10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
 
FORM 10-Q
______________

ý        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended December 31, 2015

OR

o        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Transition Period From          to         
 
Commission File Number 001-36486
______________

CDK Global, Inc.
(Exact name of registrant as specified in its charter)
______________
 
Delaware
46-5743146
(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification No.)
 
1950 Hassell Road, Hoffman Estates, IL
60169
(Address of principal executive offices) 
(Zip Code)

Registrant’s telephone number, including area code: (847) 397-1700

______________
 
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 such filing requirements for the past 90 days.  Yes  ý   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ý       No   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
    Large accelerated filer o
 
Accelerated filer o
    Non-accelerated filer ý (Do not check if a smaller reporting company)
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No  ý

The number of shares outstanding of the registrant’s common stock as of January 29, 2016 was 155,276,390.




Table of Contents

 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 

1


Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CDK Global, Inc.
Condensed Consolidated and Combined Statements of Operations
(In millions, except per share amounts)
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
Revenues
$
520.1

 
$
517.0

 
$
1,034.7

 
$
1,034.0

 
 
 
 
 
 
 
 
Expenses:
 

 
 

 
 
 
 
Cost of revenues
301.2

 
323.3

 
612.0

 
634.8

Selling, general and administrative expenses
105.8

 
105.9

 
203.2

 
216.4

Restructuring expenses
1.8

 

 
3.7

 

Separation costs

 
3.3

 

 
34.0

Total expenses
408.8

 
432.5

 
818.9

 
885.2

Operating earnings
111.3

 
84.5

 
215.8

 
148.8

 
 
 
 
 
 
 
 
Interest expense
(9.5
)
 
(9.0
)
 
(18.8
)
 
(10.1
)
Other income, net
5.0

 
1.6

 
5.6

 
2.9

 
 
 
 
 
 
 
 
Earnings before income taxes
106.8

 
77.1

 
202.6

 
141.6

 
 
 
 
 
 
 
 
Provision for income taxes
(37.1
)
 
(32.7
)
 
(71.7
)
 
(56.2
)
 
 
 
 
 
 
 
 
Net earnings
69.7

 
44.4

 
130.9

 
85.4

Less: net earnings attributable to noncontrolling interest
1.5

 
2.0

 
3.7

 
4.0

Net earnings attributable to CDK
$
68.2

 
$
42.4

 
$
127.2

 
$
81.4

 
 
 
 
 
 
 
 
Net earnings attributable to CDK per common share:
 
 
 
 
 
 
 
Basic
$
0.43

 
$
0.26

 
$
0.80

 
$
0.51

Diluted
$
0.43

 
$
0.26

 
$
0.80

 
$
0.50

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding:
 
 
 
 
 
 
 
Basic
158.7

 
160.7

 
158.9

 
160.7

Diluted
159.7

 
161.8

 
160.0

 
161.2

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.135

 
$
0.120

 
$
0.255

 
$
0.120


See notes to the condensed consolidated and combined financial statements.

2


CDK Global, Inc.
Condensed Consolidated and Combined Statements of Comprehensive Income
(In millions)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
Net earnings
$
69.7

 
$
44.4

 
$
130.9

 
$
85.4

Other comprehensive loss:
 
 
 
 
 
 
 
Currency translation adjustments
(15.0
)
 
(19.5
)
 
(31.8
)
 
(16.9
)
Other comprehensive loss
(15.0
)
 
(19.5
)
 
(31.8
)
 
(16.9
)
Comprehensive income
54.7

 
24.9

 
99.1

 
68.5

Less: comprehensive income attributable to noncontrolling interest
1.5

 
2.0

 
3.7

 
4.0

Comprehensive income attributable to CDK
$
53.2

 
$
22.9

 
$
95.4

 
$
64.5


See notes to the condensed consolidated and combined financial statements.


3


CDK Global, Inc.
Condensed Consolidated Balance Sheets
(In millions, except per share par value)
(Unaudited)
 
December 31,
 
June 30,
 
2015
 
2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
347.5

 
$
408.2

Accounts receivable, net of allowances of $7.0 and $6.8, respectively
378.9

 
314.6

Other current assets
190.7

 
162.4

Total current assets
917.1

 
885.2

Property, plant and equipment, net
101.4

 
100.0

Other assets
223.3

 
224.1

Goodwill
1,187.3

 
1,209.9

Intangible assets, net
86.9

 
99.3

Total assets
$
2,516.0

 
$
2,518.5

 
 
 
 
Liabilities and Equity
 

 
 

Current liabilities:
 

 
 

Current maturities of long-term debt and capital lease obligations
$
26.4

 
$
13.0

Accounts payable
13.4

 
21.7

Accrued expenses and other current liabilities
159.2

 
154.4

Accrued payroll and payroll-related expenses
71.0

 
123.2

Short-term deferred revenues
173.4

 
186.1

Total current liabilities
443.4

 
498.4

Long-term debt and capital lease obligations
1,202.2

 
971.1

Long-term deferred revenues
157.7

 
162.9

Deferred income taxes
71.8

 
58.2

Other liabilities
45.1

 
43.8

Total liabilities
1,920.2

 
1,734.4

 
 
 
 
Equity:
 

 
 

Preferred stock, $0.01 par value: Authorized, 50.0 shares; issued and outstanding, none

 

Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 160.3 and 161.3 shares, respectively; outstanding, 155.2 and 160.2 shares, respectively
1.6

 
1.6

Additional paid-in-capital
629.6

 
686.5

Retained earnings
167.8

 
81.2

Treasury stock, at cost: 5.1 and 1.1 shares, respectively
(240.6
)
 
(50.7
)
Accumulated other comprehensive income
19.8

 
51.6

Total CDK stockholders' equity
578.2

 
770.2

Noncontrolling interest
17.6

 
13.9

Total equity
595.8

 
784.1

Total liabilities and equity
$
2,516.0

 
$
2,518.5



See notes to the condensed consolidated and combined financial statements.

4


CDK Global, Inc.
Condensed Consolidated and Combined Statements of Cash Flows
(In millions)
(Unaudited)
 
Six Months Ended
 
December 31,
 
2015
 
2014
Cash Flows from Operating Activities:
 
 
 
Net earnings
$
130.9

 
$
85.4

Adjustments to reconcile net earnings to cash flows provided by operating activities:
 

 
 

Depreciation and amortization
28.7

 
43.4

Deferred income taxes
19.0

 
2.3

Stock-based compensation expense
12.8

 
13.4

Pension expense

 
1.0

Other
(5.0
)
 
(5.9
)
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses:
 

 
 

Increase in accounts receivable
(69.8
)
 
(27.7
)
Increase in other assets
(41.6
)
 
(18.0
)
Decrease in accounts payable
(7.8
)
 
(0.7
)
(Decrease) increase in accrued expenses and other liabilities
(41.4
)
 
11.8

Net cash flows provided by operating activities
25.8

 
105.0

 
 
 
 
Cash Flows from Investing Activities:
 

 
 

Capital expenditures
(18.1
)
 
(14.5
)
Proceeds from sale of property, plant and equipment

 
0.9

Capitalized software
(2.1
)
 
(2.0
)
Contributions to investments
(6.7
)
 

Proceeds from investments
7.7

 

Proceeds from notes receivable from ADP and its affiliates

 
40.6

Net cash flows (used in) provided by investing activities
(19.2
)
 
25.0

 
 
 
 
Cash Flows from Financing Activities:
 

 
 

Repayments of notes payable to ADP and its affiliates

 
(21.9
)
Net transactions of parent company investment

 
(240.8
)
Proceeds from long-term debt
250.0

 
1,750.0

Repayments of long-term debt and capital lease obligations
(6.7
)
 
(753.1
)
Dividend paid to ADP at spin-off

 
(825.0
)
Dividends paid to stockholders
(40.8
)
 
(19.4
)
Repurchases of common stock
(261.0
)
 

Proceeds from exercises of stock options
2.9

 
3.1

Excess tax benefit from stock-based compensation awards
7.0

 
6.8

Withholding tax payments for stock-based compensation awards
(8.5
)
 

Dividend payments of CVR to noncontrolling owners

 
(5.4
)
Payment of deferred financing costs
(1.6
)
 
(9.0
)
Recovery of dividends paid (Note 1E)
0.4

 

Net cash flows used in financing activities
(58.3
)
 
(114.7
)
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
(9.0
)
 
(15.9
)
 
 
 
 
Net change in cash and cash equivalents
(60.7
)
 
(0.6
)
 
 
 
 
Cash and cash equivalents, beginning of period
408.2

 
402.8

 
 
 
 
Cash and cash equivalents, end of period
$
347.5

 
$
402.2

 
 
 
 
Supplemental Disclosure:
 
 
 
Cash paid for:
 
 
 
Income taxes and foreign withholding taxes, net of refunds
$
86.3

 
$
10.6

Interest
17.5

 
1.7


See notes to the condensed consolidated and combined financial statements.

5




CDK Global, Inc.
Condensed Consolidated Statement of Equity
(In millions)
(Unaudited)

 
Common Stock
 
Additional Paid-in-Capital
 
Retained Earnings
 
Treasury Stock
 
Accumulated Other Comprehensive Income
 
Total CDK Stockholders' Equity
 
Non-controlling Interest
 
Total Equity
 
Shares Issued
 
Amount
 
 
 
 
 
 
 
Balance as of June 30, 2015
161.3

 
$
1.6

 
$
686.5

 
$
81.2

 
$
(50.7
)
 
$
51.6

 
$
770.2

 
$
13.9

 
$
784.1

Net earnings

 

 

 
127.2

 

 

 
127.2

 
3.7

 
130.9

Foreign currency translation adjustments

 

 

 

 

 
(31.8
)
 
(31.8
)
 

 
(31.8
)
Stock-based compensation expense and related dividend equivalents

 

 
12.1

 
(0.2
)
 

 

 
11.9

 

 
11.9

Common stock issued for the exercise and vesting of stock-based compensation awards, net

 

 
(26.0
)
 

 
20.4

 

 
(5.6
)
 

 
(5.6
)
Excess tax benefit from stock-based compensation awards

 

 
7.0

 

 

 

 
7.0

 

 
7.0

Cash dividends paid to stockholders

 

 

 
(40.8
)
 

 

 
(40.8
)
 

 
(40.8
)
Repurchases of common stock

 

 
(50.0
)
 

 
(210.3
)
 

 
(260.3
)
 

 
(260.3
)
Correction of common stock issued in connection with the spin-off and dividends paid (Note 1E)
(1.0
)
 

 

 
0.4

 

 

 
0.4

 

 
0.4

Balance as of December 31, 2015
160.3

 
$
1.6

 
$
629.6

 
$
167.8

 
$
(240.6
)
 
$
19.8

 
$
578.2

 
$
17.6

 
$
595.8


See notes to the condensed consolidated and combined financial statements.


