June 30, 1991
(4)#1 Indenture dated as of February
20, 1992 between Automatic Data Processing, Inc. and Bankers Trust
Company, as trustee, regarding the Liquid Yield Option Notes due
2012 of the Registrant - incorporated by reference to Exhibit
(4)-#1 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1992
(10)(ii)(A)#1 Employment Agreement
with Josh S. Weston incorporated by reference to Exhibit
10(ii) to Registrant's Annual Report on Form 10K for the
fiscal year ended June 30, 1986 (Management Contract)
(10)(ii)(A)#2 Amendment to Employment
Agreement with Josh S. Weston incorporated by reference
to Exhibit 10(ii)(A)#2 to Registrant's Annual Report on
Form 10K for the fiscal year ended June 30, 1990 (Management
Contract)
(10)(ii)(A)-#3 - Amendment to Employment Agreement
with Josh S. Weston - incorporated by reference to Exhibit
10(ii)(A)-3 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1994 (Management Contract)
(10)(ii)(A)-#4 - Amendment to Employment Agreement
with Josh S. Weston (Management Contract)
(10)(iii)(A)#1 Agreements with Richard
C. Berke, Robert J. Casale and Arthur F. Weinbach
incorporated by reference to Exhibit 10(iii)(A)#1 to Registrant's
Annual Report on Form 10K for the fiscal year ended June
30, 1990 (Management Contracts)
(10)(iii)(A)#2 Agreement with Gary
C. Butler incorporated by reference to Exhibit 10(iii)(A)#2
to Registrant's Annual Report on Form 10K for the fiscal
year ended June 30, 1991 (Management Contract)
(10)(iii)(A)-#3 - Agreement with Fred D. Anderson,
Jr. -- incorporated by reference to Exhibit 10(iii)(A)-#3 to Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30,
1994 (Management Contract)
(10)(iii)(A)#4 1981 Key Employees'
Stock Option Plan incorporated by reference to Registrant's
Registration Statement No. 275287 on Form S8 (Management
Compensatory Plan)
(10)(iii)(A)#5 Key Employees' Restricted
Stock Plan incorporated by reference to Registrant's Registration
Statement No. 3325290 on Form S8 (Management Compensatory
Plan)
(10)(iii)(A)#6 Supplemental Officers'
Retirement Plan, as amended and restated - incorporated by reference
to Exhibit 10(iii)(A)-#5 to Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1993 (Management Compensatory
Plan)
(10)(iii)(A)#7 Amendment to 1981 Key
Employees' Stock Option Plan incorporated by reference
to Registrant's Annual Report on Form 10K for the fiscal
year ended June 30, 1989 (Management Compensatory Plan)
(10)(iii)(A)#8 1989 NonEmployee
Director Stock Option Plan incorporated by reference to
Exhibit 10(iii)(A)#7 to Registrant's Annual Report on Form
10K for the fiscal year ended June 30, 1990 (Management
Compensatory Plan)
(10)(iii)(A)#9 1990 Key Employees'
Stock Option Plan incorporated by reference to Exhibit
10(iii)(A)#8 to Registrant's Annual Report on Form 10K
for the fiscal year ended June 30, 1990 (Management Compensatory
Plan)
(10)(iii)(A)-#10 - 1994 Directors' Pension
Arrangement -- incorporated by reference to Exhibit 10(iii)(A)-#10
to Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994 (Management Compensatory Plan)
(10)(iii)(A)-#11 - 1994 Executive Compensation
Plan -- incorporated by
reference to Exhibit A to Registrant's
Proxy Statement for its
Annual Meeting of Stockholders held November
15, 1994
(Management Compensatory Plan)
(11) Schedule of Computation of Earnings
Per Share
(13) Pages 2-3, 4-12 and 13-27 of the
1995 Annual Report to Shareholders (with the exception of the
pages incorporated by reference herein, the Annual Report is not
a part of this filing)
(21) Subsidiaries of the Registrant
(23) Independent Auditors' Report and
Consent
(27) - Financial Data Schedule
(b) None.
