CDK Global
Annual Report 2017

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549______________ FORM 10-K______________ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2017ORo 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)______________ Delaware46-5743146(State or other jurisdiction of incorporation ororganization)(IRS Employer Identification No.) 1950 Hassell Road, Hoffman Estates, IL60169(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (847) 397-1700______________Securities registered pursuant to Section 12(b) of the Act:Title of className of each exchange on which registeredCommon Stock, $0.01 Par ValueNASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act:None______________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ýIndicate 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 1934during 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 filingrequirements 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 requiredto 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 thatthe registrant was required to submit and post such files). Yes ý No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein and will not becontained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this 10-K. ýIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. Large accelerated filer ý Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company)Smaller reporting company o Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ýThe aggregate market value of common stock held by non-affiliates of the registrant, as of December 31, 2016, the last business day of the registrant's mostrecently completed second fiscal quarter, was approximately $8.7 billion.The number of shares outstanding of the registrant’s common stock as of August 4, 2017 was 140,119,000.DOCUMENTS INCORPORATED BY REFERENCEPart III incorporates information by reference to the registrant's definitive proxy statement, to be filed with the Securities and Exchange Commission within120 days after the fiscal year end of June 30, 2017.Table of Contents PagePart I Item 1.Business3Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments25Item 2.Properties25Item 3.Legal Proceedings25Item 4.Mine Safety Disclosures26 Part II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27Item 6.Selected Financial Data29Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations31Item 7A.Quantitative and Qualitative Disclosures About Market Risk61Item 8.Financial Statements and Supplementary Data62Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure104Item 9A.Controls and Procedures104Item 9B.Other Information104 Part III Item 10.Directors, Executive Officers and Corporate Governance105Item 11.Executive Compensation107Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107Item 13.Certain Relationships and Related Transactions, and Director Independence107Item 14.Principal Accounting Fees and Services107 Part IV Item 15.Exhibits, Financial Statement Schedules108 Signatures110Part IForward-Looking StatementsThis Annual Report on Form 10-K contains, 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. All statements, otherthan statements of historical fact, including: the Company's business outlook, GAAP and adjusted results for the Company's fiscal year ending June 30, 2018("fiscal 2018"), and adjusted EBITDA targets for the Company's fiscal year ending June 30, 2019 ("fiscal 2019"); statements concerning the Company'spayment of dividends and the repurchase of shares, leverage targets and the funding of such dividends and repurchases; the Company's objectives for itsmulti-year business transformation plan; other plans; objectives; forecasts; goals; beliefs; business strategies; future events; business conditions; results ofoperations; financial position business outlook trends; and other information, may be forward-looking statements. Words such as "might," "will," "may,""could," "should," "estimates," "expects," "continues," "contemplates," "anticipates," "projects," "plans," "potential," "predicts," "intends," "believes,""forecasts," "future," "assumes," and variations of such words or similar expressions are intended to identify forward-looking statements. In particular,information appearing under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includesforward-looking statements. These statements are based on management's expectations and assumptions and are subject to risks and uncertainties that maycause actual results to differ materially from those expressed, or implied by, these forward-looking statements. Factors that could cause actual results to differmaterially from those contemplated by the forward-looking statements include:•the Company's success in obtaining, retaining, and selling additional services to customers;•the pricing of our products and services;•overall market and economic conditions, including interest rate and foreign currency trends, and technology trends;•adverse global economic conditions and credit markets and volatility in the countries in which we do business (such as the adverse economic impactand related uncertainty caused by the United Kingdom's ("U.K.") decision to leave the European Union ("Brexit"));•auto sales and advertising and related industry changes;•competitive conditions;•changes in regulation;•changes in technology, security breaches, interruptions, failures, and other errors involving our systems;•availability of skilled technical employees/labor/personnel;•the impact of new acquisitions and divestitures;•employment and wage levels;•availability of capital for the payment of debt service obligations or dividends or the repurchase of shares;•the impact of our indebtedness, our access to cash and financing, and our ability to secure financing or financing at attractive rates;•litigation involving contract, intellectual property, competition, shareholder, and other matters, and governmental investigations;•our ability to timely and effectively implement our business transformation plan, which is intended to increase operating efficiency and improve ourglobal cost structure, while limiting or mitigating business disruption; and•the ability of our significant stockholders and their affiliates to significantly influence our decisions.There may be other factors that may cause our actual results, performance or achievements to 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 themdo, what impact they will have on our results of operations and financial condition. You should carefully read the factors described elsewhere in thisdocument under "Risk Factors" in Part I, Item 1A in this Annual Report on Form 10-K for a description of certain risks that could, among other things, causeour actual results to differ from these forward-looking statements.All forward-looking statements speak only as of the date of this Annual Report on Form 10-K, even if subsequently made available by us on ourwebsite or otherwise, and are expressly qualified in their entirety by the cautionary statements1included in this Annual Report on Form 10-K. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect newinformation or future 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 consolidated and combined financial statements and accompanying notes theretoincluded elsewhere herein. In this Annual Report on Form 10-K, all references to "we," "our," and "us" refer collectively to CDK and its consolidatedsubsidiaries.2Item 1. BusinessOur CompanyWe are a leading global provider of integrated information technology and digital marketing solutions to the automotive retail and adjacentindustries. Focused on enabling end-to-end automotive commerce, we provide solutions to dealers in more than 100 countries around the world, servingapproximately 28,000 retail locations and most original equipment manufacturers ("OEMs"). We have over 40 years of history providing innovativesolutions to automotive retailers and OEMs to better manage, analyze, and grow their businesses. Our solutions automate and integrate all parts of the buyingprocess from targeted digital advertising and marketing campaigns to the sale, financing, insuring, parts supply, repair, and maintenance of vehicles. Webelieve the breadth of our integrated solutions allows us to more comprehensively address the varied needs of automotive retailers than any other singlecompetitor in our industry.Effective July 1, 2016, we executed a comprehensive plan to streamline our organization that will enable us to deliver an improved customerexperience, create significant efficiencies, and better align us to implement our business transformation plan. Refer to “Business Transformation Plan” underItem 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information on our business transformationplan. The organizational changes included integrating product management, combining the Digital Marketing and Automotive Retail North Americaoperations into a single organization, creating a single North America sales organization, and forming a global research and development organization.In connection with this reorganization, the Company reorganized into two main operating groups, and our operating segments have changed. TheCompany's first operating group is CDK North America which is comprised of two reportable segments, Retail Solutions North America and AdvertisingNorth America. The second operating group, which is also a reportable segment, is CDK International.Our History and Our Spin-off from ADPWe were the Dealer Services business of Automatic Data Processing, Inc. ("ADP"). In 1972, Dealer Services became ADP's third major business unit,offering accounting, service, management, and inventory processing services to automotive retailers. We have since expanded our role in the industry toencompass the full automotive retail value chain by developing integrated Dealer Management Systems (“DMSs”) and other solutions that help retailersmanage and grow their businesses. In 2005, we expanded our international footprint through our acquisition of Kerridge Computer Company Limited("Kerridge"), which provided us with a multi-country DMS platform in Europe, the Middle East, Asia, Africa, and Latin America and has become the basis forour international business. In 2010, we acquired Cobalt, a leading provider of automotive digital marketing solutions, which has enabled us to solidify andexpand our digital marketing and digital advertising capabilities.On April 9, 2014, the board of directors of ADP approved the spin-off of the Dealer Services business. On September 30, 2014, the spin-off becameeffective and ADP distributed 100% of the common stock of the Company to the holders of record of ADP's common stock as of September 24, 2014 (the"spin-off").Operating SegmentsRetail Solutions North AmericaThrough our Retail Solutions North America ("RSNA") segment, we provide technology-based solutions, including automotive website platforms,that help automotive retailers, OEMs, and other industry participants manage the acquisition, sale, financing, insuring, parts supply, repair, and maintenanceof vehicles. Our solutions help our customers streamline their operations, better target and serve their customers, and enhance the financial performance oftheir retail operations. In addition to providing solutions to retailers and manufacturers of automobiles, we also provide solutions to retailers andmanufacturers of heavy trucks, construction equipment, agricultural equipment, motorcycles, boats, and other marine and recreational vehicles.3Advertising North AmericaThrough our Advertising North America ("ANA") segment, we provide advertising solutions, including management of digital advertising spend, forOEMs and automotive retailers. These solutions provide a coordinated offering across multiple marketing channels to help achieve customer marketing andsales objectives and coordinate execution between OEMs and their retailer networks.CDK InternationalThrough our CDK International ("CDKI") segment, we provide technology-based solutions similar to the retail solutions provided in our RetailSolutions North America segment in approximately 100 countries outside of the United States ("U.S.") and Canada. The solutions that we provide within thissegment allow our customers to streamline their business operations and enhance their financial performance within their local marketplace, and in somecases where we deal directly with OEMs, across international borders. Customers of this segment include automotive retail dealers and OEMs across Europe,the Middle East, Asia, Africa, and Latin America.Refer to "Analysis of Reportable Segments" within "Results of Operations" under Item 7 - "Management's Discussion and Analysis of FinancialCondition and Results of Operations" and Note 18, "Financial Data by Segment" to our consolidated and combined financial statements under Item 8 of PartII of this Annual Report on Form 10-K for financial information regarding our operating segments and geographic areas.Products and ServicesWhen we refer to "Retail Solutions," we are referring to our Retail Solutions North America and CDK International operating segments, and when werefer to "Advertising," we are referring to our Advertising North America operating segment.Retail SolutionsCustomersWe serve a broad and diverse customer base in the automotive retail industry. Our customers include most major OEMs and a significant number oftheir associated franchised retail locations. Our customer base also includes lenders, aftermarket providers, and other service and information providers to theautomotive retail industry.Automotive Retailers. We primarily serve franchised and independent automotive retailers in North America and internationally. We work with thefollowing types of automotive retail organizations:•Public Franchised Automotive Retail Groups - customers in this group are publicly traded companies that own multiple automotive retail locationsand have multiple franchises;•Private Franchised Automotive Retail Groups - customers in this group own two or more automotive retail locations consisting of two or morefranchises;•Private Single-Location Franchised Automotive Retailers - customers in this group own and manage a single automotive retail location consistingof one or more franchises;•OEM Company-Owned Retail Locations - customers in this group are OEMs that own and operate one or more automotive retail locations; and•Independent Used Car Retailers - customers in this group own and manage one or more retail locations. Independent used car retailers do not haveOEM franchises for new vehicle sales and authorized services and instead sell only used cars and related financing, insurance, parts, repair, andmaintenance services.OEMs. We directly sell data management, business intelligence, benchmarking, and DMS integration services to OEMs. In addition, we coordinatewith OEMs to offer, on either a mandatory or elective basis, branded and/or endorsed solutions for their associated franchised automotive retail networks.4Other Application, Service, and Information Providers. Through the CDK partnership program for our Drive DMS solution in North America, weenable third-party application and service providers to deliver their solutions more broadly into our DMS customer base.ServicesThe following table includes a list and summary description of the primary solutions we provide as part of our Retail Solutions businesses.Solutions DescriptionDealer Management Systems Integrated suite of features and services to manage the information systems and processworkflows involved in running automotive retail operationsVehicle Sales Solutions (1)(2) Technology tools and services to streamline the entire vehicle inventory, sales, andfinance and insurance (“F&I”) processFixed Operations Solutions (1)(2) Solutions to manage the parts and service profit center of dealerships, including customertargeting appointment scheduling, on-site workflow and billingCustomer Relationship Management Solutions (1)(3) A system that manages interactions with current and prospective customersFinancial Management Solutions (1)(3) Value-added capabilities for accounts payable, payments, and payrollDocument Management Solutions (1)(3) Document creation and archiving solutions to address the complex automotive retail salesprocessNetwork Management Solutions (1)(2) Wired and wireless network solutions to support dealer connectivity and security effortsIntegrated Telephony Management Solutions (1)(3) Integrated telephony solutions that allow automotive retailers to connect andcommunicate via presence, instant messaging, voice, and videoData Management & Business Intelligence Solutions (1)(2) Solutions to extract, cleanse, normalize, enhance, and distribute data and to provideactionable insightsImplementation and Training Solutions (3) Solution delivery and configuration services and development of end user utilizationskills and productivityCustomer Support (1)(3) Full range of support servicesProfessional Services (1)(2) Consulting services that provide in-depth analysis and recommendations on optimizingretail operationsWebsites (2)(4) Proprietary internet content delivery platform(1) Indicates solutions that may be integrated into our DMS.(2) Indicates solutions that may be implemented as a stand-alone product or solution without the core DMS.(3) Indicates solutions that require purchase of our DMS.(4) Websites are not currently offered by our CDK International segment.Dealer Management SystemsOur DMSs form the core of our retail offerings and generate a substantial portion of our revenues for those businesses. DMSs are enterprisetechnology solutions that provide an integrated suite of features and services that enable our customers to manage the information systems and processworkflows involved in running automotive retail operations. These DMSs facilitate the sale of new and used vehicles, consumer financing, repair andmaintenance services, and vehicle and parts inventory management. Additionally, these solutions enable company-wide accounting, financial reporting, cashflow management, and payroll services. Our DMSs are typically integrated with OEM data processing systems that enable automotive retailers to ordervehicles and parts, receive vehicle records, process warranties, and check recall campaigns and service bulletins while helping them to fulfill their franchiseeresponsibilities to their OEM franchisors.Vehicle Sales SolutionsOur full suite of Vehicle Sales Solutions helps automotive retailers streamline the vehicle inventory, sales, and F&I process. Our solutions integratenew and used vehicle sales workflows with supporting services to deliver seamless and5streamlined retail transactions. Additionally, we provide automotive retailers with tools to help them purchase, stock, and price new and used vehicleinventory. At the conclusion of a retail sales transaction, our majority-owned subsidiary, Computerized Vehicle Registration, Inc. (“CVR”), enables certain ofour retailer customers in the U.S. to register sold vehicles with the appropriate state department of motor vehicles. Our Vehicle Sales Solutions are designed tobe integrated with the automotive retailer’s DMS.Fixed Operations SolutionsOur Fixed Operations Solutions help automotive retailers create and manage new service sales leads, reduce the effort required to manage thoseleads, and communicate with their customers through multiple channels (including e-mail, text, voice, mobile, and direct mail). Because vehicle repair andmaintenance services are a vital element of our customers’ revenue and profit streams, we enable automotive retailers to manage the entire workflow in theparts, and repair and maintenance profit centers. Managing vehicle service activities helps automotive retailers strengthen their relationships with theircustomers and drive the profitability of a single vehicle sale beyond the original transaction. Our Fixed Operations Solutions work in conjunction with theautomotive retailer’s DMS.Customer Relationship Management SolutionsOur Customer Relationship Management (“CRM”) Solutions provide automotive retailers the ability to manage leads for vehicle sales, parts, andservices while automating business development processes and managing marketing campaigns for current and prospective customers. We enable datawarehouse technology to aggregate customer, vehicle, and transaction information in order to provide key performance indicators for the retailer. Our CRMSolutions work in conjunction with the automotive retailer’s DMS.Financial Management SolutionsWe deliver true multi-company accounting capabilities in our North American and international DMSs. In addition to the finance and accountingcapabilities in our DMSs, we provide value-added Financial Management Solutions for automotive retailers in North America to enable optimizedcapabilities for accounts payable, payments, and payroll. Our solutions are integrated with most of our DMSs in order to provide a unified user experience.Document Management SolutionsDocument Management Solutions address the needs of complex sales processes that require multiple certifications and contracts across ourcustomers’ retail operations. We are a single source to automotive retailers for laser document printing, custom and standard forms development, andscanning, storing, and archiving important automotive retail documents. We also provide electronic contracting and signature capabilities that comply withstate and federal guidelines for automobile sales and financing.Network Management SolutionsWe offer a wide variety of wired and wireless network solutions to support retailer connectivity and security efforts. Our Network ManagementSolutions deliver the connectivity and dependability required for automotive retailers to conduct their operations while helping to protect their informationsystems from unauthorized access, use, disclosure, and disruption.Integrated Telephony Management SolutionsWe provide Integrated Telephony Solutions that allow automotive retailers to connect and communicate via presence, instant messaging, voice, andvideo. Our telephony service is a cloud-based solution that can help minimize costs, provide scale to match growing businesses, and deploy applicationsfaster. Our Integrated Telephony Management Solutions are fully integrated with most of our DMSs, Vehicle Sales Solutions, Fixed Operations Solutions,and CRM Solutions.Data Management and Business Intelligence SolutionsWe provide an extensive portfolio of solutions that enable automotive retailers, OEMs, and other participants in the automotive retail industry tosolve problems associated with the highly fragmented systems and data across the industry. Through an open exchange integrating capabilities, we helpdealers increase sales, operational efficiency, and profitability. In conjunction with OEM or third-party sponsored programs (and with automotive retailerconsent), we use our highly automated capabilities to extract data from various DMSs, which we then cleanse, normalize, and enhance to distribute to publicand6private franchised automotive retail groups, OEMs, consumer-facing websites, and other industry participants. In addition, we provide data integrationcapabilities that link disparate industry systems and provide them with the ability to exchange data securely, reliably, and in real time. We work with avariety of service providers to integrate work flows, establish business rules, and maintain data integrity and security to allow dealers to run their businessaccording to their unique needs. Many OEMs and other industry participants in North America utilize our data management solutions to process millions oftransactions every month. As an extension of our data management capabilities, we also provide various capabilities in business intelligence, which help usto turn complex data into actionable insights for our customers.Implementation and Training SolutionsOur Implementation and Training Solutions are designed to deliver and configure technology and to develop and enhance end user utilization skillsand productivity. Better technology utilization helps our customers optimize business results faster.Customer SupportWe provide a full range of support services to our customers around the world. In many countries, customers can call a local support specialist orsubmit an inquiry online, respond to updates using web chat, find answers to hundreds of frequently asked questions, download documentation, and accessimportant resources to help improve employee productivity and increase system utilization.Professional ServicesWe provide consulting services to our customers, offering in-depth analysis and recommendations for optimizing automotive retail processes. Wehelp customers increase revenue opportunities, reduce expenses, mitigate risks, and enhance customer sales transaction experiences in all areas of their retailbusiness.WebsitesWe offer a highly scalable, proprietary internet content delivery platform that delivers compelling, dynamic, personalized content to consumers ontheir device of choice in a manner that is coordinated across national, regional, and local entities. This platform provides the automotive retailer with greaterflexibility, control, and results from their web presence while providing the OEM or automotive retailer network-wide visibility into marketing performance.The content platform is offered with a range of value added solutions, such as advanced design customization and merchandising features, visitorpersonalization, premium search engine optimization, reputation management, and social media marketing. Our customers have the ability to tailor theplatform to reflect their brand, marketing, and sales practices. With a wide variety of professional designs, our customers get a website that clearly andeffectively communicates their brand and value proposition and differentiates them from the competition. We make it easy to add functionality and drivecustomer engagement through advanced “drag and drop” design tools, configurable functionality, and hundreds of third-party solutions that enable ourcustomers to continue innovating and managing their digital storefront across desktop, tablet, and smartphone devices.Website services include development, management and hosting of websites, and related consulting. These revenues are generally based on monthlycontractual subscriptions.AdvertisingCustomersOur principal customers in our Advertising business are automotive retailers, automotive retailer associations, and OEMs with a particular focus inNorth America. We provide integrated marketing solutions for OEMs and their retail networks, as well as automotive retail groups. As a result, our customersare concentrated in the OEM brands for which we have OEM endorsements. This network strategy enables us to offer coordinated marketing solutions withhigher performance and value to our customers, in turn increasing network penetration and reducing customer churn. Our most significant OEM customer isGeneral Motors.7ServicesWe provide advertising solutions that allow retailers and OEMs to connect with customers and manage their brands. Our integrated advertisingsolutions help streamline the consumer’s path to our customers’ retail locations, linking advertising spend by OEMs, maximizing exposure for the retailers’message, and minimizing competitive distractions by giving buyers the information they need. We also provide search engine optimization services andsocial media marketing to round out a dealer's advertising footprint. We benefit from an intimate understanding of the modern consumer purchase journeyand have deep insights into shopper behavior with what we believe is the industry’s most comprehensive suite of advertising and predictive analyticssolutions. As a result, we provide our customers with tangible and quantifiable business results, such as increased brand awareness and additional revenue,and consistently help them to improve their marketing return on investment.Advertising revenues are based on contracted digital advertising spend levels from both automotive retailers and OEMs.The following table includes a list and summary description of the solutions we provide as part of our Advertising business.Solutions DescriptionAdvertising Multi-channel advertising delivered through a proprietary advertisingtechnology platformBusiness Intelligence Actionable insights delivered through advanced dashboards that useperformance indicatorsMarketing Services and Expertise Advertising strategy consultancy and executionAdvertisingOur ANA segment provides solutions that help automotive retailers, automotive retailer associations, and OEMs to more effectively communicateand establish the first point of contact with in-market, prospective car buyers. Our advertising solutions are designed to optimize both (i) direct-responsecampaigns focused on generating specific consumer vehicle or repair and maintenance purchases or responses and (ii) brand campaigns geared towards liftingbrand metrics. We conduct market research regularly to identify trends in the marketplace and understand shifting buyer preferences, which we translate intopowerful insights for our customers. Our complete solution begins with an advertising service that allows our customers to amplify their brand awareness andmanage online marketing campaigns. These multi-channel advertising packages can consist of a variety of media, such as paid search, display advertising,display re-marketing, mobile content, and campaign landing pages, among others.Underlying these advertising services is a proprietary advertising technology platform designed for the unique structure of the automotive retailindustry that dynamically adjusts content, spend, and bidding across multiple marketing channels to optimize retail sales outcomes. As one of the largestpurchasers of automotive retail advertising inventory, we leverage our relationships with premium content providers, shopping destinations, and advertisingchannels, such as Amazon, Edmunds, Google, and Yahoo, to optimize both reach and value for our customers.Business IntelligenceOur ANA segment employs business intelligence and data science professionals to develop insights and report on results from our proprietary datawarehouse. These insights are delivered to our customers through advanced dashboards that use performance indicators that we believe are better correlatedwith sales outcomes than current standard industry practice. These insights are also used to develop models for our website and advertising execution, whichoptimize advertising return on investment for all of our customers. Additionally, we develop proprietary analytic models with high predictive value to informour OEM customers of opportunities to improve their future business performance.Marketing Services and ExpertiseWe provide advertising strategy consultancy and execution for our advertising customers through marketing professionals who proactively engageour retailer customers, complementing their organizations with cost-effective outsourced digital marketing expertise from merchandising, and promotionthrough brand strategy. These services are both contracted by8OEMs on behalf of their retailer networks and by retailers to supplement their internal resources and are an important contributor to customer satisfaction andretention.Product DevelopmentOur ability to bring new solutions to market and to develop or acquire the data and technology that enables these solutions is important to ourcontinued success. In our fiscal years ending June 30, 2017 ("fiscal 2017"), June 30, 2016 ("fiscal 2016"), and June 30, 2015 ("fiscal 2015"), we spent $150.0million, $161.0 million, and $170.1 million, respectively, to research, develop, and deploy new and enhanced solutions for our customers. Our research anddevelopment function is centrally managed to increase collaboration and deploy critical capabilities globally to leverage scale.Sales and MarketingOur sales and marketing functions are managed and organized to provide local agility and expertise. We organize, locate, and manage our salesprofessionals in discrete territories in our targeted geographies. Our sales teams focus specifically on OEM and dealer relationships.•OEM Relationships—we have a team of professionals assigned to establish relationships with automotive OEMs, sell our solutions, and manage ourrelationships beyond the initial sale, with targets for account performance and satisfaction.•Public Franchised Automotive Retail Groups, Private Franchised Automotive Retail Groups, Private Single-Location Automotive Retailers, OEMCompany-Owned Retail Locations, and Independent Used Car Retailers—we target these automotive retailers through our sales force and marketingprograms to drive demand generation and ensure retention. We operate this way in North America and internationally.Our sales strategy leverages our existing customer relationships to enable us to offer additional solutions that help make our customers morecompetitive.Though our business is not highly cyclical, it is seasonal. Our revenues experience volatility around seasonal consumer vehicle shopping activity.We address this seasonality in sales by establishing annual quotas for each of our sales professionals. While this volatility is experienced throughout theindustry, it is amplified in our Advertising business where advertising spend may vary significantly throughout the year given the increasing importance toOEMs and automotive retailers of capturing buyer attention during certain seasonal periods and major events such as the launch of a new vehicle model.Our marketing group structure is built to provide insight into product development, communications, and branding to ensure we grow brand equityand competitive positioning in the market. This group focuses on market research and analysis, developing new sales opportunities through a range ofmarketing communications including campaigns and trade exhibitions, and the positioning and branding of our solutions in the markets that we serve.CompetitionOur industry is highly competitive and fragmented. We compete with a broad and diverse range of information, technology, services, and consultingcompanies, as well as with the in-house capabilities of OEMs. Our competitors range from local providers to regional and global competitors. However, webelieve that no competitor provides the same combination of geographical reach and breadth of solutions that we do.In our Retail Solutions businesses, our competitors vary by capabilities within the automotive retail value chain. They include:•DMS providers, including The Reynolds and Reynolds Company ("Reynolds and Reynolds"), Dealertrack (Cox Automotive), Incadea (CoxAutomotive), Auto/Mate, AutoSoft, and various local and regional providers globally;•sales, marketing inventory, and F&I software and service providers, including Dealertrack (Cox Automotive), First Look, Market Scan InformationSystems, StoneEagle Group, vAuto (Cox Automotive), VinSolutions (Cox Automotive), and various local and regional providers globally;9•providers of vehicle electronic registration solutions that compete with CVR, including ELS, MVSC, TitleTec, and triVIN (Cox Automotive); and•providers of web-based automotive finance credit applications and eContracting processors that compete with our Open Dealer Exchange jointventure with Reynolds and Reynolds, including Dealertrack (Cox Automotive) and RouteOne.The most significant competitive factors that we face in our Retail Solutions businesses are price, brand, breadth of features and functionality,scalability, and service capability.The primary competitors of our advertising and website solutions for OEM network endorsements are Dealer.com (Cox Automotive),AutoTrader.com (Cox Automotive), Kelly Blue Book (Cox Automotive), Dominion Enterprises, and Naked Lime (Reynolds and Reynolds). Several hundredspecialty vendors and agencies offer website, digital marketing, and third-party applications that can be alternatives to our services with individualautomotive retailers and groups. We also compete with traditional marketing channels, such as print, radio, and television, for a share of the automotiveretailer’s marketing budget. The most significant competitive factors that we face are brand, breadth of features and functionality, scalability, and servicecapability.RegulationThe automotive retail industry is highly regulated and automotive retailers and OEMs are subject to a broad array of complex regulations governingvirtually every aspect of their operations. Our customers must ensure their compliance with their regulatory requirements, and, in turn, we must ensure thatour solutions effectively address their regulatory compliance needs.Privacy and Data Security LawsWe are subject to a number of federal, state, and foreign laws and regulations regarding data governance and the privacy and protection of personaldata. For example, under the Gramm-Leach-Bliley Act (the “GLB Act”), automotive retailers are generally deemed to be regulated financial institutions andtherefore are subject to the GLB Act and applicable regulations, including the Federal Trade Commission's ("FTC") Privacy Rule and Safeguards Rule. In ourcapacity as a service provider to automotive retailers, we generally commit to our customers that we will process and use non-public personal information,such as information regarding their customers that we process in their DMS, consistent with the GLB Act and the related regulations. Similarly, many U.S.states and foreign jurisdictions have adopted regulations that require notification to individuals and/or governmental authorities of a security breach relatingto their sensitive personal data or that mandate minimum security standards with respect to the handling and transmission of such data. For a discussion ofprivacy and data security regulation and the potential impacts on our business, see “Risk Factors—Risks Relating to Our Business—Changes in regulationsor consumer concerns regarding privacy and protection of consumer data, or any failure to comply with privacy and data protection obligations, couldnegatively impact our business, results of operations, and financial condition.”RegulationBecause our business delivers solutions across a broad spectrum of automotive retailer operations, our activities are impacted by a wide variety offederal, state, local, and international laws and regulations. Central to the value of our Document Management Solutions, for example, is that the forms weprovide for our customers meet the requirements of their applicable laws. Likewise, within our Vehicle Sales Solutions, our CVR service is dependent on ourcompliance with complex and detailed regulatory requirements. Across our portfolio of automotive retail solutions, we are focused on ensuring that we meetour regulatory compliance obligations and that our solutions enable our customers to comply with the laws and regulations applicable to them. See “RiskFactors—Risks Relating to Our Business—We are directly and indirectly subject to, and impacted by, extensive and complex regulation in the U.S. andabroad, and new regulations and/or changes to existing regulations may negatively impact our business, results of operations, and financial condition,” foradditional information regarding the application and impact of laws and regulations on our operations.10Our customers must comply with an array of state and local laws specific to the advertising of automobiles, finance and insurance, and relatedservices. The advertising of automobile financing in the U.S. is generally subject to the federal Truth in Lending Act and attendant regulations, while theadvertising of consumer automobile leases is subject to similar regulations under the Consumer Leasing Act and enabling regulations. In each case, theregulations prescribe the information, such as payment amount, payment period, term, and interest rate, to be disclosed to a consumer in connection with theadvertising of vehicle financing or a vehicle lease. Similarly, state and local laws establish requirements with respect to the advertising of vehicles andvehicle attributes, from the required elements of pricing information to the presentation of fuel efficiency data.Some of our solutions include email marketing as a component, which is governed by a variety of U.S. federal, state, and foreign laws andregulations. In the U.S., for example, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN-SPAM Act")establishes requirements, such as mandatory opt-out mechanisms, for the distribution of “commercial” email messages for the primary purpose of advertisingor promoting commercial products or services and provides for criminal and civil penalties for failure to comply. Individual states as well as some foreignjurisdictions, such as Australia, Canada, and the European Union, have also enacted laws that regulate sending commercial email, some of which are morerestrictive than the CAN-SPAM Act.As with the majority of our solutions, the compliance obligation lies with our customers and, in purchasing our solutions, our customers agree to useour services in compliance with applicable laws. Nonetheless, we strive to ensure that our solutions enable our customers to achieve and maintain thatcompliance.EmployeesAs of June 30, 2017, we had a total of approximately 8,900 full-time employees worldwide. None of our employees is represented by a collectivebargaining agreement. We believe that relations with our employees are good.Available InformationWe electronically file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to thosereports, and proxy statements, with the Securities Exchange Commission (“SEC”). The SEC maintains an internet address at http://www.sec.gov that containsreports, proxy statements and information statements, and other information, which you may obtain free of charge. In addition, our corporate website,www.cdkglobal.com, provides materials for investors, information about our services and copies of our filings with the SEC. Access to these filings is free ofcharge. The content on any website referenced in this filing is not incorporated by reference into this filing unless expressly noted.11Item 1A. Risk FactorsYou should carefully consider each of the following risks and all of the other information set forth in this Annual Report on Form 10-K. Based onthe information currently known to us, we believe that the following information identifies the risk factors that could materially affect our business, resultsof operations and financial condition. However, the risks and uncertainties described below are not the only risks and uncertainties facing us; our businessis also subject to general risks and uncertainties that affect many other companies, and may be subject to additional risks and uncertainties not currentlyknown to us or that we currently believe to be immaterial, and such risks and uncertainties may have a material adverse effect on our business, results ofoperations and financial condition. If any of the following risks and uncertainties develop into actual events, they could have a material adverse effect onour business, results of operations and financial condition.Risks Relating to Our BusinessWe may not be able to continue to compete effectively against other providers of technology solutions to automotive retailers, OEMs, and otherparticipants in the automotive retail industry.Competition among automotive retail solutions and advertising solutions providers is intense. The industry is highly fragmented and subject tochanging technology, shifting customer needs, and frequent introductions of new solutions. We have a variety of competitors both for our integratedsolutions and for each of our individual solutions. For example:•our automotive retail solutions compete with providers of automotive retailing technology solutions, such as Reynolds and Reynolds, CoxAutomotive (Dealertrack, Autotrader.com, and others), RouteOne LLC, and Dominion Enterprises; and•our advertising and website solutions compete with providers of automotive digital marketing/advertising solutions, such as Cox Automotive,Dominion Enterprises, and Reynolds and Reynolds.Our competitors may be able to respond more quickly or effectively to new or emerging technologies and changes in customer demands or to devotegreater resources to the development, promotion, and sale of their solutions than we can to ours. We expect the industry to continue to attract newcompetitors and new technologies, possibly involving alternative technologies that are more sophisticated and cost-effective than our solutions. There canbe no assurance that we will be able to compete successfully against current or future competitors or that the competitive pressures we face will not have amaterial adverse effect on our business, results of operations, and financial condition.Market trends influencing the automotive retail industry could have a negative impact on our business, results of operations, and financial condition.Market trends that negatively impact the automotive retail industry may affect our business by reducing the number and/or size of actual orpotential customers or the money that actual or potential customers are willing or able to spend on our solution portfolio. Such market factors include:•the adverse effect of long-term wage stagnation on the purchasing power of vehicle purchasers and the number of vehicle purchasers;•pricing and purchase incentives for vehicles;•disruption in the available inventory of vehicles;•disruption in the retail automobile dealership model, including potential disintermediation by emerging business models;•market oversupply of vehicles and declining used-vehicle pricing;•the expectation that consumers will be purchasing fewer vehicles overall during their lifetime as a result of better quality vehicles and longerwarranties and the development of shared-use mobility;•the cost of gasoline and other forms of energy;12•the availability and cost of credit to finance the purchase of vehicles and excess negative equity in existing vehicle loans;•increased federal and other taxation; and•reductions in business and consumer confidence.Such market trends could have a material adverse effect on our business, results of operations, and financial condition.Market acceptance of and influence over our products and services, particularly of our advertising and website solutions, is concentrated in a limitednumber of automobile OEMs and consolidated retailer groups, and we may not be able to maintain or grow these relationships.Although the automotive retail industry is fragmented, a relatively small number of OEMs, consolidated retailer groups and retailer associationsexert significant influence over the market acceptance of automotive retail products and services due to their concentrated purchasing activity, theirendorsement or recommendation of specific products and services and/or their ability to define technical standards and certifications. For example, our DMSsare certified to technical standards established by OEMs and certain of our products and services are provided pursuant to OEM-designated endorsement orpreferred vendor programs. While automotive retailers are generally free to purchase the solutions of their choosing, when an OEM has endorsed or certified aprovider of products or services to its associated franchised automotive retailers and if our solutions lack such certification or endorsement, adoption orretention of our products and services among the franchised dealers of such OEM could be materially impaired.Some of our products, such as our advertising and website solutions, are primarily sold to or through OEMs and depend on us maintaining strongrelationships with those OEMs. Our advertising and website solutions are primarily marketed and delivered through programs sponsored or endorsed byOEMs, the most significant of which is General Motors. We generated approximately 11% of our consolidated revenues from General Motors and its globalaffiliates during the fiscal year ended June 30, 2017, and as of June 30, 2017, General Motors accounted for 14% of our accounts receivable. OEM switchingcosts for advertising and website solutions are generally low and our agreements with such customers generally may be terminated by each OEM on shortnotice or without cause, do not automatically renew upon expiration and have no minimum volume or payment requirements. In addition, if renewed, suchagreements may shift from exclusive to multi-vendor relationships. The termination, or renewal on less beneficial terms, of one or more of these relationships,changes in our customers’ advertising budget allocations or marketing strategies, or a change in the economy could result in a decline in the level ofadvertising and website services that they purchase from us, which in turn could have a material adverse effect on our business, results of operations, andfinancial condition.We may be unable to develop and bring products and services in development to market, or bring new products and services to market in a timely manneror at all.Our success depends in part upon our ability to bring to market new products and services, and enhancements thereto that address evolving customerdemands. For example, our advertising and website solutions must effectively address the market shift to mobile technology. The time, expense, and effortassociated with developing and offering new and enhanced products and services may be greater than anticipated. The length of the development cyclevaries depending on the nature and complexity of the product, the availability of development, product management, and other internal resources and therole, if any, of strategic partners. If we are unable to develop and bring to market additional products and services, and enhancements thereto, in a timelymanner, or at all, we could lose market share to competitors who are able to offer these new products and services, which could have a material adverse effecton our business, results of operations, and financial condition.Our failure or inability to execute any element of our business strategy, including our business transformation plan, could negatively impact our business,results of operations, or financial condition.Our business, results of operations, and financial condition depend on our ability to execute our business strategy, which includes the following keyelements:•executing on our business transformation plan;•deepening relationships with our existing customer base;•continuing to expand our customer base;13•strengthening and extending our solutions portfolio;•driving additional operational efficiency; and•selectively pursuing strategic acquisitions.We may not succeed in implementing a portion or all of our business strategy, and even if we do succeed, our strategy may not have the favorableimpact on our business, results of operations, or financial condition that we anticipate. We may not be able to effectively manage the expansion of ourbusiness or achieve the rapid execution necessary to fully avail ourselves of the market opportunity for our solution portfolio. If we are unable to adequatelyimplement our business strategy, our business, results of operations, and financial condition could suffer a material adverse effect.We may experience difficulties, delays, or unexpected costs and not achieve anticipated benefits and savings from our business transformation plan.During fiscal 2015, we initiated a business transformation plan described under "Business Transformation Plan" and "Management's Discussion andAnalysis of Financial Condition and Results of Operations." We may not realize, in full or in part, the anticipated benefits and savings from the businesstransformation plan due to unforeseen difficulties, delays, or unexpected costs, which may adversely affect our business and results of operations, and even ifthe anticipated benefits and savings are substantially realized, there may be consequences or business impacts that were not expected.We are dependent on our key management, direct sales force, and technical personnel for continued success.Our global senior management team is concentrated in a small number of key members, and our future success depends to a meaningful extent on theservices of our executive officers and other key team members, including members of our direct sales force and technology staff. Generally, our executiveofficers and employees can terminate their employment relationship at any time. The loss of any key employees or our inability to attract or retain otherqualified personnel could materially harm our business and prospects.Effective succession planning is important to our long-term success. We completed the reorganization of our business structure on July 1, 2016, aspart of our ongoing business transformation plan, which resulted in a number of leadership changes. Disruptions in the transition or reorganization couldhave a material adverse effect on our business, results of operations, and financial condition and could adversely affect our ability to attract and retain otherkey executives.Competition for qualified leadership and technical personnel in the technology industry is intense, and we compete for leadership and technicalpersonnel with other technology companies that have greater financial and other resources than we do. Our future success will depend in large part on ourability to attract, retain, and motivate highly qualified leadership and technical personnel, and there can be no assurance that we are able to do so. Anydifficulty in hiring or retaining needed personnel, or increased costs related thereto, could have a material adverse effect on our business, results ofoperations, and financial condition.Real or perceived errors or failures in our software and systems could negatively impact our results of operations and growth prospects.We depend upon the sustained and uninterrupted performance of numerous proprietary and third-party technologies to deliver our solutionportfolio. If one or more of those technologies cannot scale to meet demand, or if there are errors in our execution of any feature or functionality using anysuch technologies, then our business may be harmed. Because our software is often complex, undetected errors and failures may occur, especially when newversions or updates are made. Despite testing by us, errors or bugs in our solutions may not be found until the software or service is in active use by us or ourcustomers. Moreover, our customers could incorrectly implement or inadvertently misuse our solutions, which could result in customer dissatisfaction andadversely impact the perceived utility of our solutions as well as our brand. Any of these real or perceived errors, failures, or bugs could result in negativepublicity, reputational harm, loss of or delay in market acceptance of our solutions, loss of competitive position or claims by customers for losses sustainedby them, all of which, along with the costs of responding to such effects, may have a material adverse effect on our business, results of operations, andfinancial condition.Our systems may be subject to security breaches.We handle substantial amounts of confidential information, including personal information of consumers. Our success depends on the confidence ofOEMs, dealers, lenders, major credit reporting agencies and other data providers, and other users14of (or participants in) our solutions in our ability to store, process, and transmit this confidential information securely (whether over the internet or otherwise),and to operate our computer systems and operations without significant disruption or failure. These computer systems periodically experience directedattacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse, or theft of data. While security measures are in place,concerns over the security of third-party data that we store, process, and transmit, which may be heightened by any well-publicized compromise of security,may deter customers from using our solution portfolio and/or deter vendors from providing their solutions to us. Moreover, if our security measures arematerially breached and unauthorized access is obtained to confidential information, our solutions may be perceived as not being secure and our customersmay curtail or stop using our solutions and/or vendors may curtail or stop providing their solutions to us. Any failure of, or lack of confidence in, the securityof our solutions could have a material adverse effect on our business, results of operations, and financial condition. Despite our focus on data security, wemay not be able to stop unauthorized attempts to gain access to data that we store and process, or to stop disruptions in the transmission or provision of dataand communications or other data by us. Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developmentscould result in a compromise or breach of the controls used by our solutions to protect data contained in our, our customers’ and/or our vendors’ databasesand the information being stored, transferred, or processed. While warranties and liabilities are limited to data and system security in our customer and vendorcontracts, they or other third parties may seek to hold us liable for any losses suffered as a result of unauthorized access to their confidential information ornon-public personal information of consumers. In addition, while effort has been expanded to have insurance to cover these losses, we may be required toexpend significant capital and other resources to protect against security breaches, and/or to alleviate any problems caused by actual or threatened securitybreaches. Our security measures may not be sufficient to prevent security breaches, and any failure to prevent security breaches and/or to adequately alleviateany problems caused by security breaches could have a material adverse effect on our business, results of operations, and financial condition.Our networks, systems, and infrastructure may be vulnerable to interruptions or failure.From time to time, we have experienced, and may experience in the future, network or system slowdowns and interruptions. These network andsystem slowdowns and interruptions may interfere with our ability to do business. While the appropriate upgrades to various systems, shoring up backupprocesses and other measures to protect against data loss and system failures have been implemented and tested, there is still risk that we may lose criticaldata or experience network failures.Despite the resiliency plans and facilities we have in place, our ability to conduct business may be adversely impacted by a disruption in theinfrastructure that supports our businesses. This may include a disruption involving electrical, satellite, undersea cable or other communications, internet,transportation or other services facilities used by us or third parties with which we conduct business. These disruptions may occur as a result of events thataffect only our buildings or systems or those of such third parties, or as a result of events with a broader impact globally, regionally or in the cities wherethose buildings or systems are located, including, but not limited, to natural disasters, war, civil unrest, economic or political developments, pandemics, andweather events.Such network, system or infrastructure failures or disruptions may result in lost revenue opportunities for our customers, which could result inlitigation against us or a loss of customers. Additionally, we have service level agreements with certain of our customers that may result in penalties or triggercancellation rights in the event of a network or system slowdown or interruption. Any of these could have a material adverse effect on our business, results ofoperations, and financial condition.Changes in regulations or consumer concerns regarding privacy and protection of consumer data, or any failure to comply with privacy and dataprotection obligations, could negatively impact our business, results of operations, and financial condition.Federal laws and regulations governing privacy and security of consumer information generally apply to our customers and/or to us as a serviceprovider. These include, but are not limited to, the federal Fair Credit Reporting Act, the GLB Act and regulations implementing its information safeguardingrequirements, the Junk Fax Prevention Act of 2005, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Do-Not-Call-Implementation Act,applicable Federal Communications Commission (the “FCC”) telemarketing rules, and the FTC Privacy Rule, Safeguards Rule, Consumer Report InformationDisposal Rule, Telemarketing Sales Rule, Risk-Based Pricing Rule, and Red Flags Rule. Laws of foreign jurisdictions, such as the European Union’s ("EU")Data Protection Directive, and the country-specific regulations that implement that directive, similarly apply to our collection, processing, storage, use, andtransmission of protected data.In addition, many U.S. and foreign jurisdictions have passed, or are currently contemplating, a variety of consumer protection, privacy, and datasecurity laws and regulations that may relate to our business. For example, on April 14, 2016, the15European Parliament formally adopted the General Data Protection Regulation (the "GDPR"), which will supersede the existing Data Protection Directive of95/46/EC in 2018. The GDPR imposes more stringent operational requirements for entities processing personal information and greater penalties fornoncompliance. We may need to make adjustments to our operations in Europe to comply with new requirements contained in the GDPR or to address clientconcerns related to the GDPR, and any such measure may result in costs and expenses, and any failure to meet the requirements of the GDPR may result insignificant fines, penalties, or other liabilities. In the U.S., some state legislatures and regulatory agencies have imposed, and others may impose, greaterrestrictions on the disclosure of the data we collect, use or transmit than are already contained in federal laws such as the GLB Act and its implementingregulations or the FTC rules described above. Similarly, it is possible that in the future, U.S. and foreign jurisdictions may adopt legislation or regulationsthat impair our ability to effectively track consumers’ use of our advertising services, such as the FTC’s proposed “Do-Not-Track” standard or otherlegislation or regulations similar to EU Directive 2009/136/EC, commonly referred to as the “Cookie Directive,” which directs EU member states to ensurethat accessing information on an internet user’s computer, such as through a cookie, is allowed only if the internet user has given his or her consent.The costs and other burdens of compliance with privacy and data security laws and regulations could negatively impact the use and adoption of oursolutions and reduce overall demand for them. Additionally, concerns regarding data privacy may cause our customers, or their customers and potentialcustomers, to resist providing the data necessary to allow us to deliver our solutions effectively. Even the perception that the privacy of personal informationis not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our solutions and any failure to comply with such laws andregulations could lead to significant fines, penalties or other liabilities. Any such decrease in demand or incurred fines, penalties or other liabilities couldhave a material adverse effect on our business, results of operations, and financial condition.We are directly and indirectly subject to, and impacted by, extensive and complex regulation in the U.S. and abroad, and new regulations and/or changesto existing regulations may negatively impact our business, results of operations, and financial condition.Our business is directly and indirectly subject to, and impacted by, numerous U.S. and foreign laws and regulations covering a wide variety ofsubject matters. Compliance with complex foreign and U.S. laws and regulations that apply to our operations increases our costs and may impede ourcompetitiveness. In addition, failure to comply with such laws or regulations may result in the suspension or termination of our ability to do business inapplicable jurisdictions or the imposition of civil and criminal penalties, including fines or exposure to civil litigation.In addition to the data privacy and security laws and regulations mentioned above, our business is also directly or indirectly governed by domesticand international laws and regulations relating to issues such as telecommunications, antitrust or competition, employment, vehicle registration, advertising,taxation, consumer protection, and accessibility. We must also comply with anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and local lawsprohibiting corrupt payments to governmental officials and private entities, such as the U.K. Anti-Bribery Act. The application of this framework of laws andregulations to our business is complex and, in many instances, is unclear or unsettled, which in turn increases our cost of doing business, may interfere withour ability to offer our solutions competitively in one or more jurisdictions and may expose us and our employees to potential fines, penalties or otherenforcement actions. In some cases, our customers may seek to impose additional requirements on our business in efforts to comply with their interpretationof their own or our legal obligations. These requirements may differ significantly from our existing solutions or processes and may require engineering andother costly resources to accommodate.Our failure to comply, or to provide solutions that allow our customers to comply, with any of the foregoing laws and regulations could have amaterial adverse effect on our business, results of operations, and financial condition.New legislation or changes in existing legislation regarding the internet may negatively impact our business.Our ability to conduct, and our cost of conducting, our business may be negatively impacted by a number of legislative and regulatory proposalsconcerning various aspects of the internet, which are currently under consideration by federal, state, local, and foreign governments, administrative agenciessuch as the FTC, Consumer Financial Protection Bureau and the FCC, and various courts. These proposals include regulation of the following matters, amongothers: on-line content, user privacy, taxation, access charges and so-called “net-neutrality” liability of third-party activities and jurisdiction. Moreover, wedo not know how existing laws relating to these or other issues will be applied to the internet. The adoption of new laws or the application of existing lawscould decrease the growth in the use of the internet, which could in turn decrease the demand for our solutions that are provided via the internet, increase ourcosts of doing business or otherwise have a material adverse effect on our business, results of operations, and financial condition.16Our business operations may be harmed by events beyond our control.Our business operations are vulnerable to damage or interruption from natural disasters, such as fires, floods and hurricanes, or from power outages,telecommunications failures, terrorist attacks, computer network service outages and disruptions, “denial of service” attacks, computer malware, break-ins,sabotage, and other similar events beyond our control. For example, the majority of our North American research and development activities, and the researchand development and operations activities of our advertising business, are located near significant seismic faults in the Portland, Oregon and Seattle,Washington areas, respectively. The occurrence of any such event at any of our facilities or at any third-party facility utilized by us or our third-partyproviders could cause interruptions or delays in our business, loss of data, or could render us unable to provide our solution portfolio. In addition, any failureof a third-party to provide the data, products, services, or facilities required by us, as a result of human error, bankruptcy, natural disaster, or other operationaldisruption, could cause interruptions to our computer systems and operations. The occurrence of any of these events could have a material adverse effect onour business, results of operations, and financial condition.We utilize certain key technologies, data, and services from, and integrate certain of our solutions with, third parties and may be unable to replace thosetechnologies, data, and services if they become obsolete, unavailable, or incompatible with our solutions.We utilize certain key technologies and data from, and/or integrate certain of our solutions with, hardware, software, services, and data of thirdparties, including Chrome Systems, TrueCar, Microsoft, Google, Yahoo, EMC, Cisco Systems, Kyocera, Experian, Equifax, TransUnion and others. Some ofthese vendors are also our competitors in various respects. These third-party vendors could, in the future, seek to charge us cost-prohibitive fees for such useor integration or may design or utilize their solutions in a manner that makes it more difficult for us to continue to utilize their solutions, or integrate theirtechnologies with our solutions, in the same manner or at all. Any significant interruption in the supply or maintenance of such third-party hardware,software, services, or data could negatively impact our ability to offer our solutions unless and until we replace the functionality provided by this third-partyhardware, software, and/or data. In addition, we are dependent upon these third parties’ ability to enhance their current products, develop new products on atimely and cost-effective basis, and respond to emerging industry standards and other technological changes. There can be no assurance that we would beable to replace the functionality or data provided by third-party vendors in the event that such technologies or data becomes obsolete or incompatible withfuture versions of our solutions or are otherwise not adequately maintained or updated. Any delay in or inability to replace any such functionality could havea material adverse effect on our business, results of operations, and financial condition. Furthermore, delays in the release of new and upgraded versions ofthird-party software applications could have a material adverse effect on our business, results of operations, and financial condition.We have customers in over 100 countries, where we are subject to country-specific risks that could negatively impact our business, results of operations,and financial condition.During the twelve months ended June 30, 2017, we generated 19% of our revenues outside of the U.S., and we expect revenues from other countriesto continue to represent a significant part of our total revenues in the future, and such revenues are likely to increase as a result of our efforts to expand ourbusiness in non-U.S. markets. Business and operations in individual countries are subject to changes in local government regulations and policies, includingthose related to tariffs and trade barriers, investments, taxation, currency exchange controls, repatriation of earnings (as described below) and environmental,and employment laws. For example, the referendum vote held in the U.K. on June 23, 2016 resulted in Brexit. Our results are subject to the uncertainties andinstability in economic and market conditions caused by such vote, including uncertainty regarding the U.K.’s access to the EU Single Market and the widertrading, legal, regulatory, and labor environments, especially in the U.K. and EU. Our results are also subject to the difficulties of coordinating our activitiesacross the countries in which we are active. In addition, our operations in each country are vulnerable to changes in local socio-economic conditions andmonetary and fiscal policies, currency exchange rates, intellectual property protection disputes, the settlement of legal disputes through foreign legalsystems, the collection of receivables through foreign legal systems, exposure to possible expropriation or other governmental actions, product preferenceand product requirements, difficulty to effectively establish and expand our business and operations in such markets, unsettled political conditions, possibleterrorist attacks, acts of war, natural disasters, and pandemic disease. These and other factors relating to our international operations may have a materialadverse effect on our business, results of operations, and financial condition.Under the U.S. tax code, we may also be subject to additional taxation to the extent we repatriate earnings from our foreign operations to the U.S. Inthe event we require more capital in the U.S. than is generated by our U.S. operations to fund acquisitions or other activities and elect to repatriate earningsfrom foreign jurisdictions, our effective tax rate may be higher as a result.17Our business, results of operations, and financial condition could be harmed by negative rating actions by credit rating agencies.Nationally recognized credit rating organizations have issued credit ratings relating to the company and our senior notes. In November 2016, ourcredit ratings were downgraded to non-investment grade. If our ratings are downgraded further or if ratings agencies indicate that a downgrade may occur, itcould limit our access to new financing, reduce our flexibility with respect to working capital needs, adversely affect the market price of our senior notes,result in an increase in financing costs, including interest expense under certain of our debt instruments, and result in less favorable covenants and financialterms in our future financing arrangements. Any of these outcomes could also negatively impact our relationships with our customers or otherwise have amaterial adverse effect on our business, results of operations, and financial condition. See Note 13, "Debt" to our consolidated financial statements under Item8 of Part II of this Annual Report on form 10-K for details about the terms of our debt.We may become involved in litigation that may materially adversely affect us.From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business,including patent, copyright, commercial, product liability, employment, class action, whistleblower, antitrust and other litigation and claims, in addition togovernmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, causeus to incur significant expenses or liability and/or require us to change our business practices. Because of the potential risks, expenses and uncertainties oflitigation, we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Becauselitigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business,financial condition, results of operations and prospects.For more information regarding the litigation in which we are currently involved, see the information set forth under “Legal Proceedings” in Item 3of Part I of this Annual Report on Form 10-K.We may be unable to adequately protect, and we may incur significant costs in defending, our intellectual property and other proprietary rights.Our success depends, in large part, on our ability to protect our intellectual property and other proprietary rights. We rely upon a combination oftrademark, trade secret, copyright, patent and unfair competition laws, as well as license agreements and other contractual provisions, to protect ourintellectual property and other proprietary rights. In addition, we attempt to protect our intellectual property and proprietary information by requiring certainof our team members and consultants to enter into confidentiality, non-competition and assignment of inventions agreements. To the extent that ourintellectual property and other proprietary rights are not adequately protected, third parties might gain access to our proprietary information, develop andmarket products and services similar to ours or use trademarks similar to ours. Existing U.S. federal and state intellectual property laws offer only limitedprotection. Moreover, the laws of some foreign countries in which we market our products and services afford little or no effective protection of ourintellectual property. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectualproperty or other proprietary rights of others, the proceedings could be burdensome and expensive, and we may not prevail. The failure to adequately protectour intellectual property and other proprietary rights, or manage costs associated with enforcing those rights, could have a material adverse effect on ourbusiness, results of operations, and financial condition.Claims that we or our technologies infringe upon the intellectual property or other proprietary rights of a third party may require us to incur significantcosts, enter into royalty or licensing agreements, or develop or license substitute technology.We have in the past and may in the future be subject to claims that our technologies in our products and services infringe upon the intellectualproperty or other proprietary rights of a third party. In addition, the vendors providing us with technology that we use in our own technology could becomesubject to similar infringement claims. Although we believe that our products and services do not infringe any intellectual property or other proprietaryrights, we cannot assure you that our products and services do not, or that they will not in the future, infringe intellectual property or other proprietary rightsheld by others. Any claims of infringement could cause us to incur substantial costs defending against the claim, even if the claim is without merit, and coulddistract our management from our business. Moreover, any settlement or adverse judgment resulting from the claim could require us to pay substantialamounts, obtain a license to continue to use the products and services that are the subject of the claim, and/or otherwise restrict or prohibit our use of thetechnology. There can be no assurance that we would be able to obtain a license on commercially reasonable terms, or at all, from the third party assertingany particular claim, that we would be able to successfully develop alternative technology on a timely basis, if at all, or that we would be able to obtain alicense from another provider of suitable alternative technology to permit us to continue offering, and our customers18to continue using, the products and services. In addition, we generally provide in our customer agreements for certain products and services that we willindemnify our customers against third-party infringement claims relating to technology that we provide to those customers, which could obligate us to paydamages if the products and services were ever found to be infringing. Infringement claims asserted against us, our vendors, or our customers could have amaterial adverse effect on our business, results of operations, and financial condition.We have made strategic acquisitions and formed strategic alliances in the past and expect to do so in the future. If we are unable to find suitableacquisitions or alliance partners that strengthen our value proposition to customers or to achieve the expected benefits from such acquisitions or alliances,there could be a material adverse effect on our business, results of operations, and financial condition.We have historically pursued growth through acquisitions, ranging from acquisitions of small start-up companies that provide a discrete applicationto a handful of customers, to acquisitions of substantial companies with more mature solutions and a larger customer base, such as our acquisition of Kerridgein 2005, which facilitated our international expansion, and our acquisition of Cobalt in 2010, which is the foundation of our advertising business. As part ofour ongoing business strategy to expand solutions offerings, acquire new technologies, and strengthen our value proposition to customers, we frequentlyengage in discussions with third parties regarding, and enter into agreements relating to, possible acquisitions, strategic alliances, and joint ventures.However, there may be significant competition for acquisition, alliance, and joint venture targets in our industry, or we may not be able to identify suitablecandidates or negotiate attractive terms for such transactions in the future.Even if we are able to complete acquisitions or enter into alliances and joint ventures that we believe will provide attractive growth opportunities,such transactions are inherently risky. Significant risks from these transactions include risks relating to:•integration and restructuring costs, both one-time and ongoing;•developing and maintaining sufficient controls, policies, and procedures;•diversion of management’s attention from ongoing business operations;•establishing new informational, operational, and financial systems to meet the needs of our business;•losing key employees, customers, and vendors;•failing to achieve anticipated synergies, including with respect to complementary solutions; and•unanticipated or unknown liabilities.If we are not successful in completing acquisitions in the future, we may be required to reevaluate our acquisition strategy. We also may incursubstantial expenses and devote significant management time and resources in seeking to complete acquisitions. In addition, we could use substantialportions of our available cash to pay all or a portion of the purchase prices of future acquisitions. If we do not achieve the anticipated benefits of ouracquisitions as rapidly or to the extent anticipated by our management and financial or industry analysts, others may not perceive the same benefits of theacquisition as we do. If these risks materialize, there could be a material adverse effect on our business, results of operations, and financial condition.Our future acquisitions may involve the issuance of our equity securities as payment, in part or in full, for the business or assets acquired, whichwould dilute our existing stockholders' ownership interests. Future acquisitions may also decrease our earnings and the benefits derived by us from anacquisition might not outweigh or exceed the dilutive effect of the acquisition. We also may incur additional indebtedness, issue equity, have futureimpairment of assets or suffer adverse tax and accounting consequences in connection with any future acquisitions.We could be liable for contract or product liability claims, and disputes over such claims may disrupt our business, divert management’s attention, or havea negative impact on our financial results.We provide limited warranties to purchasers of our products and services. In addition, errors, defects or other performance problems in our productsand services, including with respect to data that we store, process and provide in connection with our products and services, could result in financial or otherdamages to our customers or consumers. There can be no assurance that any limitations of liability set forth in our contracts would be enforceable or wouldotherwise protect us from liability for damages. We maintain general liability insurance coverage, including coverage for errors and omissions in19excess of the applicable deductible amount; however, there can be no assurance that this coverage will continue to be available on acceptable terms, insufficient amounts to cover one or more large claims or at all, or that the insurer will not deny coverage for any future claim. The successful assertion of one ormore large claims against us that exceeds available insurance coverage, or the occurrence of changes in our insurance policies, including premium increasesor the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, results of operations, and financialcondition. Furthermore, any litigation, regardless of its outcome, could result in substantial cost to us and divert management’s attention from our operationsand could have a material adverse effect on our business, results of operations, and financial condition. In addition, some of our products and services arebusiness-critical for our customers, and a failure or inability to meet a customer’s expectations could seriously damage our reputation and negatively impactour ability to retain existing business or attract new business.Because we recognize revenue from our subscription-based products and services over the term of the subscription, downturns or upturns in new businessmay not be immediately reflected in our operating results.We generally recognize revenue from sales of our subscription-based products and services ratably over the term of the subscription contract. As aresult, the majority of our quarterly revenue is attributable to service contracts entered into during previous quarters. A decline in new or renewed serviceagreements in any one quarter will not be fully reflected in our revenue in that quarter but will harm our revenue in future quarters. Consequently, the effectof significant downturns in sales and market acceptance of our subscription services in a particular quarter may not be fully reflected in our operating resultsuntil future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, becauserevenue from new subscription contracts, and from additional orders under existing subscription contracts, must be recognized over the applicablesubscription term. In addition, delays or failures in deployment of our subscription services may prevent us from recognizing subscription revenue forindeterminate periods of time. Further, we may experience unanticipated increases in costs associated with providing our subscription services to customersover the term of our subscription contracts as a result of inaccurate internal cost projections or other factors, which may harm our operating results.Changes in, or interpretations of, accounting principles may negatively impact our financial position and results of operations.We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States ("GAAP"). Achange, or interpretations of, accounting principles can have a significant effect on our reported results and may even affect our reporting of transactionscompleted before the change is effective, including the potential impact of the adoption and implementation of the new accounting guidance on revenuerecognition issued in May 2014 by the Financial Accounting Standards Board that will become effective for us beginning July 1, 2018. We expect to incurinitial and ongoing costs to implement and maintain compliance with this new standard. Any difficulties in the implementation of the new accountingstandard could hinder our ability to meet our financial reporting obligations. New pronouncements and varying interpretations of existing pronouncementshave occurred with frequency and may occur in the future. Changes to existing rules, or changes to the interpretations of existing rules, could lead to changesin our accounting practices, and such changes could negatively impact our reported financial results or the way we conduct our business.We may experience foreign currency gains and losses.We conduct transactions and hold cash in currencies other than the U.S. dollar. Changes in the value of major foreign currencies, particularly theCanadian dollar, Euro, Pound Sterling, and Renminbi relative to the U.S. dollar, can significantly affect our assets, revenues, and operating results. Generally,our revenues are adversely affected when the dollar strengthens relative to other currencies and are positively affected when the dollar weakens. Similarly,cash, other bank deposits, and other assets held in foreign currency are adversely affected when the dollar strengthens relative to other currencies and arepositively affected when the dollar weakens.We may have exposure to unanticipated tax liabilities, which could harm our business, results of operations, financial condition, and prospects.Our global business operations will subject us to income taxes as well as non-income based taxes, in both the U.S. and various foreign jurisdictions.The computation of the provision for income taxes and other tax liabilities is complex, as it is based on the laws of numerous taxing jurisdictions andrequires significant judgment regarding the application of complicated rules governing accounting for tax provisions under GAAP. The provision for incometaxes may require forecasts of effective tax rates for the year, which include assumptions and forward looking financial projections, including theexpectations of profit and loss by jurisdiction. Various items cannot be accurately forecasted and future events may materially differ from our forecasts. Ourprovision for income tax could be materially impacted by a number of factors, including changes in the20geographical mix of our profits and losses, changes in our business, such as internal restructuring and acquisitions, changes in tax laws and accountingguidance and other regulatory, legislative or judicial developments, tax audit determinations, changes in our uncertain tax positions, changes in our intentand ability to indefinitely reinvest foreign earnings, changes in our ability to utilize foreign tax credits, changes to our transfer pricing practices, taxdeductions associated with stock-based compensation, and changes in our need for deferred tax valuation allowances. For these reasons, our actual taxliabilities in a future period may be materially different than our income tax provision.In addition, changes in tax laws or tax rulings may have a significant adverse impact on our effective tax rate. Further, in the ordinary course of aglobal business, there are intercompany transactions where the ultimate tax determination is uncertain.In the event that changes in tax laws negatively impact our effective tax rates, our provision for taxes, or generate unanticipated tax liabilities, ourbusiness, results of operations, and financial condition could suffer a material adverse effect.There can be no assurance that we will have access to the capital markets on terms acceptable to us.From time to time we may need to access the long-term and short-term capital markets to obtain financing. Although we believe that the sources ofcapital currently in place will permit us to finance our operations for the foreseeable future on acceptable terms and conditions, our access to, and theavailability of, financing on acceptable terms and conditions in the future or at all will be impacted by many factors, including, but not limited to:•our financial performance;•our credit ratings;•the liquidity of the overall capital markets; and•the state of the economy.There can be no assurance that we will have access to the capital markets on terms acceptable to us.Our current level of indebtedness and our plan to substantially increase our level of indebtedness could negatively impact our ability to raise additionalcapital to fund our operations and limit our ability to react to changes in the economy or our industry.We have entered into the following debt financing arrangements. In connection with the spin-off in 2014, we borrowed $250.0 million under a termloan facility that will mature on September 16, 2019; we entered into a $300.0 million revolving credit facility, which was undrawn as of June 30, 2017; andwe completed an offering of 3.30% senior notes with a $250.0 million aggregate principal amount due in October 2019 and 4.50% senior notes with a $500.0million aggregate principal amount due in October 2024. In December 2015, we borrowed $250.0 million under a term loan facility that will mature onDecember 14, 2020. In December 2016, we borrowed an additional $400.0 million under a term loan facility that will mature on December 9, 2021. InFebruary 2017, we announced our plan to return approximately $750.0 million to $1.0 billion of capital to shareholders each calendar year through 2019, viaa combination of dividends and share repurchases. We announced that we expect to fund this return of capital, through a combination of free cash flow andincremental borrowings intended to bring leverage, measured as financial debt, net of cash, divided by adjusted EBITDA, to a range of 2.5x to 3.0x over theterm of the plan. In May 2017, in connection with our return of capital plan, we completed an offering of 4.875% senior notes with a $600.0 millionaggregate principal amount due in June 2027. See Note 13, ”Debt“ to our consolidated financial statements under Item 8 of Part II of this Annual Report onForm 10-K for details about the terms of our debt.Our current indebtedness and the expected increase in our indebtedness could have important consequences, including, but not limited to:•increasing our vulnerability to, and reducing our flexibility to plan for and respond to, general adverse economic and industry conditions andchanges in our business and the competitive environment;•an increasingly substantial portion of our cash flow from operations will be dedicated to making payments of principal of, and interest on, ourindebtedness, thereby reducing the availability of funds that would otherwise be available to fund working capital, capital expenditures,acquisitions, dividends, share repurchases or other corporate purposes;21•increasing our vulnerability to further downgrades of our credit rating, which could adversely affect our interest rates on existing indebtedness, costof additional indebtedness, liquidity and access to capital markets;•restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;•the introduction of secured debt to our capital structure;•making it more difficult for us to repay, refinance or satisfy our obligations with respect to our debt;•limiting or eliminating our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions, or otherpurposes; and•any failure to comply with the obligations of any of our debt instruments could result in an event of default under the agreements governing suchindebtedness, which in turn, if not cured or waived, could result in the acceleration of the applicable debt, and may result in the acceleration of anyother debt to which a cross-acceleration or cross-default provision applies.Our ability to service our current and future levels of indebtedness will depend upon, among other things, our future financial and operatingperformance, which will be affected by prevailing economic conditions, including the interest rate environment, and financial, business, regulatory and otherfactors, some of which are beyond our control.There is no assurance that we will generate cash flow from operations or that future debt or equity financings will be available to us to enable us topay our indebtedness or to fund other needs and we may be forced to take actions such as reducing or delaying business activities, acquisitions, investmentsor capital expenditures, selling assets, restructuring or refinancing debt, reducing or discontinuing dividends we may pay in the future, or seeking additionalequity capital. These actions may not be effected on satisfactory terms, or at all. Any inability to generate sufficient cash flow or refinance our indebtednesson favorable terms could have a material adverse effect on our business, results of operations, and financial condition.Risks Relating to Our Common StockThe market price of our shares may fluctuate widely.The market price of our common stock may fluctuate widely, depending upon many factors, some of which may be beyond our control, including:•our business profile and market capitalization may not fit the investment objectives of our stockholders, and our common stock may not be includedin some indices, causing certain holders to sell their shares;•a shift in our investor base;•the actions of significant stockholders;•our quarterly or annual earnings, or those of other companies in our industry;•actual or anticipated fluctuations in our operating results;•announcements of acquisitions or dispositions and strategic moves, such as acquisitions or restructurings, by us or our competitors;•the failure of securities analysts to cover our common stock;•the operating and stock price performance of other comparable companies;•changes in expectations concerning our future financial performance and the future performance of our industry in general, including financialestimates and recommendations by securities analysts;•differences between our actual financial and operating results and those expected by investors and analysts;22•changes in the regulatory framework of our industry and regulatory action;•changes in general economic or market conditions; and•the other factors described in these “Risk Factors” and elsewhere in this Annual Report on Form 10-K.Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. Thesebroad market fluctuations may adversely affect the trading price of our common stock.Our revenue, operating results, and profitability vary from quarter to quarter, which may result in volatility in our stock price.Our revenue, operating results, and profitability have varied in the past and are likely to continue to vary significantly from quarter to quarter, whichmay lead to volatility in our stock price. These variations are due to several factors, including:•our ability to timely and effectively implement our business transformation plan;•the timing, size, and nature of our customer revenues (particularly with respect to our advertising business) and any losses with respect thereto;•product and price competition regarding our products and services;•the timing of introduction and market acceptance of new products, services or product enhancements by us, or our competitors;•changes in our operating expenses;•foreign currency fluctuations;•the timing of acquisitions or divestitures of businesses, products, and services;•the seasonality of car sales;•personnel changes; and•fluctuations in economic and financial market conditions.There is substantial volatility in the domestic and international stock markets that could negatively impact our stock regardless of our actual operatingperformance.The stock market in general and the market for technology companies in particular have experienced extreme price and volume fluctuations. Thesefluctuations have often been unrelated or disproportionate to operating performance. These broad market and industry factors could materially and adverselyaffect the market price of our stock, regardless of our actual operating performance.In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been broughtagainst that company. Due to the potential volatility of our stock price, we may therefore be the target of securities litigation in the future. Securitieslitigation could result in substantial costs and divert management’s attention and resources from our business.Holders of our common stock may be adversely affected through the issuance of more senior securities or through dilution.In addition to our existing debt financing arrangements, we have announced that we expect to incur additional incremental borrowings related toour return of capital plan. We may also need to incur additional debt or issue equity in order to fund working capital, capital expenditures and productdevelopment requirements, maintain debt capacity levels, or to make acquisitions and other investments. If we raise funds through the issuance of debt orequity, any debt securities or preferred stock issued will have liquidation rights, preferences, and privileges senior to those of holders of our common stock. Ifwe raise funds through the issuance of common equity, the issuance will dilute the ownership interests of our stockholders. We cannot assure our investors orpotential investors that debt or equity financing will be available to us on acceptable terms, if at all. If we are not able to obtain sufficient financing, we maybe unable to maintain or grow our business or complete our return of capital plan as expected.23Provisions in our certificate of incorporation and by-laws and of Delaware law may prevent or delay an acquisition of our Company.Our certificate of incorporation and by-laws and Delaware law contain provisions that are intended to deter coercive takeover practices andinadequate takeover bids by making them more burdensome to the bidder and to encourage prospective acquirers to negotiate with our Board of Directorsrather than to attempt a hostile takeover. These provisions include, among others:•the inability of our stockholders to act by written consent; and•the right of our Board of Directors to issue preferred stock without stockholder approval.We have not opted out of the protections afforded by Section 203 of the Delaware General Corporation Law, which provides that a stockholderacquiring more than 15% of our outstanding voting shares (an “Interested Stockholder”) but less than 85% of such shares may not engage in certain businesscombinations with us for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless, prior to such date,our Board of Directors approves either the business combination or the transaction which resulted in the stockholder becoming an Interested Stockholder orthe business combination is approved by our Board of Directors and by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is notowned by the Interested Stockholder.We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiatewith our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal, and are not intended to make ourCompany immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay orprevent an acquisition that our Board of Directors determines is not in the best interests of our Company and our stockholders.We cannot assure you that we will continue to pay dividends or repurchase shares of our common stock at the times or in the amounts we currentlyanticipate.Our Board of Directors has declared, and we have paid, regular quarterly cash dividends on our common stock. The payment of such quarterlydividends and any other future dividends will be at the discretion of our Board of Directors. There can be no assurance that we will continue to paydividends, as to what the amount of any future dividends will be, or that we will have sufficient surplus under Delaware law to be able to pay any futuredividends. This may result from extraordinary cash expenses, actual expenses exceeding contemplated costs, funding of capital expenditures, or increases inreserves. If we do not pay future dividends, the price of our common stock must appreciate for you to receive a gain on your investment in us. Thisappreciation may not occur and our stock may in fact depreciate in value.We have also indicated that we expect to return approximately $750 million to $1 billion of capital to shareholders each calendar year through2019, via a combination of dividends and share repurchases. We expect to fund this return of capital plan through a combination of free cash flow andincremental borrowings intended to bring leverage, measured as financial debt, net of cash, divided by adjusted EBITDA, to a range of 2.5x to 3.0x over theterm of the plan. In January 2017, the Board of Directors authorized us to repurchase up to $2.0 billion of our common stock. This authorization supersededand replaced the prior authorization by the Board of Directors, which was approved in December 2015 and had authorized us to repurchase up to $1.0 billionof our common stock. We repurchased a total of approximately $0.9 billion of shares of our common stock under the prior authorization. There can be noassurance that we will be able to repurchase shares of our common stock at the times or in the amounts we currently anticipate due to market conditions, ourcash position, our ability to access new financing, applicable laws and other factors, or that the results of the share repurchase program will be as beneficial aswe currently anticipate.The interests of significant stockholders may conflict with our interests or those of other stockholders, and their actions could disrupt our business andaffect the market price and volatility of our securities.As of June 30, 2017, one of our stockholders maintains existing filings on Schedule 13D with the SEC indicating that it may take positions or makeproposals with respect to, or with respect to potential changes in, among other things, our operations, management, management and employee incentives,our certificate of incorporation and bylaws, the composition of our Board of Directors, ownership, capital allocation policies, capital or corporate structure,dividend policy, potential acquisitions involving us or certain of our businesses or assets, strategy, and plans. The foregoing positions or proposals may notin all cases be aligned with the interests of our other stockholders. Significant stockholders may have an interest in pursuing acquisitions, divestitures, andother transactions that, in their judgment, could enhance their investment, even though such24transactions involve risks to our other stockholders.Responding to actions by these, or other, significant stockholders can be costly, time-consuming, and disrupting to our operations and can divert theattention of management and our employees. Such activities could interfere with our ability to execute our business strategy, including our businesstransformation plan and the return of capital to our stockholders. In addition, a proxy contest for the election of directors at our annual meeting would requireus to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and our Board of Directors. Theperceived uncertainties as to our future direction also could affect the market price and volatility of our securities.Item 1B. Unresolved Staff CommentsNone.Item 2. PropertiesWe own or lease approximately 1.2 million square feet of real estate, consisting of office and other commercial facilities around the world. We ownand maintain our global headquarters, totaling approximately 155,000 square feet, in Hoffman Estates, Illinois. We also own or lease approximately 21locations in North America and 39 locations internationally. Our business transformation plan included a goal to close by the end of fiscal 2018, 18 of the 41North American facilities that we occupied as of June 30, 2015. We have exceeded our goal and closed 20 North American facilities as of the end of fiscal2017.We regularly add or reduce facilities as necessary to accommodate changes in our business operations. We believe that our facilities are adequate tomeet our immediate needs, and that, if and when needed, we will be able to secure adequate additional space to accommodate future expansion.Item 3. Legal ProceedingsFrom time to time, we are involved in legal, regulatory, and arbitration proceedings concerning matters arising in connection with the conduct of ourbusiness activities. Such proceedings can be expensive and disruptive to normal business operations. Moreover, the results of complex proceedings aredifficult to predict and our view of these matters may change in the future as the legal, regulatory, and arbitration proceedings and events related theretounfold.Competition MattersWe are involved in two lawsuits that set forth allegations of anti-competitive agreements between ourselves and Reynolds and Reynolds relating tothe manner in which we control access to, and allow integration with, our DMSs. We have also received from the FTC a Civil Investigative Demandconsisting of a request to produce documents relating to any agreement between ourselves and Reynolds and Reynolds.On February 3, 2017, Motor Vehicle Software Corporation (“MVSC”) filed an antitrust suit against CDK, Reynolds and Reynolds Company, andCVR, in the U.S. District Court for the Central District of California, seeking treble damages and injunctive relief. On May 1, 2017, MVSC filed an amendedcomplaint in connection with the case. On June 15, 2017, the defendants filed motions to dismiss the complaint. Plaintiff’s opposition to those motions wassubmitted to the court on July 31, 2017, and defendants’ replies are due on August 21, 2017. A hearing on the motions to dismiss is set for September 11,2017.On May 1, 2017, Authenticom, Inc. ("Authenticom") filed an antitrust suit against our operating subsidiary, CDK Global, LLC, and Reynolds andReynolds, in the U.S. District Court for the Western District of Wisconsin, seeking treble damages and injunctive relief. Authenticom moved for a preliminaryinjunction on May 18, 2017, which the court granted on July 14, 2017, subject to Authenticom’s posting of a $1 million bond. The form of that injunctionwas handed down by the court on July 28, 2017, and defendants filed notices of appeal on the same day. On August 8, 2017, the U.S. Court of Appeals25for the Seventh Circuit granted defendants' motion to stay the injunction pending appeal. Defendants' appellate brief is due on August 22, 2017,Authenticom's response is due September 5, 2017, and defendants' reply is due by September 12, 2017. On July 21, 2017, the defendants filed motions todismiss the complaint in the district court. Plaintiff's opposition is due September 8, 2017, and defendants' reply is due October 6, 2017.We believe that both cases are without merit and we intend to continue to contest the claims in these cases vigorously. Accordingly, legal and expertfees may be significant, and an adverse result in these suits could have a material adverse effect on our business, results of operations, financial condition, orliquidity.On June 22, 2017, we received from the FTC a Civil Investigative Demand consisting of interrogatories and a request to produce documents relatingto any agreements between ourselves and Reynolds and Reynolds. We are responding to the request. The request merely seeks information, and noproceedings have been instituted. We believe there has not been any conduct by the company or its current or former employees that would be actionableunder the antitrust laws in connection with the agreements between ourselves and Reynolds and Reynolds. At this time, we do not have sufficientinformation to predict the outcome of, or the cost of responding to or resolving this investigation.Other ProceedingsWe are otherwise involved from time to time in other proceedings not described above. Based on information available at this time, we believe thatthe resolution of these other matters currently pending will not individually or in the aggregate have a material adverse effect on our business, results ofoperations, financial condition, or liquidity. Our view of these matters may change as the proceedings and events related thereto unfold.Item 4. Mine Safety DisclosuresNot applicable.26Part IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket for Registrant's Common EquityOur common stock began trading "regular way" on the NASDAQ Global Select Market under the symbol "CDK" on October 1, 2014. As of June 30,2017, there were 16,278 holders of record of our common stock. As of such date, approximately 140,900 additional holders held their common stock in"street name." The following table sets forth the reported high and low sales prices of the Company's common stock reported on the NASDAQ Global SelectMarket and the cash dividend per share of common stock declared during the fiscal quarters indicated. Price Per Share Dividends High Low Per ShareYear ended June 30, 2017 First Quarter$60.09 $54.34 $0.135Second Quarter$61.25 $53.46 $0.140Third Quarter$67.49 $58.52 $0.140Fourth Quarter$65.89 $59.33 $0.140 Year ended June 30, 2016 First Quarter$55.25 $40.52 $0.120Second Quarter$51.36 $45.02 $0.135Third Quarter$47.68 $39.67 $0.135Fourth Quarter$58.16 $45.12 $0.135DividendsWe expect to continue to pay dividends on our common stock. However, the declaration and payment of future dividends to holders of our commonstock will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, capital requirementsof our businesses, legal requirements, regulatory constraints, industry practice and other factors that our Board of Directors deems relevant. There can be noassurance that we will continue to pay dividends or guarantee of the amounts of such dividends.27Stock Performance GraphThe following graph compares the cumulative total stockholder return on our common stock from October 1, 2014 to June 30, 2017 with thecomparable cumulative return of the: (i) Standard & Poor's (S&P) 500 Index, (ii) S&P MidCap 400 Index, (iii) S&P 400 Information Technology Index and(iv) NASDAQ Composite Index. For the fiscal year ended June 30, 2017, we replaced the NASDAQ Composite Index with the S&P 400 InformationTechnology Index because the companies which comprise the S&P 400 Information Technology Index better reflect our industry. For the fiscal year endedJune 30, 2017, we have presented both the old and new indices for comparison purposes.The graph assumes $100 was invested on October 1, 2014 in our common stock and in each of the indices and assumes that all cash dividends arereinvested. The comparisons in the graph are required by the Securities Exchange Commission (“SEC”) and are not intended to forecast or be indicative offuture performance of our common stock. The graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shallsuch information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “ExchangeAct”), each as amended, except to the extent that we specifically incorporate it by reference into such filing.28Issuer Purchases of Equity Securities The following table presents a summary of common stock repurchases made during the three months ended June 30, 2017.Period Total Number ofShares Purchased(1) Average PricePaid per Share Total Number ofShares as Part ofPubliclyAnnouncedPrograms (2) Maximum Number (orApproximate Dollar Value)that May Yet Be PurchasedUnder the Program (2)April 1 - 30, 2017 1,135 $64.98 — $2,000,000,000May 1 - 31, 2017 (3) 5,276,157 $61.78 5,274,115 $1,720,000,000June 1 - 30, 2017 761 $61.36 — $1,720,000,000Total 5,278,053 $61.78 5,274,115 (1) Pursuant to the Company's 2014 Omnibus Award Plan, shares of our common stock may be withheld upon exercise of stock options or vesting ofrestricted stock to satisfy tax withholdings. Shares withheld for such purposes have been included within the total number of shares purchased.(2) In January 2017, the Board of Directors authorized us to repurchase up to $2.0 billion of our common stock under a return of capital program. Thisauthorization replaced the prior $1.0 billion repurchase authorization. This authorization will expire when it is exhausted or at such time as it is revoked bythe Board of Directors.(3) On May 8, 2017, we received approximately 0.7 million shares upon final settlement of the accelerated share repurchase agreement we entered into inDecember 2016 ("December 2016 ASR") as part of our prior $1.0 billion authorization. Accordingly, the value of such shares was not deducted from theexisting $2.0 billion authorization. We entered into an accelerated share agreement on May 12, 2017 ("May 2017 ASR") to purchase $350.0 million of ourcommon stock. On May 16, 2017, we received an initial delivery of approximately 4.5 million shares of our common stock.Item 6. Selected Financial DataOur spin-off from Automatic Data Processing, Inc. ("ADP") was completed on September 30, 2014. Selected financial data is presented on acombined basis for periods preceding the spin-off and on a consolidated basis for subsequent periods. The following table sets forth selected consolidatedand combined financial data from our audited consolidated and combined financial statements as of June 30, 2017 and 2016 and for the years ended June 30,2017, 2016, and 2015. The selected combined financial data as of June 30, 2015, 2014, and 2013 and for the years ended June 30, 2014 and 2013 have beenderived from combined financial statements which are not included in this Form 10-K.Our combined financial statements for periods preceding the spin-off present the combined financial condition and results of operations of theCompany, which was under common control and common management by ADP until September 30, 2014. Our combined financial data may not beindicative of our future performance and does not necessarily reflect what our financial condition and results of operations would have been had we operatedas a separate, stand-alone entity during the periods presented, including many changes that have occurred in operations and capitalization of our Company asa result of our spin-off from ADP. The selected financial data presented below should be read in conjunction with our consolidated and combined financialstatements and the accompanying notes included elsewhere in this Annual Report on Form 10-K and Item 7 of Part II "Management's Discussion and Analysisof Financial Condition and Results of Operations."29 Years Ended June 30,(In millions, except per share amounts) 2017 2016 2015 2014 2013Income Statement Data Revenues $2,220.2 $2,114.6 $2,063.5 $1,976.5 $1,839.4Earnings before income taxes 435.3 369.1 299.9353.3 320.7Provision for income taxes 132.8 122.3 113.6 117.4 115.0Net earnings 302.5 246.8 186.3 235.9 205.7Net earnings attributable to noncontrolling interest 6.9 7.5 7.9 8.0 6.3Net earnings attributable to CDK/Dealer Services 295.6 239.3 178.4 227.9 199.4Basic net earnings attributable to CDK/Dealer Services per share $2.01 $1.52 $1.11 $1.42 $1.24Diluted net earnings attributable to CDK/Dealer Services per share $1.99 $1.51 $1.10 $1.42 $1.24Weighted-average basic shares outstanding (1) 146.7 157.0 160.6 160.6 160.6Weighted-average diluted shares outstanding (1) 148.2 158.0 161.6 160.6 160.6Cash dividends declared per share $0.555 $0.525 $0.360 $— $— Balance Sheet Data Cash and cash equivalents $726.1 $219.1 $408.2 $402.8 $276.3Total current assets 1,278.8 738.7 885.2 918.2 783.6Property, plant and equipment, net 135.0 118.6 100.0 82.6 68.4Total assets 2,883.1 2,365 2,518.5 2,598.6 2,436.8Total current liabilities 552.6 523.4 498.4 497.5 532.5Long-term debt 2,125.2 1,190.3 971.1 — —Total liabilities 2,939.9 1,988.8 1,734.4 789.3 882.1Total (deficit) equity (56.8) 376.2 784.1 1,809.3 1,554.7(1) On September 30, 2014, ADP stockholders of record as of the close of business on September 24, 2014 received one share of our common stock for everythree shares of ADP common stock held as of the record date. For all periods prior to the spin-off, basic and diluted earnings per share were computed usingthe number of shares of our stock outstanding on September 30, 2014, the date on which our common stock was distributed to the stockholders of ADP.The weighted-average common shares outstanding for the fiscal year ended June 30, 2016 ("fiscal 2016") reflect a reduction of 1.0 million shares that wereinadvertently issued and distributed at the spin-off to ADP with respect to certain unvested ADP equity awards. For additional information on this matter,refer to Note 1, "Basis of Presentation" to our audited consolidated and combined financial statements under Item 8 of Part II of this Annual Report on Form10-K.30Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion should be read in conjunction with our consolidated and combined financial statements and accompanying notes theretoincluded elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates, andbeliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to thesedifferences include, but are not limited to, those discussed below and elsewhere herein. See "Forward-Looking Statements" and “Risk Factors” included inPart I and Part I, Item 1A, respectively, in this Annual Report on Form 10-K.(Tabular amounts in millions, except per share amounts)Executive OverviewWe are a leading global provider of integrated information technology and digital marketing solutions to the automotive retail and adjacentindustries. Focused on enabling end-to-end automotive commerce, we provide solutions to dealers in more than 100 countries around the world, servingapproximately 28,000 retail locations and most original equipment manufacturers ("OEMs"). We have over 40 years of history providing innovativesolutions to automotive retailers and OEMs to better manage, analyze, and grow their businesses. Our solutions automate and integrate all parts of the buyingprocess from targeted digital advertising and marketing campaigns to the sale, financing, insuring, parts supply, repair, and maintenance of vehicles. Webelieve the breadth of our integrated solutions allows us to more comprehensively address the varied needs of automotive retailers than any other singlecompetitor in our industry.Effective July 1, 2016, we completed a comprehensive plan to streamline our organization that will enable us to deliver an improved customerexperience, create significant efficiencies, and better align us to implement our business transformation plan described below. The organizational changesincluded integrating product management, combining the Digital Marketing and Automotive Retail North America operations into a single organization,creating a single North America sales organization, and forming a global research and development organization. In connection with this reorganization,information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed resulting in areassessment of operating segments.The Company reorganized into two main operating groups. In connection with this reorganization, our operating segments have changed. TheCompany's first operating group is CDK North America which is comprised of two reportable segments, Retail Solutions North America and AdvertisingNorth America. The second operating group, which is also a reportable segment, is CDK International. Segment information for the fiscal years endedJune 30, 2016 and 2015 ("fiscal 2015"), has been updated to conform to the new presentation. A brief description of each of these three segments' operationsis provided below.Retail Solutions North AmericaThrough our Retail Solutions North America ("RSNA") segment, we provide technology-based solutions, including automotive website platforms, thathelp automotive retailers, OEMs, and other industry participants manage the acquisition, sale, financing, insuring, parts supply, and repair and maintenanceof vehicles. Our solutions help our customers streamline their operations, better target and serve their customers, and enhance the financial performance oftheir retail operations. In addition to providing solutions to retailers and manufacturers of automobiles, we also provide solutions to retailers andmanufacturers of heavy trucks, construction equipment, agricultural equipment, motorcycles, boats, and other marine and recreational vehicles.Advertising North AmericaThrough our Advertising North America ("ANA") segment, we provide advertising solutions, including management of digital advertising spend, forOEMs and automotive retailers. These solutions provide a coordinated offering across multiple marketing channels to help achieve customer marketing andsales objectives and coordinate execution between OEMs and their retailer networks.31CDK InternationalThrough our CDK International ("CDKI") segment, we provide technology-based solutions similar to the retail solutions provided in our RSNA segmentin approximately 100 countries outside of the United States ("U.S.") and Canada. The solutions that we provide within this segment allow our customers tostreamline their business operations and enhance their financial performance within their local marketplace, and in some cases where we deal directly withOEMs, across international borders. Customers of this segment include automotive retail dealers and OEMs across Europe, the Middle East, Asia, Africa, andLatin America.Business Transformation PlanDuring fiscal 2015, we initiated a three-year business transformation plan designed to increase operating efficiency and improve the cost structurewithin our global operations. The business transformation plan is expected to produce significant benefits in our long-term business performance. We havedescribed below the key workstreams on which we monitor and evaluate performance under the business transformation plan.Workstream Description EBITDA Savings GoalMoveUp! Migrate customers to latest software versions; engineer to reduce customizations $15 - 20 millionStreamline implementation Streamline installation and training process through improved technology, process, tools, and workflow $25 - 30 millionEnhance customer service Decrease resolution times through optimized case management and technology-enabled, intelligent, user-driven support $10 - 15 millionOptimize sales and product offering Adjust sales structure; reduce product complexity; expand bundling; optimize discount management;standardize pricing $65 - 75 millionSimplify quote to cash Reduce business complexity through integrated go-to-market model that leverages an automated contractingprocess, SKU rationalization, and streamlined invoicing $25 - 30 millionWorkforce efficiency and footprint Increase efficiency through fewer layers and larger spans of control, geographic wage arbitrage, and reducedfacility footprint $65 - 70 millionStrategic sourcing Disciplined vendor management and vendor consolidation $30 - 35 millionCDK International Comprehensive optimization across back office, R&D, implementation, and support $10 - 15 millionOther $20 millionTarget Approximately $300millionWhen we announced our business transformation plan at the end of fiscal 2015, we communicated our intent to strengthen our financial profile andgenerate additional consolidated adjusted EBITDA of $250 to $275 million over the three years ending with our fiscal year ending June 30, 2018 ("fiscal2018"). We also intend to achieve consolidated net earnings attributable to CDK margin of 13%-17%, or consolidated adjusted EBITDA margin between 35-36% for fiscal 2018. During fiscal 2017, we executed against this goal by expanding margin on consolidated net earnings attributable to CDK by 200 basispoints to 13.3% and expanding consolidated adjusted EBITDA margin by 550 basis points to 32.1%.As we execute the business transformation plan, we continually monitor, evaluate and refine its structure, including its design, goals, term andestimate of total restructuring expenses. As part of this process, during the second quarter of fiscal 2017, we extended the business transformation plan by oneyear through the fiscal year ending June 30, 2019 ("fiscal 2019"), and updated our target of additional consolidated adjusted EBITDA generated toapproximately $300 million through fiscal 2019. We also announced our intent to generate a targeted adjusted EBITDA exit margin of 40% or above forfiscal 2019.The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States(“GAAP”). See "Results of Operations - Non-GAAP Measures" for a discussion regarding our use of non-GAAP measures and a reconciliation of our non-GAAP measures to the nearest GAAP measures.The fiscal 2019 business transformation plan targets represent financial objectives distinct from forecasts of performance. Therefore, we have notprovided a reconciliation of our fiscal 2019 adjusted EBITDA margin exit targets to the most directly32comparable GAAP measure of net earnings attributable to CDK, because projecting potential adjustments to GAAP results for the fiscal 2019 target is notpractical and could be misleading to users of this financial information. The EBITDA reconciliation disclosed under "Results of Operations - Non-GAAPMeasures" is indicative of the reconciliations that will be prepared for the same fiscal 2019 adjusted measures in the future.We estimate the cost to execute the plan through fiscal 2019 to be approximately $225 million to $250 million comprised of approximately $70million of restructuring expense and approximately $155 million to $180 million of other expenses to implement the business transformation plan. We willcontinue to evaluate our estimate of expenses and the allocation of those expenses as we execute the business transformation plan.Restructuring expenses associated with the business transformation plan included employee-related costs, which represent severance and othertermination-related benefits, and contract termination costs, which include costs to terminate facility leases. We recognized $18.4 million, $20.2 million, and$2.4 million of restructuring expenses for fiscal year ending June 30, 2017 ("fiscal 2017"), 2016 and 2015, respectively. Since the inception of the businesstransformation plan, we have recognized cumulative restructuring expenses of $41.0 million. Restructuring expenses are presented separately on theconsolidated and combined statements of operations. Restructuring expenses are recorded in the Other segment, as these initiatives are predominantlycentrally 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 June30, 2017 and 2016. The following table summarizes the activity for the restructuring accrual for fiscal 2017 and 2016: Employee-RelatedCosts Contract TerminationCosts TotalBalance as of June 30, 2015$2.4 $— $2.4Charges17.7 2.9 20.6Cash payments(10.6) (2.0) (12.6)Adjustments(0.4) — (0.4)Foreign exchange(0.1) — (0.1)Balance as of June 30, 2016$9.0 $0.9 $9.9Charges14.5 4.8 19.3Cash payments(16.5) (3.0) (19.5)Adjustments(0.6) (0.3) (0.9)Balance as of June 30, 2017$6.4 $2.4 $8.8Our business transformation plan included a goal to close by the end of fiscal 2018, 18 of the 41 North American facilities that we occupied as ofJune 30, 2015. We have exceeded our goal and closed 20 North American facilities as of the end of fiscal 2017.In addition to the restructuring expenses discussed above, we expect to incur additional costs to implement the business transformation plan,including consulting, training, and transition costs. We may also incur accelerated depreciation and/or amortization expenses if the expected useful lives ofour assets are adjusted. While these costs are directly attributable to our business transformation plan, they are not included in restructuring expenses on ourconsolidated and combined statements of operations. We recognized $80.6 million, $39.7 million, and $1.9 million of other business transformationexpenses for fiscal 2017, 2016 and 2015, respectively. Since the inception of the business transformation plan in the fourth quarter of fiscal 2015, we haverecognized cumulative other business transformation expenses of $122.2 million.In December 2015, we announced our intent to return $1.0 billion to our stockholders in the form of dividends and share repurchases. In December2016, we completed the $1.0 billion return of capital plan. In February 2017, we announced our intent to return $750 million to $1.0 billion of capital toshareholders per calendar year through 2019 through a combination of dividends and share repurchases. We believe that the execution of our businesstransformation plan will result in increased earnings, which will drive free cash flow (the amount of cash generated from operating activities less capitalexpenditures and capitalized software). We intend to continue to return free cash flow to our stockholders as our business transformation plan progresses. Ournew return of capital plan is expected to be funded through a combination of free cash flow and incremental borrowings intended to bring leverage, measuredas financial debt, net of cash, divided by adjusted EBITDA, to a range of 2.5x to 3.0x over the period.33Sources of Revenues and ExpensesRevenues. We generally receive fee-based revenue by providing services to customers.In our RSNA segment, we have the following sources of revenue:Subscription: for software and technology solutions provided to automotive retailers and OEMs, which includes:•Dealer Management Systems (“DMSs”) and layered applications, which may be installed onsite at the customer’s location, or hosted and providedon a Software-as-a-Service ("SaaS") basis, including ongoing maintenance and support;•Interrelated services such as installation, initial training, and data updates;•Websites, search marketing, and reputation management services; and•Hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists.Transaction: fees per transaction to process credit reports, vehicle registrations, and automotive equity mining.Other: consulting and professional services, sales of hardware, and other miscellaneous revenues.In our ANA segment, revenues are primarily earned for placing internet advertisements for OEMs and automotive retailers.CDKI revenues are generated primarily from Subscription revenue as described above, aside from the absence of website offerings.Expenses. Expenses generally relate to the cost of providing services to customers in the three reportable segments. In the RSNA and CDKIsegments, 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 distributioncosts, third-party content for website offerings, the cost of hosting customer websites, computer hardware, software, and other general overhead items. In theANA segment, significant expenses include third-party internet-based advertising placements, employee payroll and other labor-related costs, computerhardware, software, and other general overhead items. We also have some company-wide expenses attributable to management compensation and corporateoverhead.Potential Material Trends and Uncertainties in our MarketplaceA number of material trends and/or uncertainties in our marketplace could have either a positive or negative impact on our ability to conductbusiness, our results of operations, and/or our financial condition. The following is a summary of trends or uncertainties that have the potential to affect ourliquidity, capital resources, or results of operations:•Our revenues, operating earnings, and profitability have varied in the past as a result of these trends and uncertainties and are likely to continue tovary from quarter to quarter, which may lead to volatility in our stock price. These trends or uncertainties could occur in a variety of different areasof our business and the marketplace.•Changing market trends, including changes in the automotive marketplace, both in North America and internationally, could have a material impacton our business. From time to time, the economic trends of a region could have an impact on the volume of automobiles sold at retail within one ormore of the geographic markets in which we operate. To some extent, our business is impacted by these trends, either directly through a shift in thenumber of transactions processed by customers of our transactional business, or indirectly through changes in our customers’ spending habits basedon their own changes in profitability.•Our presence in multiple markets internationally could pose challenges that would impact our business or results of operations. We currently operatein over 100 countries and derive a significant amount of our overall revenues from markets outside of North America. The geographic breadth of ourpresence exposes us to potential economic, social, regulatory, and political shifts.•Our ability to bring new solutions to market, research and develop, or acquire the data and technology that enables those solutions is important toour continued success. In addition, our strategy includes the selective pursuit of acquisitions that support or complement our existing technologyand solution set. An inability to invest in the34continued development of new solutions for the automotive marketplace, or an inability to acquire new technology or solutions due to a lack ofliquidity or resources, could impair our strategic position.•Along with our development and acquisition expenditures, our success depends on our ability to maintain the security of our data and intellectualproperty, as well as our customers’ data. Although we maintain a clear focus on data and system security, and we incur significant costs securing ourinfrastructure annually in support of that focus, we may experience interruptions of service or potential security issues that may be beyond ourcontrol.Factors Affecting Comparability of Financial ResultsOur Spin-Off from ADPOn April 9, 2014, the board of directors of ADP approved the spin-off of the Dealer Services business of ADP Dealer Services. On September 30,2014, the spin-off became effective and ADP distributed 100% of the common stock of the Company to the holders of record of ADP's common stock as ofSeptember 24, 2014 (the "spin-off").Historical ADP Cost Allocations Versus CDK as a Stand-alone CompanyOur historical combined financial statements were prepared in accordance GAAP. Fiscal 2015 financial statements include the combined results ofoperations of the Dealer Services business of ADP, which was the subject of the spin-off. The combined financial statements include allocated costs forfacilities, functions, and services used by the Company at shared ADP sites and costs for certain functions and services performed by centralized ADPorganizations and directly charged to the Company based on usage.As a division of ADP, we were historically managed by the senior management of ADP. The historical allocation of ADP’s expenses to the Companywas, in certain circumstances, less than the actual costs we incur as an independent public company. In addition to public company expenses, other generaloverhead transactions were handled for us by ADP, such as data center services, which, after the spin-off were still provided by ADP, but were transitioned tous in the third quarter of fiscal 2016.Debt FinancingAt the time of the spin-off, we borrowed $250.0 million under a term loan facility that matures on September 16, 2019 (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. On October 14, 2014, we completed anoffering 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 $500.0million aggregate principal amount due in 2024 (the "2024 notes"). The issuance price of the 2019 and 2024 notes was equal to the stated value. We used thenet proceeds from the 2019 and 2024 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 a term loan facility that matures on December 14, 2020 (our "2020 termloan facility"). On December 9, 2016, we borrowed an additional $400.0 million under a term loan facility that will mature on December 9, 2021(our "2021term loan facility", together with our 2019 and 2020 term loan facilities, our "term loan facilities"). Borrowings under the 2020 and 2021 term loan facilitieswere 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 toan accelerated share repurchase.On May 15, 2017, the Company completed an offering of 4.875% senior notes with a $600.0 million aggregate principal amount due in 2027 (the"2027 notes"). The issuance price of the 2027 notes was equal to the stated value. Interest is payable semi-annually on June 1 and December 1 of each year,and payment will commence on December 1, 2017. The net proceeds from the sale of the 2027 notes will be used by the Company for general corporatepurposes, which may include share repurchases, dividends, acquisitions, repayments of debt, and working capital and capital expenditures.35Acquisitions and DivestitureOn February 1, 2016, the Company acquired certain assets of RedBumper, LLC and NewCarIQ, LLC, providers of technology solutions for new andused car pricing. The Company had a pre-existing relationship with these entities under which CDK was a reseller of their products. The results of operationsof the acquired businesses are included in our consolidated statements of operations since the acquisition date.On April 2, 2015, Computerized Vehicle Registration, Inc. (“CVR”), our majority owned subsidiary, acquired AVRS, Inc. ("AVRS"), a provider ofelectronic vehicle registration software in California. CVR acquired all of the outstanding stock of AVRS under an agreement of merger. The results ofoperations of the acquired business are included in our consolidated statements of operations since the acquisition date.On May 21, 2015, we sold our internet sales leads business, which was comprised of Dealix Corporation and Autotegrity, Inc., and operated in theRSNA segment, to a third party. We recognized a loss on the sale of this business of $0.8 million in selling, general and administrative expenses on theconsolidated and combined statement of operations for fiscal 2015. The results of operations of the internet sales leads business were not included in ourconsolidated statements of operations subsequent to the disposal date.Key Performance MeasuresWe regularly review the following key performance measures in evaluating our business results, identifying trends affecting our business, andmaking operating and strategic decisions:Dealer Management System Customer Sites. We track the number of customer sites that have an active DMS. Consistent with our strategy of growingour automotive retail customer base, we view the number of customer sites purchasing our DMS solutions as an indicator of market penetration for our RSNAand CDKI segments. Our DMS customer site count includes retailers with an active DMS that sell vehicles in the automotive and adjacent markets. Adjacentmarkets include heavy truck dealerships that provide vehicles to the over-the-road trucking industry, recreation dealerships in the motorcycle, marine, andrecreational vehicle industries, and heavy equipment dealerships in the agriculture and construction equipment industries. We consider a DMS to be active ifwe have billed a subscription fee for that solution during the most recently ended calendar month.Average Revenue Per DMS Customer Site. Average revenue per automotive retail DMS customer site is an indicator of the adoption of our solutionsby DMS customers, and we monitor changes in this metric to measure the effectiveness of our strategy to deepen our relationships with our current customerbase through upgrading and expanding solutions. We calculate average revenue per DMS customer site by dividing the monthly applicable revenuegenerated from our solutions in a period by the average number of DMS customer sites in the period. This metric has been updated to reflect the newsegments and now includes revenue generated from websites. The metric excludes subscription revenue generated by customers not included in our DMS sitecount as well as subscription revenue related to certain installation and training activities that is deferred then recognized as revenue over the life of thecontract. Revenue underlying this metric is based on budgeted foreign exchange rates. When we discuss growth in average revenue per DMS customer site,revenue for the comparable prior period has been adjusted to reflect budgeted foreign exchange rates for the current period.Websites. For the RSNA segment, we track the number of websites that we host and develop for our OEM and automotive retail customers as anindicator of business activity, regardless of whether or not the website is tied to a DMS customer site. The number of websites as of a specified date is the totalnumber of full function dealer websites or portals that are currently accessible as of the end of the most recent calendar month.Advertising. For the ANA segment, we track the amount of advertising revenue generated from automotive retailers on either a national or regionalscale as a measure of our effectiveness in delivering advertising services to the market.36Results of OperationsNon-GAAP MeasuresThroughout the following results of operations discussions, we disclose certain financial measures for our consolidated and operating segmentresults on both a GAAP and a non-GAAP (adjusted) basis. The non-GAAP financial measures disclosed should be viewed in addition to, and not as analternative to, results prepared in accordance with GAAP. Our use of each of the following non-GAAP financial measures may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures, or reconcile them to thecomparable GAAP financial measures, in the same way.Non-GAAP Financial MeasureComparable GAAP Financial MeasureAdjusted revenuesRevenuesAdjusted earnings before income taxesEarnings before income taxesAdjusted provision for income taxesProvision for income taxesAdjusted net earnings attributable to CDKNet earnings attributable to CDKAdjusted diluted earnings attributable to CDK per shareDiluted earnings attributable to CDK per shareAdjusted EBITDANet earnings attributable to CDKAdjusted EBITDA marginNet earnings attributable to CDK marginConstant currency adjusted revenuesRevenuesConstant currency adjusted earnings before income taxesEarnings before income taxesWe use adjusted revenues, adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to CDK,adjusted diluted earnings attributable to CDK per share, adjusted EBITDA and adjusted EBITDA margin internally to evaluate our performance on aconsistent basis, because the measures adjust for the impact of certain items that we believe do not directly reflect our underlying operations. By adjusting forthese items we believe we have more precise inputs for use as factors in (i) our budgeting process, (ii) making financial and operational decisions, (iii)evaluating ongoing segment and overall operating performance on a consistent period-to-period basis, (iv) target leverage calculations, (v) debt covenantcalculations, and (vi) determining incentive-based compensation.We believe our non-GAAP financial measures are useful for users of the financial statements because they (i) provide investors with meaningfulsupplemental information regarding financial performance by excluding certain items, (ii) permit investors to view performance using the same tools thatmanagement uses, and (iii) otherwise provide supplemental information that may be useful to investors in evaluating our ongoing operating results on aconsistent basis. We believe that the presentation of these non-GAAP financial measures, when considered together with the corresponding GAAP financialmeasures and the reconciliations to those measures disclosed below, provides investors with a fuller understanding of the factors and trends affecting ourbusiness than could be obtained absent these disclosures.We review revenues and adjusted earnings before income taxes on a constant currency basis to understand underlying business trends. To presentthese results on a constant currency basis, current period results for entities reporting in currencies other than the U.S. dollar were translated into U.S. dollarsusing the average monthly exchange rates for the comparable prior period. As a result, constant currency results neutralize the effects of foreign currency.Segment ReportingEffective July 1, 2016, our new operating segments are comprised of Retail Solutions North America, Advertising North America, and CDKInternational. We have revised prior period segment data to conform to the new segment reporting structure. In addition, we have an Other segment, theprimary components of which are corporate allocations and other expenses not recorded in the segment results.We also review segment results on a constant currency basis to understand underlying business trends. To present these results on a constantcurrency basis, current period results for entities reporting in currencies other than the U.S. dollar were translated into U.S. dollars using the average monthlyexchange rate for the comparable prior period. As a result, constant currency results neutralize the effects of foreign currency.37Fiscal 2017 Compared to Fiscal 2016The following is a discussion of the results of our consolidated and combined results of operations for fiscal 2017 and 2016, respectively. For adiscussion of our operations by segment, see "Analysis of Reportable Segments" below.The table below presents consolidated and combined statements of operations for the periods indicated and the dollar change and percentagechange between periods. Years Ended June 30, Change 2017 2016 $ %Revenues$2,220.2 $2,114.6 $105.6 5 %Costs of revenues1,234.9 1,243.4 (8.5) (1)%Selling, general and administrative expenses477.7 448.5 29.2 7 %Restructuring expenses18.4 20.2 (1.8) (9)%Total expenses1,731.0 1,712.1 18.9 1 %Operating earnings489.2 402.5 86.7 22 %Interest expense(57.2) (40.2) (17.0) (42)%Other income, net3.3 6.8 (3.5) (51)%Earnings before income taxes435.3 369.1 66.2 18 %Margin %19.6% 17.5% Provision for income taxes(132.8) (122.3) (10.5) (9)%Effective tax rate30.5% 33.1% Net earnings302.5 246.8 55.7 23 %Less: net earnings attributable to noncontrolling interest6.9 7.5 (0.6) (8)%Net earnings attributable to CDK$295.6 $239.3 $56.3 24 %Revenues. Revenues for fiscal 2017 increased $105.6 million as compared to fiscal 2016. The RSNA segment contributed $79.4 million and theANA segment contributed $27.9 million, partially offset by a decrease in revenues in the CDKI segment of $1.7 million. See the discussion below for driversof each segment's revenue growth. The impact of foreign exchange rates on revenues was a decrease of $17.4 million. The foreign exchange rate impact wasprimarily due to the strength of the U.S. dollar against the Pound Sterling, the Euro, and the Renminbi.Cost of Revenues. Cost of revenues for fiscal 2017 decreased $8.5 million as compared to fiscal 2016. The impact of foreign exchange rates on costof revenues was a decrease of $11.1 million. Cost of revenues was favorably impacted by lower labor-related costs attributable to ongoing initiatives underour business transformation plan primarily related to lower headcount and geographic labor mix, and a reduction of expenses related to employee benefits.The favorable effects of these items were partially offset by an increase in direct operating expenses related to other business transformation expenses and agrowth in advertising costs for the ANA segment. Cost of revenues include expenses to research, develop, and deploy new and enhanced solutions for ourcustomers of $150.0 million and $161.0 million for fiscal 2017 and 2016, respectively, representing 6.8% and 7.6% of revenues.Selling, General and Administrative Expenses. Selling, general and administrative expenses for fiscal 2017 increased $29.2 million as compared tofiscal 2016. The impact of foreign exchange rates on selling, general and administrative expenses was a decrease of $5.8 million. Selling, general andadministrative expenses increased as a result of other business transformation expenses, an increase in stock-based compensation expense primarily due to acumulative adjustment in the fourth quarter of fiscal 2017 based on management's assessment that it is probable our performance metrics for fiscal 2018associated with performance-based restricted stock units will exceed the target, an increase in outside service costs including costs to implement the newrevenue recognition standard, officer transition expense of $3.8 million, and an accrued liability for estimated employment tax audit assessment. Theseincreases were partially offset by lower labor-related costs attributable to ongoing initiatives under our business transformation plan primarily related tolower headcount and geographic labor mix, and a fiscal 2016 accrual for cash payments and increased stock compensation in connection with the Transitionand Release Agreement between the company and our former CEO, Steve Anenen (the "CEO transition").Restructuring Expenses. Restructuring expenses for fiscal 2017 decreased $1.8 million as compared to fiscal 2016 and is related to the businesstransformation plan we initiated in the fourth quarter of fiscal 2015.38Interest Expense. Interest expense for fiscal 2017 increased $17.0 million as compared to fiscal 2016 due to borrowings under our 2021 term loanfacility in December 2016, our 2027 notes in May 2017, the full impact of the 2020 term loan, and an increase in interest rates on our term loan facilities and2019 and 2024 notes due to downgrades and a higher interest rate environment.Other Income, Net. Other income, net for fiscal 2017 decreased by $3.5 million as compared to fiscal 2016 due primarily to a net gain associatedwith an indemnification receivable from ADP for pre spin-off tax periods in accordance with the tax matters agreement in fiscal 2016 and an impairment of anon-operating receivable in fiscal 2017, which is partially offset by fluctuations in foreign exchange gains and losses.Provision for Income Taxes. The effective tax rate for fiscal 2017 was 30.5% as compared to 33.1% for fiscal 2016. The effective tax rate for fiscal2017 was favorably impacted by $13.1 million of excess tax benefits associated with adopting Accounting Standard Update ("ASU") 2016-09,"Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" effective July 1, 2016 as described in Note2, and a Canadian valuation allowance adjustment. The effective tax rate for fiscal 2016 was favorably impacted by a return-to-provision adjustment relatedto domestic production activities, a non-taxable indemnification gain of $2.6 million recorded in other income, and a tax benefit associated with pre spin-offtax refunds, partially offset by tax expense associated with the repatriation of foreign earnings and a valuation allowance adjustment.Net Earnings Attributable to CDK. Net earnings attributable to CDK for fiscal 2017 increased $56.3 million as compared to fiscal 2016. Theincrease in net earnings attributable to CDK was primarily due to the factors previously discussed.Consolidated Non-GAAP ResultsThe tables below present the reconciliation of the most directly comparable GAAP measures to constant currency adjusted revenues, constantcurrency adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to CDK, and adjusted net earningsattributable to CDK per common share. Years Ended June 30, Change 2017 2016 $ %Revenues$2,220.2 $2,114.6 $105.6 5%Impact of exchange rates17.4 — 17.4 Constant currency adjusted revenues$2,237.6 $2,114.6 $123.0 6% Earnings before income taxes$435.3 $369.1 $66.2 18%Margin %19.6% 17.5% Restructuring expenses (1)18.4 20.2 (1.8) Other business transformation expenses (1)80.6 39.7 40.9 Acquisition and integration-related expenses (2)0.7 — 0.7 Officer-related severance (3)3.8 — 3.8 Tax matters indemnification gain, net (4)— (2.6) 2.6 Adjusted earnings before income taxes$538.8 $426.4 $112.4 26%Adjusted margin %24.3% 20.2% Impact of exchange rates0.4 — 0.4 Constant currency adjusted earnings before income taxes$539.2 $426.4 $112.8 26% Provision for income taxes$132.8 $122.3 $10.5 9%Effective tax rate30.5% 33.1% Income tax effect of pre-tax adjustments (5)38.3 21.6 16.7 Pre spin-off filed tax return adjustment (6)— 0.4 (0.4) Adjusted provision for income taxes$171.1 $144.3 $26.8 19%Adjusted effective tax rate31.8% 33.8% Net earnings attributable to CDK$295.6 $239.3 $56.3 24%Restructuring expenses (1)18.4 20.2 (1.8) 39Other business transformation expenses (1)80.6 39.7 40.9 Acquisition and integration-related expenses (2)0.7 — 0.7 Officer transition expense (3)3.8 — 3.8 Tax matters indemnification gain, net (4)— (2.6) 2.6 Income tax effect of pre-tax adjustments (5)(38.3) (21.6) (16.7) Pre spin-off filed tax return adjustment (6)— (0.4) 0.4 Adjusted net earnings attributable to CDK$360.8 $274.6 $86.2 31% Diluted earnings attributable to CDK per share$1.99 $1.51 $0.48 32%Restructuring expenses (1)0.12 0.13 Other business transformation expenses (1)0.54 0.25 Acquisition and integration-related expenses (2)— — Officer transition expense (3)0.03 — Tax matters indemnification gain, net (4)— (0.01) Income tax effect of pre-tax adjustments (5)(0.25) (0.14) Pre spin-off filed tax return adjustment (6)— — Adjusted diluted earnings attributable to CDK per share$2.43 $1.74 $0.69 40% Weighted-average common shares outstanding: Diluted148.2 158.0 (1) Restructuring expense recognized in connection with our business transformation plan for fiscal 2017 and 2016. Other business transformation expenseswere included within cost of revenues and selling, general and administrative expenses and were incurred in connection with our business transformationplan for fiscal 2017 and 2016.