6


CDK Global, Inc.
Notes to the Condensed Consolidated and Combined Financial Statements
(Tabular amounts in millions, except per share amounts)
(Unaudited)
Note 1. Basis of Presentation
A. Spin-off
On April 9, 2014, the board of directors of Automatic Data Processing, Inc. (“ADP”) approved the spin-off of the Dealer Services business of ADP. On September 30, 2014, the spin-off became effective and ADP distributed 100% of the common stock of CDK Global, Inc. (the "Company" or "CDK") to the holders of record of ADP's common stock as of September 24, 2014 (the "spin-off").
Concurrent with the spin-off, the Company and ADP entered into several agreements providing for transition services and governing relationships between the Company and ADP. Refer to Notes 8 and 12 for further information.
B. Description of Business
The Company is a global provider of integrated technology solutions to the information technology and marketing/advertising markets of the automotive retail industry. The Company’s solutions enable automotive retailers and original equipment manufacturers (“OEMs”) to better manage, analyze, and grow their businesses. The Company classifies its operations into the following reportable segments: Automotive Retail North America, Automotive Retail International, and Digital Marketing. In addition, the Company has an “Other” segment, the primary components of which are corporate allocations and other expenses not recorded in the segment results. Refer to Note 13 for further information.
C. Basis of Preparation
The financial statements presented herein represent (i) the results of operations for the three months and six months ended December 31, 2015 and the three months ended December 31, 2014 and the balance sheets as of December 31, 2015 and June 30, 2015 with the Company reporting as a separate publicly-traded company (referred to as "consolidated financial statements") and (ii) the results of operations for the six months ended December 31, 2014, which includes the period prior to the spin-off when the Company was a wholly owned subsidiary of ADP (referred to as "combined financial statements"). Throughout this Quarterly Report on Form 10-Q when we refer to the "financial statements," we are referring to the "condensed consolidated and combined financial statements," unless the context indicates otherwise.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect assets, liabilities, revenues, and expenses that are reported in the accompanying financial statements and footnotes thereto. Actual results may differ from those estimates. These financial statements present the consolidated and combined financial position and results of operations of the Company, which was under common control and common management by ADP until the spin-off. The historical financial results in the accompanying financial statements presented may not be indicative of the results that would have been achieved had the Company operated as a separate, stand-alone entity.
The accompanying financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. Interim financial results are not necessarily indicative of financial results for a full year. The financial statements in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated and combined financial statements and related notes of the Company as of and for the fiscal year ended June 30, 2015 included in the Annual Report on Form 10-K.
Prior to the spin-off, the financial statements in this Quarterly Report on Form 10-Q included costs for facilities, functions, and services used by the Company at shared ADP sites and costs for certain functions and services performed by centralized ADP organizations and directly charged to the Company based on revenue and headcount. Following the spin-off, the Company performs these functions using internal resources or purchased services, certain of which were provided by ADP during a transitional period that ended September 30, 2015 pursuant to the transition services agreement. Refer to Note 12 for further information on agreements entered into with ADP as a result of the spin-off. The expenses allocated to the Company for these services are not necessarily indicative of the expenses that would have been incurred if the Company had been a separate,

7


independent entity and had otherwise managed these functions. The Company’s financial statements include the following transactions with ADP or its affiliates:
Separation Costs. The financial statements of the Company include certain incremental costs that are directly attributable to the spin-off. Prior to the spin-off, separation costs were paid by ADP and allocated to the Company. These costs were related to professional services and amounted to $3.3 million and $34.0 million for the three and six months ended December 31, 2014, respectively. The Company did not incur any separation costs during the three and six months ended December 31, 2015.
Overhead Expenses. Prior to the spin-off, the financial statements of the Company included an allocation of certain general expenses of ADP and its affiliates, which were in support of the Company, including departmental costs for travel, procurement, treasury, tax, internal audit, risk management, real estate, benefits, and other corporate and infrastructure costs. The Company was allocated overhead costs related to ADP's shared functions of $7.1 million for the three and six months ended December 31, 2014. The Company was not allocated any overhead costs related to ADP's shared functions during the three and six months ended December 31, 2015. These costs were reported in selling, general, and administrative expenses on the consolidated and combined statements of operations. These allocations were based on a variety of factors. The allocation of the travel department costs was based on the estimated percentage of travel directly related to the Company. The allocation of benefits was based on the approximate benefit claims or payroll costs directly related to the Company as compared to ADP’s total claims and payroll costs. The allocation of real estate management costs was based on the estimated percentage of square footage of facilities for the Company's business that was managed by the ADP corporate real estate department in relation to ADP’s total managed facilities. All other allocations were based on an estimated percentage of support staff time or system utilization in comparison to ADP as a whole. Management believes that these allocations were made on a reasonable basis.
Royalty Fees. Prior to the spin-off, the financial statements included a trademark royalty fee charged by ADP to the Company based on revenues for licensing fees associated with the use of the ADP trademark. The Company was charged trademark royalty fees of $5.7 million for the three and six months ended December 31, 2014. The Company was not charged trademark royalty fees for the three and six months ended December 31, 2015. These charges were included in selling, general, and administrative expenses on the consolidated and combined statements of operations. Management believes that these allocations were made on a reasonable basis.
Services Received from Affiliated Companies. Prior to the spin-off, certain systems development functions were outsourced to an ADP shared services facility located in India. This facility provided services to the Company as well as to other ADP affiliates. The Company purchased services from this facility of $5.5 million for the three and six months ended December 31, 2014. These functions were no longer outsourced to an ADP shared services facility for the three and six months ended December 31, 2015. The charge for these services was included within cost of revenues on the consolidated and combined statements of operations.
Notes Receivable from ADP and its Affiliates and Notes Payable to ADP and its Affiliates. Prior to the spin-off, notes receivable from ADP and its affiliates and notes payable to ADP and its affiliates were settled; therefore, there were no outstanding notes receivable from or payable to ADP and its affiliates in the accompanying consolidated balance sheets as of December 31, 2015 and June 30, 2015. Interest income on notes receivable from ADP and its affiliates was $0.2 million for the three and six months ended December 31, 2014. The Company recorded interest income on notes receivable from ADP and its affiliates within other income, net on the consolidated and combined statements of operations. Interest expense on notes payable to ADP and its affiliates was $0.2 million for the three and six months ended December 31, 2014. The Company recorded interest expense on notes payable to ADP and its affiliates within interest expense on the consolidated and combined statements of operations. There was no interest income or interest expense under similar arrangements for the three and six months ended December 31, 2015.
Other Services. Prior to the spin-off, the Company received other services from ADP and its affiliates (e.g., payroll processing services). The Company was charged primarily at a fixed rate per employee per month for such payroll processing services. Expenses incurred for such services were $0.4 million for the three and six months ended December 31, 2014. The Company did not incur expenses for such services during the three and six months ended December 31, 2015. These expenses were included in selling, general, and administrative expenses on the consolidated and combined statements of operations.

8


D. Financial Statement Revisions
During the fiscal year ended June 30, 2015, the Company elected to make revisions to previously reported results of operations, financial condition, and cash flows as discussed below. The Company previously reported the revisions in its Quarterly Report on Form 10-Q for the three and nine months ended March 31, 2015 and its Registration Statement on Form S-4 and included the effects of the revisions in the quarterly financial results included in its Annual Report on Form 10-K for the year ended June 30, 2015. The nature of the revisions discussed below is consistent with the revisions reflected in those financial statements.
The Company previously reported the condensed consolidated and combined results of operations and comprehensive income for the three and six months ended December 31, 2014 and cash flows for the six months ended December 31, 2014 in its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014. The Company assessed the materiality of the misstatements discussed below on prior period financial statements and concluded that while such revisions are immaterial to the condensed consolidated and combined results of operations and comprehensive income for the three and six months ended December 31, 2014 and cash flows for the six months ended December 31, 2014, the condensed consolidated and combined financial statements should be revised to provide greater comparability to the financial statements for the periods occurring after the spin-off.
Historically, leases of certain hardware components included within Dealer Management Systems ("DMS") and integrated solutions were accounted for as operating leases and revenues were recognized in accordance with Accounting Standards Codification ("ASC") 840, "Leases." The Company has now determined that these hardware components should be reported as sales-type leases in accordance with ASC 840, "Leases." In accordance with sales-type lease accounting, revenues for leased hardware are recognized upon installation and receivables are recorded based on the present value of the minimum lease payments at the beginning of the lease term. The Company's consolidated and combined financial statements have been revised to reflect sales-type lease accounting for these hardware components as well as the related income tax effects. This revision impacted the Automotive Retail North America and Automotive Retail International segments and is immaterial. Segment revenues and earnings before income taxes in Note 13 for the three and six months ended December 31, 2014 include the effects of this revision.
The Company revised the presentation of the noncontrolling interest ("NCI") in CVR to comply with ASC 810, "Consolidations." Accordingly, earnings, comprehensive income, and net assets in CVR which are not attributable to the Company have been separately presented within the consolidated and combined financial statements. Historically, the NCI in CVR's earnings was included within selling, general, and administrative expenses in the consolidated and combined statements of operations, and the NCI in CVR's net assets was included within other liabilities in the consolidated and combined balance sheets. This revision impacted the Automotive Retail North America segment, and earnings before income taxes in Note 13 for the three and six months ended December 31, 2014 reflects this revision.
The Company revised the classification of net transactions of parent company investment from investing activities to financing activities in the consolidated and combined statement of cash flows for the six months ended December 31, 2014 due to the fact that amounts due to and from ADP were presented as parent company's net investment within equity on the balance sheet.
The following are selected line items from the Company's consolidated and combined financial statements illustrating the effect of these immaterial revisions:

9


Condensed Consolidated and Combined Statements of Operations
 
Three Months Ended December 31, 2014
 
 
 
Adjustments
 
 
 
As Reported
 
Hardware
 
NCI
 
As Revised
Revenues
$
521.2

 
$
(4.2
)
 
$

 
$
517.0

Cost of revenues
326.9

 
(3.6
)
 

 
323.3

Selling, general and administrative
107.8

 
0.1

 
(2.0
)
 
105.9

Total expenses
438.0

 
(3.5
)
 
(2.0
)
 
432.5

Operating earnings
83.2

 
(0.7
)
 
2.0

 
84.5

Other income, net
1.0

 
0.6

 

 
1.6

Earnings before income taxes
75.2

 
(0.1
)
 
2.0

 
77.1

Net earnings
42.5

 
(0.1
)
 
2.0

 
44.4

Less: net earnings attributable to noncontrolling interest

 

 
2.0

 
2.0

Net earnings attributable to CDK
$
42.5

 
$
(0.1
)
 
$

 
$
42.4

Basic earnings attributable to CDK per share
$
0.26

 
$

 
$

 
$
0.26

Diluted earnings attributable to CDK per share
$
0.26

 
$

 
$

 
$
0.26

 
Six Months Ended December 31, 2014
 
 
 
Adjustments
 
 
As Reported
 
Hardware
 
NCI
 
As Revised
Revenues
$
1,037.2

 
$
(3.2
)
 
$

 
$
1,034.0

Cost of revenues
636.7

 
(1.9
)
 

 
634.8

Selling, general and administrative
220.2

 
0.2

 
(4.0
)
 
216.4

Total expenses
890.9

 
(1.7
)
 
(4.0
)
 
885.2

Operating earnings
146.3

 
(1.5
)
 
4.0

 
148.8

Other income, net
1.7

 
1.2

 

 
2.9

Earnings before income taxes
137.9

 
(0.3
)
 