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Additions
-----------------------
(1) (2)
Charged to
Balance at Charged to other Balance at
beginning costs and accounts- Deductions - end of
of period expenses describe describe period
--------- --------- ---------- ----------- ----------
Year ended June 30, 1995:
Allowance for doubtful accounts:
Current $20,513 $8,415 $904 (B) $6,797 (A) $23,035
Long-term $24,526 $3,916 - $2,276 (A) $26,166
Year ended June 30, 1994:
Allowance for doubtful accounts:
Current $18,112 $6,838 $492 (B) $4,929 (A) $20,513
Long-term $21,684 $4,366 - $1,524 (A) $24,526
Year ended June 30, 1993:
Allowance for doubtful accounts:
Current $14,743 $9,445 $239 (B) $6,315 (A) $18,112
Long-term $19,591 $5,850 - $3,757 (A) $21,684
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)
September 21, 1995
By /s/ Josh S. Weston
Josh S. Weston, Chairman 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 and in the capacities and
on the dates indicated.
Signature Title
Date
/s/ Josh S. Weston Chairman of the Board
September 21, 1995
(Josh S. Weston) and Director (Principal Executive Officer)
/s/ Fred D. Anderson, Jr. Chief Financial Officer
and September 21, 1995
(Fred D. Anderson, Jr.) Corporate Vice President (Principal
Financial Officer)
/s/ Richard J. Haviland Controller and Corporate
September 21, 1995
(Richard J. Haviland) Vice President
/s/ Joseph A. Califano, Jr. Director September
21, 1995
(Joseph A. Califano, Jr.)
/s/ Leon G. Cooperman Director September
21, 1995
(Leon G. Cooperman)
/s/ Edwin D. Etherington Director September
21, 1995
(Edwin D. Etherington)
/s/ George H. Heilmeier Director September
21, 1995
(George H. Heilmeier)
/s/ Ann Dibble Jordan Director September
21, 1995
(Ann Dibble Jordan)
/s/ Harvey M. Krueger Director September
21, 1995
(Harvey M. Krueger)
Director September
__, 1995
(Charles P. Lazarus)
/s/ Frederic V. Malek Director September
21, 1995
(Frederic V. Malek)
/s/ Henry Taub Director September
21, 1995
(Henry Taub)
/s/ Laurence A. Tisch Director September
21, 1995
(Laurence A. Tisch)
/s/ Arthur F. Weinbach Director September
21, 1995
(Arthur F. Weinbach)
EXHIBIT 11
AUTOMATIC DATA PROCESSING, INC
AND SUBSIDIARIES
CALCULATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
Year ended June 30,
--------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
PRIMARY EARNINGS PER SHARE:
Earnings before cumulative effect of accounting changes $394,830 $334,120 $294,200 $256,180 $227,690
Cumulative effect of accounting changes - (4,800) - - -
-------- -------- -------- -------- --------
Net earnings applicable to common shares $394,830 $329,320 $294,200 $256,180 $227,690
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Average number of common shares outstanding (1) 142,556 140,890 141,327 139,045 139,936
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Primary earnings per share
before cumulative effect of accounting changes $2.77 $2.37 $2.08 $1.84 $1.63
Cumulative effect of accounting changes - (0.03) - - -
-------- -------- -------- -------- --------
Primary earnings per share (1) $2.77 $2.34 $2.08 $1.84 $1.63
----- ----- ----- ----- -----
----- ----- ----- ----- -----
FULLY DILUTED EARNINGS PER SHARE:
Net earnings used in primary earnings per share $394,830 $334,120 $294,200 $256,180 $227,690
Adjustment for interest (net of tax) -
Zero coupon convertible subordinated notes (5 1/4% yield)(1) 11,330 10,075 9,409 3,314 -
-------- -------- -------- -------- --------
Net earnings used for fully diluted earnings per share
before cumulative effect of accounting changes $406,160 $344,195 $303,609 $259,494 $227,690
Cumulative effect of accounting changes - (4,800) - - -
-------- -------- -------- -------- --------
Net earnings used for fully diluted earnings per share $406,160 $339,395 $303,609 $259,494 $227,690
