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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
COMMISSION FILE NUMBER 1-5397
AUTOMATIC DATA PROCESSING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-1467904
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE ADP BOULEVARD, ROSELAND, NEW JERSEY 07068
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201-994-5000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
COMMON STOCK, $.10 PAR VALUE NEW YORK STOCK EXCHANGE
(VOTING) 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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 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 10-K or any amendment to this Form 10-K. [x]
The aggregate market value of the voting stock held by non-affiliates 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.
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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
processing 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.
-1-
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 time-keeping 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 front-office 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 back-office stock brokerage and related financial computing
services such as trade processing, cage management, stock loan accounting,
on-line inquiry and data collection, portfolio reporting, order matching and
on-line 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.
-2-
DEALER SERVICES
ADP provides industry-specific 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 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
laser-printed originals. This product 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 provides auto
insurers with a consistent methodology for assessing the proper diagnoses and
treatment of automobile-related injuries.
-3-
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 on-site 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 front-office 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 front-office component represents less than
10% of consolidated revenue.
Services to all industries are generally available by the electronic
transmission (through communications lines) of computer-generated 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 ADP-proprietary 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. Non-North 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 non-brokerage 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 non-insurance clients.
Employer Services has over 300,000 clients
-4-
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 in-house 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.
-5-
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
commission-based 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 value-added 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, IBM-compatibles, 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 ADP-provided 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.
-6-
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
-7-
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
-8-
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
-10-
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 8-K
(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 10-K
-----------------
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.
-11-
3. The following exhibits are filed with this Form 10-K or incorporated
herein by reference to the document set forth next to the exhibit in the list
below:
(3)-#1 - Amended and Restated Certificate of Incorporation
dated 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 10-K 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 10-K 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
10-K 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 10-K 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 10-K 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)
-12-
(10)(iii)(A)-#4 - 1981 Key Employees' Stock Option Plan - incorporated
by reference to Registrant's Registration Statement
No. 2-75287 on Form S-8 (Management Compensatory
Plan)
(10)(iii)(A)-#5 - Key Employees' Restricted Stock Plan - incorporated
by reference to Registrant's Registration Statement
No. 33-25290 on Form S-8 (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 10-K for the fiscal year ended June
30, 1989 (Management Compensatory Plan)
(10)(iii)(A)-#8 - 1989 Non-Employee Director Stock Option Plan -
incorporated by reference to Exhibit 10(iii)(A)-#7
to Registrant's Annual Report on Form 10-K 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 10-K 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 Incentive 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.
-13-
AUTOMATIC DATA PROCESSING, INC.
AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Additions
-----------------------
(1) (2)
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
(A) Doubtful accounts written off, less recoveries on accounts previously
written off.
(B) Acquired in purchase/pooling transactions.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
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
-------------------------- and Director (Principal
(Josh S. Weston) Executive Officer)
/s/ Fred D. Anderson, Jr. Chief Financial Officer and September 21, 1995
-------------------------- Corporate Vice President
(Fred D. Anderson, Jr.) (Principal Financial Officer)
/s/ Richard J. Haviland Controller and Corporate September 21, 1995
-------------------------- Vice President
(Richard J. Haviland)
/s/ Joseph A. Califano, Jr. Director September 21, 1995
--------------------------
(Joseph A. Califano, Jr.)
/s/ Leon G. Cooperman Director September 21, 1995
--------------------------
(Leon G. Cooperman)
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/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)
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