4.0

 
141.6

Provision for income taxes
(56.3
)
 
0.1

 

 
(56.2
)
Net earnings
81.6

 
(0.2
)
 
4.0

 
85.4

Less: net earnings attributable to noncontrolling interest

 

 
4.0

 
4.0

Net earnings attributable to CDK
$
81.6

 
$
(0.2
)
 
$

 
$
81.4

Basic earnings attributable to CDK per share
$
0.51

 
$

 
$

 
$
0.51

Diluted earnings attributable to CDK per share
$
0.51

 
$

 
$

 
$
0.50









10


Condensed Consolidated and Combined Statements of Comprehensive Income
 
Three Months Ended December 31, 2014
 
 
 
Adjustments
 
 
 
As Reported
 
Hardware
 
NCI
 
As Revised
Net earnings
$
42.5

 
$
(0.1
)
 
$
2.0

 
$
44.4

Other comprehensive loss:
 
 
 
 
 
 
 
Currency translation adjustments
(19.4
)
 
(0.1
)
 

 
(19.5
)
Other comprehensive loss
(19.4
)
 
(0.1
)
 

 
(19.5
)
Comprehensive income
23.1

 
(0.2
)
 
2.0

 
24.9

Less: comprehensive income attributable to noncontrolling interest

 

 
2.0

 
2.0

Comprehensive income attributable to CDK
$
23.1

 
$
(0.2
)
 
$

 
$
22.9

 
Six Months Ended December 31, 2014
 
 
 
Adjustments
 
 
 
As Reported
 
Hardware
 
NCI
 
As Revised
Net earnings
$
81.6

 
$
(0.2
)
 
$
4.0

 
$
85.4

Other comprehensive loss:
 
 
 
 
 
 
 
Currency translation adjustments
(16.8
)
 
(0.1
)
 

 
(16.9
)
Other comprehensive loss
(16.8
)
 
(0.1
)
 

 
(16.9
)
Comprehensive income
64.8

 
(0.3
)
 
4.0

 
68.5

Less: comprehensive income attributable to noncontrolling interest

 

 
4.0

 
4.0

Comprehensive income attributable to CDK
$
64.8

 
$
(0.3
)
 
$

 
$
64.5



11


Condensed Consolidated and Combined Statement of Cash Flows
 
Six Months Ended December 31, 2014
 
 
 
Adjustments
 
 
 
As Reported
 
Hardware
 
NCI
 
Parent Investment
 
As Revised
Cash Flows from Operating Activities:
 
 
 
 
 
 
 
 
 
Net earnings
$
81.6

 
$
(0.2
)
 
$
4.0

 

 
$
85.4

Adjustments to reconcile net earnings to cash flows provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization
51.7

 
(8.3
)
 

 

 
43.4

Deferred income taxes
2.4

 
(0.1
)
 

 

 
2.3

Other
(1.7
)
 
(0.2
)
 
(4.0
)
 

 
(5.9
)
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses:
 
 
 
 
 
 
 
 
 
Increase in accounts receivable
(27.5
)
 
(0.2
)
 

 

 
(27.7
)
(Increase)/decrease in other assets
(21.0
)
 
3.0

 

 

 
(18.0
)
(Decrease)/increase in accrued expenses and other liabilities
7.1

 
(0.7
)
 
5.4

 

 
11.8

Net cash flows provided by/(used in) operating activities
106.3

 
(6.7
)
 
5.4

 

 
105.0

 
 
 
 
 
 
 
 
 
 
Cash Flows from Investing Activities:
 
 
 
 
 
 
 
 
 
Capital expenditures
(21.2
)
 
6.7

 

 

 
(14.5
)
Net transactions of parent company investment
(240.8
)
 

 

 
240.8

 

Net cash flows (used in)/provided by investing activities
(222.5
)
 
6.7

 

 
240.8

 
25.0

 
 
 
 
 
 
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
 
 
 
 
 
 
Net transactions of parent company investment

 

 

 
(240.8
)
 
(240.8
)
Dividend payment to noncontrolling owners

 

 
(5.4
)
 

 
(5.4
)
Net cash flows provided by/(used in) financing activities
131.5

 

 
(5.4
)
 
(240.8
)
 
(114.7
)
E. Spin-off Common Stock Issued
During the three months ended September 30, 2015, the Company became aware that 1.0 million shares of common stock were inadvertently issued and distributed to ADP at the spin-off with respect to certain unvested ADP equity awards. The Company previously reported that 160.6 million shares were issued in connection with the spin-off, which was overstated by 1.0 million shares. In addition, dividends paid to stockholders in fiscal 2015 were overstated by $0.4 million. The Company assessed the materiality and concluded that the impact was not material to previously reported results of operations, financial condition, or cash flows. During the three months ended September 30, 2015, the Company and ADP took corrective action to cancel the 1.0 million shares of common stock effective as of September 30, 2014 and the Company recovered the $0.4 million of cumulative dividends paid on such shares, thereby increasing the Company's retained earnings. The effects of these adjustments were reflected in the accompanying financial statements for the three and six months ended December 31, 2015.
F. Significant Accounting Policies
Revenue Recognition. Revenues are generated from software licenses, hosting arrangements, hardware sales and leases, support and maintenance, professional services, advertising, and digital marketing, as well as certain transactional services.
The Company recognizes software related revenue (on-site) in accordance with the provisions of ASC 985-605, “Software-Revenue Recognition,” and non-software related revenues, upfront hardware sales, and software delivered under a hosted model in accordance with ASC 605, "Revenue Recognition."
In general, revenue is recognized when all of the following criteria have been met:
persuasive evidence of an arrangement exists;
delivery has occurred or services have been rendered;

12


fees are fixed or determinable; and
collection of the revenue is reasonably assured.
The following are the Company’s major components of revenue:
Bundled sales of DMS and integrated solutions. In the Automotive Retail North America and Automotive Retail International segments, the Company receives fees for product installation, fees for software licenses, ongoing software support and maintenance of DMS, and other integrated solutions that are either hosted by the Company or installed on-site at the client’s location. Revenues for term licenses are recognized ratably over the software license term, as vendor-specific objective evidence of the fair values of the individual elements in the sales arrangement does not exist. Revenue recognition commences at the installation dates, when client acceptance has occurred, and collectability of a determinable amount is probable. In the case of hosted applications, the client does not have the contractual right to take possession of the software and the items delivered at the outset of the contract (e.g., installation, training, etc.) do not have value to the client without the software license and ongoing support and maintenance. Any upfront fees charged in the case of hosted arrangements are recognized ratably over the expected benefit period of the arrangement, typically five years. The unrecognized portion of these revenue elements is recorded as deferred revenue.
The Company also offers various hardware elements in connection with DMS and integrated solution sales, which in some instances are considered sales-type leases under ASC 840, "Leases." Revenues related to leased hardware are recognized upon installation and receivables are recorded based on the present value of the minimum lease payments at the beginning of the lease term. Effective July 1, 2015, for new arrangements, the Company offers hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists. Hardware service revenues are recognized over the life of the arrangements. As a result, the legacy portfolio of sales-type lease receivables is expected to decline over time.
Transactional revenues. The Company receives revenues on a fee per transaction processed basis in connection with providing auto retailers interfaces with third parties to process credit reports, vehicle registrations, data updates, and automotive equity mining. Transactional revenues are recorded in accordance with ASC 605, "Revenue Recognition." Delivery occurs at the time the services are rendered. Transactional revenues are recorded in revenues gross of costs incurred for credit report processing, vehicle registrations, and automotive equity mining as the Company is contractually responsible for providing the service, software, and/or connectivity to the clients, and therefore, the Company is the primary obligor under ASC 605, "Revenue Recognition."
Digital Marketing services. The Company receives revenues from the placement of advertising for clients and providing websites and related advertising and marketing services. Digital marketing revenues are recorded in accordance with ASC 605, "Revenue Recognition" as delivery occurs at the time the services are rendered.
Taxes collected from customers and remitted to governmental authorities are presented on a net basis; that is, such taxes are excluded from revenues.
Deferred Costs. Costs to deliver services are expensed to cost of revenues as incurred with the exception of specific costs directly related to transition or installation activities, including the payroll-related costs for the Company's implementation and training teams, as well as commission costs for the sale. These costs are deferred and expensed proportionately over the same period that the deferred revenues are recognized as revenues. Deferred amounts are monitored regularly to ensure appropriate asset and expense recognition. Current deferred costs classified within other current assets on the consolidated balance sheets were $102.7 million and $105.3 million as of December 31, 2015 and June 30, 2015, respectively. Long-term deferred costs classified within other assets on the consolidated balance sheets were $138.7 million and $144.7 million as of December 31, 2015 and June 30, 2015, respectively.
Computer Software to be Sold, Leased, or Otherwise Marketed. The Company's policy provides for the capitalization of certain costs of computer software to be sold, leased, or otherwise marketed. The Company's policy provides for the capitalization of all software production costs upon reaching technological feasibility for a specific product. Technological feasibility is attained when software products have a completed working model whose consistency with the overall product design has been confirmed by testing. Costs incurred prior to the establishment of technological feasibility are expensed as

13


incurred. The establishment of technological feasibility requires judgment by management and in many instances is only attained a short time prior to the general release of the software. Maintenance-related costs are expensed as incurred.
Pursuant to this policy, the Company recognized expenses of $39.1 million and $41.7 million for the three months ended December 31, 2015 and 2014, respectively, and $78.6 million and $83.9 million for the six months ended December 31, 2015 and 2014, respectively. These expenses were classified within cost of revenues on the consolidated and combined statements of operations.
Stock-Based Compensation. Certain employees (a) have been granted stock options to purchase shares of the Company’s common stock and (b) have been granted restricted stock or restricted stock units under which shares of the Company's common stock vest based on the passage of time or achievement of performance conditions.
The Company recognizes stock-based compensation expense in net earnings based on the fair value of the award on the date of the grant. The Company determines the fair value of stock options issued using a binomial option pricing model. The binomial option-pricing model considers a range of assumptions related to volatility, dividend yield, risk-free interest rate, and employee exercise behavior. Expected volatilities utilized in the binomial option pricing model are based on a combination of implied market volatilities and historical volatilities of peer companies. Similarly, the dividend yield is based on historical experience and expected future dividend payments. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial option pricing model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of a stock option grant is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding.

The grant date fair value of restricted stock and restricted stock units that vest upon achievement of service conditions is based on the closing price of the Company's common stock on the date of grant. The Company also grants performance-based awards that vest over a performance period. Certain performance-based awards are further subject to adjustment (increase or decrease) based on a market condition defined as total shareholder return of the Company’s common stock compared to a peer group of companies. The fair value of performance-based awards subject to a market condition is determined using a Monte Carlo simulation model. The principal variable assumptions utilized in determining the grant date fair value of performance-based awards subject to a market condition include the risk-free rate, stock volatility, dividend yield, and correlations between the Company's stock price and the stock prices of the peer group of companies.
Fair Value of Financial Instruments. The Company determines the fair value of financial instruments in accordance with accounting standards pertaining to fair value measurements. Such standards define fair value and establish a framework for measuring fair value in accordance with GAAP. Cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities are reflected in the consolidated balance sheets at cost, which approximates fair value due to the short-term nature of these instruments. The carrying value of the Company's term loan facilities (as described in Note 6), including accrued interest, approximates fair value based on the Company's current estimated incremental borrowing rate for similar types of arrangements. The approximate aggregate fair value of the Company's senior notes as of December 31, 2015 was $734.7 million based on quoted market prices for the same or similar instruments and the carrying value was $750.0 million. The term loan facilities and senior notes are considered Level 2 fair value measurements in the fair value hierarchy.