(2) Acquisition and integration-related expenses include legal, accounting, other professional fees, and other integration costs incurred in connection withour pending acquisition are included within selling, general and administrative expenses.(3) Officer transition expense includes stock-based compensation and severance expense in connection with officer departures is included within selling,general and administrative expenses for the periods presented.(4) Net gain recorded within other income, net associated with an indemnification receivable from ADP for pre spin-off tax periods in accordance with taxmatters agreement.(5) Income tax effect of pre-tax adjustments calculated at applicable statutory rates for each adjustment for fiscal 2017 and 2016.(6) Net income tax benefit to adjust the liability for pre spin-off tax returns related to the gain in fiscal 2016.Adjusted Earnings before Income Taxes. Adjusted earnings before income taxes for fiscal 2017 increased $112.4 million as compared to fiscal 2016.Adjusted margin increased from 20.2% to 24.3%. The impact of foreign exchange rates on adjusted earnings before income taxes was an increase of $0.4million. Adjusted earnings before income taxes was favorably impacted by benefits obtained from ongoing initiatives under our business transformationplan, primarily related to lower headcount and geographic mix, and operating efficiencies inclusive of revenue growth, and a reduction of expenses related toemployee benefits. Additionally, adjusted earnings before income taxes was favorably impacted by a fiscal 2016 accrual for cash payments and increasedstock-based compensation expense in connection with the CEO transition. The favorable effects of these items were partially offset by an increase in stock-based compensation expense primarily due to a cumulative adjustment in the fourth quarter of fiscal 2017 based on management's assessment that it isprobable our performance metrics for fiscal 2018 associated with performance-based restricted stock units will exceed the target, outside service costsincluding costs to implement the new revenue recognition standard, an accrued liability for estimated employment tax audit assessment, and an impairmentof a non-operating receivable. In addition, increased interest expense had an unfavorable impact due to borrowings under our 2021 term loan facility inDecember 2016 and 2027 notes in May 2017, the full impact of the 2020 term loan facility, and an increase in interest rates on our term loan facilities and2019 and 2014 notes due to downgrades and a higher interest environment.40Adjusted Provision for Income Taxes. The adjusted effective tax rate for fiscal 2017 was 31.8% as compared to 33.8% for fiscal 2016. The adjustedeffective tax rate for fiscal 2017 was favorably impacted by $13.1 million of excess tax benefits associated with adopting ASU 2016-09, and Canadianvaluation allowance adjustment. The effective tax rate for fiscal 2016 was favorably impacted by a return-to-provision adjustment related to the domesticproduction activities deduction, partially offset by tax expense associated with the repatriation of foreign earnings and a valuation allowance adjustment.Adjusted Net Earnings Attributable to CDK. Adjusted net earnings attributable to CDK for fiscal 2017 increased $86.2 million as compared to fiscal2016. The increase in adjusted net earnings attributable to CDK was primarily due to the items discussed above in adjusted earnings before income taxespartially offset by the associated tax effect.The table below presents the reconciliation of net earnings attributable to CDK to adjusted EBITDA. Years Ended June 30, Change 2017 2016 $ %Net earnings attributable to CDK$295.6 $239.3 $56.3 24%Margin %13.3% 11.3% Net earnings attributable to noncontrolling interest (1)6.9 7.5 (0.6) Provision for income taxes (2)132.8 122.3 10.5 Interest expense (3)57.2 40.2 17.0 Depreciation and amortization (4)70.3 64.0 6.3 Total stock-based compensation (5)55.4 36.4 19.0 Restructuring expenses (6)18.4 20.2 (1.8) Other business transformation expenses (6)75.6 34.8 40.8 Acquisition and integration-related expenses (7)0.7 — 0.7 Officer transition expense (8)0.7 — 0.7 Tax matters indemnification gain, net (9)— (2.6) 2.6 Adjusted EBITDA$713.6 $562.1 $151.5 27%Adjusted margin %32.1% 26.6% (1) Net earnings attributable to noncontrolling interest included within the financial statements for the periods presented.(2) Provision for income taxes included within the financial statements for the periods presented.(3) Interest expense included within the financial statements for the periods presented.(4) Depreciation and amortization included within the financial statements for the periods presented.(5) Total stock-based compensation expense recognized for the periods presented, of which $3.5 million relates to incremental expense in connection withthe CEO transition in fiscal 2016.(6) Restructuring expense recognized in connection with our business transformation plan in fiscal 2017 and 2016. Other business transformation expensesare included within cost of revenues and selling, general and administrative expenses and were incurred in connection with our business transformation planin fiscal 2017 and 2016. Other business transformation expenses exclude $5.0 million and $4.9 million of accelerated depreciation expense and stock-basedcompensation expense for fiscal 2017 and 2016 for purposes of calculating adjusted EBITDA.(7) Acquisition and integration-related expenses include legal, accounting, other professional fees, and other integration costs incurred in connection withour pending acquisition are included within selling, general and administrative expenses.(8) Officer transition expense includes severance expense in connection with officer departures is included within selling, general and administrativeexpenses for the periods presented. Officer transition expense excludes $3.1 million of stock-based compensation expense for fiscal 2017 for purposes ofcalculating adjusted EBITDA.(9) Net gain recorded within other income, net associated with an indemnification receivable from ADP or liability to ADP for pre spin-off tax periods inaccordance with the tax matters agreement.41Adjusted EBITDA. Adjusted EBITDA for fiscal 2017 increased $151.5 million as compared to fiscal 2016. Adjusted margin increased from 26.6% to32.1%. Adjusted EBITDA was favorably impacted by benefits obtained from ongoing initiatives under our business transformation plan, primarily related tolower headcount and geographic mix, and operating efficiencies inclusive of revenue growth, and a reduction of expenses related to employee benefits.Additionally, adjusted EBITDA was favorably impacted by a fiscal 2017 accrual for estimated cash payments in connection with the CEO transition. Thefavorable effects of these items were partially offset by outside service costs including costs to implement the new revenue recognition standard, an accruedliability for estimated employment tax audit assessment, and an impairment of a non-operating receivable recorded during fiscal 2017.Analysis of Reportable SegmentsThe following is a discussion of the results of our operations by reportable segment for fiscal 2017 and 2016. Certain expenses are charged to thereportable segments at a standard rate for management reporting purposes. Other costs are charged to the reportable segments based on management’sresponsibility for the applicable costs.Retail Solutions North AmericaThe table below presents the reconciliation of revenues to constant currency revenues and earnings before income taxes to constant currencyadjusted earnings before income taxes for the RSNA segment. Refer to the footnotes in "Consolidated Non-GAAP Results" for additional information on theadjustments presented below. Years Ended June 30, Change 2017 2016 $ %Revenues$1,600.7 $1,521.3 $79.4 5%Impact of exchange rates0.1 — 0.1 Constant currency revenues$1,600.8 $1,521.3 $79.5 5% Earnings before income taxes$605.5 $481.3 $124.2 26%Margin %37.8% 31.6% Acquisition and integration-related expenses0.7 — 0.7 Adjusted earnings before income taxes$606.2 $481.3 $124.9 26%Adjusted margin %37.9% 31.6% Years Ended June 30, Change 2017 2016 $ %Subscription revenue1,261.4 1,191.2 70.2 6%Transaction revenue179.5 179.1 0.4 —%Other revenue159.8 151.0 8.8 6%Total1,600.7 1,521.3 79.4 5%Revenues. RSNA revenues for fiscal 2017 increased $79.4 million as compared to fiscal 2016. RSNA revenues were unfavorably impacted by thestrength of the U.S. dollar against the Canadian dollar on a constant currency basis, which contributed to a decrease of $0.1 million.Subscription revenues grew due to an increase in average revenue per DMS customer site of 7%, which resulted from a combination of increasedsales of new or expanded solutions to our customer base and pricing. Additionally, DMS customer site count was a slight increase to 14,611 sites as of June30, 2017 compared to 14,533 sites as of June 30, 2016 and customer websites as of June 30, 2017 was 6,879 websites compared to 6,641 websites as of June30, 2016, an increase of approximately 4%. On a combined basis, the increase in DMS customer sites and average revenue per DMS customer site contributed$70.2 million of revenue growth, or approximately 5%, and includes an unfavorable currency impact of $0.1 million. Transaction revenues generated fromvehicle registrations and automotive equity mining contributed $0.4 million of revenue growth. Other revenue contributed $8.8 million primarily due toprofessional services related to websites partially offset by a reduction in hardware sales.42Earnings before Income Taxes. RSNA earnings before income taxes for fiscal 2017 increased $124.2 million as compared to fiscal 2016. Marginincreased from 31.6% to 37.8%.RSNA earnings before income taxes were favorably impacted by operating efficiencies inclusive of benefits obtained from ongoing initiatives underour business transformation plan, primarily related to lower headcount and geographic mix, a reduction of expenses related to employee benefits, andrevenue growth as discussed above. The favorable effects of these items were partially offset by an impairment of a non-operating receivable, and costsincurred in connection with our pending acquisition during fiscal 2017.Advertising North AmericaThere were no non-GAAP adjustments for the ANA segment for fiscal 2017 and 2016. The table below presents the revenues and earnings beforeincome taxes for the ANA segment. Years Ended June 30, Change 2017 2016 $ %Revenues$307.6 $279.7 $27.9 10% Earnings before income taxes$44.4 $27.5 $16.9 61%Margin %14.4% 9.8% Revenues. ANA revenues for fiscal 2017 increased $27.9 million as compared to fiscal 2016. The overall increase was due to an increase in OEMdriven local marketing association internet advertising placements.Earnings before Income Taxes. ANA earnings before income taxes for fiscal 2017 increased $16.9 million as compared to fiscal 2016. Marginincreased from 9.8% to 14.4%. ANA earnings before income taxes were favorably impacted by revenue growth as discussed above and operating efficienciesfrom ongoing initiatives under our business transformation plan partially offset by a growth in advertising costs.CDK InternationalThere were no non-GAAP adjustments to the CDKI segment for fiscal 2017 and 2016. The table below presents the reconciliation of revenues toconstant currency revenues and earnings before income taxes to constant currency earnings before income taxes for the CDKI segment. Years Ended June 30, Change 2017 2016 $ %Revenue$311.9 $313.6 $(1.7) (1)%Impact of exchange rates17.3 — 17.3 Constant currency revenues$329.2 $313.6 $15.6 5 % Earnings before income taxes$75.0 $61.1 $13.9 23 %Margin %24.0% 19.5% Impact of exchange rates0.4 — 0.4 Constant currency earnings before income taxes$75.4 $61.1 $14.3 23 %Revenues. CDKI revenues for fiscal 2017 decreased $1.7 million as compared to fiscal 2016. CDKI revenues were impacted by the strength of theU.S. dollar against the Pound Sterling, the Euro, and the Renminbi, which contributed to a decrease of $17.3 million, or 6 percentage points. CDKIexperienced growth in revenues on a constant currency basis primarily due to an increase in sites and average revenue per customer site.Earnings before Income Taxes. CDKI earnings before income taxes for fiscal 2017 increased $13.9 million as compared to fiscal 2016. Marginincreased from 19.5% to 24.0%. The constant currency impact of foreign exchange rates on43CDKI earnings before income taxes was a decrease of $0.4 million. CDKI earnings before income taxes were favorably impacted by increased averagerevenue per customer site and benefits obtained from ongoing initiatives under our business transformation plan.Other SegmentThe table below presents the reconciliation of loss before income taxes to adjusted loss before income taxes for the Other segment. Refer to thefootnotes in "Consolidated Non-GAAP Results" for additional information on the adjustments presented below. Years Ended June 30, Change 2017 2016 $ %Loss before income taxes$(289.6) $(200.8) $(88.8) (44)%Restructuring expenses18.4 20.2 (1.8) Other business transformation expenses80.6 39.7 40.9 Officer transition expense3.8 — 3.8 Tax matters indemnification gain, net— (2.6) 2.6 Adjusted loss before income taxes$(186.8) $(143.5) $(43.3) (30)%The primary components of the Other loss before income taxes are certain costs that are not allocated to our reportable segments, such as interestexpense, stock-based compensation expense, costs attributable to the business transformation plan, and certain unallocated expenses.Loss before Income Taxes. The Other loss before income taxes for fiscal 2017 increased by $88.8 million as compared to fiscal 2016. The Other lossbefore income taxes was unfavorably impacted by expenses associated with our business transformation plan, an increase in stock-based compensationexpense primarily due to a cumulative adjustment in the fourth quarter of fiscal 2017 based on management's assessment that it is probable our performancemetrics for fiscal 2018 associated with performance-based restricted stock units will exceed the target, an increase in expenses related to outside service costsincluding costs to implement the new revenue recognition standard, officer transition expense of $3.8 million, and an accrued liability for estimatedemployment tax audit assessment. In addition, increased interest expense had an unfavorable impact due to borrowings under our 2021 term loan facility inDecember 2016 and 2027 notes in May 2017, the full impact of the 2020 term loan facility, and an increase in interest rates on our term loan facilities and2019 and 2024 notes due to downgrades and a higher interest rate environment. Partially offsetting the increases is the favorable impact of a fiscal 2016accrual for cash payments and increased stock-based compensation expense in connection with the CEO transition and a reduction of expenses related toemployee benefits during fiscal 2017.44Fiscal 2016 Compared to Fiscal 2015The following is a discussion of the results of our consolidated and combined results of operations for fiscal 2016 and 2015. For a discussion of ouroperations by segment, see "Analysis of Reportable Segments" below.The table below presents consolidated and combined statements of operations data for the periods indicated and the dollar change and percentagechange between periods. Years Ended June 30, Change 2016 2015 $ %Revenues$2,114.6 $2,063.5 $51.1 2 %Costs of revenues1,243.4 1,273.2 (29.8) (2)%Selling, general and administrative expenses448.5 431.1 17.4 4 %Restructuring expenses20.2 2.4 17.8 n/mSeparation costs— 34.6 (34.6) (100)%Total expenses1,712.1 1,741.3 (29.2) (2)%Operating earnings402.5 322.2 80.3 25 %Interest expense(40.2) (28.8) (11.4) (40)%Other income, net6.8 6.5 0.3 5 %Earnings before income taxes369.1 299.9 69.2 23 %Margin %17.5% 14.5% Provision for income taxes(122.3) (113.6) (8.7) (8)%Effective tax rate33.1% 37.9% Net earnings246.8 186.3 60.5 32 %Less: net earnings attributable to noncontrolling interest7.5 7.9 (0.4) (5)%Net earnings attributable to CDK$239.3 $178.4 $60.9 34 %Revenues. Revenues for fiscal 2016 increased $51.1 million as compared to fiscal 2015. The ANA segment contributed $36.6 million and the RSNAsegment contributed $20.1 million of revenue growth, partially offset by a decrease in revenues in the CDKI segment of $5.6 million. The impact of foreignexchange rates on revenues was a decrease of $39.1 million. The foreign exchange rate impact was primarily due to the strength of the U.S. dollar against theCanadian dollar, the Euro, the Pound Sterling, and the South African Rand.Cost of Revenues. Cost of revenues for fiscal 2016 decreased $29.8 million as compared to fiscal 2015. The impact of foreign exchange rates on costof revenues was a decrease of $20.7 million. In addition, cost of revenues was impacted by $15.6 million of accelerated amortization recognized in the ANAand RSNA segments for the Cobalt trademark during fiscal 2015, lower expenses as a result of the sale of the internet sales leads business, and lower labor-related costs attributable to ongoing initiatives under our business transformation plan primarily related to lower headcount and geographic labor mix. Thefavorable effects of these items were offset by increased direct operating expenses as a function of new products, revenue growth, and the acquisition ofAVRS, other business transformation costs, an increase in employee-related costs, primarily related to incentive compensation for the RSNA segment, andincreased costs associated with the migration of hosting facilities that support the RSNA segment. Cost of revenues included expenses to research, develop,and deploy new and enhanced solutions for our customers of $161.0 million and $170.1 million for fiscal 2016 and 2015, respectively, representing 7.6%and 8.2% of revenues.Selling, General and Administrative Expenses. Selling, general and administrative expenses for fiscal 2016 increased $17.4 million as compared tofiscal 2015. The impact of foreign exchange rates on selling, general and administrative expenses was a decrease of $8.6 million. Selling, general andadministrative expenses increased as a result of costs incurred related to the formation of corporate departments as a stand-alone public company, otherbusiness transformation costs, an accrual for estimated cash payments and increased stock-based compensation expense of $8.8 million in connection withthe CEO transition, an increase in employee-related costs, primarily related to incentive compensation for the RSNA segment, and a reduction of our accountsreceivable allowances in the RSNA and ANA segments in fiscal 2015 due to a change in estimate. These increases were partially offset by trademark royaltyexpense charged by ADP prior to the spin-off, lower labor-related costs attributable to ongoing initiatives under our business transformation plan primarilyrelated to lower headcount and geographic labor mix, a vendor-related contractual obligation in the RSNA segment established during fiscal 2015 and45extinguished during the first quarter of fiscal 2016, lower expenses as a result of the sale of the internet sales leads business, and prior year non-recurringseverance accruals in the RSNA and CDKI segments.Restructuring Expenses. Restructuring expenses for fiscal 2016 increased $17.8 million and relates to the business transformation plan we initiatedin the fourth quarter of fiscal 2015. Fiscal 2016 restructuring expenses represent a full year of expenses since we announced the business transformation plan.Separation Costs. Separation costs represent costs directly attributable to our spin-off from ADP and are primarily related to professional services.Separation costs for fiscal 2015 were $34.6 million; there were no comparable costs incurred for fiscal 2016.Interest Expense. Interest expense for fiscal 2016 increased $11.4 million as compared to fiscal 2015 due to the timing of borrowings under our termloan facilities and senior notes, an increase in interest rates on our term loan facilities, and amortization of deferred financing costs.Other Income, Net. Other Income, net for fiscal 2016 increased by $0.3 million as compared to fiscal 2015.Provision for Income Taxes. The effective tax rate for fiscal 2016 was 33.1% as compared to 37.9% for fiscal 2015. The effective tax rate for fiscal2016 was favorably impacted by a return-to-provision related to the domestic production activities deduction, a non-taxable indemnification gain recordedin other income, and a tax benefit associated with pre spin-off tax refunds, partially offset by tax expense associated with the repatriation of foreign earningsand a valuation allowance adjustment. The effective tax rate for fiscal 2015 was unfavorably impacted by certain separation costs that were not taxdeductible and $4.6 million of tax expense associated with the tax law change for bonus depreciation, offset by tax benefits associated with a valuationallowance adjustment and the resolution of certain tax matters.Net Earnings Attributable to CDK. Net earnings attributable to CDK for fiscal 2016 increased $60.9 million as compared to fiscal 2015. Theincrease in net earnings attributable to CDK was primarily due to the factors previously discussed.46Consolidated Non-GAAP ResultsThe tables below present the reconciliation of the most directly comparable GAAP measure to constant currency adjusted revenues, constantcurrency adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to CDK, and adjusted net earningsattributable to CDK per common share. Years Ended June 30, Change 2016 2015 $ %Revenues$2,114.6 $2,063.5 $51.1 2%Internet sales leads revenues (1)— (46.2) 46.2 Adjusted revenues$2,114.6 $2,017.3 $97.3 5%Impact of exchange rates39.1 — 39.1 Constant currency adjusted revenues$2,153.7 $2,017.3 $136.4 7% Earnings before income taxes$369.1 $299.9 $69.2 23%Margin %17.5% 14.5% Separation costs (2)— 34.6 (34.6) Accelerated trademark amortization (3)— 15.6 (15.6) Stand-alone public company costs (4)— (16.8) 16.8 Trademark royalty fee (5)— 5.7 (5.7) Stock-based compensation (4)— (0.4) 0.4 Interest expense (4)— (8.2) 8.2 Restructuring expenses (6)20.2 2.4 17.8 Other business transformation expenses (6)39.7 1.9 37.8 Tax matters indemnification (gain)/loss, net (7)(2.6) 1.1 (3.7) Internet sales leads earnings (1)— (2.5) 2.5 Adjusted earnings before income taxes$426.4 $333.3 $93.1 28%Adjusted margin %20.2% 16.5% Impact of exchange rates10.2 — 10.2 Constant currency adjusted earnings before income taxes$436.6 $333.3 $103.3 31% Provision for income taxes$122.3 $113.6 $8.7 8%Effective tax rate33.1% 37.9% Income tax effect of pre-tax adjustments (8)21.6 6.4 15.2 Income tax expense due to bonus depreciation law change (9)— (4.6) 4.6 Pre spin-off filed tax return adjustment (10)0.4 (0.5) 0.9 Adjusted provision for income taxes$144.3 $114.9 $29.4 26%Adjusted effective tax rate33.8% 34.5% 47 Years Ended June 30, Change 2016 2015 $ %Net earnings attributable to CDK$239.3 $178.4 $60.9 34%Separation costs (2)— 34.6 (34.6) Accelerated trademark amortization (3)— 15.6 (15.6) Stand-alone public company costs (4)— (16.8) 16.8 Trademark royalty fee (5)— 5.7 (5.7) Stock-based compensation (4)— (0.4) 0.4 Interest expense (4)— (8.2) 8.2 Restructuring expenses (6)20.2 2.4 17.8 Other business transformation expenses (6)39.7 1.9 37.8 Tax matters indemnification (gain)/loss, net (7)(2.6) 1.1 (3.7) Internet sales leads earnings (1)— (2.5) 2.5 Income tax effect of pre-tax adjustments (8)(21.6) (6.4) (15.2) Income tax expense due to bonus depreciation law change (9)— 4.6 (4.6) Pre spin-off filed tax return adjustment (10)(0.4) 0.5 (0.9) Adjusted net earnings attributable to CDK$274.6 $210.5 $64.1 30% Diluted earnings attributable to CDK per share$1.51 $1.10 0.41 37%Separation costs (2)— 0.21 Accelerated trademark amortization (3)— 0.10 Stand-alone public company costs (4)— (0.10) Trademark royalty fee (5)— 0.04 Stock-based compensation (4)— — Interest expense (4)— (0.05) Restructuring expenses (6)0.13 0.01 Other business transformation expenses (6)0.25 0.01 Tax matters indemnification (gain)/loss, net (7)(0.01) 0.01 Internet sales leads earnings (1)— (0.02) Income tax effect of pre-tax adjustments (8)(0.14) (0.04) Income tax expense due to bonus depreciation law change (9)— 0.03 Pre spin-off filed tax return adjustment (10)— — Adjusted diluted earnings attributable to CDK per share$1.74 $1.30 0.44 34% Weighted-average common shares outstanding: Diluted (11)158.0 161.6 (1) Elimination of revenues and earnings before income taxes related to the internet sales leads business, which was part of the RSNA segment and was soldon May 21, 2015. Earnings before income taxes related to the internet sales leads business includes the loss recognized on the sale of $0.8 million in fiscal2015.(2) Incremental costs incurred in fiscal 2015 that were directly attributable to our spin-off from ADP.(3) Accelerated amortization recognized in the second quarter of fiscal 2015 in the ANA and RSNA segments for the Cobalt trademark related to the changein useful life.(4) Incremental costs associated with the formation of corporate departments as a stand-alone public company, incremental stock-based compensationexpenses incurred for staff additions to build out corporate functions and director compensation48costs, and interest expense related to our indebtedness incurred with the spin-off. These costs were incurred in fiscal 2016 and have been reflected asadjustments in fiscal 2015 to present these periods on a comparable basis.(5) Elimination of the royalty paid to ADP for the utilization of the ADP trademark during fiscal 2015 prior to our spin-off from ADP, as there was nocomparable royalty after the spin-off.(6) Restructuring expense recognized in connection with our business transformation plan in fiscal 2016 and 2015. Other business transformation expensesare included within cost of revenues and selling, general and administrative expenses and were incurred in connection with our business transformation planin fiscal 2016 and 2015.(7) Net (gain)/loss recorded within other income, net associated with an indemnification receivable from ADP or liability to ADP for pre spin-off tax periodsin accordance with the tax matters agreement.(8) Income tax effect of pre-tax adjustments calculated at applicable statutory rates for each adjustment, including separation costs, which were partially taxdeductible in fiscal 2015, and the tax effect of the internet sales leads business.(9) Adjustment recognized in the second quarter of fiscal 2015 to deferred taxes related to the bonus depreciation to which ADP is entitled under the tax lawand in accordance with the tax matters agreement to claim additional tax depreciation for assets associated with our business for tax periods prior to our spin-off from ADP.(10) Net income tax benefit to adjust the liability for pre spin-off tax returns related to the gain in fiscal 2016. Net income tax expense recognized as a resultof filing the pre spin-off tax returns related to the loss in fiscal 2015.(11) The weighted-average common shares outstanding for fiscal 2016 reflect a reduction of 1.0 million shares that were inadvertently issued and distributedat the spin-off to ADP with respect to certain unvested ADP equity awards. For additional information on this matter, refer to Note 1, "Basis of Presentation" toour audited consolidated and combined financial statements under Item 8 of Part II of this Annual Report on Form 10-K.Adjusted Revenues. Adjusted revenues for fiscal 2016 increased $97.3 million as compared to fiscal 2015. Adjusted revenues were unfavorablyimpacted by the same currencies discussed above in revenues, which contributed an increase of $39.1 million, or 2 percentage points. Adjusted revenues werefavorably impacted by increased revenues in the underlying operations of all of our segments, excluding the effect of revenues related to the internet salesleads business and including the effect of revenues contributed by the acquisition of AVRS. Acquisitions contributed 1 percentage point of adjusted revenuegrowthAdjusted Earnings before Income Taxes. Adjusted earnings before income taxes for fiscal 2016 increased $93.1 million as compared to fiscal 2015.Adjusted earnings before income taxes margin increased from 16.5% to 20.2%. The impact of foreign exchange rates on adjusted earnings before incometaxes was an increase of $10.2 million. Adjusted earnings before income taxes were favorably impacted by operating efficiencies inclusive of revenue growthin our segments and benefits obtained from ongoing initiatives under our business transformation plan, primarily related to lower-headcount and geographicmix, a vendor-related contractual obligation in the RSNA segment established during fiscal 2015 and extinguished during the first quarter of fiscal 2016, andprior year non-recurring severance accruals in the RSNA and CDKI segments. The favorable effects of these items were partially offset by an accrual forestimated cash payments and increased stock-based compensation expense of $8.8 million in connection with the CEO transition, an increase in employee-related costs, primarily related to incentive compensation for the RSNA segment, increased costs associated with the migration of hosting facilities thatsupport the RSNA segment, increased interest expense, and a reduction of our accounts receivable allowances in the RSNA and ANA segments in fiscal 2015due to a change in estimate.Adjusted Provision for Income Taxes. The adjusted effective tax rate for fiscal 2016 was 33.8% as compared to 34.5% for fiscal 2015. The effectivetax rate for fiscal 2016 was favorably impacted by a return-to-provision related to the domestic production activities deduction, partially offset by taxexpense associated with the repatriation of foreign earnings and a valuation allowance adjustment. The adjusted effective tax rate for fiscal 2015 wasfavorably impacted by tax benefits associated with a valuation allowance adjustment and the resolution of certain tax matters.Adjusted Net Earnings Attributable to CDK. Adjusted net earnings attributable to CDK for fiscal 2016 increased $64.1 million as compared to fiscal2015. The increase in adjusted net earnings attributable to CDK was primarily due to the items discussed above in adjusted earnings before income taxes,partially offset by the associated tax effect.49The table below presents the reconciliation of net earnings attributable to CDK to adjusted EBITDA. Years Ended June 30, Change 2016 2015 $ %Net earnings attributable to CDK$239.3 $178.4 $60.9 34%Margin %11.3% 8.6% Net earnings attributable to noncontrolling interest (1)7.5 7.9 (0.4) Provision for income taxes (2)122.3 113.6 8.7 Interest expense (3)40.2 28.8 11.4 Depreciation and amortization (4)64.0 76.5 (12.5) Separation costs (5)— 34.6 (34.6) Stand-alone public company costs (6)— (16.8) 16.8 Trademark royalty fee (7)— 5.7 (5.7) Total stock-based compensation (8)36.4 30.4 6.0 Restructuring expenses (9)20.2 2.4 17.8 Other business transformation expenses (9)34.8 1.9 32.9 Tax matters indemnification (gain)/loss, net (10)(2.6) 1.1 (3.7) Internet sales leads earnings (11)— (2.5) 2.5 Adjusted EBITDA$562.1 $462.0 $100.1 22%Adjusted margin %26.6% 22.9% (1) Net earnings attributable to noncontrolling interest included within the financial statements for the periods presented.(2) Provision for income taxes included within the financial statements for the periods presented.(3) Interest expense included within the financial statements for the periods presented.(4) Depreciation and amortization included within the financial statements for the periods presented, including the accelerated amortization attributable tothe Cobalt trademark recognized during the second quarter of fiscal 2015.(5) Incremental costs incurred in fiscal 2015 that were directly attributable to our spin-off from ADP.(6) Incremental costs associated with the formation of corporate departments as a stand-alone public company. These costs were incurred in fiscal 2016 andhave been reflected as adjustments in fiscal 2015 to present all periods on a comparable basis.(7) Elimination of the royalty paid to ADP for the utilization of the ADP trademark during fiscal 2015 prior to our spin-off from ADP, as there was nocomparable royalty after the spin-off.(8) Total stock-based compensation expense recognized for the periods presented, of which $3.5 million relates to incremental expense in connection withthe CEO transition.(9) Restructuring expense recognized in connection with our business transformation plan in fiscal 2016 and 2015. Other business transformation expensesare included within cost of revenues and selling, general and administrative expenses and were incurred in connection with our business transformation planin fiscal 2016 and 2015. Other business transformation expenses exclude $4.9 million of accelerated depreciation expense and stock-based compensationexpense for fiscal 2016 for purposes of calculating adjusted EBITDA.(10) Net (gain)/loss recorded within other income, net associated with an indemnification receivable from ADP or liability to ADP for pre spin-off tax periodsin accordance with the tax matters agreement.(11) Elimination of earnings before income taxes related to the internet sales leads business. Earnings before income taxes related to the internet sales leadsbusiness includes the loss recognized on the sale of $0.8 million in fiscal 2015.50Adjusted EBITDA. Adjusted EBITDA for fiscal 2016 increased $100.1 million as compared to fiscal 2015. Adjusted margin increased from 22.9% to26.6%. Adjusted EBITDA was favorably impacted by operating efficiencies inclusive of revenue growth in our segments and benefits obtained from ongoinginitiatives under our business transformation plan, primarily related to lower-headcount and geographic mix, a vendor-related obligation in the RSNAsegment established during fiscal 2015 and extinguished in the first quarter of fiscal 2016, and prior year non-recurring severance accruals in the RSNA andCDKI segments. The favorable effects of these items were partially offset by increased costs associated with the migration of hosting facilities that support theRSNA segment, an increase in employee-related costs, primarily related to incentive compensation for the RSNA segment, an accrual for estimated cashpayments of $5.3 million in connection with the CEO transition, a reduction of our accounts receivable allowances in the RSNA and ANA segments in fiscal2015 due to a change in estimate, and fluctuations in foreign currency exchange rates.Analysis of Reportable SegmentsThe following is a discussion of the results of our operations by reportable segment for fiscal 2016 and 2015. Certain expenses are charged to thereportable segments at a standard rate for management reporting purposes. Other costs are charged to the reportable segments based on management’sresponsibility for the applicable costs.Retail Solutions North AmericaThe table below presents the reconciliation of revenues to constant currency adjusted revenues and earnings before income taxes to constantcurrency adjusted earnings before income taxes for the RSNA segment. Refer to the footnotes in "Consolidated Non-GAAP Results" for additionalinformation on the adjustments presented below. Years Ended June 30, Change 2016 2015 $ %Revenues$1,521.3 $1,501.2 $20.1 1%Internet sales leads revenues— (46.2) 46.2 Adjusted revenues$1,521.3 $1,455.0 $66.3 5%Impact of exchange rates13.1 — 13.1 Constant currency adjusted revenues$1,534.4 $1,455.0 $79.4 5% Earnings before income taxes$481.3 $411.4 $69.9 17%Margin %31.6% 27.4% Stand-alone public company costs— (2.1) 2.1 Accelerated trademark amortization— 5.5 (5.5) Internet sales leads earnings— (2.5) 2.5 Adjusted earnings before income taxes$481.3 $412.3 $69.0 17%Adjusted margin %31.6% 28.3% Impact of exchange rates5.4 — 5.4 Constant currency adjusted earnings before income taxes$486.7 $412.3 $74.4 18%The table below presents revenue by type for the RSNA segment: Years Ended June 30, Change 2016 2015 $ %Subscription revenue$1,191.2 $1,124.7 $66.5 6 %Transaction revenue179.1 204.3 (25.2) (12)%Other revenue151.0 172.2 (21.2) (12)%Total$1,521.3 $1,501.2 $20.1 1 %Revenues. RSNA revenues for fiscal 2016 increased $20.1 million as compared to fiscal 2015. RSNA revenues were unfavorably impacted by thestrength of the U.S. dollar against the Canadian dollar on a constant currency basis, which51contributed to a decrease of $13.1 million. In addition, RSNA revenues were unfavorably impacted by the internet sales leads business, which was sold onMay 21, 2015, and contributed $46.2 million in revenues during fiscal 2015. The internet sales leads business contributed to a decrease in revenues ofapproximately 4 percentage points.Subscription revenues grew due to an increase in average revenue per DMS customer site of 5%, which resulted from a combination of increasedsales of new or expanded solutions to our existing customer base and pricing. Additionally, DMS customer site count as of June 30, 2016 was 14,533 sitescompared to 14,219 sites as of June 30, 2015, an increase of approximately 2%. This was partially offset by a reduction in the number of websites. On acombined basis, the increase in DMS customer sites and average revenue per DMS customer site contributed $66.5 million of revenue growth that includes anunfavorable currency impact of $11.8 million. Transaction revenues contributed a decrease in revenues of $25.2 million primarily due to the sale of theinternet sales leads business. Without the impact of internet sales leads business transaction revenues grew $21.0 million due to vehicle registrations, whichinclude the effect of revenues contributed by the AVRS acquisition. Other revenue items contributed a decrease in revenues of $21.2 million that includes anunfavorable currency impact of $1.3 million primarily due to a reduction in hardware sales.Acquisitions contributed approximately 2 percentage points of adjusted RSNA revenue growth.Earnings before Income Taxes. RSNA earnings before income taxes for fiscal 2016 increased $69.9 million as compared to fiscal 2015. Marginincreased from 27.4% to 31.6%. The impact of foreign exchange rates on RSNA earnings before income taxes was a decrease of $5.4 million, orapproximately 1 percentage point. During fiscal 2015, the effect of the accelerated trademark amortization was partially offset by the effect of the internetsales leads business and stand-alone public company costs on earnings before income taxes.RSNA earnings before income taxes were favorably impacted by operating efficiencies inclusive of revenue growth as discussed above and benefitsobtained from ongoing initiatives under our business transformation plan, primarily related to lower headcount and geographic labor mix, a vendor-relatedcontractual obligation established during fiscal 2015 and extinguished in the first quarter of fiscal 2016, a prior year non-recurring severance accrual, and thesale of the internet sales leads business, which was a lower margin business. The favorable effects of these items were partially offset by increased costsassociated with the migration of hosting facilities, an increase in employee-related costs, primarily related to incentive compensation, a reduction of ouraccounts receivable allowances in fiscal 2015 as a result of a change in estimate, and stand-alone public company costs.Advertising North AmericaThe table below presents the reconciliation of revenues to constant currency revenues and earnings before income taxes to constant currencyadjusted earnings before income taxes for the ANA segment. Refer to the footnotes in "Consolidated Non-GAAP Results" for additional information on theadjustments presented below. Years Ended June 30, Change 2016 2015 $ %Revenues$279.7 $243.1 $36.6 15% Impact of exchange rates0.1 — 0.1 Constant currency revenues$279.8 $243.1 $36.7 15% Earnings before income taxes$27.5 $(0.8) $28.3 n/mMargin %9.8% (0.3)% Accelerated trademark amortization— 10.1 (10.1) Adjusted earnings before income taxes$27.5 $9.3 $18.2 196%Adjusted margin %9.8% 3.8 % Impact of exchange rates0.1 — 0.1 Constant currency adjusted earnings before income taxes$27.6 $9.3 $18.3 197%Revenues. ANA revenues for fiscal 2016 increased $36.6 million as compared to fiscal 2015. The impact of foreign exchange rates on ANA revenueswas a decrease of $0.1 million. The overall increase in revenues was due to an increase in OEM driven local marketing association internet advertisingplacements.52Earnings before Income Taxes. ANA earnings before income taxes for fiscal 2016 increased $28.3 million as compared to fiscal 2015. Marginincreased from (0.3%) to 9.8%. The effect of accelerated trademark amortization during fiscal 2015 contributed to a significant decrease in earnings beforeincome taxes. The impact of foreign exchange rates on ANA earnings before income taxes was a decrease of $0.1 million, or 1 percentage points. ANAearnings before income taxes were also favorably impacted by growth in revenues, including higher margin advertising revenues, and operating efficienciesfrom lower expenses as a result of headcount scale, geographic labor mix, and labor-related costs and benefits obtained from ongoing initiatives under ourbusiness transformation plan. The favorable effects of these items were partially offset by a reduction of our accounts receivable allowances in fiscal 2015 as aresult of a change in estimate.CDK InternationalThe table below presents the reconciliation of revenues to constant currency revenues and earnings before income taxes to constant currencyearnings before income taxes for the CDKI segment. Years Ended June 30, Change 2016 2015 $ %Revenue$313.6 $319.2 $(5.6) (2)% Impact of exchange rates25.9 — 25.9 Constant currency revenues$339.5 $319.2 $20.3 6 % Earnings before income taxes$61.1 $47.3 $13.8 29 % Margin %19.5% 14.8% Impact of exchange rates4.8 — 4.8 Constant currency earnings before income taxes$65.9 $47.3 $18.6 39 %Revenues. CDKI revenues for fiscal 2016 decreased $5.6 million as compared to fiscal 2015. CDKI revenues were impacted by the strength of theU.S. dollar against the Euro, the Pound Sterling, and the South African Rand, which contributed to a decrease of $25.9 million, or 8 percentage points. CDKIexperienced growth in revenues on a constant currency basis primarily due to increased average revenue per customer site.Earnings before Income Taxes. CDKI earnings before income taxes for fiscal 2016 increased $13.8 million as compared to fiscal 2015. Marginincreased from 14.8% to 19.5%. The impact of foreign exchange rates on CDKI earnings before income taxes was a decrease of $4.8 million, or 10 percentagepoints. CDKI earnings before income taxes were favorably impacted by operating efficiencies, which resulted from increased average revenue per customersite, benefits obtained from ongoing initiatives under our business transformation plan, and reductions to earnings before income taxes recorded in the fourthquarter of fiscal 2015 primarily related to severance and other accruals.53Other SegmentThe table below presents the reconciliation of loss before income taxes to constant currency adjusted loss before income taxes for the Other segment.Refer to the footnotes in "Consolidated Non-GAAP Results" for additional information on the adjustments presented below. Years Ended June 30, Change 2016 2015 $ %Loss before income taxes$(200.8) $(158.0) $(42.8) (27)%Separation costs— 34.6 (34.6) Stand-alone public company costs— (14.7) 14.7 Trademark royalty fee— 5.7 (5.7) Stock-based compensation— (0.4) 0.4 Interest expense— (8.2) 8.2 Restructuring expenses20.2 2.4 17.8 Other business transformation expenses39.7 1.9 37.8 Tax matters indemnification (gain)/loss, net(2.6) 1.1 (3.7) Adjusted loss before income taxes$(143.5) $(135.6) $(7.9) (6)%Impact of exchange rates(0.1) — (0.1) Constant currency adjusted loss before income taxes$(143.6) $(135.6) $(8.0) (6)%The primary components of the Other loss before income taxes are certain costs that are not allocated to our reportable segments, such as interestexpense, stock-based compensation expense, stand-alone public company costs, costs that are directly attributable to our spin-off from ADP, costsattributable to the business transformation plan, the trademark royalty fee charged by ADP prior to the spin-off, and certain unallocated expenses.Loss before Income Taxes. The Other loss before income taxes for fiscal 2016 increased by $42.8 million as compared to fiscal 2015. The Other lossbefore income taxes was favorably impacted by separation costs incurred, the trademark royalty fee charged by ADP prior to the spin-off, and net tax mattersindemnification gain recognized in fiscal 2016 and the loss recognized in fiscal 2015. The favorable effects of these items were partially offset by increasedstand-alone public company costs, expenses associated with our business transformation plan, and increased interest expense associated with indebtednessincurred in connection with the spin-off. Excluding the effects of these items, which have been adjusted in the table above, the Other loss before income taxeswas unfavorably impacted by an accrual for estimated cash payments and increased stock-based compensation expense of $8.8 million in connection withthe CEO transition and increased interest expense related to our 2020 term loan facility and an increase in interest rates on our term loan facilities, partiallyoffset by the realization of a gain on foreign currency denominated transactions with our shared services facility in India.FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCESCapital Structure OverviewOur principal source of liquidity is derived from cash generated through operations. At present, and in future periods, we expect cash generated byour operations, together with existing cash and cash equivalents, availability under our revolving credit facility, and borrowings from the capital markets tobe sufficient to cover our cash needs for working capital, capital expenditures, strategic acquisitions, anticipated quarterly dividends, and anticipated stockrepurchases.As of June 30, 2017, cash and cash equivalents were $726.1 million, CDK stockholders' deficit was $73.8 million, and total debt was $2,171.7million, net of unamortized deferred financing costs of $16.7 million. Working capital as of June 30, 2017 was $772.7 million as compared to $242.1 millionas of June 30, 2016. Working capital as used herein excludes current maturities of long-term debt.Our borrowings consist of two term loan facilities with initial principal amounts of $250.0 million, a term loan facility with an initial principalamount of $400.0 million, 3.30% senior notes with a $250.0 million aggregate