Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| Common Stock, $.10 Par Value (voting) | New York Stock Exchange Chicago Stock Exchange Pacific Stock Exchange |
| Liquid Yield Option Notes due 2012 | New York Stock Exchange |
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 13, 1996 was $12,171,600,382.
On September 13, 1996, there were 290,038,815 shares of Common
Stock outstanding.
| Portions of the Registrant's 1996 Annual Report to Shareholders | Parts I, II & IV |
| Portions of the Registrant's Proxy Statement for Annual Meeting of Stockholders to be held on November 12, 1996. | Part III |
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, payroll tax deposit and reporting, human resources
(HR), benefits outsourcing, timekeeping, 401(k) recordkeeping,
and unemployment compensation management services. These services
are provided to over 350,000 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 40 computer centers and 73 satellite sales and service
centers in the United States, 14 computer 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 87% 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 services process federal, state and local
payroll taxes on behalf of ADP clients and remit such taxes to
the appropriate taxing authorities when due. As new products
evolve (such as new hire reporting, ADP check/full service direct
deposit and wage garnishment payment), the ADP Tax Filing center
is also responsible for the efficient movement of funds and information
to third parties. Over 260,000 clients rely on tax filing to
assure regulatory compliance.
Approximately 45% 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 40% to major accounts (between
100 and 999 employees) and approximately 15% to national accounts
(with 1,000 or more employees).
Autopay continues to be ADP's most popular, flexible and
comprehensive payroll product with over 225,000 clients. Recently,
PC/Payroll for Windows was introduced. ADP offers EasyPay, a
simple, low-cost, outsourcing payroll solution for approximately
100,000 clients in the heartland market. For heartland clients
who prefer client site processing for managing payroll and payroll
taxes, ADP has a PC-based product called SoftPay. For national
accounts clients, ADP's Client Server Series provides fully integrated
client site payroll, HR and benefits administration and outsourcing
services. ADP's Application Group installs and implements client
server systems for ADP clients and other users of server technology.
Full Service Direct Deposit in association with major
bank partners permits employers to easily, rapidly and economically
make electronic direct deposits to employee bank accounts. ADP's
joint venture with Checkfree Corporation provides electronic banking
and bill payment services to small businesses to help them manage
money and improve their accounts payable process.
ADP's HR services, operating in conjunction with a client's
payroll database, provide comprehensive recordkeeping HR services,
including benefits administration and outsourcing, 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 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 and One Write accounting packages
are sold through retail channels.
ADP also offers 401(k) recordkeeping, benefits administration
and benefits consulting. Comprehensive 401(k) administrative
services relating to defined benefit plans, flexible spending,
healthcare and other group benefits are offered.
As more ADP clients become multinational in scope, it
becomes increasingly important to offer services on a global scale.
Last January, ADP acquired Paris-based GSI, Europe's largest
provider of payroll and related HR services. In Europe, ADP's
services for payroll and HR management are now provided in Belgium,
France, Germany, Italy, the Netherlands, Spain, Switzerland and
the United Kingdom. This makes ADP the first provider of integrated
payroll and HR services to U.S. corporations and their European
subsidiaries.
Brokerage Services
ADP's Brokerage Services provides high quality, high
speed securities transaction processing, investor support tools,
market data services, and investor communications related services
to the financial community worldwide. ADP is the largest provider
of such thirdparty processing and retail equity information
systems in the U.S. and Canada. Brokerage Services now supplies
over 2,600 firms globally with technologybased information
solutions.
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 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.
Global Treasury Information Services (GTIS) keeps its clients
in tune with price information, news and commentary on world markets
in the areas of fixed income, foreign exchange, money markets,
futures and metals. Information is contributed directly to GTIS
by key institutions (e.g., banks and brokers) who participate
in these markets.
Brokerage Services continued its expansion in the institutional
marketplace with several acquisitions. The DAIS Group provides
sophisticated quantitative models to help portfolio managers assess
risk and select stocks. Merrin Financial provides automated securities
trade order management and routing solutions for investment managers
and securities brokers. Information Catalysts (ICI) markets automated
and fixed income trading, operations and accounting software for
domestic and international banks and securities brokerage firms.
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 GlossTrader 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 1996,
ADP processed over 235 million shareholder mailings for over 12,000
publicly held corporations, mutual funds and financial institutions.
Shareholder ballots representing approximately 127 billion shares
were electronically processed. As part of its shareholder communication
services, ADP introduced StreetLink, a quickly deliverable laser
printed alternative to expensive quarterly mailings to shareholders.