Note 2. New Accounting Pronouncements
Recently Adopted Accounting Pronouncements    
In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes." ASU 2015-17 requires that deferred tax assets and liabilities be classified as non-current in a classified statement of financial position. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted.
The Company elected to adopt ASU 2015-17 during the three months ended December 31, 2015 on a prospective basis. The Company concluded that the simplified presentation requirement permitted by ASU 2015-17 is preferable because the current and non-current classification does not necessarily reflect when the temporary difference will reverse and become a taxable or deductible item. As a result, deferred tax assets and liabilities are presented as long-term in the consolidated balance sheet as of December 31, 2015. Because ASU 2015-17 was adopted prospectively, the Company did not adjust the classification of deferred tax assets and liabilities in the consolidated balance sheet as of June 30, 2015. The consolidated

14


balance sheet as of June 30, 2015 includes current deferred tax assets of $13.0 million, which are included within other current assets, and current deferred tax liabilities of $1.4 million, which are included within accrued expenses and other current liabilities.
Recently Issued Accounting Pronouncements    
In May 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." ASU 2015-05 requires that if the arrangement contains a software license, the customer would account for the fees related to the software license element in a manner consistent with how the acquisition of other software licenses is accounted for under ASC 350-40; if the arrangement does not contain a software license, the customer would account for the arrangement as a service contract. ASU 2015-05 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2015. The adoption of ASU 2015-05 will not have a material impact on the Company's consolidated and combined results of operations, financial condition, or cash flows.
In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force)." ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for annual and interim periods within those annual periods beginning after December 15, 2015. The adoption of ASU 2014-12 will not have an impact on the Company's consolidated and combined results of operations, financial condition, or cash flows.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 requires an entity to recognize revenue depicting the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will also result in enhanced revenue related disclosures. In July 2015, the FASB decided to defer the effective date of ASU 2014-09 by one year and subsequently issued ASU 2015-14 "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date." As a result, this standard will be effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. The Company has not yet determined the impact of ASU 2014-09 on its consolidated and combined results of operations, financial condition, or cash flows.

Note 3. Restructuring
During the fiscal year ended June 30, 2015, the Company initiated a three-year business transformation plan intended to increase operating efficiency and improve the Company's cost structure within its global operations. The business transformation plan is expected to produce significant benefits in the Company’s long-term business performance.
Restructuring expenses associated with the business transformation plan included employee-related costs, which represent severance and other termination-related benefits calculated based on long-standing benefit practices and local statutory requirements, and contract termination costs. The Company expects to incur total restructuring expenses under the business transformation plan of approximately $80.0 million through fiscal 2018. The Company will continue to evaluate its estimate of total restructuring expenses as it executes the business transformation plan. The Company recognized $1.8 million and $3.7 million of restructuring expenses for the three and six months ended December 31, 2015, respectively. Since the inception of the business transformation plan in the fourth quarter of fiscal 2015, the Company has recognized cumulative restructuring expenses of $6.1 million. Restructuring expenses are presented separately on the consolidated and combined statement of operations. Restructuring expenses are recorded in the "Other" segment, as these initiatives are predominantly centrally directed and are not included in internal measures of segment operating performance.

15


Accruals for restructuring expenses were included within accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2015 and June 30, 2015. The following table summarizes the activity for the restructuring expenses and the related accruals for the six months ended December 31, 2015:
 
Employee-Related Costs
 
Contract Termination Costs
 
Total Costs
Balance as of June 30, 2015
$
2.4

 
$

 
$
2.4

   Charges
3.3

 
0.8

 
4.1

   Cash payments
(3.2
)
 
(0.1
)
 
(3.3
)
Adjustments
(0.4
)
 

 
(0.4
)
   Foreign exchange

 

 

Balance as of December 31, 2015
$
2.1

 
$
0.7

 
$
2.8


The Company did not incur any restructuring expenses under a comparable business transformation plan during the three and six months ended December 31, 2014.

Note 4. Earnings per Share
The numerator for both basic and diluted earnings per share is net earnings attributable to CDK. The denominator for basic and diluted earnings per share is based upon the weighted-average number of shares of the Company's common stock outstanding during the reporting periods. Diluted earnings per share also reflects the dilutive effect of unexercised in-the-money stock options and unvested restricted stock.
Holders of certain stock-based compensation awards are eligible to receive dividends as described in Note 7. Net earnings allocated to participating securities were not significant for the three and six months ended December 31, 2015 and 2014.
The following table summarizes the components of basic and diluted earnings per share:
 
Three Months Ended
 
Six Months Ended
 
December 31,
 
December 31,

2015

2014

2015
 
2014
Net earnings attributable to CDK
$
68.2

 
$
42.4

 
$
127.2

 
$
81.4








 
 
 
Weighted-average shares outstanding:






 
 
 
Basic
158.7


160.7


158.9

 
160.7

Effect of employee stock options
0.6


0.6


0.6

 
0.3

Effect of employee restricted stock
0.4


0.5


0.5

 
0.2

Diluted
159.7


161.8


160.0

 
161.2








 
 
 
Basic earnings attributable to CDK per share
$
0.43


$
0.26


$
0.80

 
$
0.51

Diluted earnings attributable to CDK per share
$
0.43


$
0.26


$
0.80

 
$
0.50


The weighted-average number of shares outstanding used in the calculation of diluted earnings per share does not include the effect of the following anti-dilutive securities.
 
Three Months Ended
 
Six Months Ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
Stock-based awards
0.2

 
0.1

 
0.2

 



16



Note 5. Goodwill and Intangible Assets, Net
Changes in goodwill for the six months ended December 31, 2015 were as follows:
 
Automotive Retail North America
 
Automotive Retail International
 
Digital Marketing
 
Total
Balance as of June 30, 2015
$
430.3

 
$
403.5

 
$
376.1

 
$
1,209.9

Currency translation adjustments
(2.8
)
 
(19.8
)
 

 
(22.6
)
Balance as of December 31, 2015
$
427.5

 
$
383.7

 
$
376.1

 
$
1,187.3

Components of intangible assets, net were as follows:
 
December 31, 2015
 
June 30, 2015
 
Original Cost
 
Accumulated Amortization
 
Intangible Assets, net
 
Original Cost
 
Accumulated Amortization
 
Intangible Assets, net
Software
$
116.2

 
$
(96.6
)
 
$
19.6

 
$
115.6

 
$
(92.0
)
 
$
23.6

Client lists
195.3

 
(130.0
)
 
65.3

 
199.1

 
(125.5
)
 
73.6

Trademarks
25.0

 
(23.2
)
 
1.8

 
25.0

 
(22.9
)
 
2.1

Other intangibles
2.9

 
(2.7
)
 
0.2

 
2.4

 
(2.4
)
 

 
$
339.4

 
$
(252.5
)
 
$
86.9

 
$
342.1

 
$
(242.8
)
 
$
99.3

In October 2014 following the separation from ADP, the Company evaluated its branding strategy and the trademark names under which each of its businesses will operate. The Company determined that the Cobalt trademark used by the Digital Marketing segment will no longer be used. Therefore, the Company revised the estimated useful life assigned to the Cobalt trademark. The Company recognized accelerated amortization on the trademark of $15.6 million in cost of revenues during the three and six months ended December 31, 2014. The effect of this change in estimate on both basic and diluted earnings per share, net of the related tax effect, was $0.06 for both the three and six months ended December 31, 2014.
Other intangibles consist primarily of purchased rights, covenants, and patents (acquired directly or through acquisitions). All of the intangible assets have finite lives and, as such, are subject to amortization. The weighted-average remaining useful life of intangible assets is 6 years (3 years for software and software licenses, 7 years for customer contracts and lists, and 3 years for trademarks). Amortization of intangible assets was $6.4 million and $22.9 million for the three months ended December 31, 2015 and 2014, respectively, and $12.9 million and $30.5 million for the six months ended December 31, 2015 and 2014, respectively.
Estimated amortization expenses of the Company's existing intangible assets as of December 31, 2015 were as follows:
 
Amount
Six months ending June 30, 2016
$
14.0

Twelve months ending June 30, 2017
20.1

Twelve months ending June 30, 2018
15.3

Twelve months ending June 30, 2019
8.5

Twelve months ending June 30, 2020
6.9

Twelve months ending June 30, 2021
6.7

Thereafter
15.4

 
$
86.9

    


17



Note 6. Debt
Debt comprised of the following as of December 31, 2015 and June 30, 2015:
 
December 31, 2015
 
June 30, 2015
Revolving credit facility
$

 
$

2019 term loan facility
234.4

 
240.6

2020 term loan facility
250.0

 

3.30% senior notes, due 2019
250.0

 
250.0

4.50% senior notes, due 2024
500.0

 
500.0

Capital lease obligations
3.5

 
1.5

Unamortized debt financing costs
(9.3
)
 
(8.0
)
Total debt and capital lease obligations
1,228.6

 
984.1

Current maturities of long-term debt and capital lease obligations
26.4

 
13.0

Total long-term debt and capital lease obligations
$
1,202.2

 
$
971.1

Revolving Credit Facility
The Company has a five-year senior unsecured revolving credit facility, which was undrawn as of December 31, 2015. The revolving credit facility provides up to $300.0 million of borrowing capacity and includes a sub-limit of up to $100.0 million for loans in Euro and Sterling. In addition, the revolving credit facility contains an accordion feature that allows for an increase in the available borrowing capacity under the revolving credit facility of up to $100.0 million, subject to the agreement of lenders under the revolving credit facility or other financial institutions that become lenders to extend commitments as part of the increased revolving credit facility. Borrowings under the revolving credit facility are available for general corporate purposes. The revolving credit facility will mature on September 30, 2019, subject to no more than two one-year extensions if lenders holding a majority of the revolving commitments approve such extensions.
The revolving credit facility is unsecured and loans thereunder bear interest, at the Company's option, at (a) the rate at which deposits in the applicable currency are offered in the London interbank market (or, in the case of borrowings in Euro, the European interbank market) plus margins varying from 1.125% to 2.000% per annum based on the Company's senior, unsecured non-credit-enhanced, long-term debt ratings from Standard & Poor's Ratings Group and Moody's Investors Services Inc. (the "Ratings") or (b) solely in the case of U.S. dollar loans, (i) the highest of (A) the prime rate of JPMorgan Chase Bank, N.A., (B) a rate equal to the average of the overnight federal funds rate with a maturity of one day plus a margin of 0.500% per annum and (C) the rate at which dollar deposits are offered in the London interbank market for a one-month interest period plus 1.000% plus (ii) margins varying from 0.125% to 1.000% per annum based on the Ratings. The unused portion of the revolving credit facility is subject to commitment fees ranging from 0.125% to 0.350% per annum based on the Ratings.
Term Loan Facilities
The Company has two five-year $250.0 million senior unsecured term loan facilities that mature on September 16, 2019 (the "2019 term loan facility") and December 14, 2020 (the "2020 term loan facility"), respectively. The Company entered into the 2020 term loan facility on December 14, 2015. Borrowings under the 2020 term loan facility were used for general corporate purposes, which included the repurchase of shares of the Company's common stock as part of the new return of capital plan and pursuant to the accelerated share repurchase ("ASR") discussed further in Note 11. The 2019 term loan facility and 2020 term loan facility are together referred to as the "term loan facilities." The term loan facilities are both subject to amortization in equal quarterly installments of 1.25% of the aggregate principal amount of the term loans made on the respective closing dates, with any unpaid principal amount to be due and payable on the maturity date.
The term loan facilities bear interest at the same calculations as are applicable to dollar loans under the revolving credit facility. The interest rate per annum on the 2019 term loan facility was 1.93% and 1.69% as of December 31, 2015 and June 30, 2015, respectively. The interest rate per annum on the 2020 term loan facility was 1.84% as of December 31, 2015.