principal54amount due in 2019, 4.50% senior notes with a $500.0 million aggregate principal amount due in 2024, and 4.875% senior notes with a $600.0 millionaggregate principal amount due in 2027. Interest rates for the 2019 notes and 2024 notes increased to 3.80% from 3.30% and to 5.00% from 4.50%,respectively. Additionally, we have a $300.0 million revolving credit facility, which was undrawn as of June 30, 2017.Our long-term credit ratings and senior unsecured debt ratings are Ba1 (Stable Outlook) with Moody's, and BB+ (Stable Outlook) with S&P, whichare non-investment grade. In November 2016, Moody's lowered its long-term credit rating from Baa3 (Negative Outlook) to Ba1 (Stable Outlook) and S&Plowered its long-term credit rating from BBB- (Negative Outlook) to BB+ (Stable Outlook). We do not believe these long-term credit rating downgrades willhave a material impact on our near-term liquidity.Of the $726.1 million of cash and cash equivalents held as of June 30, 2017, $284.0 million was held by our foreign subsidiaries. Amounts held byforeign subsidiaries, if repatriated to the U.S., would generally be subject to foreign withholding and U.S. income taxes, net of foreign tax credits. Duringfiscal 2017, the Company underwent an internal legal entity reorganization resulting in a deemed distribution of foreign earnings for U.S. tax purposes of$172.8 million. As a result, the undistributed foreign earnings from a U.S. tax perspective as of June 30, 2017 are $57.4 million. The remaining undistributedforeign earnings are considered indefinitely reinvested, since the U.S. can meet its cash needs without repatriation of foreign cash and our intent is to usethese earnings outside of the U.S. to fund local working capital needs and future foreign investments, including potential acquisitions. Our current plans donot demonstrate a need to repatriate the earnings to fund our U.S. operations. In determining whether the undistributed earnings of our foreign subsidiaries areindefinitely reinvested, we consider the following: (i) cash flow forecasts and cash requirements of our U.S business and our foreign subsidiaries, both for theshort and long term, (ii) costs associated with indefinite reinvestment plans, including cost of capital and tax consequences, and (iii) local country legalrestrictions.If circumstances change, and it becomes apparent that additional earnings considered indefinitely reinvested will be remitted to the U.S. in theforeseeable future, an additional tax charge may be necessary, which would affect our results of operations and the payment of such taxes would affect ourliquidity. Given the uncertain time and manner of repatriation, it is not practicable to estimate the amount of any additional income tax charge onindefinitely reinvested earnings.Return of Capital PlanStock Repurchase ProgramIn December 2015, the Board of Directors authorized us to repurchase up to $1.0 billion of our common stock as part of our $1.0 billion return ofcapital plan. In December 2016, we completed our $1.0 billion return of capital plan. In January 2017, the Board of Directors terminated this authorizationand replaced it with an authorization for us to repurchase up to $2.0 billion of our common stock as part of a new return of capital plan whereby we expect toreturn approximately $750.0 million to $1.0 billion per year through 2019 via a combination of dividends and share repurchases. As with the priorauthorization, under the new authorization for the stock repurchase program, we may purchase our common stock in the open market or in privatelynegotiated transactions from time to time as permitted by federal securities laws and other legal requirements. Our new return of capital plan is expected to befunded through a combination of free cash flow and incremental borrowings intended to bring leverage, measured as financial debt, net of cash, divided byadjusted EBITDA, to a range of 2.5x to 3.0x over the period. The actual timing, number, and price of any shares to be repurchased will be determined atmanagement's discretion and will depend on a number of factors, which may include the market price of the shares, general market and economic conditions,the availability and cost of additional indebtedness, and other potential uses for free cash flow including, but not limited to, potential acquisitions.55Dividends to Common StockholdersThe Company declared and paid cash dividends during fiscal 2017 as follows:Three Months Ended Record Date Payment Date Dividend Per Share AmountSeptember 30, 2016 9/16/2016 9/30/2016 $0.135 $20.2December 31, 2016 12/20/2016 12/30/2016 0.140 20.4March 31, 2017 3/1/2017 3/29/2017 0.140 20.4June 30, 2017 6/20/2017 6/30/2017 0.140 19.7Total $0.555 $80.7Cash FlowsOur cash flows from operating, investing, and financing activities, as reflected in the consolidated and combined statements of cash flows for fiscal2017, 2016, and 2015, are summarized as follows: Years Ended June 30, $ Change 20172016 2015 2017 2016Cash provided by (used in): Operating activities$431.0 $320.1 $267.9 $110.9 $52.2Investing activities(87.9) (81.6) (40.8) (6.3) (40.8)Financing activities159.9 (419.3) (199.9) 579.2 (219.4)Effect of exchange rate changes on cash and cash equivalents4.0 (8.3) (21.8) 12.3 13.5Net change in cash and cash equivalents$507.0 $(189.1) $5.4 $696.1 $(194.5)Fiscal 2017 Compared to Fiscal 2016Net cash flows provided by operating activities were $431.0 million for fiscal 2017 as compared to $320.1 million in fiscal 2016. This $110.9million increase was primarily due to an increase in cash provided by net earnings adjusted for non-cash items of $115.7 million primarily due to earningsgrowth in our business. This increase was partially offset by an increase in cash used for working capital of $4.8 million, which was due to cash paymentsmade to our vendors and employees partially offset by the timing of cash payments received from our customers in the normal course of business.Net cash flows used in investing activities were $87.9 million for fiscal 2017 as compared to $81.6 million in fiscal 2016. This $6.3 million increasein cash used in investing activities was primarily due to an increase in capitalized software and capital expenditures of $29.9 million in fiscal 2017. This waspartially offset by cash used for acquisition of business in fiscal 2016.Net cash flows provided by financing activities were $159.9 million for fiscal 2017 as compared to net cash flows used in financing activities of$419.3 million in fiscal 2016. This $579.2 million decrease in cash used in financing activities was primarily due to new borrowings offset by the return ofcapital plan. During fiscal 2017, our primary inflows were the new 2027 notes with an aggregate principal amount of $600.0 million and a new term loanfacility with initial principal of $400.0 million. These cash inflows were partially offset by repurchases of common stock of $700.0 million, dividendpayments to our stockholders of $80.7 million, and the repayments of debt and capital lease obligations of $36.9 million. During fiscal 2016, our primarycash outflows consisted of common stock repurchases of $561.0 million, dividend payments to our stockholders of $82.3 million, and repayments of debtand capital lease obligations of $20.0 million partially offset by the 2020 term loan facility for $250.0 million and $8.9 million of excess tax benefitsreflected as financing activity in fiscal 2016 and operating activity in fiscal 2017 with the adoption of ASU 2016-19 effective July 1, 2016.56Fiscal 2016 Compared to Fiscal 2015Net cash flows provided by operating activities were $320.1 million for fiscal 2016 as compared to $267.9 million in fiscal 2015. This $52.2 millionincrease was primarily due to an increase in cash provided by net earnings adjusted for non-cash items of $81.9 million primarily due to earnings growth inour business. This increase was partially offset by an increase in cash used for working capital of $29.7 million, which was due to the timing of cash paymentsreceived from our customers in the normal course of business primarily in our ANA segment and cash payments made to our vendors and employees.Net cash flows used in investing activities were $81.6 million for fiscal 2016 as compared to $40.8 million in fiscal 2015. This $40.8 millionincrease in cash used in investing activities was primarily due to proceeds from notes receivable from ADP and its affiliates of $40.6 million in fiscal 2015,which did not recur in fiscal 2016, and proceeds from the sale of the internet sales leads business of $24.5 million in fiscal 2015, partially offset by a decreasein cash paid for business acquisitions of $18.5 million.Net cash flows used in financing activities were $419.3 million for fiscal 2016 as compared to $199.9 million in fiscal 2015. This $219.4 millionincrease in cash used in financing activities was primarily due to cash outflows related to dividend payments to our stockholders of $82.3 million, commonstock repurchases of $561.0 million, and the repayment of debt and capital lease obligations of $20.0 million. We entered into our 2020 term loan facility for$250.0 million and used the proceeds for the repurchase of common stock. During fiscal 2015, cash used in financing activities was primarily impacted byproceeds from long-term debt of $1.8 billion, offset by outflows related to the dividend paid to ADP in connection with our spin-off of $825.0 million,repayments of long-term debt of $759.5 million, net transactions of parent company investment of $240.8 million, dividends paid to stockholders of $58.2million, and common stock repurchases of $50.0 million.Contractual ObligationsThe following table provides a summary of our contractual obligations as of June 30, 2017: Payments Due by PeriodContractual Obligations Less than 1year1-3 years3-5 yearsMore than 5yearsTotalTerm loan facilities (1) $45.0 $268.1 $523.8 $— $836.9Senior notes (2) — 250.0 — 1,100.0 1,350.0Interest on senior notes (2) 63.8 122.8 108.5 208.8 503.9Capital lease obligations 1.5 — — — 1.5Operating lease obligations (3) 35.0 30.4 16.2 16.7 98.3Other long-term liabilities reflected within other liabilities on the consolidated balance sheet (4) 0.2 10.8 0.1 — 11.1Total $145.5 $682.1 $648.6 $1,325.5 $2,801.7(1) These amounts represent the principal repayments of the term loan facilities included within our consolidated balance sheet as of June 30, 2017. Intereston our term loan facilities is based on variable rates, and interest payments will fluctuate as our interest rates fluctuate each period. Accordingly, futureinterest payments related to these instruments have been excluded from the table above. The interest rate per annum on the two $250.0 million term loanfacilities was 2.98% and the $400.0 million was 2.98% as of June 30, 2017. Refer to Note 13, "Debt" in the accompanying notes to the consolidated andcombined financial statements in this Annual Report on Form 10-K for further information.(2) These amounts represent the principal repayments of the senior notes included within our consolidated balance sheet as of June 30, 2017 and expectedfuture interest payments over the term of the senior notes based on the stated interest rates in effect as of June 30, 2017. Our 2019 notes bear interest at a rateof 3.80%, our 2024 notes bear interest at a rate of 5.00%, and our 2027 notes bear interest at a rate of 4.875%. Interest is payable semi-annually on April 15and October 15 of each year for the 2019 and 2024 notes, and June 1 and December 1 of each year for the 2027 notes, with payments commencing December1, 2017. Refer to Note 13, "Debt" in the accompanying notes to the consolidated and combined financial statements in this Annual Report on Form 10-K forfurther information.57(3) These amounts represent various operating leases for facilities and equipment entered into in the normal course of business. The majority of our leaseagreements have fixed payment terms based on the passage of time. Certain facility and equipment leases require payment of maintenance and real estatetaxes and contain escalation provisions based on future adjustments in price indices. Our future operating lease obligations could change if we exit certaincontracts or if we enter into additional operating lease agreements.(4) Other long-term liabilities for which a payment date is readily available include a contingent consideration payable in installments through January 31,2020 for the acquisition of certain assets of RedBumper, LLC and NewCarIQ, LLC, software license fees, and cash settlements expected for restricted stockunits accounted for as liability awards based on the closing price of our common stock on June 30, 2017.In the normal course of business, we also enter into contracts in which we make representations and warranties that relate to the performance of ourservices and products. We do not expect any material losses related to such representations and warranties.Off-Balance Sheet ArrangementsAs of June 30, 2017, we did not have any off-balance sheet arrangements consisting of transactions, agreements, or other contractual arrangements towhich an entity not consolidated in our financial statements was a party. However, in the normal course of operations, we may enter into contractualobligations consisting of operating lease obligations and purchase commitments. Such obligations have been presented under the caption "ContractualObligations."Related Party AgreementsRefer to Note 8, "Income Taxes" and Note 17, "Transactions with ADP" to our consolidated and combined financial statements under Item 8 of Part IIof this Annual Report on Form 10-K for financial information regarding agreements entered into with ADP as part of the spin-off.CRITICAL ACCOUNTING POLICIESOur consolidated and combined financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation ofthese financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues,and expenses. We continually evaluate the accounting policies and estimates used to prepare the consolidated and combined financial statements. Estimatesare based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differfrom estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results ofoperations or financial condition are discussed below.Revenue RecognitionWe recognize software revenues in accordance with Accounting Standards Codification (“ASC”) 985-605, “Software - Revenue Recognition,” andnon-software related revenue, including SaaS, in accordance with ASC 605, "Revenue Recognition" ("ASC 605").We generate revenues from four categories: subscription, digital advertising, transactional services, and other. Taxes collected from customers andremitted to governmental authorities are presented on a net basis; that is, such taxes are excluded from revenues.Subscription. In the RSNA and CDKI segments, we provide software and technology solutions for automotive retailers and OEMs, which includes:•Dealer Management Systems DMSs and layered applications, where the software may be installed onsite at the customer’s location, or hosted andprovided on a SaaS basis, including ongoing maintenance and support;•Interrelated services such as installation, initial training, and data updates;•Websites, search marketing, and reputation management services (RSNA only); and•Hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists.58Revenues for term licenses are recognized ratably over the software license term, as vendor-specific objective evidence of the fair values of theindividual elements in the sales arrangement does not exist. Revenue recognition commences at the installation dates, when customer acceptance hasoccurred, and collectability of a determinable amount is probable. In the case of hosted applications, the customer does not have the contractual right to takepossession of the software and the items delivered at the outset of the contract (e.g., installation, training, etc.) do not have value to the customer without thesoftware license and ongoing support and maintenance. Any upfront fees charged in the case of hosted arrangements are recognized ratably over the expectedbenefit period of the arrangement, typically five years. The unrecognized portion of these revenue elements is recorded as deferred revenue.Advertising services. In the ANA segment, we receive revenues from the placement of internet advertising for automotive retailers and OEMs.Advertising revenues are recognized when the services are rendered.Transaction revenues. In the RSNA segment, we receive fees per transaction for providing auto retailers interfaces with third parties to process creditreports, vehicle registrations, and automotive equity mining. Revenue is recognized at the time the services are rendered. Transaction revenues are recordedin revenues gross of costs incurred for credit report processing, vehicle registrations, and automotive equity mining as we are contractually responsible forproviding the service, software, and/or connectivity to the customers, and therefore, we are the primary obligor under ASC 605.Other. We provide consulting and professional services and sell hardware such as laser printers, networking and telephony equipment, and relateditems. These revenues are recognized upon their delivery or service completion.Stock-Based CompensationCertain of our employees (a) have been granted stock options to purchase shares of our common stock and (b) have been granted restricted stock orrestricted stock units under which shares of our common stock vest based on the passage of time or achievement of performance and market conditions.We recognize stock-based compensation expense in net earnings based on the fair value of the award on the date of the grant. We determine the fairvalue of stock options issued using a binomial option-pricing model. The binomial option-pricing model considers a range of assumptions related tovolatility, dividend yield, risk-free interest rate, and employee exercise behavior. Expected volatilities utilized in the binomial option pricing model arebased on a combination of implied market volatilities and historical volatilities of peer companies. We use a peer group of companies to determine volatilitydue to the limited trading history associated with our common stock. Inclusion of our stock volatility in the valuation of future stock option grants mayimpact stock-based compensation expense recognized. Similarly, the dividend yield is based on historical experience and expected future dividendpayments. 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 incorporatesexercise and forfeiture assumptions based on an analysis of historical data. The expected life of a stock option grant is derived from the output of thebinomial 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 priceof our common stock on the date of grant. We also grant performance-based awards that vest over a performance period. Under these programs, wecommunicate “target awards” at the beginning of the performance period with possible payouts at the end of the performance period ranging from 0% to250% of the target awards. Certain of our performance-based awards are further subject to adjustment (increase or decrease) based on a market conditiondefined as total shareholder return of our common stock compared to a peer group of companies. The fair value of performance-based awards subject to amarket condition is determined using a Monte Carlo simulation model. The principal variable assumptions utilized in determining the grant date fair value ofperformance-based awards subject to a market condition include the risk-free rate, stock volatility, dividend yield, and correlations between our stock priceand the stock prices of the peer group of companies. The probability associated with the achievement of performance conditions affects the vesting of ourperformance-based awards. Expense is only recognized for those shares expected to vest. We adjust stock-based compensation expense (increase or decrease)when it becomes probable that actual performance will differ from our estimate.Upon adopting ASU 2016-09 in fiscal 2017, we recognize forfeitures when they occur and no longer estimate a forfeiture rate to recognize stock-based compensation expense.59Income TaxesIncome tax expense is recognized for the amount of taxes payable or refundable for the current year. Deferred tax assets and liabilities are recognizedfor the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operatinglosses and tax credit carryforwards. Management must make assumptions, judgments, and estimates to determine the provision for income taxes, taxespayable or refundable, and deferred tax assets and liabilities. Our assumptions, judgments, and estimates take into consideration the realization of deferredtax assets and changes in tax laws or interpretations thereof. Our income tax returns are subject to examination by various tax authorities. A change in theassessment of the outcomes of such matters could materially impact our consolidated and combined financial statements.We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. In determining the need for avaluation allowance, we consider future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. In theevent we determine that it is more likely than not that an entity will be unable to realize all or a portion of its deferred tax assets in the future, we wouldincrease the valuation allowance and recognize a corresponding charge to earnings in the period in which such a determination is made. Likewise, if we laterdetermine that it is more likely than not that the deferred tax assets will be realized, we would reverse the applicable portion of the previously recognizedvaluation allowance. In order to realize deferred tax assets, we must be able to generate sufficient taxable income of the appropriate character in thejurisdictions in which the deferred tax assets are located.We recognize tax benefits for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amountrecognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized taxbenefits are tax benefits claimed in our income tax returns that do not meet these recognition and measurement standards. Assumptions, judgments, and theuse of estimates are required in determining whether the "more likely than not" standard has been met when developing the provision for income taxes.If certain pending tax matters settle within the next twelve months, the total amount of unrecognized tax benefits may increase or decrease for allopen tax years and jurisdictions. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. We continually assess thelikelihood and amount of potential adjustments and adjust the income tax provision, the current taxes payable and deferred taxes in the period in which thefacts that give rise to a revision become known.Prior to the spin-off, we computed the provision for income taxes under the Separate Return Method, which applies the accounting guidance forincome taxes to the stand-alone financial statements "as if" we were a separate taxpayer and a stand-alone enterprise for the periods presented. For tax periodsprior to the spin-off, our operations were included in the income tax returns of ADP for U.S. federal income tax purposes and for certain consolidated,combined, unitary, or similar group filings for U.S. state and local and foreign tax jurisdictions. Subsequent to the spin-off, we file our own U.S. federal, state,and foreign income tax returns.GoodwillWe test goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value may not be recoverable. Wetest goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment. In July 2016, werevised our reportable segments and reporting units due to changes in how the chief operating decision maker regularly reviews information for purposes ofallocating resources and assessing performance. Due to the change in organization structure, we expanded our reporting units from three to five.We test impairment by first comparing the fair value of each reporting unit to its carrying amount. If the carrying value for a reporting unit exceedsits fair value, we then compare the implied fair value of our goodwill to the carrying amount in order to determine the amount of the impairment, if any.We estimate the fair value of our reporting units by weighting the results from the income approach, which is the present value of expected cashflows discounted at a risk-adjusted weighted-average cost of capital, and the market approach, which uses market multiples of companies in similar lines ofbusiness. These valuation approaches require significant judgment and consider a number of factors including assumptions about the future growth andprofitability of our reporting units, the determination of appropriate comparable publicly traded companies in our industry, discount rates, and terminalgrowth rates. An adverse change to the fair value of reporting units could result in an impairment charge which could be material to our consolidatedearnings.60Long-Lived AssetsWe review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may notbe recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying value of the asset to its undiscounted future cashflows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flow, an impairment charge isrecognized for the amount by which the carrying amount exceeds the fair value. Given the significance of our long-lived assets, an adverse change to the fairvalue of our long-lived assets could result in an impairment charge which could be material to our consolidated earnings.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSRefer to Note 3, "New Accounting Pronouncements" to our consolidated and combined financial statements under Item 8 of Part II of this AnnualReport on Form 10-K for financial information regarding recently issued and adopted accounting pronouncements including the effects on our results ofoperations, financial condition, and cash flows.Item 7A. Quantitative and Qualitative Disclosures About Market RiskWe are subject to interest rate risk related to our revolving credit facility and term loan facilities as those arrangements contain interest rates that arenot fixed. As of June 30, 2017, our revolving credit facility was undrawn. The interest rate per annum on the two $250.0 million term loan facilities was2.98% and on the $400.0 million term loan facility was 2.98% as of June 30, 2017. A hypothetical increase in the interest rate of 30 basis points would haveresulted in an immaterial impact on earnings before income taxes for the year ended June 30, 2017.We operate and transact business in various foreign jurisdictions and are therefore exposed to market risk from changes in foreign currency exchangerates that could impact our financial condition, results of operations, and cash flows. We have not been materially impacted by fluctuations in foreigncurrency exchange rates as a significant portion of our business is transacted in U.S. dollars, and is expected to continue to be transacted in U.S. dollars orU.S. dollar-based currencies. As of June 30, 2017, operations in foreign jurisdictions were principally transacted in Canadian dollars, Euros, Pound Sterling,and Renminbi. A hypothetical change in all foreign currency exchange rates of 10% would have resulted in an increase or decrease in consolidated operatingearnings of approximately $11.5 million for the year ended June 30, 2017.We manage our exposure to these market risks through our regular operating and financing activities. In the future, we may use derivative financialinstruments as risk management tools.61Item 8. Financial Statements and Supplementary DataINDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULEConsolidated and Combined Financial Statements Reports of Independent Registered Public Accounting Firm63Consolidated and Combined Statements of Operations for the Years Ended June 30, 2017, 2016, and 201565Consolidated and Combined Statements of Comprehensive Income for the Years Ended June 30, 2017, 2016, and 201566Consolidated Balance Sheets as of June 30, 2017 and 201667Consolidated and Combined Statements of Cash Flows for the Years Ended June 30, 2017, 2016, and 201568Consolidated and Combined Statements of (Deficit) Equity for the Years Ended June 30, 2017, 2016, and 201570Notes to the Consolidated and Combined Financial Statements71 Financial Statement Schedule Schedule II—Valuation and Qualifying Accounts10362REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofCDK Global, Inc.Hoffman Estates, IllinoisWe have audited the accompanying consolidated balance sheets of CDK Global, Inc. and subsidiaries (the "Company") as of June 30, 2017 and 2016, andthe related consolidated and combined statements of operations, comprehensive income, (deficit) equity, and cash flows for each of the three years in theperiod ended June 30, 2017. Our audits also included the financial statement schedule listed in the Index at Item 8. These financial statements and financialstatement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated and combinedfinancial statements and financial statement schedule based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonablebasis for our opinion.In our opinion, such consolidated and combined financial statements referred to above present fairly, in all material respects, the financial position of theCompany and subsidiaries as of June 30, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the periodended June 30, 2017, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financialstatement schedule, when considered in relation to the basic consolidated and combined financial statements taken as a whole, presents fairly, in all materialrespects, the information set forth therein.As discussed in Note 1 to the consolidated and combined financial statements, prior to September 30, 2014 the accompanying combined financialstatements were derived from the consolidated financial statements and accounting records of Automatic Data Processing, Inc. (“ADP”). The accompanyingcombined financial statements include expense allocations for certain corporate functions historically provided by ADP. These allocations may not bereflective of the actual expenses which would have been incurred had the Company operated as a separate entity apart from ADP during the periods prior toSeptember 30, 2014.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal controlover financial reporting as of June 30, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission and our report dated August 8, 2017 expressed an unqualified opinion on the Company’s internalcontrol over financial reporting./s/ DELOITTE & TOUCHE LLPChicago, ILAugust 8, 201763REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofCDK Global, Inc.Hoffman Estates, IllinoisWe have audited the internal control over financial reporting of CDK Global, Inc. and subsidiaries (the “Company”) as of June 30, 2017 based on criteriaestablished in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. TheCompany's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, andtesting and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principalfinancial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain tothe maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company's assets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of theeffectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2017, based on the criteriaestablished in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financialstatements and financial statement schedule as of and for the year ended June 30, 2017 of the Company and our report dated August 8, 2017 expressed anunqualified opinion on those financial statements and financial statement schedule and includes an explanatory paragraph related to the inclusion ofexpense allocations for certain corporate functions historically provided by Automatic Data Processing, Inc./s/ DELOITTE & TOUCHE LLPChicago, ILAugust 8, 201764CDK Global, Inc.Consolidated and Combined Statements of Operations(In millions, except per share amounts) Years Ended June 30, 2017 2016 2015Revenues$2,220.2 $2,114.6 $2,063.5 Expenses: Cost of revenues1,234.9 1,243.4 1,273.2Selling, general and administrative expenses477.7 448.5 431.1Restructuring expenses18.4 20.2 2.4Separation costs— — 34.6Total expenses1,731.0 1,712.1 1,741.3Operating earnings489.2 402.5 322.2 Interest expense(57.2) (40.2) (28.8)Other income, net3.3 6.8 6.5 Earnings before income taxes435.3 369.1 299.9 Provision for income taxes(132.8) (122.3) (113.6) Net earnings302.5 246.8 186.3Less: net earnings attributable to noncontrolling interest6.9 7.5 7.9Net earnings attributable to CDK$295.6 $239.3 $178.4 Net earnings attributable to CDK per common share: Basic$2.01 $1.52 $1.11Diluted$1.99 $1.51 $1.10 Weighted-average common shares outstanding: Basic146.7 157.0 160.6Diluted148.2 158.0 161.6See notes to the consolidated and combined financial statements.65CDK Global, Inc.Consolidated and Combined Statements of Comprehensive Income(In millions) Years Ended June 30, 2017 2016 2015Net earnings$302.5 $246.8 $186.3Other comprehensive income (loss): Currency translation adjustments2.2 (45.8) (34.1)Other comprehensive income (loss)2.2 (45.8) (34.1)Comprehensive income304.7 201.0 152.2Less: comprehensive income attributable to noncontrolling interest6.9 7.5 7.9Comprehensive income attributable to CDK$297.8 $193.5 $144.3See notes to the consolidated and combined financial statements.66CDK Global, Inc.Consolidated Balance Sheets(In millions, except per share par value) June 30, 2017 2016Assets Current assets: Cash and cash equivalents$726.1 $219.1Accounts receivable, net of allowances of $6.3 and $7.1, respectively372.1 365.5Other current assets180.6 154.1Total current assets1,278.8 738.7Property, plant and equipment, net135.0 118.6Other assets184.1 217.2Goodwill1,181.2 1,182.7Intangible assets, net104.0 107.8Total assets$2,883.1 $2,365.0 Liabilities and (Deficit) Equity Current liabilities: Current maturities of long-term debt and capital lease obligations$46.5 $26.8Accounts payable38.9 38.8Accrued expenses and other current liabilities188.7 165.3Accrued payroll and payroll-related expenses106.2 115.3Short-term deferred revenues172.3 177.2Total current liabilities552.6 523.4Long-term debt and capital lease obligations2,125.2 1,190.3Long-term deferred revenues136.1 157.7Deferred income taxes65.9 46.9Other liabilities60.1 70.5Total liabilities2,939.9 1,988.8 (Deficit) 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 160.3 shares, respectively; outstanding, 140.0 and 150.1 shares, respectively1.6 1.6Additional paid-in-capital608.6 640.7Retained earnings452.7 238.3Treasury stock, at cost: 20.3 and 10.2 shares, respectively(1,144.7) (526.6)Accumulated other comprehensive income8.0 5.8Total CDK stockholders’ (deficit) equity(73.8) 359.8Noncontrolling interest17.0 16.4Total (deficit) equity(56.8) 376.2Total liabilities and (deficit) equity$2,883.1 $2,365.0See notes to the consolidated and combined financial statements.67CDK Global, Inc.Consolidated and Combined Statements of Cash Flows(In millions) Years Ended June 30, 2017 2016 2015Cash Flows from Operating Activities: Net earnings$302.5 $246.8 $186.3Adjustments to reconcile net earnings to cash flows provided by operating activities: Depreciation and amortization70.3 64.0 76.5Deferred income taxes20.9 (3.6) (25.3)Stock-based compensation expense55.4 36.4 30.4Pension expense— — 0.8Other4.6 (5.6) (12.6)Changes in operating assets and liabilities, net of effects of acquisitions: Increase in accounts receivable(8.3) (57.0) (16.9)(Increase) decrease in other assets(1.9) 3.0 (24.3)Increase in accounts payable4.4 15.3 3.0(Decrease) increase in accrued expenses and other liabilities(16.9) 20.8 50.0Net cash flows provided by operating activities431.0 320.1 267.9 Cash Flows from Investing Activities: Capital expenditures(62.4) (50.8) (44.0)Proceeds from sale of property, plant and equipment0.5 1.1 0.9Capitalized software(31.8) (13.5) (19.9)Acquisitions of businesses, net of cash acquired— (18.1) (36.6)Proceeds from the sale of a business— — 24.5Contributions to investments(2.1) (10.0) (22.9)Proceeds from investments7.9 9.7 16.6Proceeds from notes receivable from ADP and its affiliates— — 40.6Net cash flows used in investing activities(87.9) (81.6) (40.8) 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 debt1,000.0 250.0 1,750.0Repayments of long-term debt and capital lease obligations(36.9) (20.0) (759.5)Dividend paid to ADP at spin-off— — (825.0)Dividends paid to stockholders(80.7) (82.3) (58.2)Repurchases of common stock(700.0) (561.0) (50.0)Proceeds from exercise of stock options14.7 6.7 9.8Excess tax benefit from stock-based compensation awards— 8.9 11.2Withholding tax payments for stock-based compensation awards(12.2) (8.7) (0.9)Dividend payments to noncontrolling owners(6.3) (5.0) (5.4)Payments of deferred financing costs(10.6) (2.1) (9.2)Acquisition-related payments(8.1) (6.2) —Recovery of dividends paid (Note 1D)— 0.4 —Net cash flows provided by (used in) financing activities159.9 (419.3) (199.9) Effect of exchange rate changes on cash and cash equivalents4.0 (8.3) (21.8) Net change in cash and cash equivalents507.0 (189.1) 5.4 Cash and cash equivalents, beginning of period219.1 408.2 402.8 Cash and cash equivalents, end of period$726.1 $219.1 $408.2 68 Years Ended June 30, 2017 2016 2015Supplemental Disclosure: Cash paid for: Income taxes and foreign withholding taxes, net of refunds$120.3 $109.4 $120.8Interest49.6 37.8 19.2Non-cash transactions: Non-cash consideration issued for acquisitions (Note 4)— 13.5 8.5See notes to the consolidated and combined financial statements.69CDK Global, Inc.Consolidated and Combined Statements of (Deficit) Equity(In millions) Common Stock AdditionalPaid-in-Capital RetainedEarnings TreasuryStock Net ParentCompanyInvestment Accumulated OtherComprehensive Income Total CDKStockholders'(Deficit)Equity Non-controllingInterest Total(Deficit)Equity SharesIssued Amount Balance as of June 30, 2014— $— $— $— $— $1,712.2 $85.7 $1,797.9 $11.4 $1,809.3Net earnings— — — 139.4 — 39.0 — 178.4 7.9 186.3Foreign currency translation adjustments— — — — — — (34.1) (34.1) — (34.1)Net distributions to Parent— — — — — (271.8) — (271.8) — (271.8)Dividend paid to ADP— — — — — (825.0) — (825.0) — (825.0)Reclassifications of net parent companyinvestment to common stock andadditional paid-in-capital in conjunctionwith the spin-off160.6 1.6 652.8 — — (654.4) — — — —Stock-based compensation expense— — 17.5 — — — — 17.5 — 17.5Common stock issued for the exercise andvesting of stock-based compensationawards, net0.7 — 8.9 — — — — 8.9 — 8.9Excess tax benefit from stock-basedcompensation awards— — 7.3 — — — — 7.3 — 7.3Cash dividends paid to stockholders— — — (58.2) — — — (58.2) — (58.2)Repurchases of common stock— — — — (50.7) — — (50.7) — (50.7)Dividend payments to noncontrollingowners— — — — — — — — (5.4) (5.4)Balance as of June 30, 2015161.3 1.6 686.5 81.2 (50.7) — 51.6 770.2 13.9 784.1 Net earnings— — — 239.3 — — — 239.3 7.5 246.8Foreign currency translation adjustments— — — — — — (45.8) (45.8) — (45.8)Stock-based compensation expense— — 31.7 (0.3) — — — 31.4 — 31.4Common stock issued for the exercise andvesting of stock-based compensationawards, net— — (32.6) — 30.6 — — (2.0) — (2.0)Excess tax benefit from stock-basedcompensation awards— — 8.9 — — — — 8.9 — 8.9Cash dividends paid to stockholders— — — (82.3) — — — (82.3) — (82.3)Repurchases of common stock— — (53.8) — (506.5) — — (560.3) — (560.3)Dividend payments to noncontrollingowners— — — — — — — — (5.0) (5.0)Correction of common stock issued inconnection with the spin-off anddividends paid (Note1D)(1.0) — — 0.4 — — — 0.4 — 0.4Balance as of June 30, 2016160.3 1.6 640.7 238.3 (526.6) — 5.8 359.8 16.4 376.2 Net earnings— — — 295.6 — — — 295.6 6.9 302.5Foreign currency translation adjustments— — — — — — 2.2 2.2 — 2.2Stock-based compensation expense andrelated dividend equivalents— — 47.3 (0.5) — — — 46.8 — 46.8Common stock issued for the exercise andvesting of stock-based compensationawards, net— — (45.1) — 47.6 — — 2.5 — 2.5Cash dividends paid to stockholders— — — (80.7) — — — (80.7) — (80.7)Repurchases of common stock— — (34.3) — (665.7) — — (700.0) — (700.0)Dividend payments to noncontrollingowners— — — — — — — — (6.3) (6.3)Balance as of June 30, 2017160.3 $1.6 $608.6 $452.7 $(1,144.7) $— $8.0 $(73.8) $17.0 $(56.8)See notes to the consolidated and combined financial statements.70CDK Global, Inc.Notes to the Consolidated and Combined Financial Statements(Tabular amounts in millions, except per share amounts)Note 1. Basis of PresentationA. Spin-offOn April 9, 2014, the board of directors of Automatic Data Processing, Inc. (“ADP”) approved the spin-off of the Dealer Services business of ADP. OnSeptember 30, 2014, the spin-off became effective and ADP distributed 100% of the common stock of CDK Global, Inc. (the "Company" or "CDK") to theholders 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 relationshipsbetween the Company and ADP. Refer to Notes 8 and 17 for further information.B. Description of BusinessThe Company is a leading global provider of integrated information technology and digital marketing solutions to the automotive retail and adjacentindustries. The Company’s solutions automate and integrate all parts of the buying process from targeted digital advertising and marketing campaigns to thesale, financing, insuring, parts supply, repair, and maintenance of vehicles.Effective July 1, 2016, the Company executed a comprehensive reorganization to streamline its organization to enable it to deliver an improvedcustomer experience, create significant efficiencies, and better align it to implement the ongoing business transformation plan discussed in Note 5. TheCompany reorganized into two main operating groups. In connection with the reorganization, the Company's operating segments were changed. Thecompany's first operating group is CDK North America which is comprised of two reportable segments, Retail Solutions North America ("RSNA") andAdvertising North America ("ANA"). The second operating group, which is also a reportable segment, is CDK International ("CDKI"). In addition, theCompany has an Other segment, the primary components of which are corporate allocations and other expenses not recorded in the segment results. Refer toNote 18 for further information.C. Basis of PreparationThe financial statements presented herein represent (i) results of operations, cash flows, and statement of (deficit) equity for periods subsequent tothe spin-off and the balance sheets as of June 30, 2017 and 2016 with the Company reporting as a separate publicly-traded company (referred to as"consolidated financial statements"), and (ii) the results of operations, cash flows, and statement of (deficit) equity for periods prior to the spin-off when theCompany was a wholly owned subsidiary of ADP (referred to as "combined financial statements"). Throughout this Annual Report on Form 10-K, referencesto the "financial statements" mean the "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 thoseestimates. These financial statements present the consolidated and combined results of operations of the Company, which was under common control andcommon management by ADP until the spin-off. The historical financial results in the accompanying financial statements presented may not be indicative ofthe results that would have been achieved had the Company operated as a separate, stand-alone entity.Prior to the spin-off, the financial statements of the Company included costs for facilities, functions, and services used by the Company at sharedADP sites and costs for certain functions and services performed by centralized ADP organizations and directly charged to the Company based on revenuesand headcount. Following the spin-off, the Company performs these functions using internal resources or purchased services, certain of which were providedby ADP during a transitional period that ended September 30, 2015 pursuant to the transition services agreement. Refer to Note 17 for further information onthe 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 ofthe expenses that would have been incurred if the Company had been a separate, independent entity and had otherwise managed these functions. Thefinancial statements of the Company include the following transactions with ADP or its affiliates:71Separation Costs. The financial statements of the Company include certain incremental costs that are directly attributable to the spin-off. Prior to thespin-off, separation costs were paid by ADP and allocated to the Company. These costs related to professional services and amounted to $34.6 million for theyear ended 2015 ("fiscal 2015"). The Company did not incur any separation costs during the years ended June 30, 2017 and June 30, 2016 ("fiscal 2017" and"fiscal 2016," respectively).Overhead Expenses. Prior to the spin-off, the financial statements of the Company included an allocation of certain general expenses of ADP and itsaffiliates, which were in support of the Company, including departmental costs for travel, procurement, treasury, tax, internal audit, risk management, realestate, benefits, and other corporate and infrastructure costs. The Company was allocated overhead costs related to ADP's shared functions of $7.1 million forfiscal 2015. The Company was not allocated any overhead costs related to ADP's shared functions following the spin-off. 