Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - CDK Global, Inc. | exh_992.htm |
| EX-99.1 - EXHIBIT 99.1 - CDK Global, Inc. | exh_991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): November 2, 2016
CDK Global, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-36486 | 46-5743146 | |
| (Commission File Number) | (I.R.S. Employer Identification Number) |
| 1950 Hassell Road, Hoffman Estates, IL 60169 |
| (Registrant's telephone number, including area code) |
(847) 397-1700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 2.02. Results of Operations and Financial Condition.
On November 2, 2016, CDK Global, Inc. (“CDK”) issued a press release announcing financial results for its first fiscal quarter ended September 30, 2016 and forward-looking statements relating to its full fiscal years ending June 30, 2017 and 2018. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. Exhibit 99.1 includes adjusted financial measures relating to CDK’s operations, liquidity, and forecasted outlook. Certain of these adjusted measures will be used in CDK’s first fiscal quarter ended September 30, 2016 analyst conference call. In addition, Exhibit 99.1 includes reconciliations of these adjusted to GAAP measures, as well as an explanation of how management uses these adjusted measures and the reasons why management views these measures as providing useful information for investors. These adjusted financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP and the financial results calculated in accordance with GAAP and reconciliations from CDK’s results should be carefully evaluated. Effective July 1, 2016, CDK reorganized into two main operating groups: CDK North America and CDK International. CDK classifies its operations into the following reportable segments: Retail Solutions North America, Advertising North America, and CDK International. In addition, CDK has an Other segment, the primary components of which are corporate allocations and other expenses not recorded in the segment results. While CDK’s consolidated results were not impacted, it has restated its historical segment information for consistent presentation. A summary of CDK’s segment GAAP and adjusted revenues and pretax earnings for each quarter in fiscal 2015 and fiscal 2016, restated as if they had been reported under our new reportable segment structure, is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein. The information contained in this Current Report on Form 8-K, as well as Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.Exhibit
Number Description of Exhibit 99.1 Press Release issued by CDK Global, Inc. on November 2, 2016 99.2 Restated segment GAAP and adjusted revenues and pretax earnings
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CDK Global, Inc. | ||
| Date: November 2, 2016 | By: | /s/ Alfred A. Nietzel |
| Alfred A. Nietzel | ||
| Executive Vice President, Chief Financial Officer | ||
Exhibit Index Exhibit
Number Exhibit Description 99.1 Press Release issued by CDK Global, Inc. on November 2, 2016 99.2 Restated segment GAAP and adjusted revenues and pretax earnings