18



Restrictive Covenants and Other Matters
The revolving credit facility and the term loan facilities are together referred to as the "credit facilities." The credit facilities contain various covenants and restrictive provisions that limit the Company's subsidiaries' ability to incur additional indebtedness; the Company's ability to consolidate or merge with other entities; and the Company's subsidiaries' ability to incur liens, enter into sale and leaseback transactions, and enter into agreements restricting the ability of the Company's subsidiaries to pay dividends. If the Company fails to perform the obligations under these and other covenants, the credit facilities could be terminated and any outstanding borrowings, together with accrued interest, under the credit facilities could be declared immediately due and payable. The credit facilities also has, in addition to customary events of default, an event of default triggered by the acceleration of the maturity of any other indebtedness the Company may have in an aggregate principal amount in excess of $75.0 million.
The credit facilities also contain financial covenants that provide that (i) the ratio of total consolidated indebtedness to consolidated EBITDA shall not exceed 3.50 to 1.00 and (ii) the ratio of consolidated EBITDA to consolidated interest expense shall be a minimum of 3.00 to 1.00.
Senior Notes
On October 14, 2014, the Company completed an offering of 3.30% senior notes with a $250.0 million aggregate principal amount due in 2019 (the "2019 notes") and 4.50% senior notes with a $500.0 million aggregate principal amount due in 2024 (the "2024 notes" and together with the 2019 notes, the "senior notes"). The issuance price of the senior notes was equal to the stated value. Interest is payable semi-annually on April 15 and October 15 of each year, and payment commenced on April 15, 2015. The interest rate payable on each applicable series of senior notes is subject to adjustment from time to time if the credit ratings assigned to any series of senior notes by the rating agencies is downgraded (or subsequently upgraded). The 2019 notes will mature on October 15, 2019 and the 2024 notes will mature on October 15, 2024. The senior notes are general unsecured obligations of the Company and are not guaranteed by any of the Company's subsidiaries.
The senior notes rank equally in right of payment with the Company's existing and future unsecured unsubordinated obligations, including the credit facilities. The senior notes contain covenants restricting the Company's ability to incur additional indebtedness secured by liens, engage in sale/leaseback transactions, and merge, consolidate, or transfer all or substantially all of the Company's assets.
The senior notes are redeemable at the Company's option prior to September 15, 2019 for the 2019 notes and prior to July 15, 2024 for the 2024 notes at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the senior notes to be redeemed, and (ii) the sum of the present value of the remaining scheduled payments (as defined in the agreement), plus in each case, accrued and unpaid interest thereon. Subsequent to September 15, 2019 and July 15, 2024, the redemption price for the 2019 notes and the 2024 notes, respectively, will equal 100% of the aggregate principal amount of the notes redeemed, plus accrued and unpaid interest thereon. The senior notes are also subject to a change of control provision whereby each holder of the senior notes has the right to require the Company to purchase all or a portion of such holder's senior notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest upon the occurrence of both a change of control and a decline in the rating of the senior notes.
Capital Lease Obligations
The Company has lease agreements for equipment, which are classified as capital lease obligations. The Company recognized the capital lease obligations and related leased equipment assets based on the present value of the minimum lease payments at lease inception.
Unamortized Debt Financing Costs
As of December 31, 2015 and June 30, 2015, gross debt issuance costs related to debt instruments were $11.1 million and $9.2 million, respectively, net of accumulated amortization of $1.8 million and $1.2 million, respectively. Additional debt issuance costs of $1.9 million were capitalized for the 2020 term loan facility. Debt financing costs are amortized over the terms of the related debt instruments to interest expense on the consolidated and combined statements of operations.

19



The Company's aggregate scheduled maturities of the long-term debt and capital lease obligations as of December 31, 2015 were as follows:
 
Amount
Twelve months ending December 31, 2016
$
26.4

Twelve months ending December 31, 2017
26.4

Twelve months ending December 31, 2018
25.7

Twelve months ending December 31, 2019
459.4

Twelve months ending December 31, 2020
200.0

Thereafter
500.0

Total debt and capital lease obligations
1,237.9

Unamortized deferred financing costs
(9.3
)
Total debt and capital lease obligations, net of unamortized deferred financing costs
$
1,228.6


Note 7. Stock-Based Compensation
Incentive Equity Awards Converted from ADP Awards
On October 1, 2014, ADP's outstanding equity awards for employees of the Company were converted into equity awards of CDK at a ratio of 2.757 CDK equity awards for every ADP equity award held prior to the spin-off. The converted equity awards have the same terms and conditions as the ADP equity awards. As a result, the Company issued 2.3 million stock options with a weighted-average exercise price of $19.64, 0.7 million time-based restricted shares, and 0.2 million performance-based restricted shares upon completion of the conversion of existing ADP equity awards into the Company's equity awards. As the conversion was considered a modification of an award in accordance with ASC 718, "Compensation - Stock Compensation," the Company compared the fair value of the award immediately prior to the spin-off to the fair value immediately after the spin-off to measure the incremental compensation cost. The fair values immediately prior to and after spin-off were estimated using a binomial option pricing model. The conversion resulted in an increase in the fair value of the awards by $1.4 million, of which $1.3 million was recognized from the date of spin-off to December 31, 2015 and the remaining $0.1 million will be recognized in net earnings prospectively throughout the year ending June 30, 2016.    
Incentive Equity Awards Granted by the Company
The 2014 Omnibus Award Plan ("2014 Plan") provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and performance compensation awards to employees, directors, officers, consultants, and advisors, and those of the Company's affiliates. The 2014 Plan provides for an aggregate of 12.0 million shares of the Company's common stock to be reserved for issuance and is effective for a period of ten years.
Prior to the spin-off, all employee equity awards (stock options and restricted stock) were granted by ADP. All subsequent awards were granted under the 2014 Plan. The Company recognizes stock-based compensation expense associated with employee equity awards in net earnings based on the fair value of the awards on the date of grant. Stock-based compensation primarily consisted of the following for the three and six months ended December 31, 2015 and 2014:
Stock Options. Stock options are granted to employees at exercise prices equal to the fair market value of the Company's common stock on the date of grant. Stock options are issued under a graded vesting schedule and generally have a term of ten years. Compensation expense is measured based on the fair value of the stock option on the grant date and recognized over the requisite service period for each separately vesting portion of the stock option award. Stock options are forfeited if the employee ceases to be employed by the Company prior to vesting.
Time-Based Restricted Stock and Time-Based Restricted Stock Units. Time-based restricted stock and restricted stock units generally vest over a two- to five-year period. Awards are forfeited if the employee ceases to be employed by the Company prior to vesting.
Time-based restricted stock cannot be transferred during the vesting period. Compensation expense relating to the issuance of time-based restricted stock is measured based on the fair value of the award on the grant date and recognized on a

20



straight-line basis over the vesting period. Employees are eligible to receive dividends on the CDK shares awarded under the time-based restricted stock program.
Time-based restricted stock units are primarily settled in cash. Compensation expense relating to the issuance of time-based restricted stock units is recorded over the vesting period, is initially based on the fair value of the award on the grant date, and is subsequently remeasured at each reporting date during the vesting period to the current stock value. No dividend equivalents are paid on units awarded under the time-based restricted stock unit program during the restricted period.
Performance-Based Restricted Stock and Performance-Based Restricted Stock Units. Performance-based restricted stock generally vests over a one-year performance period and performance-based restricted stock units generally vest over a three-year performance period. Under these programs, the Company communicates "target awards" at the beginning of the performance period with possible payouts at the end of the performance period ranging from 0% to 250% of the "target awards." Certain performance-based awards are further subject to adjustment (increase or decrease) based on a market condition defined as total shareholder return of the Company's common stock compared to a peer group of companies. Awards are forfeited if the employee ceases to be employed by the Company prior to vesting.
Performance-based restricted stock cannot be transferred during the vesting period. Compensation expense relating to the issuance of performance-based restricted stock is measured based upon the fair value of the award on the grant date and recognized on a straight-line basis over the vesting period, based upon the probability that the performance target will be met. After the performance period, if the performance targets are achieved, employees are eligible to receive dividends on the CDK shares awarded under the performance-based restricted stock program.
Performance-based restricted stock units are settled in either cash or stock, depending on the employee’s home country, and cannot be transferred during the vesting period. Compensation expense relating to the issuance of performance-based restricted stock units settled in cash is recorded over the vesting period, is initially based on the fair value of the award on the grant date, and is subsequently remeasured at each reporting date to the current stock value during the one-year performance period, based upon the probability that the performance target will be met. Compensation expense relating to the issuance of performance-based restricted stock units settled in stock is recorded over the vesting period based on the fair value of the award on the grant date. Dividend equivalents are paid on awards settled in stock under the performance-based restricted stock unit program.
The following table represents stock-based compensation expense and related income tax benefits for the three and six months ended December 31, 2015 and 2014, respectively:
 
Three Months Ended
 
Six Months Ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
Cost of revenues
$
1.5

 
$
2.1

 
$
2.7

 
$
3.8

Selling, general and administrative expenses
5.5

 
5.9

 
10.1

 
9.6

Total pre-tax stock-based compensation expense
$
7.0

 
$
8.0

 
$
12.8

 
$
13.4

 
 
 
 
 
 
 
 
Income tax benefit
$
2.3

 
$
2.9

 
$
4.4

 
$
4.9

Stock-based compensation expense for the six months ended December 31, 2015 consisted of $11.9 million of expense related to equity classified awards and $0.9 million of expense related to liability classified awards. As of December 31, 2015, the total unrecognized compensation cost related to non-vested stock options, restricted stock units, and restricted stock awards was $3.0 million, $27.7 million, and $16.1 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 1.9 years, 2.0 years, and 1.5 years, respectively.