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. Theallocation of travel department costs was based on the estimated percentage of travel directly related to the Company. The allocation of benefits was based onthe approximate benefit claims or payroll costs directly related to the Company as compared to ADP’s total claims and payroll costs. The allocation of realestate management costs was based on the estimated percentage of square footage of facilities for the Company's business that was managed by the ADPcorporate real estate department in relation to ADP’s total managed facilities. All other allocations were based on an estimated percentage of support stafftime 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 forlicensing fees associated with the use of the ADP trademark. The Company was charged trademark royalties of $5.7 million for fiscal 2015. The Company wasnot charged trademark royalty fees following the spin-off. These charges were included in selling, general and administrative expenses on the consolidatedand 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 sharedservices facility located in India. This facility provides services to the Company as well as to other ADP affiliates. The Company purchased $5.5 million ofservices from this facility for fiscal 2015. These functions were no longer outsourced to an ADP shared services facility following the spin-off. The charges forthese services were 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 itsaffiliates and notes payable to ADP and its affiliates were settled; therefore, there were no outstanding notes receivable from or payable to ADP and itsaffiliates in the accompanying consolidated balance sheets as of June 30, 2017 and 2016. Interest income on notes receivable from ADP and its affiliates was$0.2 million for fiscal 2015. The Company recorded interest income on notes receivable from ADP and its affiliates within other income, net on theconsolidated and combined statements of operations. Interest expense on notes payable to ADP and its affiliates was $0.2 million for fiscal 2015. TheCompany recorded interest expense on notes payable to ADP and its affiliates within interest expense on the consolidated and combined statements ofoperations. There was no interest income or interest expense under similar arrangements following the spin-off.Other Services. Prior to the spin-off, the Company received other services from ADP and its affiliates (e.g., payroll processing services). TheCompany was charged primarily at a fixed rate per employee per month for such payroll processing services. Expenses incurred for such services were $0.4million for fiscal 2015. The Company did not incur expenses for such services following the spin-off. These expenses were included in selling, general andadministrative expenses on the consolidated and combined statements of operations.72D. Spin-off Common Stock IssuedDuring the three months ended September 30, 2015, the Company became aware that 1.0 million shares of common stock were inadvertently issuedand distributed to ADP at the spin-off with respect to certain unvested ADP equity awards. The Company previously reported that 160.6 million shares wereissued in connection with the spin-off, which was overstated by 1.0 million shares. In addition, dividends paid to stockholders in fiscal 2015 were overstatedby $0.4 million. The Company assessed the materiality and concluded that the impact was not material to previously reported results of operations, financialcondition, 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 ofcommon stock effective as of September 30, 2014 and the Company recovered the $0.4 million of cumulative dividends paid on such shares, therebyincreasing the Company's retained earnings. The effects of these adjustments were reflected in the accompanying financial statements for fiscal 2016.Note 2. Summary of Significant Accounting PoliciesA. ConsolidationThe financial statements include the accounts of the Company and its wholly owned subsidiaries. In addition, the financial statements include theaccounts of Computerized Vehicle Registration, Inc. ("CVR") in which CDK holds a controlling financial or management interest. Intercompany transactionsand balances between consolidated CDK businesses have been eliminated.The Company's share of earnings or losses of non-controlled affiliates, over which the Company exercises significant influence (generally a 20% to50% ownership interest), are included in the consolidated and combined operating results using the equity method of accounting. Equity methodinvestments were not significant for fiscal 2017, 2016, and 2015.B. Business CombinationsThe purchase price allocations for acquisitions are based on estimates of the fair value of tangible and intangible assets acquired and liabilitiesassumed. The Company engages independent valuation specialists, when necessary, to assist with purchase price allocations and uses recognized valuationtechniques, including the income and market approaches, to determine fair value. Management makes estimates and assumptions in determining purchaseprice allocations and valuation analyses, which may involve significant unobservable inputs. The excess of the purchase price over the estimated fair valuesof the underlying assets acquired and liabilities assumed is allocated to goodwill. In certain circumstances, the determination of the purchase price andallocation to assets acquired and liabilities assumed are based upon preliminary estimates and assumptions. Accordingly, the allocation may be subject torevision during the measurement period, which may be up to one year from the acquisition date, when the Company receives final information, includingappraisals and other analyses. Measurement period adjustments are recorded to goodwill in the reporting period in which the adjustments to the provisionalamounts are determined.Assets acquired and liabilities assumed in business combinations are recorded on the Company’s consolidated balance sheets as of the respectiveacquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company are included in theCompany’s consolidated and combined statements of operations since their respective acquisition dates.C. RestructuringRestructuring expenses consist of employee-related costs, including severance and other termination benefits calculated based on long-standingbenefit practices and local statutory requirements, and contract termination costs. Restructuring liabilities are recognized at fair value in the period theliability is incurred. In some jurisdictions, the Company has ongoing benefit arrangements under which the Company records the estimated severance andother termination benefits when such costs are deemed probable and estimable, approved by the appropriate corporate management, and if actions required tocomplete the termination plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. In jurisdictionswhere there is not an ongoing benefit arrangement, the Company records estimated severance and other termination benefits when appropriate corporatemanagement has committed to the plan and the benefit arrangement is communicated to the affected employees. A liability for costs to terminate a contractbefore the end of its term is recognized at fair value when the Company terminates the contract in accordance with its terms. Estimates are evaluatedperiodically to determine whether an adjustment is required.73D. Revenue RecognitionThe Company recognizes software revenues in accordance with Accounting Standards Codification (“ASC”) 985-605, “Software - RevenueRecognition,” and non-software related revenue, including Software-as-a-Service (“SaaS”), in accordance with ASC 605, "Revenue Recognition" ("ASC605").The Company generates revenues from four categories: subscription, digital advertising, transactional services, and other. Taxes collected fromcustomers and remitted to governmental authorities are presented on a net basis; that is, such taxes are excluded from revenues.Subscription. In the RSNA and CDKI segments, CDK provides software and technology solutions for automotive retailers and original equipmentmanufacturers ("OEMs"), which includes:•Dealer Management Systems (“DMSs”) and layered applications, where the software may be installed onsite at the customer’s location, or hostedand provided on a SaaS basis, including ongoing maintenance and support;•Interrelated services such as installation, initial training, and data updates;•Websites, search marketing, and reputation management services (RSNA only); and•Hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists.Revenues for term licenses are recognized ratably over the software license term, as vendor-specific objective evidence of the fair values of theindividual elements in the sales arrangement does not exist. Revenue recognition commences at the installation dates, when customer acceptance hasoccurred, and collectability of a determinable amount is probable. In the case of hosted applications, the customer does not have the contractual right to takepossession of the software and the items delivered at the outset of the contract (e.g., installation, training, etc.) do not have value to the customer without thesoftware license and ongoing support and maintenance. Any upfront fees charged in the case of hosted arrangements are recognized ratably over the expectedbenefit period of the arrangement, typically five years. The unrecognized portion of these revenue elements is recorded as deferred revenue.Advertising services. In the ANA segment, the Company receives revenues from the placement of internet advertising for automotive retailers andOEMs. Advertising revenues are recognized when the services are rendered.Transaction revenues. In the RSNA segment, the Company receives fees per transaction for providing auto retailers interfaces with third parties toprocess credit reports, vehicle registrations, and automotive equity mining. Revenue is recognized at the time the services are rendered. Transaction revenuesare recorded in revenues gross of costs incurred for credit report processing, vehicle registrations, and automotive equity mining as the Company iscontractually responsible for providing the service, software, and/or connectivity to the customers, and therefore, the Company is the primary obligor underASC 605.Other. The Company provides consulting and professional services and sells hardware such as laser printers, networking and telephony equipment,and related items. These revenues are recognized upon their delivery or service completion.E. Income TaxesIncome tax expense is recognized for the amount of taxes payable or refundable for the current year. Deferred tax assets and liabilities are recognizedfor the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operatinglosses and tax credit carryforwards. Management must make assumptions, judgments, and estimates to determine the provision for income taxes, taxespayable or refundable, and deferred tax assets and liabilities. The Company's assumptions, judgments, and estimates take into consideration the realization ofdeferred tax assets and changes in tax laws or interpretations thereof. The Company's income tax returns are subject to examination by various tax authorities.A change in the assessment of the outcomes of such matters could materially impact the Company's consolidated and combined financial statements.The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. In determiningthe need for a valuation allowance, the Company considers future market growth, forecasted earnings, future taxable income, and prudent and feasible taxplanning strategies. In the event the Company determines that it is more likely than not that an entity will be unable to realize all or a portion of its deferredtax assets in the future, the Company would increase the valuation allowance and recognize a corresponding charge to earnings in the period in which such adetermination is made. Likewise, if the Company later determines that it is more likely than not that the deferred tax assets will74be realized, the Company would reverse the applicable portion of the previously recognized valuation allowance. In order to realize deferred tax assets, theCompany must be able to generate sufficient taxable income of the appropriate character in the jurisdictions in which the deferred tax assets are located.The Company recognizes tax benefits for tax positions that are more likely than not to be sustained upon examination by tax authorities. Theamount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognizedtax benefits are tax benefits claimed in the Company's income tax returns that do not meet these recognition and measurement standards. Assumptions,judgments, and the use of estimates are required in determining whether the "more likely than not" standard has been met when developing the provision forincome taxes.If certain pending tax matters settle within the next twelve months, the total amount of unrecognized tax benefits may increase or decrease for allopen tax years and jurisdictions. Audit outcomes and the timing of audit settlements are subject to significant uncertainty. The Company continuallyassesses the likelihood and amount of potential adjustments and adjusts the income tax provision, the current taxes payable and deferred taxes in the periodin which the facts that give rise to a revision become known.Prior to the spin-off, the Company computed the provision for income taxes under the Separate Return Method, which applies the accountingguidance for income taxes to the stand-alone financial statements "as if" the Company were a separate taxpayer and a stand-alone enterprise for the periodspresented. For tax periods prior to the spin-off, the Company’s operations were included in the income tax returns of ADP for United States ("U.S.") federalincome tax purposes and for certain consolidated, combined, unitary, or similar group filings for U.S. state and local and foreign tax jurisdictions. Subsequentto the spin-off, the Company files its own U.S. federal, state, and foreign income tax returns.F. Stock-Based CompensationCertain of the Company's employees (a) have been granted stock options to purchase shares of the Company’s common stock and (b) have beengranted restricted stock or restricted stock units under which shares of the Company's common stock vest based on the passage of time or achievement ofperformance and market conditions. The Company recognizes stock-based compensation expense in net earnings based on the fair value of the award on thedate of the grant. The Company determines the fair value of stock options issued using a binomial option-pricing model. The binomial option-pricing modelconsiders a range of assumptions related to volatility, dividend yield, risk-free interest rate, and employee exercise behavior. Expected volatilities utilized inthe binomial option pricing model are based on a combination of implied market volatilities and historical volatilities of peer companies. Similarly, thedividend yield is based on historical experience and expected future dividend payments. The risk-free rate is derived from the U.S. Treasury yield curve ineffect at the time of grant. The binomial option pricing model also incorporates exercises based on an analysis of historical data. The expected life of a stockoption 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 priceof the Company's common stock on the date of grant. The Company also grants performance-based awards that vest over a performance period. Certainperformance-based awards are further subject to adjustment (increase or decrease) based on a market condition defined as total shareholder return of theCompany’s common stock compared to a peer group of companies. The fair value of performance-based awards subject to a market condition is determinedusing a Monte Carlo simulation model. The principal variable assumptions utilized in determining the grant date fair value of performance-based awardssubject to a market condition include the risk-free rate, stock volatility, dividend yield, and correlations between the Company's stock price and the stockprices of the peer group of companies.Upon adoption of Accounting Standards Update ("ASU") 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to EmployeeShare-Based Payment Accounting" in fiscal 2017, the Company no longer estimates its forfeiture rate in order to record stock compensation expense. TheCompany now records the impact of forfeitures on stock compensation expense in the period the forfeitures occur.75G. Cash and Cash EquivalentsInvestment securities with an original maturity of three months or less at the time of purchase are considered cash equivalents. Prior to the spin-off,the Company participated in a centralized approach to cash management and financing of operations governed by ADP. The Company’s cash was availablefor use and was regularly “swept” by ADP. Transfers of cash both to and from ADP are reflected as a financing activity in the consolidated and combinedstatements of cash flows for fiscal 2015.H. Accounts Receivable, NetAccounts receivable, net is comprised of trade receivables and lease receivables, net of allowances. Trade receivables consist of amounts due to theCompany in the normal course of business, which are not collateralized and do not bear interest. Lease receivables primarily relate to sales-type leases arisingfrom the sale of hardware elements in bundled DMS or other integrated solutions. Lease receivables represent the current portion of the present value of theminimum lease payments at the beginning of the lease term. The long-term portion of the present value of the minimum lease payments is included withinother assets on the consolidated balance sheets. The Company considers lease receivables to be a single portfolio segment.The accounts receivable allowances for both trade receivables and lease receivables are estimated based on historical collection experience, ananalysis of the age of outstanding accounts receivable, and credit issuance experience. Receivables are considered past due if payment is not received by thedate agreed upon with the customer. Write-offs are made when management believes it is probable a receivable will not be recovered.I. Deferred CostsCosts to deliver services are expensed to cost of revenues as incurred with the exception of specific costs directly related to transition or installationactivities, including payroll-related costs for the Company's implementation and training teams, as well as commission costs for the sale. These costs aredeferred and expensed proportionately over the same period that deferred revenues are recognized as revenues. Deferred amounts are monitored regularly toensure appropriate asset and expense recognition. Current deferred costs classified within other current assets on the consolidated balance sheets were $94.4million and $104.0 million as of June 30, 2017 and 2016, respectively. Long-term deferred costs classified within other assets on the consolidated balancesheets were $115.0 million and $135.5 million as of June 30, 2017 and 2016, respectively.J. Funds Receivable and Funds Held for Clients and Client Fund ObligationsFunds receivable and funds held for clients represent amounts received or expected to be received from clients in advance of performing titling andregistration services on behalf of those clients. These amounts are classified within other current assets on the consolidated balance sheets. The total amountdue to remit for titling and registration obligations with the department of motor vehicles is recorded to client fund obligations which is classified as accruedexpenses and other current liabilities on the consolidated balance sheets. Funds receivable was $25.7 million and funds held for clients was $7.9 million as ofJune 30, 2017. Client fund obligation was $33.6 million as of June 30, 2017.In fiscal 2015, the Company entered into a two-year service agreement with ADP to provide cash collection and disbursement services for thebusiness which expired in September 2016. As such, the amounts were not significant as of June 30, 2016.K. Time DepositsFrom time to time, the Company enters into various time deposit agreements whereby certain funds on deposit with financial institutions may not bewithdrawn for a specified period of time. Time deposits with original maturity periods greater than three months are included within other current assets onthe consolidated balance sheets. There were no time deposits as of June 30, 2017 and 2016.L. Property, Plant and Equipment, NetProperty, plant and equipment, net is stated at cost and depreciated over the estimated useful lives of the assets using the straight-line method.Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful76lives of the improvements. The estimated useful lives of assets are primarily as follows:Buildings20 to 40 yearsFurniture and fixtures4 to 7 yearsData processing equipment2 to 5 yearsM. GoodwillThe Company tests goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value may not berecoverable. The Company tests goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or a component of an operatingsegment. In July 2016, the Company revised its reportable segments and reporting units due to changes in how the chief operating decision maker regularlyreviews information for purposes of allocating resources and assessing performance. Due to the change in organization structure, the Company expanded itsreporting units from three to five.The Company tests impairment by first comparing the fair value of each reporting unit to its carrying amount. If the carrying value for a reportingunit exceeds its fair value, the Company then compares the implied fair value of the Company's goodwill to the carrying amount in order to determine theamount of the impairment, if any.The Company estimates the fair value of the Company's reporting units by weighting the results from the income approach, which is the presentvalue of expected cash flows discounted at a risk-adjusted weighted-average cost of capital, and the market approach, which uses market multiples ofcompanies in similar lines of business. These valuation approaches require significant judgment and consider a number of factors including assumptionsabout the future growth and profitability of the Company's reporting units, the determination of appropriate comparable publicly traded companies in theCompany's industry, discount rates, and terminal growth rates.N. Impairment of Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not berecoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscountedfuture cash flows expected to be generated by the asset group. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment chargeis recognized for the amount by which the carrying amount exceeds the fair value.O. Internal Use SoftwareThe Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaininginternal use computer software. In addition, the Company’s policy also provides for the capitalization of certain payroll and payroll-related costs foremployees who are directly associated with the internal use computer software projects. The amount of capitalizable payroll costs with respect to theseemployees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance, and allother post-implementation stage activities are expensed as incurred. The Company also expenses internal costs related to minor upgrades and enhancements,as it is impracticable to separate these costs from normal maintenance activities. The Company amortizes internal use software typically over a three to fiveyear life.P. Computer Software to be Sold, Leased, or Otherwise MarketedThe Company’s policy provides for the capitalization of certain costs of computer software to be sold, leased, or otherwise marketed. TheCompany’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 beenconfirmed by testing. Costs incurred prior to the establishment of technological feasibility are expensed as incurred. The establishment of technologicalfeasibility 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.77Pursuant to this policy, the Company incurred expenses to research, develop, and deploy new and enhanced solutions of $150.0 million, $161.0million, and $170.1 million for fiscal 2017, 2016, and 2015, respectively. These expenses were classified within cost of revenues on the consolidated andcombined statements of operations.Q. Foreign CurrencyFor foreign subsidiaries where the local currency is the functional currency, net assets are translated into U.S. dollars based on exchange rates ineffect for each period, and revenues and expenses are translated at average exchange rates in the periods. Gains or losses from balance sheet translation ofsuch entities are included in accumulated other comprehensive income on the consolidated balance sheets. Currency transaction gains or losses relate tointercompany loans denominated in a currency other than that of the loan counterparty, which do not eliminate upon consolidation. Currency transactiongains or losses are included within other income, net on the consolidated and combined statements of operations.R. Fair Value MeasurementsFair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or mostadvantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used tomeasure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been establishedbased on three levels of inputs, of which the first two are considered observable and the last unobservable.•Level 1: Inputs that are based upon quoted prices in active markets for identical assets or liabilities.•Level 2: Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.•Level 3: Unobservable inputs where there is little or no market activity for the asset or liability. These inputs reflect management's best estimate ofwhat market participants would use to price the assets or liabilities at the measurement date.The Company determines the fair value of financial instruments in accordance with ASC 820, "Fair Value Measurements." This standard defines fairvalue and establishes 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-termnature of these instruments. The carrying value of the Company's term loan facilities (as described in Note 13), including accrued interest, approximates fairvalue based on the Company's current estimated incremental borrowing rate for similar types of arrangements. The approximate aggregate fair value of theCompany's senior notes as of June 30, 2017 and 2016 was $1,407.9 million and $748.5 million, respectively, based on quoted market prices for the same orsimilar instruments compared to a carrying value of $1,350.0 million and $750.0 million as of June 30, 2017 and 2016. The term loan facilities and the seniornotes are considered Level 2 fair value measurements in the fair value hierarchy.S. ConcentrationsThe Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company maintains deposits ina diversified group of financial institutions, has not experienced any losses to date, and monitors the credit ratings of the primary depository institutionswhere deposits reside.For fiscal 2017, 2016 and 2015, revenues to one customer represented approximately 11%, 11% and 10%, respectively, of the Company's revenues.Accounts receivable from this customer represented approximately 14% and 17% of the Company's accounts receivable as of June 30, 2017 and 2016,respectively. Revenues and accounts receivable from this customer were primarily generated by the ANA segment.78Note 3. New Accounting PronouncementsRecently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-09, "Compensation—Stock Compensation (Topic 718):Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 includes provisions to simplify several aspects of accounting for share-basedpayment transactions, including income tax consequences, accounting for forfeitures, classification of awards as either equity or liability, and classificationon the statement of cash flows. ASU 2016-09 includes a requirement that the tax effect related to the settlement of share-based awards be recorded withinincome tax expense or benefit in the income statement. The simplification of income tax accounting for share-based payment transactions also impacts thecomputation of weighted-average diluted shares outstanding under the treasury stock method. ASU 2016-09 is effective for fiscal years, and interim reportingperiods within those years, beginning after December 15, 2016, with early adoption permitted. The Company elected to adopt ASU 2016-09 during the threemonths ended September 30, 2016 and the impact of the adoption resulted in the following:•The Company elected to account for forfeitures of stock-based compensation awards when they occur. This adoption did not have a material impacton the Company's consolidated results of operations, financial condition, or cash flows.•The Company recorded a tax benefit of $13.1 million within provision for income taxes for the twelve months ended June 30, 2017 related to excesstax benefits on stock options, restricted stock, and restricted stock units. Prior to adoption, the tax effect of share-based awards would have beenrecognized in additional paid-in capital. This change will result in increased volatility in the Company's effective tax rate.•In addition, ASU 2016-09 modifies the classification of certain share-based payment activities within the statements of cash flows. Under ASU 2016-09, excess tax benefits from share-based arrangements are classified within cash flow from operations, rather than as cash flow from financingactivities. The Company applied this provision on a prospective basis and the prior period statement of cash flows were not adjusted.In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When theTerms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues TaskForce)." ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as aperformance condition. ASU 2014-12 is effective for annual, and interim periods within those annual periods, beginning after December 15, 2015. TheCompany adopted ASU 2014-12 during the three months ended September 30, 2016. This adoption did not have a material impact on the Company'sconsolidated results of operations, financial condition, or cash flows.Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other.” ASU 2017-04 simplifies the accounting for goodwillimpairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairmentwill now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 iseffective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. The adoption of ASU 2017-04 is notexpected to have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.In November 2016, the FASB issued ASU 2016-18, “Restricted Cash.” ASU 2016-18 clarifies cash flow presentation for restricted cash. ASU 2016-18 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2017. The adoption of ASU 2016-18 will nothave a material impact on the Company's consolidated statements of cash flows.In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230).” ASU 2016-15 addresseseight specific cash flow issues where there is diversity in practice in how these certain cash receipts and cash payments are presented and classified in thestatements of cash flows. ASU 2016-15 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2017.The adoption of ASU 2016-15 will not have a material impact on the Company's consolidated statements of cash flows.79In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 requires that lessees recognize right-of-use assets and leaseliabilities for any lease classified as either a finance or operating lease that is not considered short-term. The accounting applied by lessors is largelyconsistent with the existing lease standard. ASU 2016-02 is effective for fiscal years, and interim reporting periods within those years, beginning afterDecember 15, 2018. The Company has obligations under lease agreements for facilities and equipment, which are classified as operating leases under theexisting lease standard. While the Company is still evaluating the impact that ASU 2016-02 will have on the consolidated results of operations, financialcondition, or cash flows, the Company's financial statements will reflect an increase in both assets and liabilities due to the requirement to recognize right-of-use assets and lease liabilities on the consolidated balance sheets for its facility and equipment leases. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entitiesto use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specificguidance. ASU 2014-09 requires an entity to recognize revenue depicting the transfer of goods or services to customers in an amount that reflects theconsideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will also result in enhanced revenue relateddisclosures. The guidance permits two methods of adoption: 1) retrospectively to each prior reporting period presented (full retrospective), or 2)retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective). In July2015, the FASB deferred 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, the standard and subsequent amendments thereto, will be effective for fiscal years, and interimreporting periods within those years, beginning after December 15, 2017.In fiscal 2017, the Company established a cross-functional implementation team to evaluate the impact of the new standard on its revenue contractsincluding reviewing current accounting policies, evaluating new disclosure requirements, identifying appropriate changes to business processes, informationtechnology systems, and internal controls to support revenue recognition, and disclosure under the new guidance. The Company has made significantprogress in its qualitative assessment of the impact of the new revenue recognition standard; however, efforts to quantify the impact upon adoption remainongoing.The Company has concluded that it will adopt this standard on a modified retrospective basis, which will result in a cumulative effect adjustment toretained earnings when the standard is adopted on July 1, 2018. While the Company continues to evaluate the impact of ASU 2014-09, and related ASUs, onits consolidated results of operations, financial condition, or cash flows, the following determinations have been made:•Under the current accounting guidance for software, ASC 985-605, revenues for onsite licenses are recognized ratably over the software license term,as CDK lacks vendor-specific objective evidence of the fair values of the individual elements of the sales arrangement; however, upon adoption ofASC 606 revenues may be recognized upon installation of onsite software based on estimated standalone selling price at the time of the sale. Thiswill result in a cumulative adjustment (an increase) to beginning retained earnings, for which management is completing our evaluation andquantifying the impact.•Aside from revenues for onsite software licenses discussed above, the Company currently accounts for the majority of its revenues, including SaaSand other service arrangements under ASC 605. Under both the existing revenue standard, ASC 605, and the new standard pending adoption, ASC606, the revenue for ongoing services will be recognized ratably over the term of arrangement; however, management is currently evaluating theimpact of other aspects of the standard, including variable consideration.•In ASC 340, the FASB provides guidance for contract costs that require capitalization and subsequent amortization - costs to obtain a customercontract, and costs to fulfill the contract, which for CDK consists primarily of direct sales commissions and implementation costs of servicearrangements. The adoption of the new standard may result in an increase in the costs deferred and amortized over the economic life of the contract.Note 4. Acquisitions and DivestitureAcquisitionsAuto/Mate Dealership SystemsIn May 2017, the Company entered into a definitive agreement to acquire Auto/Mate Dealership Systems, a privately held company that provides asuite of DMS products and solutions. The transaction is subject to regulatory approval. During80fiscal 2017, the Company incurred $0.7 million of costs related to the pending acquisition which are included in selling, general and administrativeexpenses.RedBumper, LLC and NewCarIQ, LLCOn February 1, 2016, the Company acquired certain assets of RedBumper, LLC and NewCarIQ, LLC, providers of technology solutions for new andused car pricing. The Company had a pre-existing relationship with these entities under which CDK was a reseller of their products. The acquisitions weremade pursuant to asset purchase agreements, which contain customary representations, warranties, covenants, and indemnities by the sellers and theCompany. The acquisition date fair value of total consideration to be transferred was $32.4 million, which consists primarily of an initial cash price of $17.7million and a liability for contingent consideration of $14.3 million. Contingent consideration payments occurring within three months following theacquisition date were classified within investing activities on the statement of cash flows; subsequent payments were included within financing activities.Accordingly, $0.4 million of contingent consideration payments made during the three months following the acquisition date were included in investingactivities as cash paid for the acquisitions. The minimum contingent consideration payable under the asset purchase agreements is $14.7 million and ispayable in installments over a four-year period; there is no maximum payment amount. The Company funded the initial payment with cash on hand.The fair value of acquired software intangible assets and other assets was $15.0 million and $0.6 million, respectively. The excess of the acquisitionconsideration over the fair value of the acquired assets of $16.8 million was allocated to goodwill. The acquired assets and goodwill are included in theRSNA segment. The software intangible assets will be amortized over a weighted-average useful life of 8 years. The goodwill recognized from theseacquisitions reflects expected synergies resulting from direct ownership of the products and processes, allowing greater flexibility for future productdevelopment and bundling, as opposed to licensing these products for sale. The acquired goodwill is deductible for tax purposes.AVRS, Inc.On April 2, 2015, the Company, through its majority owned subsidiary, CVR, acquired AVRS, Inc. ("AVRS"), a provider of electronic vehicleregistration software in California. The acquisition was made pursuant to an agreement of merger, which contains customary representations, warranties,covenants, and indemnities by the sellers and CVR. CVR acquired all of the outstanding stock of AVRS for an initial cash purchase price of $36.6 million,net of cash acquired of $4.4 million.During fiscal 2016, the Company recognized a measurement period adjustment related to the acquisition of AVRS that resulted in a $3.0 millionreduction of goodwill.DivestitureThe Company evaluates its businesses periodically in order to improve efficiencies in its operations and focus on the more profitable lines ofbusiness. On May 21, 2015, the Company sold its internet sales leads business, which was comprised of Dealix Corporation and Autotegrity, Inc., andoperated in the RSNA segment. The Company did not have significant continuing involvement following the sale. The sale of the internet sales leadsbusiness unit did not constitute a strategic shift that will have a major effect on the Company’s financial results and business activities. Accordingly, thisdisposal did not qualify for discontinued operations presentation. As a result of the sale, the Company recognized a loss of $0.8 million in selling, generaland administrative expenses on the consolidated and combined statement of operations in fiscal 2015.The following table summarizes revenues and earnings before taxes for the internet sales leads business unit: June 30, 2015Revenues$46.2Earnings before income taxes (1)2.5(1) Earnings before income taxes for the fiscal year ended June 30, 2015 includes the loss of $0.8 million.Note 5. RestructuringDuring the fiscal year ended June 30, 2015, the Company initiated a three-year business transformation plan intended to81increase operating efficiency and improve the Company's cost structure within its global operations. The business transformation plan is expected to producesignificant benefits in the Company's long-term business performance. As the Company executes the business transformation plan, the Company continuallymonitors, evaluates and refines its structure, including its design, goals, term and estimate of total restructuring expenses. As part of this process, during fiscal2017, the Company extended the business transformation plan by one year through the fiscal year ending June 30, 2019 ("fiscal 2019"), and updated itsestimate of total restructuring expenses under the business transformation plan to approximately $70.0 million through fiscal 2019.Restructuring expenses associated with the business transformation plan included employee-related costs, which represent severance and othertermination-related benefits calculated based on long-standing benefit practices and local statutory requirements, and contract termination costs, whichinclude costs to terminate facility leases. The Company recognized $18.4 million, $20.2 million, and $2.4 million of restructuring expenses for fiscal 2017,2016 and 2015, respectively. Since the inception of the business transformation plan in fiscal 2015, the Company has recognized cumulative restructuringexpenses of $41.0 million. Restructuring expenses are presented separately on the consolidated and combined statements of operations. Restructuringexpenses are recorded in the Other segment, as these initiatives are predominantly centrally directed and are not included in internal measures of segmentoperating performance.Accruals for restructuring expenses were included within accrued expenses and other current liabilities on the consolidated balance sheets as ofJune 30, 2017 and 2016. The following table summarizes the fiscal 2017 and 2016 activity for the restructuring accrual: Employee-Related Costs Contract Termination Costs TotalBalance as of June 30, 2015$2.4 $— $2.4Charges17.7 2.9 20.6Cash payments(10.6) (2.0) (12.6)Adjustments(0.4) — (0.4)Foreign exchange(0.1) — (0.1)Balance as of June 30, 20169.0 0.9 9.9Charges14.5 4.8 19.3Cash payments(16.5) (3.0) (19.5)Adjustments(0.6) (0.3) (0.9)Balance as of June 30, 2017$6.4 $2.4 $8.8Note 6. Stock-Based CompensationIncentive Equity Awards Converted from ADP AwardsOn October 1, 2014, ADP's outstanding equity awards for employees of the Company were converted into equity awards of CDK at a ratio of 2.757CDK equity awards for every ADP equity award held immediately prior to the spin-off. The converted equity awards have the same terms and conditions asthe 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-basedrestricted shares, and 0.2 million performance-based restricted shares upon completion of the conversion of existing ADP equity awards into the Company'sequity awards. As the conversion was considered a modification of an award in accordance with ASC 718, "Compensation - Stock Compensation," theCompany 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 incrementalcompensation cost. The fair values immediately prior to and after the spin-off were estimated using a binomial option-pricing model. The conversion resultedin an increase in the fair value of the awards by $1.4 million, which was recognized in full as of June 30, 2016.82Incentive Equity Awards Granted by the CompanyThe 2014 Omnibus Award Plan ("2014 Plan") provides for the granting of incentive stock options, nonqualified stock options, stock appreciationrights, restricted stock, restricted stock units, other stock-based awards, and performance compensation awards to employees, directors, officers, consultants,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 bereserved for issuance and is effective for a period of ten years. As of June 30, 2017, there were 6.6 million shares available for issuance under the 2014 Planafter considering awards granted by the Company and converted as a result of the spin-off from ADP. In fiscal 2016, the Company began reissuing treasurystock to satisfy issuances of common stock upon option exercise or vesting.Prior to the spin-off, all employee equity awards (stock options and restricted stock) were granted by ADP. All subsequent awards, including allincentive equity awards converted from ADP awards, were granted under the 2014 Plan. The Company recognizes stock-based compensation expenseassociated with employee equity awards in net earnings based on the fair value of the awards on the date of grant. Effective July 1, 2016, the Companyadopted ASU 2016-09. Upon adoption, the Company made an accounting policy election to account for forfeitures as they occur rather than apply anestimated forfeiture rate. See Note 2 for additional details regarding the adoption of ASU 2016-09. Stock-based compensation primarily consisted of thefollowing: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 dateof grant. Stock options are issued under a graded vesting schedule with a term of ten years. Compensation expense is measured based on the fair value of thestock option on the grant date and recognized over the requisite service period for each separately vesting portion of the stock option award. Upontermination of employment, unvested stock options are evaluated for forfeiture or modification, subject to the terms of the awards and Company policies.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. Upon termination of employment, unvested awards are evaluated for forfeiture or modification, subject to the terms of the awards andCompany policies.Time-based restricted stock cannot be transferred during the vesting period. Compensation expense related to the issuance of time-based restrictedstock is measured based on the fair value of the award on the grant date and recognized on a straight-line basis over the vesting period. Employees areeligible to receive dividends on the shares awarded under the time-based restricted stock program during the restricted period.Time-based restricted stock units are primarily settled in cash, but may also be settled in stock. Compensation expense related to the issuance oftime-based restricted stock units is recorded over the vesting period, and is initially based on the fair value of the award on the grant date. Cash settled, time-based restricted stock units are subsequently remeasured at each reporting date during the vesting period to the current stock value. No dividend equivalentsare paid on units awarded under the time-based restricted stock unit program during the restricted period.Performance-Based Restricted Stock Units. Performance-based restricted stock units generally vest over a three-year performance period. In fiscal2017, an additional one-time grant of performance-based restricted stock was made which will vest at the end of the fiscal year ending June 30, 2020 ("fiscal2020"). Under these programs, the Company communicates "target awards" at the beginning of the performance period with possible payouts at the end of theperformance period ranging from 0% to 250% of the "target awards." Certain performance-based awards are further subject to adjustment (increase ordecrease) based on a market condition defined as total shareholder return of the Company's common stock compared to a peer group of companies. Theprobability associated with the achievement of performance conditions affects the vesting of the Company's performance-based awards. Expense is onlyrecognized for those shares expected to vest. Upon termination of employment, unvested awards are evaluated for forfeiture or modification, subject to theterms of the awards and Company policies.Performance-based restricted stock units are settled in either cash or stock, depending on the employee’s home country, and cannot be transferredduring the vesting period. Compensation expense related to the issuance of performance-based restricted stock units settled in cash is recorded over thevesting 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 stockvalue during the performance period, based upon the probability that the performance target will be met. Compensation expense related to the issuance ofperformance-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. Prior tosettlement, dividend equivalents are earned on "target awards" under the performance-based restricted stock unit program.83The following table represents stock-based compensation expense and the related income tax benefits for fiscal 2017, 2016, and 2015, respectively: June 30, 2017 2016 2015Cost of revenues$6.3 $6.2 $7.8Selling, general and administrative expenses49.1 30.2 22.6Total pre-tax stock-based compensation expense$55.4 $36.4 $30.4 Income tax benefit$19.4 $12.9 $10.1Stock-based compensation expense for fiscal 2017 consisted of $46.8 million of expense related to equity-classified awards and $8.6 million ofexpense related to liability-classified awards. Stock-based compensation expense for fiscal 2017 includes $11.9 million of expense due to a cumulativeadjustment in the fourth quarter based on management's assessment that it is probable CDK's performance metrics for fiscal year ending June 30, 2018 ("fiscal2018") associated with performance-based restricted stock units will exceed the target. Additionally, there was $3.1 million of incremental stock-basedcompensation expense for awards that were modified or expense recognition was accelerated related to an officer's departure in fiscal 2017. Stock-basedcompensation expense for fiscal 2016 consisted of $31.4 million of expense related to equity-classified awards and $5.0 million of expense related toliability-classified awards. Stock-based compensation expense for fiscal 2016 includes $3.5 million of incremental stock-based compensation expense forawards that were modified or expense recognition was accelerated related to the Transition and Release Agreement entered into with Mr. Anenen on February2, 2016. Stock-based compensation expense for fiscal 2015 consisted of $17.5 million of expense related to equity-classified awards, $7.5 million of expenserelated to liability-classified awards, and $5.4 million of expense allocated from ADP during fiscal 2015 prior to the spin-off.As of June 30, 2017, the total unrecognized compensation cost related to non-vested stock options, restricted stock units, and restricted stock awardswas $3.3 million, $38.8 million, and $11.7 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of2.2 years, 1.9 years, and 1.4 years, respectively.The activity related to the Company's incentive equity awards for fiscal 2017 consisted of the following:Stock Options Numberof Options(in thousands) Weighted-AverageExercise Price(in dollars) Weighted-AverageRemaining ContractualLife (in years) Aggregate IntrinsicValue (in millions)Options outstanding as of June 30, 20161,594 $27.64 Options granted419 58.94 Options exercised(654) 22.52 Options canceled(49) 55.11 Options outstanding as of June 30, 20171,310 $39.70 7.1 $29.3 Exercisable as of June 30, 2017643 $28.09 5.8 $21.6The Company received proceeds from the exercise of stock options of $14.7 million, $6.7 million, and $9.8 million during fiscal 2017, 2016, and2015 respectively. The aggregate intrinsic value of stock options exercised during fiscal 2017, 2016, and 2015 was approximately $26.0 million, $12.4million, and $17.5 million, respectively.84Time-Based Restricted Stock and Time-Based Restricted Stock Units Restricted Stock Restricted Stock Units Number of Shares(in thousands) Weighted-AverageGrant Date Fair Value(in dollars) Number of Units(in thousands) Weighted-AverageGrant Date Fair Value(in dollars)Non-vested restricted shares/units as of June 30, 2016616 $40.93 271 $53.09Restricted shares/units granted310 58.48 97 58.26Restricted shares/units vested(370) 33.17 (143) 36.88Restricted shares/units forfeited(59) 51.04 (11) 48.34Non-vested restricted shares/units as of June 30, 2017497 $53.98 214 $66.17Performance-Based Restricted Stock Units Restricted Stock Units Number of Units(in thousands) Weighted-AverageGrant Date Fair Value(in dollars)Non-vested restricted units as of June 30, 2016476 $55.63Restricted units granted453 62.89Dividend equivalents8 55.40Restricted units vested(166) 46.10Restricted units forfeited(29) 57.66Non-vested restricted units as of June 30, 2017742 $65.41In fiscal 2017, two grants of performance-based stock units were made which will vest at the end of fiscal 2019 and 2020.The Monte Carlosimulation model used to determine the grant date fair value of each grant based on an average historical stock price volatility for the Company and the peercompanies of 32.2% and 31.9% and a risk-free interest rate of 0.9% and 1.0% for the grants vesting at the end of fiscal 2019 and 2020, respectively. Becausethese awards earn dividend equivalents, the model did not assume an expected dividend yield.The following table presents the assumptions used to determine the fair value of the stock options granted by the Company following the spin-off,and converted from ADP awards to CDK awards at the time of the spin-off: Fiscal 2015 Fiscal 2017Fiscal 2016 Post Spin-Off Spin-OffConversionRisk-free interest rate1.4%1.8% 1.6% 1.1%Dividend yield0.9%0.9% 1.1% 1.1%Weighted-average volatility factor24.5%24.7% 25.6% 23.9%Weighted-average expected life (in years)6.36.3 6.3 3.4Weighted-average fair value (in dollars)$13.90$12.55 $10.24 $12.50Note 7. Employee Benefit PlansDefined Contribution Savings Plan. The Company's Board of Directors approved a CDK-sponsored defined contribution plan covering eligible full-time domestic employees of the Company after the spin-off date. This plan provides company matching contributions on a portion of employeecontributions. In addition, this plan includes a transitional contribution for certain employees who were previously eligible to participate under ADP'sdomestic defined benefit plan since the Company did not adopt a similar plan. The costs recorded by the Company for this plan were $18.7 million, $18.9million and $12.4 million for fiscal 2017, 2016 and 2015, respectively.85Prior to the spin-off, most domestic employees were covered under ADP's defined contribution plan. This 401(k) plan provided company matchingunder various formulas. Costs allocated to the Company for domestic associates for fiscal 2015 prior to the spin-off were $4.0 million, respectively.International Benefit Plans. The Company’s foreign subsidiaries have benefit plans that cover certain international employees. To the extentrequired by local statutory laws, the Company funds these benefit plans through periodic contributions under statutorily prescribed formulas. The Company’sexpense for these plans was approximately $14.8 million, $14.1 million, and $12.9 million for fiscal 2017, 2016, and 2015, respectively. Note 8. Income TaxesTax 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 thespin-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 anyincome 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 allpre spin-off periods as well as any taxes arising from transactions effected to consummate the spin-off, and the Company generally is required to indemnifyADP 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'soperations 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 inrespect 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'sequity securities (excluding the spin-off), (ii) other actions or failures to act by the Company, or (iii) any of the Company's representations or undertakingsreferred to in the tax matters agreement being incorrect or violated. ADP will generally be required to indemnify the Company for any tax resulting from thespin-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 equitysecurities, (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 beingincorrect or violated.The Company recognized receivables from ADP of $1.0 million and $1.1 million as of June 30, 2017 and 2016, respectively, and payables to ADPof $1.2 million and $1.6 million as of June 30, 2017 and 2016, respectively, under the tax matters agreement. In accordance with the tax matters agreement,the Company recognized a net gain of $2.6 million in fiscal 2016 in other income, net in the consolidated statement of operations associated with anindemnification receivable from ADP for pre spin-off tax periods and a net loss of $1.1 million in fiscal 2015 in other income, net in the consolidated andcombined statement of operations associated with an indemnification payable to ADP for pre spin-off tax refunds. Provision for Income TaxesPrior to the spin-off, the provision for income taxes and the income tax balances were calculated as if the Company filed income tax returns separatefrom ADP. Subsequent to the spin-off, the provision for income tax and income tax balances represent the Company's income tax liabilities as an independentcompany.Earnings before income taxes presented below is based on the geographic location to which such earnings were attributable. June 30, 2017 2016 2015 Earnings before income taxes: U.S.