Proxy Edge is an electronic voting service which dramatically
improves voting efficiency and record keeping. PhoneVOTE Services
enables mutual fund shareholders to vote their proxy over the
telephone for sameday tabulation.
Dealer Services
ADP's Dealer Services provides industry-specific computing,
data and professional services to automobile, truck and farm equipment
dealers and manufacturers in the U.S., Canada, Europe, Asia and
Latin America. Over 16,000 dealers use ADP's onsite systems
and communications networks to manage every area of sales and
operations. ADP addresses critical dealership areas and offers
software and professional services to improve consumer loyalty,
asset management, innovative technology, employee productivity
training, manufacturer relations, business improvements and realtime
information access. It offers clients a service solution which
includes ADP computer hardware, licensed software, software support
and hardware maintenance services. 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, allowing 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, using optical disk and scanning technologies to electronically
scan, store and retrieve purchase orders, invoices, checks, other
documents and even customer signatures. 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.
As industry change accelerated, ADP introduced its Advisor
family of products. Super Service Advisor fully automates the
reservation and service writeup process using hand-held
wireless, electronic clipboard technology. Sales Advisor is a
complete retail sales process application designed to improve
sales performance and customer handling. The ADP Sales Kiosk
is a stateoftheart interactive sales presentation
tool, and ADP's Relationship Marketing System (RMS) automates
all phases of customer contact from initial prospect through the
purchase life cycle and on-going service.
Changes in customer expectations and manufacturer's requirements
are modifying how the traditional dealership conducts business.
In response to these changes, ADP is providing consulting services
to its dealer clients to help them reengineer their management
processes. It also offers solutions to help employee productivity
and training, and provides the tools and services necessary to
improve dealership productivity and profitability.
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.
Nature of Services Provided
In each of Employer Services, Dealer Services, Claims
Services and most of Brokerage Services, 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 approximately 11% of fiscal 1996 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 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 over 375,000 clients.
Annual revenues attributable to large client accounts range from
$1 million to approximately $67 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, 1996, 1995
and 1994, ADP spent $249,635,000, $193,173,000 and $160,803,000,
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 29,000 persons as of June
30, 1996.
Executive Officers of the Registrant
See Item 10 in Part III hereof.
Item 2. Properties
ADP leases space for more than 55 of its processing
centers. In addition, ADP leases numerous small processing centers
and sales offices. All of these leases, which aggregate approximately
5,020,469 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 2,331,645
square feet.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
See "Market Price and Dividend Data" on
page 18 of the Registrant's 1996 Annual Report to Shareholders,
which information is incorporated herein by reference. As of
August 25, 1996, the Registrant had 27,186 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 16
of the Registrant's 1996 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 17 and 18 of the Registrant's 1996 Annual Report to Shareholders,
the Letter to Shareholders on pages 2-4 of such report and the
business descriptions on pages 5-15 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:
| Quarterly Financial Results (unaudited) for the three years ended June 30, 1996 |
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None
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:
| Name | Position | ||
| James B. Benson | Vice President, General Counsel and Secretary | ||
| Gary C. Butler | Group President of Employer Services | ||
| Robert J. Casale | Group President of Brokerage Services | ||
| G. Harry Durity | Vice President, Worldwide Business Development | ||
| Richard J. Haviland | Vice President, Finance | ||
| Michael R. Holmes | Vice President, Human Resources | ||
| Peter M. Leger | President of Dealer Services | ||
| S. Michael Martone | President of Claims Services | ||
| Joseph B. Pirret | Vice President and Treasurer | ||
| Arthur F. Weinbach | President and Chief Executive Officer |
Messrs. Benson, Butler, Casale, Haviland, Holmes, Pirret
and Weinbach have each been employed by ADP in senior executive
positions for more than the past five years.
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.
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.
S. Michael Martone joined ADP in 1987. Prior to his promotion
to President of the Claims Solutions Group in December 1995, he
held senior vice president positions in both the Employer Services
Group and the Dealer Services Group.
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 1996 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 1996 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 Managers" in the Proxy Statement
for Registrant's 1996 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 1996
Annual Meeting of Stockholders, which information is incorporated
herein by reference.