21



The activity related to the Company's incentive equity awards from June 30, 2015 to December 31, 2015 consisted of the following:
Stock Options
 
Number
of Options
(in thousands)
 
Weighted
Average Exercise Price
(in dollars)
Options outstanding as of June 30, 2015
2,021

 
$
24.88

Options granted
147

 
50.80

Options exercised
(189
)
 
15.92

Options canceled
(37
)
 
28.46

Options outstanding as of December 31, 2015
1,942

 
$
27.65

Time-Based Restricted Stock and Time-Based Restricted Stock Units
 
Number of Shares
(in thousands)
 
Number of Units
(in thousands)
Non-vested restricted shares/units as of June 30, 2015
967

 
300

Restricted shares/units granted
240

 
88

Restricted shares/units vested
(453
)
 
(152
)
Restricted shares/units forfeited
(43
)
 
(8
)
Non-vested restricted shares/units as of December 31, 2015
711

 
228

Performance-Based Restricted Stock and Performance-Based Restricted Stock Units
 
Number of Shares
(in thousands)
 
Number of Units
(in thousands)
Non-vested restricted shares/units as of June 30, 2015
70

 
222

Restricted shares/units granted

 
339

Dividend equivalents

 
2

Restricted shares/units vested
(70
)
 
(8
)
Restricted shares/units forfeited

 
(4
)
Non-vested restricted shares/units as of December 31, 2015

 
551

During the fiscal year ending June 30, 2016, the Company began reissuing treasury stock to satisfy exercises of stock options and issuances of vested restricted stock and restricted stock units.
The following table presents the assumptions used to determine the fair value of stock options granted during the six months ended December 31, 2015:
Risk-free interest rate
1.8
%
Dividend yield
0.9
%
Weighted-average volatility factor
24.7
%
Weighted-average expected life (in years)
6.3

Weighted-average fair value (in dollars)
$
12.55



22



Note 8. Income Taxes
Tax Matters Agreement
The Company and ADP entered into a tax matters agreement as part of the spin-off that governs the rights and obligations of both parties after the spin-off with respect to taxes for both pre and post spin-off periods. Under this agreement, ADP is generally required to indemnify the Company for any income taxes attributable to ADP's operations or the Company's operations and for any non-income taxes attributable to ADP's operations, in each case for all pre spin-off periods as well as any taxes arising from transactions effected to consummate the spin-off, and the Company generally is required to indemnify ADP for any non-income taxes attributable to the Company's operations for all pre spin-off periods and for any income taxes attributable to the Company's operations for post spin-off periods.
The Company is generally required to indemnify ADP against any tax resulting from the spin-off (and against any claims made against ADP in respect of any tax imposed on its stockholders), in each case if that tax results from (i) an issuance of a significant amount of the Company's equity securities, a redemption of a significant amount of the Company's equity securities or the Company's involvement in other significant acquisitions of the Company's equity securities (excluding the spin-off), (ii) other actions or failures to act by the Company, or (iii) any of the Company's representations or undertakings referred to in the tax matters agreement being incorrect or violated. ADP will generally be required to indemnify the Company for any tax resulting from the spin-off if that tax results from (a) ADP's issuance of its equity securities, redemption of its equity securities or involvement in other acquisitions of its equity securities, (b) other actions or failures to act by ADP, or (c) any of ADP's representations or undertakings referred to in the tax matters agreement being incorrect or violated.
The Company recognized receivables from ADP of $0.3 million and $0.5 million as of December 31, 2015 and June 30, 2015, respectively, and payables to ADP of $1.8 million and $3.7 million as of December 31, 2015 and June 30, 2015, respectively, under the tax matters agreement.
Valuation Allowance
The Company had valuation allowances of $33.3 million and $33.4 million as of December 31, 2015 and June 30, 2015, respectively. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will expire unutilized. At the end of each reporting period, the Company reviews the realizability of its deferred tax assets. During the six months ended December 31, 2015, the valuation allowance balance was adjusted for current year activity and currency exchange fluctuations.
Unrecognized Income Tax Benefits    
As of December 31, 2015 and June 30, 2015, the Company had unrecognized income tax benefits of $2.2 million and $1.9 million, respectively, of which $1.8 million and $1.6 million, respectively, would impact the effective tax rate if recognized. During the six months ended December 31, 2015, the Company increased its unrecognized income tax benefits related to current and prior year tax positions by $0.3 million based on information that indicates the extent to which certain tax positions are more likely than not of being sustained.
Provision for Income Taxes    
The effective tax rate for the three months ended December 31, 2015 and 2014 was 34.7% and 42.4%, respectively. The effective tax rate for the three months ended December 31, 2015 was favorably impacted by a non-taxable indemnification gain of $2.6 million recorded in other income and a tax benefit associated with pre spin-off tax refunds. The effective tax rate for the three months ended December 31, 2014 was unfavorably impacted by $4.6 million of tax expense associated with the tax law change for bonus depreciation. The tax law change partially related to pre-distribution tax periods for which ADP was entitled under the tax law and in accordance with the tax matters agreement to claim additional tax depreciation for assets associated with the Company's business.
The effective tax rate for the six months ended December 31, 2015 and 2014 was 35.4% and 39.7%, respectively. The effective tax rate for the six months ended December 31, 2015 was favorably impacted by a non-taxable indemnification gain recorded in other income and a tax benefit associated with pre spin-off tax refunds. The effective tax rate for the six months ended December 31, 2014 was unfavorably impacted by certain separation costs that were not tax deductible and tax expense associated with the tax law change for bonus depreciation, partially offset by tax benefits associated with a valuation allowance adjustment and the resolution of certain tax matters.

23




Note 9. Commitments and Contingencies
The Company is subject to various claims and litigation in the normal course of business. When a loss is considered probable and reasonably estimable, the Company records a liability in the amount of its best estimate for the ultimate loss. There can be no assurance that these matters will be resolved in a manner that is not adverse to the Company.
    
In the normal course of business, the Company may enter into contracts in which it makes representations and warranties that relate to the performance of the Company’s services and products. The Company does not expect any material losses related to such representations and warranties.

Note 10. Accumulated Other Comprehensive Income ("AOCI")
Comprehensive income is a measure of income that includes both net earnings and other comprehensive income (loss). Other comprehensive income (loss) results from items deferred on the consolidated balance sheets in CDK stockholders' equity. The Company's other comprehensive income (loss) for the three and six months ended December 31, 2015 and 2014 and AOCI balances as of December 31, 2015 and June 30, 2015 were comprised solely of currency translation adjustments. Other comprehensive income (loss) was $(15.0) million and $(19.5) million for the three months ended December 31, 2015 and 2014, respectively, and was $(31.8) million and $(16.9) million for the six months ended December 31, 2015 and 2014, respectively. The accumulated balances reported in AOCI on the consolidated balance sheets for currency translation adjustments were $19.8 million and $51.6 million as of December 31, 2015 and June 30, 2015, respectively.


Note 11. Share Repurchase Transactions
In December 2015, the Board of Directors authorized the Company to repurchase up to $1.0 billion of its common stock. Under the authorization for the stock repurchase program, the Company may purchase its common stock in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The actual timing, number, and price of any shares to be repurchased will be determined at management's discretion and will depend on a number of factors, which may include the market price of the shares, general market and economic conditions, and other potential uses for free cash flow. This authorization superseded and replaced the prior authorization by the Board of Directors which was approved on January 20, 2015 and had authorized the Company to repurchase up to 10.0 million shares of its common stock. The Company repurchased a total of approximately 1.2 million shares of its common stock under the prior authorization.
On December 14, 2015, the Company entered into an ASR agreement to purchase $250.0 million of the Company's common stock. Under the terms of the ASR, the Company made a $250.0 million payment on December 15, 2015 and received an initial delivery of approximately 4.3 million shares of the Company's common stock. The payment was recorded as a reduction to stockholders' equity, consisting of a $200.0 million increase to treasury stock, which reflects the value of the 4.3 million shares received upon initial settlement, and a $50.0 million decrease in additional paid-in-capital, which reflects the value of stock held back. The final number of shares to be purchased will be calculated based on the average of the daily volume-weighted average price of the Company's common stock during the term of the ASR transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreement. The final settlement of the ASR is expected to occur no later than the end of the Company's fiscal year ending June 30, 2016 and may result in the receipt or delivery of additional shares of common stock.
Note 12. Transactions with ADP
Prior to the spin-off, the Company entered into a transition services agreement with ADP to provide for an orderly transition to being an independent company. Among the principal services to be provided by ADP to the Company were operational and administrative infrastructure-related services, such as use of the e-mail domain “adp.com,” facilities sharing, procurement support, tax, human resources administrative services and services related to back office support, and software development in ADP's Indian facilities. Among the principal services to be provided by the Company to ADP were operational and administrative infrastructure-related services, such as facilities sharing, and human resources administrative services. The agreement expired and services under it ceased on September 30, 2015, the one year anniversary of the spin-off.

24


The Company entered into a data services agreement with ADP prior to the spin-off under which ADP will provide the Company with certain data center sharing services relating to the provision of information technology, platform support, hosting, and network services. The term of the agreement will expire two years after the spin-off date.
The Company entered into an intellectual property transfer agreement with ADP prior to the spin-off under which ADP assigned to the Company certain patents, trademarks, copyrights, and other intellectual property developed or owned by ADP or certain of its subsidiaries and with respect to which the Company is the primary or exclusive user today or the anticipated primary or exclusive user in the future. The term of the agreement is perpetual after the spin-off date.
The Company also entered into an employee matters agreement with ADP prior to the spin-off pursuant to which certain employee benefit matters will be addressed, such as the treatment of ADP options held by Company employees after the spin-off and the treatment of benefits for Company management employees who participate in and have accrued benefits under the ADP Supplemental Officers Retirement Plan. The agreement also, to the extent provided therein, delineates the benefit plans and programs in which the Company's employees participate following the spin-off. ADP will remain responsible for the payment of all benefits under the ADP plans.
For the three and six months ended December 31, 2015, the Company recorded $0.8 million and $1.7 million, respectively, of expense related to the transition services agreement and $2.3 million and $4.5 million, respectively, of expense related to the data services agreement in the accompanying financial statements. For the three and six months ended December 31, 2014, the Company recorded $6.8 million of expense related to the transition services agreement and $3.3 million of expense related to the data services agreement in the accompanying financial statements related to these agreements. As of December 31, 2015 and June 30, 2015, the Company had amounts payable to ADP under the transition services and data services agreements of $0.3 million and $7.8 million, respectively.