$324.9 $293.1 $224.7 Foreign110.4 76.0 75.2 $435.3 $369.1 $299.986The provision (benefit) for income taxes consisted of the following components: June 30, 2017 2016 2015 Current: Federal$69.6 $84.9 $104.6 Foreign27.5 24.5 18.3 State14.8 16.5 16.0 Total current111.9 125.9 138.9 Deferred: Federal17.0 (3.3) (19.2) Foreign2.0 1.3 (2.3) State1.9 (1.6) (3.8) Total deferred20.9 (3.6) (25.3) Total provision for income taxes$132.8 $122.3 $113.6A reconciliation between the Company’s effective tax rate and the U.S. federal statutory rate is as follows: June 30, 2017 % 2016 % 2015 %Provision for taxes at U.S. statutory rate$152.4 35.0 % $129.2 35.0 % $105.0 35.0 %Increase (decrease) in provision from: State taxes, net of federal benefit10.8 2.5 % 9.7 2.6 % 8.8 2.9 %Stock compensation - excess tax benefits(12.0) (2.8)% — — % — — %Noncontrolling interest(2.0) (0.5)% (2.5) (0.7)% (2.8) (0.9)%Foreign tax rate differential(12.4) (2.8)% (7.8) (2.1)% (4.3) (1.4)%U.S. tax on foreign earnings1.1 0.3 % 0.8 0.2 % — — %Foreign tax credits(1.9) (0.4)% (1.5) (0.4)% (1.7) (0.6)%Resolution of tax matters— — % — — % (3.4) (1.1)%Non-deductible separation costs— — % — — % 7.8 2.6 %Tax law changes— — % — — % 4.6 1.5 %Capital losses— — % — — % (29.2) (9.7)%Valuation allowances0.8 0.2 % 1.1 0.3 % 27.1 9.0 %Domestic production activities deduction(4.2) (1.0)% (6.4) (1.7)% — — %Pre spin-off tax return adjustments— — % (0.4) (0.1)% 0.5 0.2 %Other0.2 — % 0.1 — % 1.2 0.4 %Provision for income taxes$132.8 30.5 % $122.3 33.1 % $113.6 37.9 %During fiscal 2017, the effective tax rate was favorably impacted by excess tax benefits associated with adopting ASU 2016-09 effective July 1,2016 as described in Note 2.During fiscal 2015, the Company incurred non-deductible separation costs which unfavorably impacted the effective tax rate.On December 19, 2014, the Tax Increase Prevention Act of 2014 was signed into law. Among the changes included in the law was a provisionallowing for additional first year depreciation for assets placed into service during calendar year 2015, commonly known as "bonus depreciation." The bonusdepreciation provision related to pre spin-off tax periods for which ADP was entitled under the tax law and in accordance with the tax matters agreement toclaim additional tax depreciation for assets associated with the Company's business. During fiscal 2015, the Company recorded tax expense of $4.6 millionto adjust deferred taxes for the additional tax depreciation to be taken by ADP in pre spin-off tax periods.87The balance sheet classification and significant components of deferred income tax assets and liabilities are as follows: June 30, 2017 2016 Classification: Long term deferred tax assets (included in other assets)$22.1 $23.9Long term deferred tax liabilities (included in deferred income taxes)(65.9) (46.9) Net deferred tax liabilities$(43.8) $(23.0) Components: Deferred tax assets: Accrued expenses$13.9 $15.4Compensation and benefits46.1 57.7Deferred revenue53.8 57.6Net operating losses10.5 13.5Capital losses28.8 28.7 153.1 172.9 Less: valuation allowances(35.1) (34.3) Net deferred tax assets118.0 138.6 Deferred tax liabilities: Deferred expenses64.9 76.6Property, plant and equipment and intangible assets92.1 76.5Prepaid expenses2.6 5.9Other2.2 2.6 Deferred tax liabilities161.8 161.6 Net deferred tax liabilities$(43.8) $(23.0)Undistributed foreign earnings that the Company intends to indefinitely reinvest, and for which no taxes have been provided, aggregated toapproximately $57.4 million and $166.4 million as of June 30, 2017 and 2016, respectively. During fiscal 2017, the Company underwent an internal legalentity reorganization resulting in a deemed distribution of foreign earnings for U.S. tax purposes of $172.8 million. The tax provision impact of the deemeddistribution, net of foreign tax credits, is immaterial. The remaining foreign earnings are considered indefinitely reinvested since the Company's intent is touse these earnings outside of the U.S. to fund local working capital needs and future foreign investments, including potential acquisitions, and the U.S. canmeet its cash needs without repatriation of foreign cash.During fiscal 2016, the Company concluded that $31.6 million of prior year earnings of certain foreign subsidiaries were no longer consideredindefinitely reinvested and recognized income tax expense of $0.8 million for the associated foreign withholding and U.S. income taxes, net of foreign taxcredits. The foreign earnings identified for repatriation during the third quarter of fiscal 2016 in order to manage worldwide cash in a tax-efficient mannerwere repatriated to the U.S. during the fourth quarter of fiscal 2016.The Company had federal net operating losses of approximately $0.1 million as of June 30, 2017 which expire in 2022. The Company had federalcapital losses of $75.4 million which expire in 2020 and state capital losses of $75.4 million which expire in 2020 through 2030. The Company had foreignnet operating loss carryforwards of approximately $38.4 million as of June 30, 2017, of which $5.9 million expires in 2018 through 2023 and $32.5 millionhas an indefinite carryforward period.Valuation AllowanceThe Company recorded valuation allowances of $35.1 million and $34.3 million as of June 30, 2017 and 2016, respectively, because the Companyhas concluded it is more likely than not that it will be unable to utilize net operating and capital loss carryforwards of certain subsidiaries to offset futuretaxable earnings. As of each reporting date, the Company’s management considers new evidence, both positive and negative, which could impactmanagement’s view with regard to future realization of deferred tax assets.88During fiscal 2017, the valuation allowance balance was decreased by $1.1 million for a Canadian valuation allowance adjustment based onpositive evidence which indicated that the foreign loss carryforward would be utilized prior to expiration. The company concluded the deferred tax assetwould be realizable based on a three-year cumulative profit position and forecasts of future year pre-tax income.During fiscal 2016, the Company determined that sufficient positive evidence did not exist to realize certain foreign deferred tax assets. Based on athree-year cumulative loss position and forecasts of future year pre-tax income, the Company increased the valuation allowance by $1.1 million in relation tothese deferred tax assets. The valuation allowance for 2017 and 2016 was also adjusted for current year deferred tax movements and foreign currencytranslation.During fiscal 2015, based on achieving three years of cumulative pre-tax income and forecasts of future pre-tax income, management determinedthat sufficient positive evidence existed to conclude that it is more likely than not that certain non-U.S. tax losses were realizable, and therefore, recorded taxbenefits to adjust the valuation allowance by $2.7 million. In addition, tax expense was recorded to increase the deferred tax valuation allowance in fiscal2015 by $29.2 million for capital losses realized on the internet sales leads business disposition. The Company concluded a full valuation allowance againstthe capital losses was necessary due to the short carryforward period and limitations on the Company's ability to utilize the losses to offset income. The netimpact of the adjustments related to the deferred tax valuation allowance and the capital losses realized on the internet sales leads business disposition areincluded in the fiscal 2015 effective tax rate reconciliation. The valuation allowance for fiscal 2015 was also impacted by foreign currency translation.Income tax payments, net of refunds were $120.3 million, $109.4 million, and $120.8 million for fiscal 2017, 2016, and 2015, respectively. Theincome tax payments exclude payments made by ADP prior to the spin-off on behalf of the Company as these amounts are recorded within group equity inthe historical combined financial statements. Income tax payments paid by ADP on behalf of the Company were $20.3 million for fiscal 2015.Unrecognized Income Tax BenefitsAs of June 30, 2017, 2016, and 2015, the Company had unrecognized income tax benefits of $6.4 million, $4.7 million, and $1.9 million,respectively, of which $4.8 million, $3.6 million, and $1.6 million, respectively, would impact the effective tax rate, if recognized. The remainder, ifrecognized, would principally affect deferred taxes.A roll-forward of unrecognized tax benefits is as follows: June 30, 2017 2016 2015 Beginning of the year balance$4.7 $1.9 $0.2 Additions for current year tax positions1.0 1.9 0.6 Additions for tax positions of prior years1.2 1.1 1.1 Reductions for tax positions of prior years— (0.1) — Settlement with tax authorities(0.2) — — Expiration of the statute of limitations(0.2) — — Impact of foreign exchange rate fluctuations(0.1) (0.1) — End of year balance$6.4 $4.7 $1.9During fiscal 2017, 2016, and 2015, the Company increased its net unrecognized income tax benefits by $1.7 million, $2.8 million, and $1.7million, respectively, based on information that indicated the extent to which certain tax positions were more likely than not to be sustained. Penalties andinterest expense associated with uncertain income tax positions have been recorded in the provision for income taxes on the consolidated and combinedstatements of operations. Penalties and interest incurred during fiscal 2017, 2016, and 2015 were not significant. As of June 30, 2017 and 2016, the Companyhad an insignificant amount of accrued penalty and interest associated with uncertain tax positions, which was included within other liabilities on theconsolidated balance sheets.The Company conducts business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state, local and foreignjurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The tax years currently under examination varyby jurisdiction. The Company is currently under examination by the U.S. Internal Revenue Service ("IRS") for the tax year ending June 30, 2015. TheCompany regularly considers the likelihood of assessments in each of the jurisdictions resulting from examinations. The Company has established a liabilityfor89unrecognized income tax benefits which it believes to be adequate in relation to the potential assessments. Once established, the liability for unrecognizedtax benefits is adjusted when there is more information available, when an event occurs necessitating a change, or the statute of limitations for the relevanttaxing authority to examine the tax position has expired.During fiscal 2017, the IRS began an employment tax audit covering calendar years 2014 through 2016. The Company has assessed the estimatedliability of a potential assessment and recorded a liability as of June 30, 2017. The Company anticipates the audit and any related assessments to be finalizedin fiscal 2018.Income tax-related examinations currently in progress in which the Company has significant business operations are as follows:Tax Jurisdictions Fiscal Years EndedU.S. (IRS) 6/30/2015New Jersey 6/30/2008 thru 6/30/2011Canada 6/30/2012 thru 6/30/2014Kuwait 6/30/2013 thru 6/30/2015Spain 6/30/2011Italy 6/30/2015Based on the possible outcomes of the Company's tax audits and expiration of the statute of limitations, it is reasonably possible that the liability foruncertain tax positions will change within the next twelve months. The associated net tax impact on the effective tax rate is estimated to be a $1.7 million taxbenefit, with minimal cash payments.Although the final resolution of the Company's tax disputes is uncertain, based on current information, the resolution of tax matters is not expectedto have a material effect on the Company's consolidated financial condition, liquidity, or results of operations. However, an unfavorable resolution couldhave a material impact on the Company’s consolidated financial condition, liquidity, or results of operations in the periods in which the matters areultimately resolved.Note 9. Earnings per ShareThe numerator for both basic and diluted earnings per share is net earnings attributable to CDK. The denominator for basic and diluted earnings pershare is based upon the number of weighted-average shares of the Company's common stock outstanding during the reporting periods. Diluted earnings pershare also reflects the dilutive effect of unexercised in-the-money stock options and unvested restricted stock. On September 30, 2014, ADP stockholders ofrecord as of the close of business on September 24, 2014 received one share of the Company's common stock for every three shares of ADP common stockheld as of the record date. For periods ended September 30, 2014 and prior, basic and diluted earnings per share were computed using the number of shares ofthe Company's stock outstanding on September 30, 2014, the date on which the Company's common stock was distributed to the stockholders of ADP.Holders of certain stock-based compensation awards are eligible to receive dividends as described in Note 6. Net earnings allocated to participatingsecurities were not significant for fiscal 2017, 2016 and 2015.90The following table summarizes the components of basic and diluted earnings per share. June 30, 2017 2016 2015Net earnings attributable to CDK$295.6 $239.3 $178.4 Weighted-average shares outstanding: Basic146.7 157.0 160.6Effect of employee stock options0.7 0.5 0.5Effect of employee restricted stock0.8 0.5 0.5Diluted148.2 158.0 161.6 Basic earnings attributable to CDK per share$2.01 $1.52 $1.11Diluted earnings attributable to CDK per share$1.99 $1.51 $1.10There were no options to purchase common stock or unvested restricted stock excluded from the calculation of diluted earnings per share for periodsprior to the spin-off. The weighted-average number of shares outstanding used in the calculation of diluted earnings per share does not include the effect ofthe following anti-dilutive securities. June 30, 2017 2016 2015Stock-based awards0.3 0.5 0.3Note 10. Accounts Receivable, NetAccounts receivable, net comprised of the following: June 30, 2017 2016Trade receivables$368.0 $359.6Lease receivables10.4 13.0Accounts receivable, gross378.4 372.6Less: allowances6.3 7.1Account receivable, net$372.1 $365.5The investment in lease receivables consisted of the following: June 30, 2017 2016Lease receivables, gross: Minimum lease payments$23.4 $38.0Unearned income(1.6) (3.2) 21.8 34.8Less: lease receivables, current (included in accounts receivable, net)10.4 13.0Lease receivables, long-term (included in other assets)$11.4 $21.891Scheduled minimum payments on lease receivables as of June 30, 2017 were as follows: AmountFiscal year ending 2018$11.5Fiscal year ending 20198.0Fiscal year ending 20203.6Fiscal year ending 20210.3Fiscal year ending 2022— $23.4The Company recognized interest income on sales-type leases of $1.8 million, $2.4 million, and $3.4 million, in fiscal 2017, 2016, and 2015,respectively, within other income, net on the consolidated and combined statements of operations.Note 11. Property, Plant and Equipment, NetDepreciation expense for property, plant and equipment was $40.7 million, $35.1 million, and $28.3 million for fiscal 2017, 2016, and 2015,respectively. Property, plant, and equipment at cost and accumulated depreciation consisted of the following: June 30, 2017 2016Property, plant and equipment: Land and buildings$39.4 $38.7Data processing equipment215.5 188.6Furniture and fixtures, leasehold improvements, and other80.4 86.2Total property, plant and equipment335.3 313.5Less: accumulated depreciation200.3 194.9Property, plant and equipment, net$135.0 $118.692Note 12. Goodwill and Intangible Assets, NetIn July 2016, the Company revised its reportable segments and reporting units due to how the chief operating decision maker regularly reviewsinformation for purposes of allocating resources and assessing performance. Due to the change in organization structure, the Company expanded its reportingunits from three to five. As a result, goodwill was reallocated to the new reporting units using a relative fair value approach. Goodwill has been restated toreflect the reallocation of goodwill based on the current reportable segments. Refer to Note 18 for further information.Changes in goodwill were as follows: Retail Solutions NorthAmerica Advertising NorthAmerica CDK International TotalBalance as of June 30, 2015$592.1 $214.3 $403.5 $1,209.9Additions (Note 4)16.8 — — 16.8Measurement period adjustment (Note 4)(3.0) — — (3.0)Currency translation adjustments(1.2) — (39.8) (41.0)Balance as of June 30, 2016604.7 214.3 363.7 1,182.7Currency translation adjustments(0.1) — (1.4) (1.5)Balance as of June 30, 2017$604.6 $214.3 $362.3 $1,181.2Components of intangible assets, net were as follows: June 30, 2017 2016 Original Cost AccumulatedAmortization Intangible Assets,net Original Cost AccumulatedAmortization Intangible Assets,netCustomer lists$175.5 $(130.0) $45.5 $175.5 $(117.5) $58.0Software163.7 (109.4) 54.3 141.0 (96.1) 44.9Trademarks25.0 (24.1) 0.9 25.0 (23.5) 1.5Other intangibles6.4 (3.1) 3.3 6.1 (2.7) 3.4 $370.6 $(266.6) $104.0 $347.6 $(239.8) $107.8In October 2014 following the spin-off from ADP, the Company evaluated its branding strategy and the trademark names under which each of itsbusinesses will operate. The Company determined that the Cobalt trademark used by the North American segments will no longer be used. Therefore, theCompany revised the estimated useful life assigned to the Cobalt trademark. The Company recognized accelerated amortization on the trademark of $15.6million in cost of revenues during fiscal 2015.Other intangibles consist primarily of purchased rights, covenants, and patents (acquired directly or through acquisitions). All of the intangibleassets have finite lives and, as such, are subject to amortization. The weighted-average remaining useful life of intangible assets is 5 years (7 years forcustomer lists, 3 years for software and software licenses, and 2 years for trademarks). Amortization of intangible assets was $29.6 million, $28.9 million, and$48.2 million for fiscal 2017, 2016, and 2015, respectively.93Estimated amortization expenses of the Company's existing intangible assets as of June 30, 2017 were as follows: AmountFiscal year ending 2018$31.6Fiscal year ending 201922.3Fiscal year ending 202017.4Fiscal year ending 202111.5Fiscal year ending 20228.2Thereafter13.0 $104.0 Note 13. DebtDebt comprised of the following: June 30, 2017 2016Revolving credit facility$— $—2019 term loan facility215.6 228.12020 term loan facility231.3 243.82021 term loan facility390.0 —3.30% senior notes, due 2019250.0 250.04.50% senior notes, due 2024500.0 500.04.875% senior notes, due 2027600.0 —Capital lease obligations1.5 3.6Unamortized debt financing costs(16.7) (8.4)Total debt and capital lease obligations2,171.7 1,217.1Current maturities of long-term debt and capital lease obligations46.5 26.8Total long-term debt and capital lease obligations$2,125.2 $1,190.3Revolving Credit FacilityThe Company has a five-year senior unsecured revolving credit facility, which was undrawn as of June 30, 2017 and 2016. The revolving creditfacility 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 Pound Sterling. Inaddition, the revolving credit facility contains an accordion feature that allows for an increase in the available borrowing capacity 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 theincreased revolving credit facility. Borrowings under the revolving credit facility are available for general corporate purposes. The revolving credit facilitywill mature on September 30, 2019, subject to no more than two one-year extensions if lenders holding a majority of the revolving commitments approvesuch 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 theapplicable currency are offered in the London interbank market (or, in the case of borrowings in Euro, the European interbank market) plus margins varyingfrom 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 RatingsGroup 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 ChaseBank, 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 rateat 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% to1.000% 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.94Term Loan FacilitiesThe Company has two five-year $250.0 million senior unsecured term loan facilities that mature on September 16, 2019 (the "2019 term loanfacility") and December 14, 2020 (the "2020 term loan facility"), respectively. On December 9, 2016, the company entered into a five-year $400.0 millionsenior unsecured term loan facility that matures on December 9, 2021 (the "2021 term loan facility"). The 2019 term loan facility, 2020 term loan facility, and2021 term loan facility are together referred to as the "term loan facilities." The term loan facilities are subject to amortization in equal quarterly installmentsof 1.25% of the aggregate original principal amount of the term loans made on the closing dates, with any unpaid principal amount to be due and payable onthe maturity date.The 2019 and 2020 term loan facilities bear interest at the same calculations as are applicable to dollar loans under the revolving credit facility. Theinterest rate per annum on both the 2019 and 2020 term loan facilities was 2.98% as of June 30, 2017 and 1.97% as of June 30, 2016.The 2021 term loan bears interest, at the Company's option, at (a) the rate at which deposits in the applicable currency are offered in the Londoninterbank market (or, in the case of borrowings in Euro, the European interbank market) plus margins varying from 1.250% to 2.500% per annum based onthe 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 ofthe 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 theLondon interbank market for a one-month interest period plus 1.000% plus (ii) margins varying from 0.250% to 1.500% per annum based on the Ratings. Theinterest rate per annum on the 2021 term loan facility was 2.98% as of June 30, 2017.Restrictive Covenants and Other MattersThe revolving credit facility and the term loan facilities are together referred to as the "credit facilities." The credit facilities contain variouscovenants and restrictive provisions that limit the Company's subsidiaries' ability to incur additional indebtedness; the Company's ability to consolidate ormerge with other entities; and the Company's subsidiaries' ability to incur liens, enter into sale and leaseback transactions, and enter into agreementsrestricting the ability of the Company's subsidiaries to pay dividends. If the Company fails to perform the obligations under these and other covenants, therevolving credit facility could be terminated and any outstanding borrowings, together with accrued interest, under the credit facilities could be declaredimmediately due and payable. The credit facilities also have, in addition to customary events of default, an event of default triggered by the acceleration ofthe 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 will provide that (i) the ratio of total consolidated indebtedness to consolidated EBITDAshall 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.On December 9, 2016, the Company entered into (i) an Amendment to its Credit Agreement that covered the revolving credit facility and the 2019term loan facility (the “2014 amendment”), and (ii) an Amendment to its Credit Agreement that covered the 2020 term loan facility (the “2015 amendment”).The 2014 amendment and the 2015 amendment amended certain “bail-in” language relating to EEA Financial Institutions and make certain changes to thedefinitions of “Change in Control,” “Consolidated EBITDA,” “Defaulting Lender,” and “Eligible Assignee.”Senior NotesOn October 14, 2014, the Company completed an offering of 3.30% unsecured senior notes with a $250.0 million aggregate principal amount due in2019 (the "2019 notes") and 4.50% unsecured senior notes with a $500.0 million aggregate principal amount due in 2024 (the "2024 notes"). The issuanceprice of the 2019 and 2024 notes was equal to the stated value. Interest is payable semi-annually on April 15 and October 15 of each year, and paymentcommenced on April 15, 2015. The interest rate payable on each applicable series of 2019 and 2024 notes is subject to adjustment from time to time if thecredit ratings assigned to any series of 2019 and 2024 notes by the rating agencies is downgraded (or subsequently upgraded). The 2019 notes will mature onOctober 15, 2019, and the 2024 notes will mature on October 15, 2024. The 2019 notes and 2024 notes are redeemable at the Company's option prior toSeptember 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 aggregateprincipal amount of the 2019 notes or 2024 notes to be redeemed, and (ii) the sum of the present value of the remaining scheduled payments (as defined inthe agreement), plus in each case, accrued and unpaid interest thereon. Subsequent to September 15, 2019 and July 15, 2024, the redemption95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 unpaidinterest thereon.On May 15, 2017, the Company completed an offering of 4.875% unsecured senior notes with a $600.0 million aggregate principal amount due in2027 (the "2027 notes," together with the "2024 notes" and the 2019 notes, the "senior notes"). The issuance price of the 2027 notes was equal to the statedvalue. Interest is payable semi-annually on June 1 and December 1 of each year, and payment will commence on December 1, 2017. The 2027 notes willmature on June 1, 2027. The 2027 notes are redeemable at the Company's option prior to June 1, 2022 in whole or in part at a redemption price equal to100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, plus the applicable "make-whole" premium. Subsequent to June 1,2022, the Company may redeem the 2027 notes at a price equal to: (i) 102.438% of the aggregate principal amount of the 2027 notes redeemed prior toJune 1, 2023; (ii) 101.625% of the aggregate principal amount of the notes redeemed on or after June 1, 2023 but prior to June 1, 2024; (iii) 100.813% of theaggregate principal amount of the 2027 notes redeemed on or after June 1, 2024 but prior to June 1, 2025; and (iv) 100.000% of the aggregate principalamount of the 2027 notes redeemed thereafter.The senior notes are general unsecured obligations of the Company and are not guaranteed by any of the Company's subsidiaries. The senior notesrank equally in right of payment with the Company's existing and future unsecured unsubordinated obligations, including the credit facilities. The seniornotes contain covenants restricting the Company's ability to incur additional indebtedness secured by liens, engage in sale/leaseback transactions, andmerge, consolidate, or transfer all or substantially all of the Company's assets.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 topurchase 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 interestupon the occurrence of both a change of control and a decline in the rating of the senior notes.In November 2016, Moody's and S&P lowered their credit ratings on the senior notes to Ba1 (Stable Outlook) from Baa3 (Negative Outlook) and toBB+ (Stable Outlook) from BBB- (Negative Outlook), respectively. The downgrades triggered interest rate adjustments for the 2019 and 2024 notes. Interestrates for the 2019 notes and 2024 notes increased to 3.80% from 3.30% and to 5.00% from 4.50%, respectively, effective October 15, 2016.Capital Lease ObligationsThe Company has lease agreements for equipment, which are classified as capital lease obligations. The Company recognized the capital leaseobligations and related leased equipment assets based on the present value of the minimum lease payments at lease inception.Unamortized Debt Financing CostsAs of June 30, 2017 and 2016, gross debt issuance costs related to debt instruments were $21.7 million and $11.1 million, respectively.Accumulated amortization was $5.0 million and $2.7 million as of June 30, 2017 and 2016, respectively. Additional debt issuance costs of $10.6 millionwere capitalized in fiscal 2017 for the 2021 term loan facility and the 2027 notes. Debt financing costs are amortized over the terms of the related debtinstruments to interest expense on the consolidated and combined statement of operations.The Company's aggregate scheduled maturities of the long-term debt and capital lease obligations as of June 30, 2017 were as follows: AmountFiscal year ending 2018$46.5Fiscal year ending 201945.0Fiscal year ending 2020473.1Fiscal year ending 2021213.8Fiscal year ending 2022310.0Thereafter1,100.0Total debt and capital lease obligations2,188.4Unamortized deferred financing costs(16.7)Total debt and capital lease obligations, net of unamortized deferred financing costs$2,171.796Note 14. Commitments and ContingenciesThe Company has obligations under various operating lease agreements for facilities and equipment. Total expense under these agreements wasapproximately $46.0 million, $49.3 million, and $45.2 million in fiscal 2017, 2016, and 2015, respectively, with minimum commitments as of June 30, 2017as follows: AmountFiscal year ending 2018$35.0Fiscal year ending 201917.0Fiscal year ending 202013.4Fiscal year ending 20219.1Fiscal year ending 20227.1Thereafter16.7 $98.3In addition to fixed rentals, certain leases require payment of maintenance and real estate taxes and contain escalation provisions based on futureadjustments in price indices.As of June 30, 2017, the Company had no purchase commitments and obligations related to royalty, purchase, and maintenance agreements on theCompany's software, equipment, and other assets.In the normal course of business, the Company may enter into contracts in which it makes representations and warranties that relate to theperformance of the Company’s services and products. The Company does not expect any material losses related to such representations and warranties.Legal ProceedingsFrom time to time, the Company is involved in legal, regulatory, and arbitration proceedings concerning matters arising in connection with theconduct of its business activities. Such proceedings can be expensive and disruptive to normal business operations. When losses are considered probable andreasonably estimable, the Company records a liability in the amount of its best estimate for the ultimate loss. At this time, the Company is unable toreasonably estimate any reasonably possible loss or ranges of losses on the matters and proceedings described below.Competition MattersThe Company is involved in two lawsuits that set forth allegations of anti-competitive agreements between the Company and The Reynolds andReynolds Company ("Reynolds and Reynolds") relating to the manner in which the defendants control access to, and allow integration with, their respectiveDMSs. The Company has also received from the Federal Trade Commission ("FTC") a Civil Investigative Demand consisting of a request to producedocuments relating to any agreement between the Company and Reynolds and Reynolds.On February 3, 2017, Motor Vehicle Software Corporation (“MVSC”) filed an antitrust suit against the Company, Reynolds and Reynolds, andCVR, in the U.S. District Court for the Central District of California, seeking treble damages and injunctive relief. On May 1, 2017, MVSC filed an amendedcomplaint in connection with the case. On June 15, 2017, the defendants filed motions to dismiss the complaint. Plaintiff’s opposition to those motions wassubmitted to the court on July 31, 2017, and defendants’ replies are due on August 21, 2017. A hearing on the motions to dismiss is set for September 11,2017.On May 1, 2017, Authenticom, Inc. ("Authenticom") filed an antitrust suit against the Company's operating subsidiary, CDK Global, LLC, andReynolds and Reynolds, in the U.S. District Court for the Western District of Wisconsin, seeking treble damages and injunctive relief. Authenticom movedfor a preliminary injunction on May 18, 2017, which the court granted on July 14, 2017, subject to Authenticom’s posting of a $1 million bond. The form ofthat injunction was handed down by the court on July, 28, 2017, and defendants filed notices of appeal on the same day. On August 8, 2017, the U.S. Court ofAppeals for the Seventh Circuit granted defendants' motion to stay the injunction pending appeal. Defendants' appellate brief is due on August 22, 2017,Authenticom's response is due September 5, 2017, and defendants' reply is due by September 12, 2017. On97July 21, 2017, the defendants filed motions to dismiss the complaint in the district court. Plaintiff's opposition is due September 8, 2017, and defendants'reply is due October 6, 2017.The Company believes that both cases are without merit and intends to continue to contest the claims in these cases vigorously. Accordingly, legaland expert fees may be significant, and an adverse result in these suits could have a material adverse effect on the Company's business, results of operations,financial condition, or liquidity.On June 22, 2017, the Company received from the FTC a Civil Investigative Demand consisting of interrogatories and a request to producedocuments relating to any agreements between the Company and Reynolds and Reynolds. The Company is responding to the request. The request merelyseeks information, and no proceedings have been instituted. The Company believes there has not been any conduct by the Company or its current or formeremployees that would be actionable under the antitrust laws in connection with the agreements between ourselves and Reynolds and Reynolds. At this time,the Company does not have sufficient information to predict the outcome of, or the cost of responding to or resolving this investigation.Other ProceedingsThe Company is otherwise involved from time to time in other proceedings not described above. Based on information available at this time, theCompany believes that the resolution of these other matters currently pending will not individually or in the aggregate have a material adverse effect on ourbusiness, results of operations, financial condition, or liquidity. The Company's view of these matters may change as the proceedings and events relatedthereto unfold.Note 15. 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' (deficit) equity. The Company's other comprehensive income (loss)for fiscal 2017, 2016, and 2015 and AOCI balances as of June 30, 2017, 2016, and 2015 were comprised solely of currency translation adjustments. Othercomprehensive income (loss) was $2.2 million, $(45.8) million, and $(34.1) million for fiscal 2017, 2016, and 2015, respectively. The accumulated balancesreported in AOCI on the consolidated and combined balance sheets for currency translation adjustments were $8.0 million, $5.8 million, and $51.6 million asof June 30, 2017, 2016, and 2015, respectively.Note 16. Share Repurchase TransactionsIn December 2015, the Board of Directors authorized the Company to repurchase up to $1.0 billion of its common stock as part of its $1.0 billionreturn of capital plan. In December 2016, the company completed its $1.0 billion return of capital plan. In January 2017, the Board of Directors terminatedthis authorization and replaced it with an authorization for the Company to repurchase up to $2.0 billion of our common stock as part of a new return ofcapital plan. Under the authorization, the Company may purchase its common stock in the open market or in privately negotiated transactions from time totime as permitted by federal securities laws and other legal requirements. The actual timing, number, and price of any shares to be repurchased is determinedat management's discretion and depends on a number of factors, including the market price of the shares, general market and economic conditions, and otherpotential uses for free cash flow including, but not limited to, potential acquisitions.In December 2015, the Company entered into an accelerated share repurchase agreement ("December 2015 ASR") to purchase $250.0 million of theCompany's common stock. Under the terms of the December 2015 ASR, the Company made a $250.0 million payment in December 2015 and received aninitial delivery of approximately 4.3 million shares of the Company's common stock. In June, 2016, the Company received an additional 1.0 million shares ofcommon stock in final settlement of the December 2015 ASR, for a total of 5.3 million shares. The value reflected in treasury stock upon completion of theDecember 2015 ASR represents the value of the shares received based on the closing price of the Company's stock on the respective settlement dates, whichis higher than the $250.0 million cash paid by $6.2 million.In June 2016, the Company entered into an accelerated share repurchase agreement ("June 2016 ASR") to purchase $300.0 million of the Company'scommon stock. Under the terms of the June 2016 ASR, the Company made a $300.0 million payment in June 2016 and received an initial delivery ofapproximately 4.3 million of the Company's common stock. In September 2016, the Company received an additional 1.0 million shares of common stock infinal settlement of the June 2016 ASR, for a total of 5.3 million shares. The value reflected in treasury stock upon completion of the June 2016 ASRrepresents98the value of the shares received based on the closing price of the Company's stock on the respective settlement dates, which is less than the $300.0 millioncash paid by $3.1 million.In December 2016, the Company entered into an accelerated share repurchase agreement ("December 2016 ASR") to purchase $330.0 million of theCompany's common stock. Under the terms of the December 2016 ASR, the Company made a $330.0 million payment in December 2016 and received aninitial delivery of approximately 4.5 million shares of the Company's common stock. In May 2017, the Company received an additional 0.7 million shares ofcommon stock in final settlement of the December 2016 ASR, for a total of 5.2 million shares. The value reflected in treasury stock upon completion of theDecember 2016 ASR represents the value of the shares received based on the closing price of the Company's stock on the respective settlement dates, whichis less than the $330.0 million cash paid by $21.2 million.In May 2017, the Company entered into an accelerated share repurchase agreement ("May 2017 ASR") to purchase $350.0 million of the Company'scommon stock. Under the terms of the May 2017 ASR, the Company made a $350.0 million payment in May 2017 and received initial delivery ofapproximately 4.5 million of the Company's common stock. The payment was recorded as a reduction to stockholders' equity, consisting of a $280.0 millionincrease to treasury stock, which reflects the value of the 4.5 million shares received upon initial settlement, and a $70.0 million decrease in additional paid-in-capital, which reflects the value of stock held back. The final settlement of the May 2017 ASR is expected to occur no later than the end of the Company'sfirst quarter of fiscal 2018 and may result in the receipt or delivery of additional shares of common stock. Additionally, the Company made open marketrepurchases of 0.3 million shares of the Company's common stock during fiscal 2017 for a total cost of approximately $20.0 million.The final number of shares purchased under the ASRs is calculated based on the average of the daily volume-weighted average price of theCompany's common stock during the term of the respective ASR transaction, less a discount and subject to adjustments pursuant to the terms and conditionsof the respective ASR agreement.Note 17. Transactions with ADPPrior to the spin-off, the Company entered into a transition services agreement with ADP to provide for an orderly transition to being an independentcompany. Among the principal services to be provided by ADP to the Company were operational and administrative infrastructure-related services, such asuse of the e-mail domain “adp.com,” facilities sharing, procurement support, tax, human resources administrative services and services related to back officesupport, and software development in ADP's Indian facilities. Among the principal services to be provided by the Company to ADP were operational andadministrative infrastructure-related services, such as facilities sharing and human resources administrative services. The agreement expired and servicesunder it ceased on September 30, 2015, the one year anniversary of the spin-off.The Company entered into a data services agreement with ADP prior to the spin-off under which ADP will provide the Company with certain datacenter sharing services relating to the provision of information technology, platform support, hosting and network services. The term of the agreementexpired 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 Companycertain patents, trademarks, copyrights, and other intellectual property developed or owned by ADP or certain of its subsidiaries and with respect to which theCompany 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 thespin-off date.The Company also entered into an employee matters agreement with ADP prior to the spin-off pursuant to which certain employee benefit matterswill be addressed, such as the treatment of ADP options held by Company employees after the spin-off and the treatment of benefits for Companymanagement employees who participate in and have accrued benefits under ADP's Supplemental Officer Retirement Plan. The agreement also, to the extentprovided therein, delineates the benefit plans and programs in which the Company's employees participate following the spin-off. ADP remains responsiblefor the payment of all benefits under the ADP plans. For fiscal 2016 and the period from the date of spin-off through the end of fiscal 2015, the Company recorded $2.2 million and $8.6 million,respectively, of expenses related to the transition services agreement. The Company recorded $3.4 million, $7.5 million, and $9.2 million, of expenses relatedto the data services agreement in the accompanying financial statements for fiscal 2017, 2016 and 2015, respectively. The continuing data services expensesin fiscal 2017 primarily relate to leases of equipment that have expiration dates past the term of the agreement. As of June 30, 2016, the Company hadamounts payable to ADP under the transition services and data services agreements of $0.1 million and had no amounts payable to ADP at June 30, 2017.99Refer to Note 8 for further information on the tax matters agreement with ADP.Note 18. Financial Data by SegmentOn July 1, 2016, the Company executed a comprehensive reorganization to streamline its organization that will enable it to deliver an improvedcustomer experience, create significant efficiencies, and better align it to implement the business transformation plan. The organizational changes includedintegrating product management, combining the Digital Marketing and Automotive Retail North America operations into a single organization, creating asingle North America sales organization, and forming a global research and development organization. In connection with this reorganization, informationthat the Company's chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed resulting in areassessment of operating segments.The Company reorganized into two main operating groups. In connection with this reorganization, our operating segments have changed. TheCompany's first operating group is CDK North America which is comprised of two reportable segments, Retail Solutions North American and AdvertisingNorth America. The second operating group, which is also a reportable segment, is CDK International. Segment information for the fiscal 2016 and 2015 hasbeen updated to conform to the new presentation.The primary components of the Other segment are corporate allocations and other expenses not recorded in the segment results, such as stock-basedcompensation expense, corporate costs, interest expense, costs attributable to the business transformation plan, results of our captive insurance company andcertain unallocated expenses. Certain expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are recordedbased on management responsibility. Retail SolutionsNorth America (1) AdvertisingNorth America (1) CDKInternational Other (2) (3) TotalYear ended June 30, 2017 Revenues$1,600.7 $307.6 $311.9 $— $2,220.2Earnings before income taxes605.5 44.4 75.0 (289.6) 435.3Assets1,231.1 312.1 538.9 801.0 2,883.1Capital expenditures51.6 — 7.8 3.0 62.4Depreciation and amortization48.2 3.1 11.4 7.6 70.3 Year ended June 30, 2016 Revenues$1,521.3 $279.7 $313.6 $— $2,114.6Earnings before income taxes481.3 27.5 61.1 (200.8) 369.1Assets1,240.9 307.9 539.4 276.8 2,365.0Capital expenditures37.4 — 8.3 5.1 50.8Depreciation and amortization39.3 3.7 12.5 8.5 64.0 Year ended June 30, 2015 Revenues$1,501.2 $243.1 $319.2 $— $2,063.5Earnings before income taxes411.4 (0.8) 47.3 (158.0) 299.9Assets1,172.6 285.6 595.4 464.9 2,518.5Capital expenditures32.1 — 7.1 4.8 44.0Depreciation and amortization46.0 13.9 15.0 1.6 76.5(1) ANA includes $10.1 million and RSNA $5.5 million of accelerated amortization in fiscal 2015 attributable to the Cobalt trademark.100(2) Other includes $34.6 million of separation costs in fiscal 2015.(3) Other also includes $18.4 million, $20.2 million and $2.4 million of restructuring expenses related to the business transformation plan in fiscal 2017,2016, and 2015, respectively.Supplemental disclosure of revenue by type was as follows:Retail Solutions North America:Subscription: for software and technology solutions provided to automotive retailers and OEMs, which includes:•DMSs and layered applications, which may be installed onsite at the customer’s location, or hosted and provided on a SaaS basis, including ongoingmaintenance and support;•Interrelated services such as installation, initial training, and data updates;•Websites, search marketing, and reputation management services; and•Hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists.Transaction: fees per transaction to process credit reports, vehicle registrations, and automotive equity mining.Other: consulting and professional services, sales of hardware, and other miscellaneous revenues.Advertising North America revenues are primarily earned for placing internet advertisements for OEMs and automotive retailers.CDK International revenues are generated primarily from Subscription revenue as described above, aside from the absence of website offerings. Revenues Years Ended June 30, 2017 2016 2015CDK North America: Retail Solutions North America: Subscription revenue$1,261.4 $1,191.2 $1,124.7Transaction revenue (1)179.5 179.1 204.3Other revenue159.8 151.0 172.2Total Retail Solutions North America$1,600.7 $1,521.3 $1,501.2Advertising North America revenue307.6 279.7 243.1CDK International revenue311.9 313.6 319.2Total$2,220.2 $2,114.6 $2,063.5(1) Transaction revenue in fiscal 2015 includes $46.2 million of revenue related to the internet sales leads business, which was sold on May 21, 2015.101Revenues and property, plant and equipment, net by geographic area were as follows: United States Europe Canada Other TotalYear ended June 30, 2017 Revenues$1,808.9 221.0 99.2 $91.1 $2,220.2Property, plant and equipment, net104.5 16.3 3.7 10.5 135.0 Year ended June 30, 2016 Revenues$1,706.4 $227.8 $94.5 $85.9 $2,114.6Property, plant and equipment, net91.2 15.3 2.1 10.0 118.6 Year ended June 30, 2015 Revenues$1,641.1 $226.2 $102.9 $93.3 $2,063.5Property, plant and equipment, net72.7 16.2 0.4 10.7 100.0Note 19. Quarterly Financial Results (Unaudited)Summarized quarterly results of operations for the fiscal 2017 and 2016 were as follows: First Quarter Second Quarter Third Quarter Fourth QuarterYear ended June 30, 2017 Revenues$550.7 $547.8 $556.3 $565.4Gross profit (1)235.6 244.6 248.6 256.5Earnings before income taxes111.9 118.9 110.4 94.1Net earnings 79.2 83.6 78.8 60.9Net earnings attributable to noncontrolling interest2.3 0.9 1.5 2.2Net earnings attributable to CDK76.9 82.7 77.3 58.7Basic earnings attributable to CDK per share$0.51 $0.56 $0.53 $0.41Diluted earnings attributable to CDK per share$0.51 $0.55 $0.53 $0.41 Year ended June 30, 2016 Revenues$514.6 $520.1 $537.7 $542.2Gross profit (1)203.8 218.9 221.9 226.6Earnings before income taxes95.8 106.8 78.6 87.9Net earnings61.2 69.7 55.7 60.2Net earnings attributable to noncontrolling interest2.2 1.5 1.9 1.9Net earnings attributable to CDK59.0 68.2 53.8 58.3Basic earnings attributable to CDK per share$0.37 $0.43 $0.35 $0.38Diluted earnings attributable to CDK per share$0.37 $0.43 $0.34 $0.37(1) Gross profit is calculated as revenues less cost of revenues.102CDK Global, Inc.Schedule II - Valuation and Qualifying Accounts(In millions)Column A Column B Column C Column D Column E Additions Balance atbeginning ofperiod Charged(credited) tocosts andexpenses Charged(credited) to otheraccounts Deductions Balance at end ofperiodYear ended June 30, 2017 Accounts receivable allowances $7.1 $1.7 $— $(2.5)(1) $6.3Deferred tax valuation allowance 34.3 1.9 — (1.1) 35.1Year ended June 30, 2016 Accounts receivable allowances $6.8 $2.3 $(0.1) $(1.9)(1) $7.1Deferred tax valuation allowance 33.4 1.1 (0.2)(2) — 34.3Year ended June 30, 2015 Accounts receivable allowances $12.2 $(2.8) $(0.5)(3) $(2.1)(1) $6.8Deferred tax valuation allowance 7.1 29.8(4) (0.8)(2) (2.7) 33.4(1) Doubtful accounts written off, less recoveries on accounts previously written off.