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:
| Independent Auditors' Report | |
| Consolidated Balance Sheets June 30, 1996 and 1995 | |
| Statements of Consolidated Earnings years ended June 30, 1996, 1995 and 1994 | |
| Statements of Shareholders' Equity years ended June 30, 1996, 1995 and 1994 | |
| Statements of Consolidated Cash Flows years ended June 30, 1996, 1995 and 1994 | |
| Notes to Consolidated Statements |
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
| Schedule II Valuation and Qualifying Accounts |
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 - incorporated by reference to Exhibit (3)-#1 to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1995 |
| 3.2 | | By-Laws as currently in effect incorporated by reference to Exhibit (3)#2 to Registrant's Annual Report on Form 10K for the fiscal year ended June 30, 1991 |
| 4 | | 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 Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1992 |
| 10.1 | | 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) |
| 10.1(a) | | 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) |
| 10.1(b) | - | Amendment to Employment Agreement with Josh S. Weston - incorporated by reference to Exhibit 10(ii)(A)-3 to Registrant's Annual Report on Form 10K for the fiscal year ended June 30, 1994 (Management Contract) |
| 10.1(c) | - | Amendment to Employment Agreement with Josh S. Weston (Management Contract) - incorporated by reference to Exhibit 10(ii)(A)-4 to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1995 |
| 10.2 | - | Letter Agreement dated as of August 1, 1996 between Automatic Data Processing, Inc. and Arthur F. Weinbach (Management Contract) |
| 10.3 | | Agreement with Robert J. Casale 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 Contract) |
| 10.4 | | 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) |
| 10.5 | | 1981 Key Employees' Stock Option Plan incorporated by reference to Registrant's Registration Statement No. 275287 on Form S8 (Management Compensatory Plan) |
| 10.5(a) | | 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) |
| 10.6 | | Key Employees' Restricted Stock Plan incorporated by reference to Registrant's Registration Statement No. 3325290 on Form S8 (Management Compensatory Plan) |
| 10.7 | | 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) |
| 10.8 | | 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) |
| 10.9 | | 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) |
| 10.10 | - | 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) |
| 10.11 | - | 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 Calculation of Earnings Per Share |
| 13 | | Pages 2-28 of the 1996 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 on Schedules and Consent |
| 27 | - | Financial Data Schedule |
(b) None.
| Year ended June 30, 1996: | |||||
| Allowance for doubtful accounts: | |||||
| Current | |||||
| Longterm | |||||
| Year ended June 30, 1995: | |||||
| Allowance for doubtful accounts: | |||||
| Current | |||||
| Longterm | |||||
| Year ended June 30, 1994: | |||||
| Allowance for doubtful accounts: | |||||
| Current | |||||
| Longterm |
(A) Doubtful accounts written off, less recoveries on accounts
previously written off.
(B) Acquired in purchase/pooling transactions.
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 23, 1996 | By: /s/ Arthur F. Weinbach Arthur F. Weinbach 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/ Arthur F. Weinbach (Arthur F. Weinbach) | President and Chief Executive Officer (Principal Executive Officer) | September 23, 1996 |
| /s/ Richard J. Haviland (Richard J. Haviland) | Vice President, Finance (Principal Financial Officer) | September 23, 1996 |
| /s/ Josh S. Weston (Josh S. Weston) | Chairman of the Board | September 23, 1996 |
| /s/ Gary C. Butler (Gary C. Butler) | Director | September 23, 1996 |
| /s/ Joseph A. Califano, Jr. (Joseph A. Califano, Jr.) | Director | September 23, 1996 |
| /s/ Leon G. Cooperman (Leon G. Cooperman) | Director | September 23, 1996 |
| ____________________ (George H. Heilmeier) | Director | September __, 1996 |
| /s/ Ann Dibble Jordan (Ann Dibble Jordan) | Director | September 23, 1996 |
| /s/ Harvey M. Krueger (Harvey M. Krueger) | Director | September 23, 1996 |
| ____________________ (Charles P. Lazarus) | Director | September __, 1996 |
| ____________________ (Frederic V. Malek) | Director | September __, 1996 |
| /s/ Henry Taub (Henry Taub) | Director | September 23, 1996 |
| ____________________ (Laurence A. Tisch) | Director | September __, 1996 |
EXHIBIT 11
| PRIMARY EARNINGS PER SHARE: | |||||
| Earnings before cumulative effect of accounting changes | |||||
| Cumulative effect of accounting changes | |||||
| Net earnings applicable to common shares | |||||
| Average number of common shares outstanding (1) | |||||
| Primary earnings per share before cumulative effect of accounting changes | |||||
| Cumulative effect of accounting changes | |||||
| Primary earnings per share (1) | |||||
| FULLY DILUTED EARNINGS PER SHARE: | |||||
| Net earnings used in primary earnings per share | |||||
| Adjustment for interest (net of tax) | |||||
| Zero coupon convertible subordinated notes (5 1/4% yield)(1) | |||||
| Net earnings used for fully diluted earnings per share before cumulative effect of accounting changes | |||||
| Cumulative effect of accounting changes | |||||
| Net earnings used for fully diluted earnings per share | |||||
| Average number of shares outstanding on a fully diluted basis: | |||||
| Shares used in calculating primary earnings per share | |||||
| Diluted effect of all stock options outstanding after application of treasury stock method | |||||
| Shares assumed to be issued upon conversion of Debentures- | |||||
| Zero coupon convertible subordinated notes (5 1/4% yield)(2) | |||||
| Average number of shares outstanding on a fully diluted basis: | |||||
| Fully diluted earnings per share before cumulative effect of accounting changes | |||||
| Cumulative effect of accounting changes | |||||
| Fully diluted earnings per share |
_________________________________
(1) All share and per share information has been adjusted to reflect a twoforone stock split on January 1, 1996.