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Average number of shares outstanding on a fully diluted basis:
Shares used in calculating primary earnings per share 142,556 140,890 141,327 139,045 139,936
Diluted effect of all stock options outstanding after
application of treasury stock method 2,918 2,691 2,981 3,180 2,822
Shares assumed to be issued upon conversion of Debentures-
Zero coupon convertible subordinated notes (5 1/4% yield)(2) 5,201 5,201 5,201 1,861 -
------- ------- ------- ------- -------
Average number of shares outstanding on a fully diluted basis: 150,675 148,782 149,509 144,086 142,758
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Fully diluted earnings per share before cumulative effect of
accounting changes $2.70 $2.31 $2.03 $1.80 $1.59
Cumulative effect of accounting changes 0.00 (0.03) - - -
-------- -------- -------- -------- --------
Fully diluted earnings per share $2.70 $2.28 $2.03 $1.80 $1.59
----- ----- ----- ----- -----
----- ----- ----- ----- -----
_________________________________
(1) All share and per share information has been adjusted to reflect
a twoforone stock split on May 1, 1991.
(2) Assumed converted at the beginning of periods reported.
EXHIBIT 21
Jurisdiction of
Name of Subsidiary Incorporation
ADP Atlantic, Inc. Delaware
ADP Claims Solutions Group, Inc. Delaware
ADP Autonom Computer GmbH Germany
ADP Nederland B.V. The Netherlands
ADP Central, Inc. Delaware
ADP Credit Corp. Delaware
ADP Dealer Services Ltd. Canada (Federal)
ADP East, Inc. Delaware
ADP Financial Information Services, Inc. Delaware
ADP Financial Information Services (UK) Limited United Kingdom
ADP, Inc. Delaware
ADP Insurance Company, Ltd. Delaware
ADP Network Services International, Inc. Delaware
ADP Network Services Limited United Kingdom
ADP of New Jersey, Inc. Delaware
ADP of North America, Inc. Delaware
ADP Pacific, Inc. Delaware
ADP Savings Association Pennsylvania
ADP Tax Services, Inc. Delaware
ADP Broker-Dealer, Inc. New Jersey
In accordance with Item 601(b)(21) of Regulation S-K, the Registrant
has omitted the names of particular subsidiaries because the unnamed
subsidiaries, considered in the aggregate as a single subsidiary,
would not have constituted a significant subsidiary as of June
30, 1995.
EXHIBIT 23
INDEPENDENT AUDITORS' REPORT ON SCHEDULES AND CONSENT
To The Board of Directors
and Shareholders of
Automatic Data Processing, Inc.
Roseland, New Jersey
We have audited the consolidated financial statements of Automatic
Data Processing, Inc. as of June 30, 1995 and 1994, and for each
of the three years in the period ended June 30, 1995, and have
issued our report thereon dated August 11, 1995, which report
includes an explanatory paragraph indicating changes in accounting
principles for postemployment benefits other than pensions and
for income taxes; such consolidated financial statements and report
are included in your 1995 Annual Report to Shareholders and are
incorporated herein by reference. Our audits also included the
financial statement schedule of Automatic Data Processing, Inc.,
listed in Item 14. This financial statement schedule is the responsibility
of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects
the information set forth therein.
In addition, we consent to the incorporation by reference in Automatic
Data Processing, Inc.'s Registration Statement No. 33-45150 on
Form S-3 and Registration Statements Nos. 33-24987, 33-25290,
33-38338, 2-75287, 33-38366, 3338365, and 33-46168 on Form
S-8 of our report dated August 11, 1995, included in your 1995
Annual Report to Shareholders and incorporated by reference in
the Annual Report on Form 10-K of Automatic Data Processing, Inc.
for the year ended June 30, 1995.
/s/ Deloitte & Touche LLP
New York, New York
August 11, 1995