Note 13. Interim Financial Data by Segment
The Company manages its business operations through strategic business units. The Company's reportable segments represent its strategic business units, or operating segments, which include: Automotive Retail North America, Automotive Retail International, and Digital Marketing. The primary components of the Other segment are corporate allocations and other expenses not recorded in the segment results, such as stock-based compensation expense, corporate costs, separation costs, interest expense, costs attributable to the business transformation plan, the trademark royalty fee charged by ADP prior to the spin-off, and certain unallocated expenses. Certain expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are recorded based on management responsibility.
During the three months ended September 30, 2015, the Company began to report segment revenues and earnings before income taxes using actual foreign exchange rates. Previously, the Company's revenues and earnings before income taxes for each segment were adjusted to reflect budgeted foreign exchange rates, which resulted in a reconciling item for foreign exchange so as to present segment results on a consistent basis without the impact of fluctuations in foreign currency exchange rates. Segment information for the three and six months ended December 31, 2014 has been updated to conform to the new presentation and the effect of foreign exchange now resides within each reportable segment's revenues and earnings before income taxes.
Segment results:
 
Revenues
 
Three Months Ended
 
Six Months Ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
Automotive Retail North America
$
333.6

 
$
329.0

 
$
665.8

 
$
656.7

Automotive Retail International
78.8

 
82.9

 
157.0

 
168.6

Digital Marketing
107.7

 
105.1

 
211.9

 
208.7

Total
$
520.1

 
$
517.0

 
$
1,034.7

 
$
1,034.0

  

25



 
Earnings before Income Taxes
 
Three Months Ended
 
Six Months Ended
 
December 31,
 
December 31,
 
2015
 
2014
 
2015
 
2014
Automotive Retail North America
$
109.7

 
$
91.8

 
$
212.1

 
$
186.3

Automotive Retail International
15.9

 
15.4

 
30.1

 
28.0

Digital Marketing (1)
11.6

 
(4.4
)
 
22.1

 
3.7

Other (2)
(30.4
)
 
(25.7
)
 
(61.7
)
 
(76.4
)
Total
$
106.8

 
$
77.1

 
$
202.6

 
$
141.6


(1) Digital Marketing includes $15.6 million of accelerated amortization during the three and six months ended December 31, 2014 attributable to the Cobalt trademark.

(2) Other includes $3.3 million and $34.0 million of separation costs for the three and six months ended December 31, 2014, respectively.


Note 14. Subsequent Event
On February 1, 2016, the Company acquired certain assets of RedBumper, LLC and NewCarIQ, LLC, providers of technology solutions for new and used car pricing. The Company had a pre-existing relationship with these entities in which CDK was a reseller of their products. The acquisition was made pursuant to asset purchase agreements, which contain customary representations, warranties, covenants, and indemnities by the sellers and the Company. The Company will pay an initial cash price of $19.6 million and an additional amount of at least $14.7 million, which represents the minimum contingent consideration payable in installments over a four-year period. The final purchase price will be impacted by the fair value of contingent consideration, contributions of professional services, and other related matters. The Company funded the initial payment with cash on hand. The Company is still gathering information necessary to perform the allocation of the purchase price to the fair value of assets acquired and liabilities assumed; therefore, disclosure of this information is impracticable at this time.
            On December 11, 2015, the Company announced a leadership transition plan in which Brian P. MacDonald, who serves on the Board of Directors, will succeed Steven J. Anenen as Chief Executive Officer. Mr. MacDonald entered into an employment agreement with the Company on December 11, 2015. The terms and conditions of his employment agreement provide for stock-based compensation awards. The Company granted Mr. MacDonald performance-based restricted stock units in January 2016 and expects to grant restricted stock units during the three months ended March 31, 2016. On February 2, 2016, the Company entered into a Transition and Release Agreement (the “Transition Agreement”) with Mr. Anenen, the Company’s former President and its current Chief Executive Officer and a member of the Company’s Board of Directors. The Transition Agreement sets forth the terms of Mr. Anenen’s separation of service from the Company and his service during a transition period, including, among other things, his ongoing compensation and his rights to certain other payments in connection with his separation of service, the treatment of his outstanding equity awards and certain non-competition, non-solicitation and confidentiality undertakings. The Company has estimated that it will incur incremental salary and benefit costs during the transition in the second half of fiscal 2016 of approximately $1.0 million, and expense associated with the Transition Agreement for cash payments to be made after Mr. Anenen’s employment with CDK ends of approximately $4.0 million and incremental stock-based compensation expense for awards that have been modified or expense recognition has been accelerated of approximately $4.0 million which will be recognized during the three months ended March 31, 2016.






26


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
(Tabular amounts in millions, except per share amounts)

FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q and other written or oral statements made from time to time by CDK Global, Inc. ("CDK" or the "Company") may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could,” and other words of similar meaning, are forward-looking statements. In particular, information appearing under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. These statements are based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:
the Company's success in obtaining, retaining and selling additional services to clients;
the pricing of our products and services;
overall market and economic conditions, including interest rate and foreign currency trends;
competitive conditions;
auto sales and advertising and related industry changes;
employment and wage levels;
changes in regulation;
changes in technology, security breaches, interruptions, failures, and other errors involving our systems;
availability of capital for the payment of debt service obligations or dividends or the repurchase of shares;
availability of skilled technical employees/labor/personnel;
the impact of new acquisitions and divestitures;
our ability to timely and effectively implement our business transformation plan, which is intended to increase operating efficiency and improve our global cost structure, while limiting or mitigating business disruption; and
the ability of significant stockholders of the Company and their affiliates to significantly influence our decisions.
There may be other factors that may cause our actual results to differ materially from the forward-looking statements. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” under “Item 1A. Risk Factors” of our Annual Report on Form 10-K (the “Form 10-K”) and in this Quarterly Report on Form 10-Q under “Item 1A. Risk Factors,” for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law.
The following discussion should be read in conjunction with our condensed consolidated and combined financial statements and accompanying notes thereto included elsewhere herein. In this Quarterly Report on Form 10-Q, all references to "we," "our," and "us" refer collectively to CDK and its consolidated subsidiaries.

27



RESULTS OF OPERATIONS
Executive Overview
We are the largest global provider, both in terms of revenues and geographic reach, of integrated technology and digital marketing/advertising solutions to the automotive retail industry. We have a 43 year history of providing innovative solutions to automotive retailers and original equipment manufacturers ("OEMs") to better manage, analyze and grow their businesses. Our solutions automate and integrate critical workflow processes from pre-sale targeted advertising and marketing campaigns to the sale, financing, insurance, parts supply, repair, and maintenance of vehicles, with an increasing focus on utilizing big data analytics and predictive intelligence. We believe the breadth of our integrated solutions allows us to more comprehensively address the varied needs of automotive retailers than any other single competitor in our industry.
Our solutions address the entire automotive retailers’ value chain. Our automotive retail solutions offer technology that helps manage and generate additional efficiency on the supply side of the retail value chain. These solutions were built through decades of innovation and experience in helping our clients with all aspects of the automotive retail process. We also offer digital marketing solutions to enable our clients to create demand for their products by designing and managing complete digital marketing and advertising strategies for their businesses. These solutions allow our clients to plan and automate sophisticated marketing campaigns, gather comprehensive data on these campaigns, and further refine their strategies to maximize the effectiveness of their advertising spend. Our common stock is listed on the NASDAQ Global Select Market® under the symbol "CDK."
We are organized into three reportable segments: Automotive Retail North America (“ARNA”), Automotive Retail International (“ARI”), and Digital Marketing (“DM”). A brief description of each of these three segments’ operations is provided below.
Automotive Retail North America
Through our ARNA segment, we provide technology-based solutions that help automotive retailers, OEMs, and other industry participants manage the sale, financing, insurance, parts supply, repair, and maintenance of vehicles. Our solutions help our clients streamline their operations, better target and serve their customers, and enhance the financial performance of their retail operations. In addition to providing solutions to retailers and manufacturers of automobiles, we also provide solutions to retailers and manufacturers of heavy trucks, construction equipment, agricultural equipment, motorcycles, boats and other marine vehicles, and recreational vehicles.
Automotive Retail International
Through our ARI segment, we provide technology-based solutions similar to those provided in our ARNA segment in approximately 100 countries outside of the United States and Canada. The solutions provided to our clients within the ARI segment of our business help streamline operations for their businesses and enhance the financial performance of their operations within their local marketplace, and in some cases where we deal directly with OEMs, across international borders. Clients of our ARI segment include automotive retail dealers and OEMs across Europe, the Middle East, Asia, Africa, and Latin America.
Digital Marketing
Through our DM segment, we provide a suite of integrated digital marketing solutions for OEMs and automotive retailers, including websites and management of their digital advertising spend. These solutions provide a coordinated offering across multiple digital marketing channels to help achieve client marketing and sales objectives, and coordinate execution between OEMs and their retailer networks. Our solutions are currently provided in the United States, Canada, Mexico, Australia, and New Zealand.
Business Transformation Plan
During the fiscal year ended June 30, 2015, we initiated a three-year business transformation plan that is intended to increase operating efficiency and improve the cost structure within our global operations. The business transformation plan is expected to produce significant benefits in our long-term business performance and is built on three pillars:

28



Drive operational excellence by streamlining our organization, simplifying our business and pricing, and engaging clients more efficiently;
Deliver organic growth by increasing our revenues annually in order to protect our market leadership position and enhance long-term value; and
Maintain disciplined capital allocation by preserving our strong balance sheet and debt ratios, financial flexibility, and a target cash balance.
We believe that the successful execution of our business transformation plan will result in a strong, go-forward financial profile as listed below:
Revenues estimated to grow 4% to 5% annually on average for the next three fiscal years, and 5% to 7% thereafter;
Additional EBITDA of $250 to $275 million estimated to be generated over the next three fiscal years resulting in significant margin expansion, with a targeted consolidated adjusted EBITDA margin for fiscal 2018 of 35%;
Targeted adjusted pre-tax margins for fiscal 2018 by segment is as follows: ARNA - 45%, ARI - 25%, and DM - 20%;
Adjusted pre-tax earnings estimated to grow more than 25% annually on average for the next three fiscal years; and
Increased earnings expected to drive free cash flow (the amount of cash generated from operating activities less capital expenditures and capitalized software) of approximately $1 billion over the next three fiscal years. 70-80% of this free cash flow, along with additional borrowings, is estimated to be returned to stockholders through dividends and share repurchases or other available mechanisms.
We expect to incur expenses in connection with the execution of our business transformation plan of approximately $150.0 million. These expenses are comprised of restructuring expenses of approximately $80.0 million and other expenses to implement the business transformation plan of $70.0 million. We expect to incur these expenses through fiscal 2018. As we execute the business transformation plan, we will evaluate total estimated expenses and the allocation of total expenses between restructuring and other business transformation plan expenses.
Restructuring expenses associated with the business transformation plan included employee-related costs, which represent severance and other termination-related benefits, and contract termination costs. The Company recognized $1.8 million and $3.7 million of restructuring expenses for the three and six months ended December 31, 2015, respectively. Since the inception of the business transformation plan in the fourth quarter of fiscal 2015, the Company has recognized cumulative restructuring expenses of $6.1 million. Restructuring expenses are presented separately on the consolidated statement of operations. Restructuring expenses are recorded in the "Other" segment, as these initiatives are predominantly centrally directed and are not included in internal measures of segment operating performance.
Accruals for restructuring expenses were included within accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2015 and June 30, 2015. The following table summarizes the activity for the restructuring related accruals for the six months ended December 31, 2015:
 
Employee-Related Costs
 
Contract Termination Costs
 
Total Costs
Balance as of June 30, 2015
$
2.4

 
$

 
$
2.4

   Charges
3.3

 
0.8

 
4.1

   Cash payments
(3.2
)
 
(0.1
)
 
(3.3
)
   Adjustments
(0.4
)
 

 
(0.4
)
   Foreign exchange

 

 

Balance as of December 31, 2015
$
2.1

 
$
0.7

 
$
2.8

In addition to the restructuring expenses discussed above, we expect to incur additional costs to implement the business transformation plan, including consulting, training, and other transition costs. We may also incur accelerated depreciation and/or amortization expenses if the expected useful life of our assets is adjusted. While these costs are directly

