Divestitures

On September 30, 2014, the Company completed the tax free spin-off of its former Dealer Services business, which was a separate reportable segment, into an independent publicly traded company called CDK Global, Inc. ("CDK"). As a result of the spin-off, ADP stockholders of record on September 24, 2014 (the "record date") received one share of CDK common stock on September 30, 2014, par value $0.01 per share, for every three shares of ADP common stock held by them on the record date and cash for any fractional shares of CDK common stock. ADP distributed approximately 160.6 million shares of CDK common stock in the distribution. The spin-off was made without the payment of any consideration or the exchange of any shares by ADP stockholders.

The Company recorded a decrease to retained earnings of $1.5 billion for the reduction in net assets of CDK related to the spin-off, offset by an increase to retained earnings of $825.0 million related to the cash dividend received from CDK as part of the spin-off. The spin-off, transitional, and on-going relationships between ADP and CDK are governed by the Separation and Distribution Agreement entered into between ADP and CDK and certain other ancillary agreements.

Incremental costs associated with the spin-off of $2.4 million for the three months ended March 31, 2015 and $47.7 million for the nine months ended March 31, 2015 are included in discontinued operations on the Statements of Consolidated Earnings.

On February 28, 2014, the Company completed the sale of its Occupational Health and Safety services business ("OHS") for a pre-tax gain of $15.6 million, less costs to sell, and recorded such gain within earnings from discontinued operations on the Statements of Consolidated Earnings in the three months ended March 31, 2014. OHS was previously reported in the Employer Services segment.

In conjunction with the spin-off of CDK and the sale of OHS, the Company has classified the operating results of these businesses as discontinued operations for all periods presented. Results for these businesses were as follows:



	Three Months Ended					Nine Months Ended
	March 31,					March 31,
	2015			2014		2015			2014
Revenues	$	—		$	498.1	$	508.9		$	1,464.8

(Losses)/earnings from discontinued operations before income taxes	(2.4		)	110.0		60.7			302.8
Provision for income taxes	—			32.1		68.4			98.4
Net earnings from discontinued operations before gain on disposal of discontinued operations	(2.4		)	77.9		(7.7		)	204.4

Gain on disposal of OHS, less costs to sell	—			15.6		—			15.6
Provision for income taxes	—			5.1		—			5.1
Net gain on disposal of OHS	$	—		$	10.5	$	—		$	10.5

Net (loss)/earnings from discontinued operations	$	(2.4	)	$	88.4	$	(7.7	)	$	214.9

The following is a summary of the assets and liabilities related to discontinued operations as of June 30, 2014:



	June 30, 2014
Assets:
Cash	$	397.7
Accounts receivable, net	296.7
Property, plant and equipment, net	109.7
Goodwill	1,226.6
Intangible assets, net	133.5
Other assets	245.5

Total assets	$	2,409.7

Liabilities:
Accounts payable	$	17.2
Accrued expenses and other current liabilities	128.1
Accrued payroll and payroll related expenses	99.2
Deferred revenues	218.2
Deferred income taxes	70.8
Other liabilities	47.7

Total liabilities	$	581.2