(2) Assumed converted at the beginning of periods
reported.
EXHIBIT 21
| Name of Subsidiary | Incorporation |
| ADP Atlantic, Inc. | |
| ADP Claims Solutions Group, Inc. | |
| ADP Autonom Computer GmbH | |
| ADP Nederland B.V. | |
| ADP Central, Inc. | |
| ADP Credit Corp. | |
| ADP Dealer Services Ltd. | |
| ADP East, Inc. | |
| ADP Europe S.A. | |
| ADP Financial Information Services, Inc. | |
| ADP Financial Information Services (UK) Limited | |
| ADP, Inc. | |
| ADP Insurance Company, Ltd. | |
| ADP Network Services International, Inc. | |
| ADP Network Services Limited | |
| ADP of New Jersey, Inc. | |
| ADP of North America, Inc. | |
| ADP Pacific, Inc. | |
| ADP Savings Association | |
| ADP Tax Services, Inc. | |
| ADP Broker-Dealer, Inc. |
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, 1996.
EXHIBIT 23
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, 1996 and 1995, and for each
of the three years in the period ended June 30, 1996, and have
issued our report thereon dated August 14, 1996, 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 1996 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 Nos. 33-45150,
33-52876, 33-55909, 33-57207, 33-58165, 33-61629, 333-01839 and
333-02331 on Form S-3 and Registration Statements Nos. 33-24987,
33-25290, 33-38338, 2-75287, 33-38366, 3338365, 33-46168,
33-51979, 33-51977, 33-52629, 33-56419, 33-56463, 333-10281, 333-10279
and 333-10277 on Form S-8 of our report dated August 14, 1996,
included in your 1996 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, 1996.
/s/ Deloitte & Touche LLP
New York, New York
August 14, 1996
EXHIBIT 27
| Item Number | Item Description | |
| 502(1) | cash and cash items | |
| 502(2) | marketable securities | |
| 502(3)(a)(1) | notes and accounts receivabletrade | |
| 502(4) | allowances for doubtful accounts | |
| 502(6) | inventory | |
| 502(9) | total current assets | |
| 502(13) | property, plant and equipment | |
| 502(14) | accumulated depreciation | |
| 502(18) | total assets | |
| 502(21) | total current liabilities | |
| 502(22) | bonds, mortgages and similar debt | |
| 502(28) | preferred stockmandatory redemption | |
| 502(29) | preferred stockno mandatory redemption | |
| 502(30) | common stock | |
| 502(31) | other stockholders' equity | |
| 502(32) | total liabilities and stockholders' equity | |
| 503(b)1(a) | net sales of tangible products | |
| 503(b)1 | total revenues | |
| 503(b)2(a) | cost of tangible goods sold | |
| 503(b)2 | total costs and expenses applicable to sales & revenue | |
| 503(b)3 | other costs and expenses | |
| 503(b)(5) | provision for doubtful accounts and notes | |
| 503(b)(8) | interest and amortization of debt discount | |
| 5-03(b)(10) | income before taxes and other items | |
| 5-03(b)(11) | income tax expense | |
| 5-03(b)(14) | income/loss continuing operations | |
| 5-03(b)(15) | discontinued operations | |
| 5-03(b)(17) | extraordinary items | |
| cumulative effect-changes | ||
| 5-03(b)(18) | in accounting principles | |
| 5-03(b)(19) | net income or loss | |
| 5-03(b)(20) | earnings per share-primary | |
| 5-03(b)(20) | earnings per share-fully diluted |