29



attributable to our business transformation plan, they were not included in restructuring expenses on our consolidated and combined statement of operations. The Company recognized $5.1 million and $6.8 million of other business transformation expenses for the three and six months ended December 31, 2015, respectively. Since the inception of the business transformation plan in the fourth quarter of fiscal 2015, the Company has recognized cumulative other business transformation expenses of $8.7 million. Other business transformation expenses incurred for the three and six months ended December 31, 2015 include $0.5 million and $0.6 million of accelerated depreciation expense, respectively. Other business transformation expenses incurred for the three and six months ended December 31, 2015 were recorded in the Other segment, and were included within cost of revenues and selling, general and administrative expenses on our consolidated and combined statement of operations.
Sources of Revenues and Expenses
Revenues. We generally receive fee-based revenues by providing services to clients. In our ARNA and ARI segments (together, our “Automotive Retail segments”), we receive fees for software licenses, ongoing software support and maintenance of Dealer Management Systems (“DMSs”), and other integrated solutions that are either hosted or installed on-site at the client’s location. We also receive revenues for installing on-site and hosted DMS solutions and for training and consulting with clients, in addition to monthly fees related to hosting DMS solutions in cases where clients outsource their information technology management activities to the Company. In our ARNA segment, we also receive revenues on a fee per transaction processed basis, where we provide automotive retailers, primarily in the United States, solutions with third parties to process credit reports, vehicle registrations, data updates, and automotive equity mining. In our DM segment, revenues are primarily earned for advertising, search marketing, websites, and reputation management services delivered to automotive retailers and OEMs. We receive monthly recurring fees for services provided and we receive revenues for placement of automotive retail advertising. We also receive revenues for customization services and for training and consulting services.
Expenses. Expenses generally relate to the cost of providing the services to clients in the three business segments. In the Automotive Retail segments, significant expenses include employee payroll and other labor related costs, the cost of hosting customer systems, third-party costs for transaction based solutions and licensed software utilized in our solution offerings, computer hardware, software, telecommunications, transportation and distribution costs, and other general overhead items. In the DM segment, significant expenses include third-party content for website and other Internet-based offerings such as advertising placements, employee payroll and other labor-related costs, the cost of hosting customer websites, computer hardware, software, and other general overhead items. We also have some company-wide expenses attributable to management compensation and corporate overhead.
Factors Affecting Comparability of Financial Results
Our Spin-Off from ADP
On April 9, 2014, the board of directors of Automatic Data Processing, Inc. ("ADP") approved the spin-off of the Dealer Services business of ADP. On September 30, 2014, the spin-off became effective and ADP distributed 100% of our common stock to the holders of record of ADP's common stock as of September 24, 2014 (the "spin-off").
Historical ADP Cost Allocations Versus CDK as a Stand-alone Company
Our historical combined financial statements were prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). These financial statements include the combined financial condition and results of operations of the Dealer Services business of ADP, which was the subject of the spin-off. The combined financial statements include allocated costs for facilities, functions and services used by the Company at shared ADP sites and costs for certain functions and services performed by centralized ADP organizations and directly charged to the Company based on usage.
Specifically, these costs were allocated by ADP to the Company as follows:
cost of certain systems, such as for procurement and expense management, which were supported by ADP’s corporate information technology group, were allocated based on the approximate usage of information technology systems by the Company in relation to ADP’s total usage;
corporate human resources costs were allocated based on the estimated percentage of usage by the Company, including benefits, recruiting, global learning and development, employee relocation services, and other human resources shared services;

30



travel department costs were allocated based on the estimated percentage of travel directly related to the Company;
security department costs were allocated based on the estimated percentage of usage of security for the Company in relation to ADP’s total security usage;
real estate department costs were allocated based on the estimated percentage of square footage of facilities for the Company that were managed by the ADP corporate real estate department in relation to ADP’s total managed facilities; and
all other allocations were based on an estimated percentage of support staff time related to the Company in comparison to ADP as a whole.
Although we believe these allocation methods are reasonable, we also believe, for the reasons discussed below, that the historical allocation of ADP's expenses to the Company may be significantly less than the actual costs we will incur as an independent public company.
Size and influence of ADP. We generally benefited from the size of ADP in negotiating many of our overhead costs and were able to leverage the ADP business as a whole in obtaining favorable pricing. ADP is a larger company than we are and, as such, is capable of negotiating large volume discounts. As a stand-alone company, we have sought and continue to seek discounts, but our discounts may be less favorable because of lower volumes.
Shared corporate overhead. As a division of ADP, we were historically managed by the senior management of ADP. Moreover, ADP performed all public company obligations, including:
compensation of corporate headquarters management and of directors;
corporate finance functions including accounting, treasury, internal audit, investor relations, and tax;
annual meetings of stockholders;
board of directors and committee meetings;
Exchange Act annual, quarterly, and current report preparation and filing, including reports to stockholders;
SEC and stock exchange corporate governance compliance;
stock exchange listing fees and transfer agent fees; and
directors and officers insurance.
As an independent public company, these obligations are ours and we bear all of these expenses directly. The historical allocation of ADP’s expenses to the Company may be significantly less than the actual costs we will incur as an independent public company. In addition to public company expenses, other general overhead transactions were handled for us by ADP, such as data center services, which, after the spin-off will still be provided by ADP, but will be transitioned to us by the end of the second year following the spin-off date based on the terms of agreements entered into with ADP.
Debt Financing
At the time of the spin-off, we borrowed $250.0 million under our 2019 term loan facility and $750.0 million under our bridge loan facility, the proceeds of which were used to pay ADP a cash dividend. Additionally, we entered into a $300.0 million revolving credit facility, which was undrawn as of December 31, 2015. On October 14, 2014, we completed an offering of 3.30% senior notes with a $250.0 million aggregate principal amount due in 2019 (the "2019 notes") and 4.50% senior notes with a $500.0 million aggregate principal amount due in 2024 (the "2024 notes" and together with the 2019 notes, the "notes"). The issuance price of the senior notes was equal to the stated value. We used net proceeds from the senior notes, together with cash on hand, to repay all outstanding borrowings under the bridge loan facility.
On December 14, 2015, we borrowed an additional $250.0 million under our 2020 term loan facility. Borrowings under the term loan facility were used for general corporate purposes, which included the repurchase of shares of our common stock as part of a new return of capital plan and pursuant to an accelerated share repurchase ("ASR").

31



Acquisitions and Divestiture
On April 2, 2015, Computerized Vehicle Registration, Inc. (“CVR”), our majority owned subsidiary, acquired AVRS, Inc. ("AVRS"), a provider of electronic vehicle registration software in California. CVR acquired all of the outstanding stock of AVRS under an agreement of merger. The results of operations of the acquired business are included in our consolidated and combined statements of operations since the acquisition date.
We evaluate our businesses periodically in order to improve efficiencies in our operations and focus on the more profitable lines of business. On May 21, 2015, we sold our Internet sales leads business, which was comprised of Dealix Corporation and Autotegrity, Inc. and operated in the ARNA segment, to a third party. The results of operations of the Internet sales leads business were not included in our consolidated and combined statement of operations subsequent to the disposal date.
Key Performance Measures
We regularly review the following key performance measures in evaluating our business results, identifying trends affecting our business, and making operating and strategic decisions:
Dealer Management System Client Sites. We track the number of client sites that have an active DMS. Consistent with our strategy of growing our Automotive Retail client base, we view the number of client sites purchasing our DMS solutions as an indicator of market penetration for our Automotive Retail segments. Our DMS client site count includes retailers with an active DMS that sell vehicles in the automotive and adjacent markets. Adjacent markets include heavy truck dealerships that provide vehicles to the over-the-road trucking industry; recreation dealerships in the motorcycle, marine, and recreational vehicle industries, and heavy equipment dealerships in the agriculture and construction equipment industries. We consider a DMS to be active if we have billed a subscription fee for that solution during the most recently ended calendar month.
Average Revenue Per DMS Client Site. Average revenue per Automotive Retail DMS client site is an indicator of the adoption of our solutions by DMS clients, and we monitor changes in this metric to measure the effectiveness of our strategy to deepen our relationships with our current client base through upgrading and expanding solutions and increasing transaction volumes. We calculate average revenue per DMS client site by dividing the monthly applicable revenue generated from our solutions in a period by the average number of DMS client sites in the period. Revenue underlying this metric is based on budgeted foreign exchange rates. When we discuss growth in average revenue per DMS client site, revenue for the comparable prior period has been adjusted to reflect budgeted foreign exchange rates for the current period.
Websites. For the DM segment, we track the number of websites that we host and develop for our OEM and automotive retail clients as an indicator of business activity. The number of websites as of a specified date is the total number of full function dealer websites or portals that are currently accessible as of the end of the most recent calendar month.
Average Revenue Per Website. We monitor changes in our average revenue per website as an indicator of the relative depth of our relationships in our DM segment. We calculate average revenue per website by dividing the monthly revenue generated from our DM solutions in a period, excluding OEM advertising revenues, by the average number of client websites in the period. Revenue underlying this metric is based on budgeted foreign exchange rates. When we discuss growth in average revenue per website, revenue for the comparable prior period has been adjusted to reflect budgeted foreign exchange rates for the current period.
OEM Advertising. For the DM segment, we track the amount of advertising revenue generated from OEMs on either a national or regional scale as a measure of our effectiveness in delivering advertising services to the OEM market.
Results of Operations
The following is a discussion of the results of our consolidated and combined operations for the three and six months ended December 31, 2015 and 2014. For a discussion of our operations by segment, see "Analysis of Reportable Segments" below.
Our consolidated and combined results of operations, non-GAAP measures, segment revenues, and segment earnings before income taxes for the three and six months ended December 31, 2014 have been revised to reflect sales-type lease accounting for certain hardware components of our DMS and integrated solutions and to reflect the revised presentation of the noncontrolling interest in the earnings of CVR. Refer to Note 1 - Basis of Presentation in the accompanying Notes to the unaudited condensed consolidated and combined financial statements.

32



The table below presents consolidated and combined results of operations for the periods indicated and the dollar change and percentage change between periods.

 
Three Months Ended
 
 
 
 
 
Six Months Ended
 
 
 
 
 
December 31,
 
Change
 
December 31,
 
Change
 
2015
 
2014
 
$
 
%
 
2015
 
2014
 
$
 
%
Revenues
$
520.1

 
$
517.0

 
$
3.1

 
1
 %
 
$
1,034.7

 
$
1,034.0

 
$
0.7

 
 %
Cost of revenues
301.2

 
323.3

 
(22.1
)
 
(7
)%
 
612.0

 
634.8

 
(22.8
)
 
(4
)%
Selling, general, and administrative costs
105.8

 
105.9

 
(0.1
)
 
 %
 
203.2

 
216.4

 
(13.2
)
 
(6
)%
Restructuring expenses
1.8

 

 
1.8

 
n/m

 
3.7

 

 
3.7

 
n/m

Separation costs

 
3.3

 
(3.3
)
 
(100
)%
 

 
34.0

 
(34.0
)