(2) Includes amounts related to foreign exchange fluctuations.(3) Includes amounts written off as a result of divestitures and amounts related to foreign exchange fluctuations.(4) Primarily relates to the full valuation allowance recognized for capital losses realized on the internet sales leads business disposition further discussed inNote 8.103Item 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresManagement's Evaluation of Disclosure Controls and ProceduresThe Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its ChiefExecutive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and15d-15(e) of the Exchange Act (the "evaluation"). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensurethat information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated tothe Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate toallow timely decisions regarding required disclosure. Based on the evaluation, the Company's Chief Executive Officer and Chief Financial Officer haveconcluded that the Company's disclosure controls and procedures were effective as of June 30, 2017 in ensuring that (i) information required to be disclosedby the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including itsChief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure, and (ii) such information is recorded, processed,summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.Internal Control Over Financial ReportingManagement's Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintainingadequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with theparticipation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of ourinternal control over financial reporting as of June 30, 2017 based on the guidelines established in Internal Control - Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of our evaluation, our management has concludedthat our internal control over financial reporting was effective as of June 30, 2017.Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financialreporting as of June 30, 2017. Their report is included in Item 8 of this Annual Report on Form 10-K.Changes in Internal Control Over Financial Reporting. There were no changes in the Company's internal control over financial reporting (asdefined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2017 that have materially affected or are reasonablylikely to materially affect, our internal control over financial reporting.Item 9B. Other InformationEffective August 8, 2017, the Company adopted the Third Amended and Restated Change in Control Severance Plan for Corporate Officers (the“Severance Plan”). As of August 8, 2017, there were 11 eligible participants in the Severance Plan. The Severance Plan amends the Second Amended andRestated Change in Control Severance Plan for Corporate Officers by replacing; (i) the lump sum benefits payment with a 24 month continuance of benefitsfor the Company's CEO and an 18 month continuance of benefits for all other participants; (ii) the portion of the Severance Payments calculation based onthe average annual bonus for the two most recent calendar years with a bonus amount equal to 100% of target for the fiscal year in which a terminationoccurs; and (iii) the settlement in shares of any then ongoing performance program based on 100% of target performance with actual performance for anyprogram for which any performance period has ended and 100% of target for all other performance goals. The foregoing is qualified in its entirety byreference to the Severance Plan, which is filed as Exhibit 10.11 hereto and incorporated by reference herein.104Part IIIItem 10. Directors, Executive Officers and Corporate GovernanceThe executive officers of the Company, their ages, and positions are as follows:Name Age* Position(s)Brian P. MacDonald 51 President, Chief Executive Officer and DirectorJoseph A. Tautges 41 Executive Vice PresidentLee J. Brunz 47 Executive Vice President, Interim Chief Financial Officer, General Counsel and SecretaryRobert N. Karp 56 President, CDK North AmericaNeil Packham 46 President, CDK InternationalRajiv K. Amar 50 Executive Vice President, Chief Technology OfficerAmy W. Byrne 46 Executive Vice President, Chief Human Resources OfficerDean Crutchfield 56 Executive Vice President, Chief Information OfficerDan Flynn 47 Executive Vice President, Business TransformationRon L. Frey 51 Executive Vice President, Global Chief Strategy OfficerScott L. Mathews 59 Executive Vice President, North America Sales* As of June 30, 2017Brian P. MacDonald has served as our President since January 1, 2016, as our Chief Executive Officer since March 8, 2016, and as a member of ourBoard of Directors since June 15, 2015. Prior to joining CDK, Mr. MacDonald served as President and Chief Executive Officer of Hertz Rental EquipmentCorporation from June 2014 to May 2015, and as interim Chief Executive Officer of Hertz Corporation from September 2014 to November 2014. Prior toHertz, Mr. MacDonald served as President and Chief Executive Officer of ETP Holdco Corp., an entity formed following Energy Transfer Partners' $5.3billion acquisition of Sunoco, Inc. in 2012, where Mr. MacDonald had served as Chairman, President and Chief Executive Officer prior to ETP's acquisitionof Sunoco. During his tenure at Sunoco, the company undertook a substantial restructuring to strengthen and transform the organization and better position itfor growth. Sunoco exited unprofitable operations, significantly reduced costs, improved efficiencies, and refocused on established high-return businesses.Mr. MacDonald has also held executive management roles at Dell, General Motors Corporation, and Isuzu Motors Limited.Mr. MacDonald previously served on the board of directors of Computer Sciences Corporation from August 2013 to April 2017, the board ofdirectors of Sunoco from March 2012 to October 2012, Sunoco Logistics from October 2009 to October 2012, and on the board of directors of Ally Financial,Inc. from May 2013 to July 2014 following his appointment by the U.S. Department of the Treasury.Joseph A. Tautges has served as our Executive Vice President since August 1, 2017 and will begin service as our Executive Vice President, ChiefFinancial Officer on August 9, 2017. Prior to joining CDK, Mr. Tautges served as Chief Financial Officer of the $18 billion Enterprise Services segment ofHewlett Packard Enterprise (“HPE”) from May 2014 to April 2017. While at HPE, he led a transformation initiative which enabled significant marginexpansion and improved free cash flow resulting in the recent spin-merger of Enterprise Services with Computer Science Corporation to form the $26 billionDXC Technology Company. Prior to HPE, Mr. Tautges held various levels of increasing responsibility in both operations and financial management withSears Holdings from 2011 to 2014 and Aon Hewitt from 2002 to 2011. Mr. Tautges is a Certified Public Accountant.Lee J. Brunz has served as our interim Chief Financial Officer since the departure of Mr. Nietzel effective May 31, 2017. Mr. Brunz has served as ourExecutive Vice President, General Counsel and Secretary since the spin-off, and will continue in this role after Mr. Tautges assumes the Chief FinancialOfficer role. Prior to the spin-off, Mr. Brunz served as Vice President, Counsel for the Digital Marketing business of the Dealer Services division of ADP sinceDealer Services’ 2010 acquisition of Cobalt Holding Company. Prior to joining the Dealer Services division of ADP, he served as Vice President, Finance &General Counsel of Cobalt from 2008 to 2010 and as Vice President & General Counsel from 2004 to 2008.Robert N. Karp has served as our President, CDK North America since July 1, 2016. From the spin-off through June 30, 2016, Mr. Karp served as ourPresident, Automotive Retail North America. Prior to the spin-off, Mr. Karp served as the105Senior Vice President, North America Operations and Sales for Dealer Services division of ADP. Mr. Karp joined ADP Dealer Services in 1994. He has held avariety of roles within ADP Dealer Services, including Senior Vice President, eCommerce, Senior Vice President, North America Operations, Vice President,Strategic Accounts, Vice President, Alliance Segment, and Vice President, Client Relations. Prior to joining ADP Dealer Services, Mr. Karp held variousgeneral management and operations roles with IBM and PRC Corporation.Neil Packham has served as our President, CDK International since January 18, 2017. Mr. Packham joined CDK in July 2013 as Vice President forCDK's UK region, which encompasses UK, Middle East, Ireland and Africa. Prior to joining CDK, Mr. Packham worked in the automotive, digital andsoftware sectors working in a variety of business areas such as business development and strategy, sales and marketing, product development, and generalmanagement. He has held senior positions within a number of large corporations and start-ups.Rajiv K. Amar has served as our Chief Technology Officer since April 14, 2016. Mr. Amar joined CDK in July 2014 as Division Vice President forDevelopment. Prior to joining CDK, Mr. Amar was Senior Director of Research and Development for Sage Software Inc. from 2012 to 2014. He alsopreviously held the role of Director of Product Development and Engineering with Serena Software Inc. from 2008 to 2012.Amy W. Byrne has served as our Executive Vice President, Chief Human Resources Officer since June 5, 2017. Prior to joining CDK, Ms. Byrneserved as Vice President, Human Resources, Latin America for Avon Products from 2011 to 2016 and as Vice President, Corporate Human Resources andGlobal Compensation and Benefits from 2006 to 2011.Dean Crutchfield has served as our Executive Vice President and Chief Information Officer since in June 8, 2016. Prior to joining CDK, Mr.Crutchfield served as the Chief Information Officer of Zebra Technologies from 2013 to 2016. He also previously held information technology leadershiproles at Dell from 1999 to 2013.Dan Flynn has served as our Executive Vice President of Business Transformation since February 2, 2016. Prior to joining CDK, Mr. Flynn served asthe Senior Vice President, North America Rent-A-Car Operations at Hertz from 2014 through 2016. He previously served as Regional Vice President,Southeast Region and Separation Management Office, for Hertz Equipment Rental Corporation. Mr. Flynn had extensive process and operationalmanagement responsibilities at Hertz, and led company-wide, Lean Six Sigma-based process improvement initiatives from 2007 to 2012 in variousleadership roles.Ron L. Frey has served as our Executive Vice President, Chief Global Strategy Officer since April 17, 2017. Prior to joining CDK, Mr. Frey served asChief Strategy Officer for CU Direct Autonation from October 2016 through April 2017. In October 2015, Mr. Frey founded RL Frey, which providesconsulting services to the automotive industry. From October 2007 through October 2015, Mr. Frey served as Chief Strategy Officer at Autonation. He is alsoa director of Dealer Tire since January 2017.Scott L. Mathews has served as our Executive Vice President, North America Sales since July 1, 2016. From the spin-off through June 30, 2016, Mr.Mathews served as our President, Digital Marketing. Prior to the spin-off, Mr. Mathews served as the Senior Division Vice President & General Manager forthe Digital Marketing business of the Dealer Services division of ADP. Mr. Mathews joined the Dealer Services division of ADP in August 2010 followingthe acquisition of Cobalt Holding Company. Prior to joining the Dealer Services division of ADP, he served as Executive Vice President & General Managerof Cobalt from 2005 and as Cobalt’s Chief Operating Officer from 2002 to 2005.Directors, Audit Committee, and Section 16(a) Beneficial Ownership Reporting Compliance The information required by this item will be set forth under the captions "Election of Directors" and "Section 16(a) Beneficial Ownership ReportingCompliance" in the Proxy Statement to be filed with the Securities Exchange Commission (“SEC”) no later than 120 days after the close of our fiscal yearended June 30, 2017. If the Proxy Statement is not filed with the SEC by such time, such information will be included in an amendment to this Annual Reportby such time.Code of EthicsWe have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to our executive officers, directors, and employees,including our principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions. TheCode of Ethics may be viewed on our website at www.cdkglobal.com under “Corporate Governance” in the “Investor Relations” section. We will provide acopy of the Code of Ethics without charge upon request to the Corporate Secretary, CDK Global, Inc., 1950 Hassell Road, Hoffman Estates, IL 60169. In theevent we amend or waive any of the provisions of the Code of Ethics applicable to our directors and executive officers, including our106principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions, that relates to anyelement of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the 1934 Act, we intend to disclose these actions on ourwebsite within four business days following the date of the amendment or waiver.Item 11. Executive CompensationThe information required by this item will be set forth under the caption "Compensation of Executive Officers" and "Compensation Discussion andAnalysis" in the Proxy Statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended June 30, 2017. If the Proxy Statementis not filed with the SEC by such time, such information will be included in an amendment to this Annual Report by such time.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by this item will be set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in theProxy Statement to be filed with the SEC no later than 120 days after the close of our fiscal year ended June 30, 2017. If the Proxy Statement is not filed withthe SEC by such time, such information will be included in an amendment to this Annual Report by such time.Item 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required by this item will be set forth under the caption "Certain Relationships and Related Party Transactions" in the ProxyStatement to be filed with the SEC no later than 120 days after the close of our fiscal year ended June 30, 2017. If the Proxy Statement is not filed with theSEC by such time, such information will be included in an amendment to this Annual Report by such time.Item 14. Principal Accounting Fees and ServicesThe information required by this item will be set forth under the caption "Fees of Independent Accounting Firm" under "Independent AccountingFirm Independence and Fee Pre-Approval Policies and Procedures" in the Proxy Statement to be filed with the SEC no later than 120 days after the close ofour fiscal year ended June 30, 2017. If the Proxy Statement is not filed with the SEC by such time, such information will be included in an amendment to thisAnnual Report by such time.107Part IVItem 15. Exhibits, Financial Statement SchedulesThe following documents are included in "Financial Statements and Supplementary Data" in Part II, Item 8 of this Annual Report on Form 10-K:1.Financial StatementsReports of Independent Registered Public Accounting FirmConsolidated and Combined Statements of Operations for the years ended June 30, 2017, 2016, and 2015Consolidated and Combined Statements of Comprehensive Income for the years ended June 30, 2017, 2016, and 2015Consolidated Balance Sheets as of June 30, 2017 and 2016Consolidated and Combined Statements of Cash Flows for the years ended June 30, 2017, 2016, and 2015Consolidated and Combined Statements of (Deficit) Equity for the years ended June 30, 2017, 2016, and 2015Notes to the Consolidated and Combined Financial Statements2.Financial Statement ScheduleSchedule II - Valuation and Qualifying Accounts.The following exhibits are filed with this Annual Report on Form 10-K or incorporated herein by reference to the document set forth next to the exhibit in thelist below: Incorporated by Reference ExhibitNumber Exhibit Description Form File No. Exhibit Filing Date Filed Herewith3.1 Certificate of Incorporation of CDK Global, Inc. 8-K 1-36486 3.1 10/1/2014 3.2 Amended and Restated By-Laws of CDK Global, Inc., dated March 7, 2017 8-K 1-36486 3.1 3/9/2017 4.1 Indenture, dated as of October 14, 2014, among CDK Global, Inc. and U.S.Bank National Association, as trustee, pursuant to which the 3.30% SeniorNotes due 2019 were issued 8-K 1-36486 4.1 10/17/2014 4.2 Indenture, dated as of October 14, 2014, among CDK Global, Inc. and U.S.Bank National Association, as trustee, pursuant to which the 4.50% SeniorNotes due 2024 were issued 8-K 1-36486 4.2 10/17/2014 4.3 Indenture, dated as of May 15, 2017, between CDK Global, Inc. and U.S.Bank National Association, as trustee, pursuant to which the 4.875% seniornotes due 2027 were issued 8-K 1-36486 4.1 5/15/2017 4.4 Registration Rights Agreement, dated as of May 15, 2017, between CDKGlobal, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated 8-K 1-36486 4.2 5/15/2017 10.1 Letter Agreement, by and among CDK Global, Inc., Elliott Associates, L.P.,Elliott International, L.P. and Elliott International Capital Advisors Inc., datedAugust 2, 2016 8-K 1-36486 10.1 8/3/2016 10.2 Credit Agreement, dated as of December 9, 2016, among the Company, thelenders party thereto, and Bank of America, N.A. as Administrative Agent 8-K 1-36486 10.1 12/12/2016 10.3 First Amendment, dated as of December 9, 2016, to the Credit Agreementdated September 16, 2014, among the Company (f/k/a CDK Global Holdings,LLC), the borrowing subsidiaries from time to time party thereto, the lendersparty thereto, and JP Morgan Chase Bank, as Administrative Agent 8-K 1-36486 10.2 12/12/2016 10810.4 First Amendment, dated as of December 9, 2016, to the Credit Agreementdated December 14, 2015, among the Company, the lenders party thereto, andBank of America, N.A., as Administrative Agent 8-K 1-36486 10.3 12/12/2016 10.5 CDK Global, Inc. 2014 Omnibus Award Plan (Management CompensatoryPlan) DEF 14A 1-36486 Appendix A 9/22/2015 10.6 First Amendment to the CDK Global, Inc. 2014 Omnibus Award Plan(Management Compensatory Plan) X10.7 CDK Global Inc. Deferred Compensation Plan (Management CompensatoryPlan) 8-K 1-36486 10.9 10/1/2014 10.8 UK Tax Advantaged Sub-Plan (Management Compensatory Plan) 8-K 1-36486 10.1 1/26/2015 10.9 CDK Global, Inc. Corporate Officer Severance Plan (ManagementCompensatory Plan) 10-Q 1-36486 10.7 2/3/2016 10.10 Second Amended and Restated Change in Control Severance Plan forCorporate Officers (Management Compensatory Plan) 10-K 1-36486 10.20 8/9/2016 10.11 Third Amended and Restated Change in Control Severance Plan forCorporate Officers (Management Compensatory Plan) X10.12 Form of Deferred Unit Award Agreement under the 2014 Omnibus AwardPlan (Form for Non-Employee Director) (Management Compensatory Plan) 10-Q 1-36486 10.18 11/13/2014 10.13 Form of Restricted Stock Unit Award Agreement under the 2014 OmnibusAward Plan (Form for Non-Employee Director) (Management CompensatoryPlan) 10-Q 1-36486 10.7 11/3/2015 10.14 Form of Stock Option Grant Agreement under the 2014 Omnibus AwardPlan (Form for Non-Employee Director) (Management Compensatory Plan) 10-Q 1-36486 10.8 11/3/2015 10.15 Form of Stock Option Grant Agreement under the 2014 Omnibus AwardPlan (Form for Corporate Officers) (Management Compensatory Plan) 10-Q 1-36486 10.8 2/3/2016 10.16 UK Tax Advantaged Sub-Plan Form of Stock Option Grant Agreement underthe 2014 Omnibus Award Plan (Form for Corporate Officers) (ManagementCompensatory Plan) 10-Q 1-36486 10.9 2/3/2016 10.17 Form of Restricted Unit Award Agreement under the 2014 Omnibus AwardPlan (Form for Corporate Officers) (Management Compensatory Plan) 10-Q 1-36486 10.10 2/3/2016 10.18 Form of Restricted Stock Award Agreement under the 2014 Omnibus AwardPlan (Form for Corporate Officers) (Management Compensatory Plan) 10-Q 1-36486 10.11 2/3/2016 10.19 Form of Performance Stock Unit Award Agreement under the 2014 OmnibusAward Plan (Form for Corporate Officers) (Management CompensatoryPlan) 10-Q 1-36486 10.12 2/3/2016 12.1 Computation of Ratio of Earnings to Fixed Charges X21.1 Subsidiaries of the Registrant X23.1 Consent of Deloitte & Touche LLP, independent registered public accountingfirm X31.1 Certification by Brian P. MacDonald pursuant to Rule 13a-14(a) of theSecurities Exchange Act of 1934 X31.2 Certification by Lee J. Brunz pursuant to Rule 13a-14(a) of the SecuritiesExchange Act of 1934 X32.1 Certification by Brian P. MacDonald pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X32.2 Certification by Lee J. Brunz pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X101.INS XBRL instance document X101.SCH XBRL taxonomy extension schema document X101.CAL XBRL taxonomy extension calculation linkbase document X101.LAB XBRL taxonomy label linkbase document X101.PRE XBRL taxonomy extension presentation linkbase document X101.DEF XBRL taxonomy extension definition linkbase document X109SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized. CDK Global, Inc.(Registrant) Date:August 8, 2017/s/ Lee J. BrunzLee J. Brunz Executive Vice President, Interim Chief Financial Officer(principal financial and accounting officer)(Title)Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of theRegistrant and in the capacities and on the dates indicated.Signature Title Date/s/ Brian P. MacDonald President, Chief Executive Officer and Director (principal executive officer) August 8, 2017Brian P. MacDonald /s/ Lee J. Brunz Executive Vice President, Interim Chief Financial Officer (principal financial andaccounting officer) August 8, 2017Lee J. Brunz /s/ Leslie A. Brun Director August 8, 2017Leslie A. Brun /s/ Willie A. Deese Director August 8, 2017Willie A. Deese /s/ Amy J. Hillman Director August 8, 2017Amy J. Hillman /s/ Eileen J. Martinson Director August 8, 2017Eileen J. Martinson /s/ Stephen A. Miles Director August 8, 2017Stephen A. Miles /s/ Robert E. Radway Director August 8, 2017Robert E. Radway /s/ Stephen F. Schuckenbrock Director August 8, 2017Stephen F. Schuckenbrock /s/ Frank S. Sowinski Director August 8, 2017Frank S. Sowinski /s/ Robert M. Tarkoff Director August 8, 2017Robert M. Tarkoff 110Exhibit 10.6AMENDMENT NO. 1 TO THECDK GLOBAL, INC. 2014 OMNIBUS AWARD PLANTHIS AMENDMENT NO. 1 (this “Amendment”) is made to the CDK Global, Inc. 2014 Omnibus Award Plan (the “Equity Plan”) effective as of this 18th dayof January 2017. Capitalized terms used and not defined herein shall have their respective meanings as set forth in the Equity Plan.1.Method of Exercise and Form of Payment. Section 7(d)(ii) is amended by adding the words “(up to the maximum rate)” at the end of the clause,such that Section 7(d)(ii) shall hereinafter read as follows:“(ii) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise deliverable in respectof an Option that are needed to pay the Exercise Price and all applicable required withholding taxes (up to the maximum rate);”2.Tax Withholding. Section 14(d)(ii) is amended by deleting the words “(but no more than the minimum required statutory withholding liability)”and replacing them with “(up to the maximum statutory withholding amount permitted)” such that Section 14(d)(ii) shall hereinafter read asfollows:“(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in wholeor in part, the foregoing withholding liability (up to the maximum statutory withholding amount permitted) by (A) the delivery of sharesof Common Stock (which are not subject to any pledge or other security interest ) owned by the Participant having a Fair Market Valueequal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuableor deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholdingliability.”3.General. This Amendment shall not constitute a waiver, amendment or modification of any provision of the Equity Plan not expressly referred toherein. On and after the date hereof, each reference in the Equity Plan to “the Plan,” “herein,” “hereof,” “hereunder” or words of similar import shallmean and be a reference to the Equity Plan as amended hereby. To the extent that a provision of this Amendment conflicts with or differs from aprovision of the Equity Plan, such provision of this Amendment shall prevail and govern for all purposes and in all respects.4.Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable tocontracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.Exhibit 10.11CDK GLOBAL, INC.THIRD AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLANFORCORPORATE OFFICERSThe purpose of this Third Amended and Restated Change in Control Severance Plan for Corporate Officers (the “Plan”) is to enable CDK Global,Inc., a Delaware corporation (the “Company”), to offer a form of income protection to “Participants” (as defined in Section 1.1 below) in the event theiremployment with the Company terminates under certain circumstances due to a “Change in Control” (as defined in Section 8.3 below). The Plan, which wasestablished effective as of September 30, 2014 and amended and restated effective as of September 9, 2015 and August 9, 2016 (the “Prior Plan”), is herebyamended and restated effective as of August 8, 2017; provided, however, that in accordance with Section 5.1 below, no provision herein that provides for areduction of benefits from the Prior Plan shall be effective with respect to any individual Participant who suffers a Qualifying Termination prior to February 5,2018. Subject to proviso in the immediately preceding sentence, the Plan, as amended and restated herein, supersedes in its entirety the Prior Plan.ARTICLE I: ELIGIBILITY AND BENEFITS1.1 Eligibility and Participation. Each employee who is a corporate officer of the Company on the date of a Change in Control as a result of hiselection by the Board of Directors of the Company (the “Board”) is eligible to participate in the Plan (a “Participant”). Notwithstanding the foregoing, if anemployee who is not a corporate officer on the date of a Change in Control reasonably demonstrates that, in contemplation of the Change in Control or at therequest of a party which subsequently causes a Change in Control, the Company removed him from such office, such employee shall also be a Participant.Each Participant will receive a participation letter confirming the Participant’s participation in the Plan, in the form attached hereto as Exhibit A.1.2 Severance Benefits. (a) If a Change in Control occurs prior to the date a Participant’s employment with the Company terminates, then upon thetermination of the Participant’s employment by the Company without “Cause” (as defined in Section 8.2 below) or by the Participant for “Good Reason” (asdefined in Section 8.6 below), in either case during the two-year period following the Change in Control (individually, a “Qualifying Termination”), subjectto Section 1.6 below, such Participant shall be paid a lump sum payment equal to the sum of the following amounts (collectively, the “Severance Benefits”):(i) Severance Payments. A payment equal to 200% (or in the case of the Company’s Chief Executive Officer, 250%) of the Participant’s “CurrentTotal Annual Compensation” (as defined in Section 8.5 below); and(ii) Pro Rata Bonus. A payment equal to a pro-rata portion of the Participant’s target annual cash bonus opportunity for the fiscal year in which theParticipant’s Qualifying Termination occurs, determined by multiplying the amount of such target annual cash bonus opportunity by a fraction, thenumerator of which is the number of days during the fiscal year of the Qualifying Termination that the Participant is employed by the Company and thedenominator of which is 365.(b) Any Participant entitled to a Severance Benefit (in accordance with Section 1.2(a) above) shall receive his Severance Benefit in the form of alump-sum payment on the 60th day following the date of his Qualifying Termination.1.3 Additional Benefits. A Participant entitled to receive a Severance Benefit shall also receive the following additional benefits:(a) The Company shall cause options to purchase Company stock (“Stock Options”) held by a Participant that are not fully vested and exercisableon the date of the Qualifying Termination to become fully vested and exercisable as of the date of such Qualifying Termination.(b) The Company shall cause unvested restricted shares of Company stock (the “Restricted Shares”) and unvested restricted stock units (the“RSUs”) held by a Participant on the date of the Qualifying Termination, that, in either case, are subject to vesting based solely on the Participant’scontinued service to the Company, to become fully vested (and in the case of RSUs, settled) as of the date of such Qualifying Termination.(c) With respect to each of the then-ongoing performance-based restricted stock programs (“PBRS”) and performance stock unit programs (“PSU”),and/or any successor programs to the PBRS and PSU programs, which remain subject to any performance-based conditions at the time of the QualifyingTermination, the Company shall grant to a Participant on the date of the Qualifying Termination without any further vesting conditions, the number of sharesof Company stock a Participant would have been entitled to receive (i) taking into account actual performance for any performance goal with respect towhich the specific performance period has ended for such performance goal as of the date of the Change in Control and (ii) deeming all other applicableperformance goals achieved at the 100% target rate.(d) With respect to each of the then-ongoing performance-based restricted unit programs (“PBRU”), and/or any successor programs to the PBRUprograms, the cash amount a Participant would have been entitled to receive (i) taking into account actual performance for any performance goal with respectto which the specific performance period has ended for such performance goal as of the date of the Change in Control and (ii) deeming all other applicableperformance goals achieved at 100% of target.(e) Commencing on the date immediately following the date of the Qualifying Termination, the Company shall maintain in full force and effect (orotherwise provide) with respect to a Participant (and, to the extent applicable, his or her covered dependents), and shall permit them to participate in, BenefitPlans upon the same terms and conditions and otherwise to the same extent as such Benefit Plans are maintained for and made available to similarly situatedactive employees of the Company from time to time, as determined in good faith by the Plan Administrator until the earlier of (i) the date that suchParticipant becomes eligible for participation in the respective medical, dental, vision and basic life insurance benefits plans of a subsequent employer and(ii) eighteen (18) months (or in the case of the Company's Chief Executive Officer, twenty-four (24) months) from the date of the Qualifying Termination (the“Benefit Plans Continuation Period”), in all events provided that such Participant’s continued participation is permissible under applicable law and the termsand provisions of such Benefit Plans, and provided that if the provision of continued benefits on terms applicable to active employees results, or wouldreasonably be expected to result, in adverse tax or other consequences to the Company, as determined in good faith by the Plan Administrator, then theCompany shall permit continued participation by such Participant at the Participant’s expense, and the Company shall provide monthly reimbursements tothe Participant during the Benefit Plans Continuation Period for the same portion of themonthly cost of such continued participation that the Company subsidizes for similarly situated active employees, if permissible under applicable law. In allevents, the Company and the Participant shall share the costs of the continuation of such Benefit Plan participation in the same proportion as such costs arethen shared by similarly situated active employees of the Company, as determined in good faith by the Plan Administrator. Notwithstanding the foregoing, if(i) no such Benefit Plans are maintained for similarly situated active employees of the Company, or (ii) the Plan Administrator determines in its solediscretion that participation in any Benefit Plan after a Participant’s Qualifying Termination is prohibited by applicable law or the terms and provisions ofsuch Benefit Plan or would subject the Company to an unreasonable additional cost, the Company shall pay such Participant a monthly cash amount duringthe Benefit Plans Continuation Period equal to the Company’s proportion of the monthly cost to provide the same benefits to similarly situated activeemployees of the Company as of the date immediately prior to the date of the Qualifying Termination, as such costs were then shared between the Companyand active employees, as determined in good faith by the Plan Administrator. The coverage period for purposes of the group health continuationrequirements of Section 4980B of the Code shall commence on the date of the Qualifying Termination, and shall run concurrently with the Benefit PlansContinuation Period.1.4 Reduction of Payments. If a Participant’s receipt of any payment and/or non-monetary benefit under this Plan (including, without limitation,the accelerated vesting of Stock Options, Restricted Shares, and/or awards under the PBRS, PBRU, and/or PSU programs, and any successor programs)(collectively, the “Payments”) would, in the determination of a nationally recognized accounting firm retained by the Company (the “Accounting Firm”),cause him to become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Companyshall reduce his Payments in the manner and in the amounts determined by the Accounting Firm to be necessary to avoid the application of such excise tax(the “Reduced Amount”); provided, that the foregoing shall not apply if the Accounting Firm determines that, if such Payments were not so reduced, the netamount of Payments that the Participant would receive after payment of such excise tax would be greater than the Reduced Amount. Any determinations bythe Accounting Firm pursuant to this Section 1.4 shall be binding upon the Company and the Participant.1.5 Rights of Participants. Nothing contained herein shall be held or construed to create any liability or obligation on the Company to retain anyParticipant in its service or in a corporate officer position. All Participants shall remain subject to discharge or discipline to the same extent as if the Plan didnot exist.1.6 Release of Claims. All payments and benefits hereunder shall be conditioned upon the Participant executing and delivering to the Companywithin 45 days following his Qualifying Termination, and not revoking during any applicable revocation period, a general release of all claims against theCompany and its subsidiaries, affiliates, and related persons in a form provided by the Company which is substantially similar to the Company’s then-currentform of release. If a Participant fails to timely execute such release or timely revokes his acceptance of such release, the Participant shall not be entitled to anyseverance payments or benefits hereunder.ARTICLE II: FUNDING2.1. Funding. The Plan shall be funded out of the general assets of the Company as and when benefits are payable under the Plan. All Participantsshall be solely general creditors of the Company.ARTICLE III: RESTRICTIVE COVENANTS3.1 Restrictive Covenants. As additional consideration for the Severance Benefit (and additional benefits) provided under this Plan, the Participanthereby agrees to and/or reaffirms the restrictive covenants contained in the Company’s Restrictive Covenant Agreement entered into between the Participantand the Company prior to the date hereof or effective upon the Participant becoming subject to the Plan.ARTICLE IV: ADMINISTRATION OF THE PLAN4.1 Plan Administrator. The general administration of the Plan shall be placed with the Compensation Committee of the Board or an administrativecommittee appointed by the Board (the “Committee”).4.2 Reimbursement of Expenses of Committee. The Company shall pay or reimburse the members of the Committee for all reasonable expensesincurred in connection with their duties hereunder.4.3 Action by the Plan Committee. Decisions of the Committee shall be made by a majority of its members attending a meeting at which a quorumis present (which meeting may be held telephonically), or by written action in accordance with applicable law. No member of the Committee may act withrespect to a matter which involves only that member. It is intended that the Committee shall enforce the Plan in accordance with its terms and shall not haveadministrative discretion to vary the terms of the Plan or a Participant’s rights under the Plan.4.4 Retention of Professional Assistance. The Committee may employ such legal counsel, accountants and other persons as may be required incarrying out its work in connection with the Plan, and the Company shall pay the fees and expenses of such persons.4.5 Accounts and Records. The Committee shall maintain such accounts and records regarding the fiscal and other transactions of the Plan, andsuch other data as may be required to carry out its functions under the Plan and to comply with all applicable laws.4.6 Compliance with Applicable Law. The Company shall be deemed the administrator of the Plan for the purposes of any applicable law and shallbe responsible for the preparation and filing of any required returns, reports, statements or other filings with appropriate governmental agencies. TheCompany shall also be responsible for the preparation and delivery of information to persons entitled to such information under any applicable law.4.7 Reimbursement of Expenses. If any contest or dispute shall arise under this Plan involving termination of a Participant’s employment with theCompany or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall, immediately after thedate a court issues a final order from which no appeal can be taken, or with respect to which the time period to appeal has expired, reimburse such Participantfor all reasonable legal fees and expenses, if any, paid by the Participant in connection with such contest or dispute (together with interest in an amount equaltothe JP Morgan Chase & Co. prime rate from time to time in effect, such interest to begin to accrue on the dates Participant actually paid such fees andexpenses through the date of payment thereof); provided, however, the Participant shall not be entitled to any reimbursement for his legal fees and expensesif a court has made a final determination that the Participant’s position was without merit.ARTICLE V: AMENDMENT AND TERMINATION5.1 Amendment and Termination. The Company reserves the right to amend or terminate, in whole or in part, any or all of the provisions of thisPlan by action of the Board at any time; provided, that, during the two-year period following a Change in Control, the Company shall no longer have thepower to amend or terminate the Plan in any manner adverse to Participants, except for amendments to comply with changes in applicable law which do notreduce the benefits and payments due hereunder in the event of a Qualifying Termination; provided, further, that, in no event shall any amendment reducingthe benefits provided hereunder or any Plan termination be effective until at least six months after the date of the applicable action by the Board, and in noevent shall become effective if a Change in Control occurs during such six month period.ARTICLE VI: SUCCESSORS6.1 Successors. The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise,to all or substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company’s obligationsunder this Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had takenplace. In such event, the term “Company,” as used in this Plan, shall mean the Company, as applicable, as hereinbefore defined and any successor or assigneeto the business or assets which by reason hereof becomes bound by the terms and provisions of this Plan.ARTICLE VII: MISCELLANEOUS7.1 No Duty to Mitigate/Set-off. No Participant entitled to receive a Severance Benefit shall be required to seek other employment or to attempt inany way to reduce any amounts payable to him pursuant to this Plan. The Severance Benefit payable hereunder shall not be reduced by any compensationearned by the Participant as a result of employment by another employer or otherwise. The Company’s obligations to pay the Severance Benefits and toperform its obligations hereunder shall not be affected by any circumstances including without limitation, any set off, counterclaim, recoupment, defense orother right which the Company may have against the Participant.7.2 Headings. The headings of the Plan are inserted for convenience of reference only and shall have no effect upon the meaning of the provisionshereof.7.3 Use of Words. Whenever used in this instrument, a masculine pronoun shall be deemed to include the masculine and feminine gender, and asingular word shall be deemed to include the singular and plural, in all cases where the context so requires.7.4 Controlling Law. The construction and administration of the Plan shall be governed the laws of the State of New York (without reference torules relating to conflicts of law).7.5 Withholding. The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations itreasonably believes it may have to withhold federal, state or local income or other taxes incurred by reason of payments pursuant to this Plan.7.6 Severability. Should any provision of the Plan be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affectthe other provisions of the Plan unless such determination shall render impossible or impracticable the functioning of the Plan, and in such case, anappropriate provision or provisions shall be adopted so that the Plan may continue to function properly.7.7 Rights Under Other Plans, Policies, Practices and Agreements.a. Other than as expressly provided herein, the Plan does not supersede any other plans, policies, and/or practices of the Company.b. The Plan supersedes any other change in control severance plans, policies and/or practices of the Company as to the Participants.7.8 Insurance. The Company shall continue to cover the Participants, or cause the Participants to be covered, under any director and officerinsurance maintained after a Change in Control for directors and officers of the Company or its successor (whether by the Company or another entity) at noless of a level as that maintained by the Company or its successor for its directors and officers. Such coverage shall continue for any period during which theParticipant may have any liability for his actions or omissions. Following a Change in Control and in addition to any rights under any other indemnificationagreement, the Company or its successor shall indemnify the Participant to the fullest extent permitted by law against any claims, suits, judgments, expensesarising from, out of, or in connection with the Participant’s services as an officer or director of the Company, or as a fiduciary of any benefit plan of theCompany.7.9 Code Section 409A.a. The Company intends that the Plan and all benefits provided thereunder either comply with, or be exempt from, Section 409A of the Code andthe regulations and guidance promulgated thereunder (“Section 409A”), and to the maximum extent permitted, the Plan shall be interpreted in accordancewith such intent. Nothing contained herein shall constitute any representation or warranty by the Company regarding compliance with Section 409A.b. Notwithstanding any contrary provision in the Plan or otherwise, any payments of “nonqualified deferred compensation” (within the meaning ofSection 409A) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A) as a result of his or herseparation from service (other than a payment that is not subject to Section 409A), to the extent necessary to comply with Section 409A, shall be delayed forthe first 6 months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the day thatimmediately follows the end of such 6 month period. Any remaining payments of nonqualified deferred compensation shall be paid without delay and at thetime or times such payments are otherwise scheduled to be made.c. To the extent necessary to comply with Section 409A, a termination of service shall not be deemed to have occurred for purposes of anyprovision of the Plan providing for the payment or provision of any amounts or benefits thatare considered nonqualified deferred compensation under Section 409A upon or following a termination of service unless such termination is also a“separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. Forpurposes of any such provision of the Plan or any Severance Agreement relating to any such payments or benefits, references to a “termination,” “terminationof employment,” “termination of service” or like terms shall mean “separation from service.”7.10 Effectiveness of Plan. This Plan is effective as of September 9, 2015.ARTICLE VIII: DEFINITIONS8.1 “Benefit Plans” shall mean: the medical, dental, vision and basic life insurance plans, programs, and arrangements offered by the Company, assuch plans, programs and arrangements may be in effect from time to time.8.2 “Cause” shall mean: (A) gross negligence or willful misconduct by a Participant which is materially injurious to the Company, monetarily orotherwise; (B) misappropriation or fraud with regard to the Company or its assets; (C) conviction of, or the pleading of guilty or nolo contendere to, a felonyinvolving the assets or business of the Company; or (D) willful and continued failure to substantially perform his duties after written notice by the Board. Forpurpose of the preceding sentence, no act or failure to act by a Participant shall be considered “willful” unless done or omitted to be done by such Participantin bad faith and without reasonable belief that the Participant’s action or omission was in the best interests of the Company. Any act, or failure to act, basedupon authority given pursuant to a resolution duly adopted by the Board, or based upon the advice of counsel for the Company, shall be conclusivelypresumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.8.3 “Change in Control” shall mean the consummation of any of the following: (A) any “Person” (as defined in Section 3(a)(9) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”)), excluding the Company, any subsidiary of the Company, or any employee benefit plan sponsoredor maintained by the Company (including any trustee of any such plan acting in his capacity as trustee), becomes the “beneficial owner” (as defined in Rule13d-3 under the Exchange Act) of securities of the Company representing 35% or more of the total combined voting power of the Company’s thenoutstanding securities; (B) the merger, consolidation or other business combination of the Company (a “Transaction”), other than a Transaction immediatelyfollowing which the stockholders of the Company immediately prior to the Transaction continue to be the beneficial owners of securities of the resultingentity representing more than 65% of the voting power in the resulting entity, in substantially the same proportions as their ownership of Company votingsecurities immediately prior to the Transaction; (C) the sale of all or substantially all of the Company’s assets, other than a sale immediately following whichthe stockholders of the Company immediately prior to the sale are the beneficial owners of securities of the purchasing entity representing more than 65% ofthe voting power in the purchasing entity, in substantially the same proportions as their ownership of Company voting securities immediately prior to theTransaction; or (D) the first day on which the majority of the members of the Board cease to be Continuing Directors.8.4 “Continuing Directors” shall mean as of any date of determination, any member of the Board who: (A) was a member of such Board as ofAugust 9, 2016; or (B) was nominated for election or elected to such Board with the approval of a majority of the Continuing Directors who were members ofsuch Board of Directors at the time of such nomination or election.8.5 “Current Total Annual Compensation” shall be the sum of the following amounts: (A) the greater of a Participant’s highest rate of annual salaryduring the fiscal year in which his employment terminates or such Participant’s highest rate of annualsalary during the fiscal year immediately prior to the year of such termination; and (B) 100% of the Participant’s target annual cash bonus opportunity for thefiscal year in which the Participant’s Qualifying Termination occurs.8.6 “Good Reason” shall mean the occurrence of any of the following events after a Change in Control without the Participant’s express writtenconsent: (A) material diminution in the Participant’s position, duties, responsibilities or authority as of the date immediately prior to the Change in Control;or (B) a reduction in a Participant’s base compensation or a failure to provide incentive compensation opportunities at least as favorable in the aggregate asthose provided immediately prior to the Change in Control; or (C) failure to provide employee benefits at least as favorable in the aggregate as thoseprovided immediately prior to the Change in Control; or (D) a failure of any successor or assign (whether direct or indirect, by purchase, merger,consolidation or otherwise) of the Company to assume in writing the obligations hereunder. A termination for Good Reason shall mean a termination by aParticipant effected by written notice given by the Participant to the Company within 30 days after the occurrence of the Good Reason event, unless theCompany shall, within 15 days after receiving such notice, take such action as is necessary to fully remedy such Good Reason event in which case the GoodReason event shall be deemed to have not occurred.* * *Exhibit AForm of Participation Letter[Participant Name][Address]Dear [____________________]:This letter is to confirm that, effective as of the date hereof, you are a covered “Participant” in the CDK Global, Inc. (the “Company”) Third Amended andRestated Change in Control Severance Plan for Corporate Officers (the “Plan”). Your continued participation and eligibility for benefits under the Plan shallbe determined in accordance with the terms and conditions of the Plan. In consideration for the payments and benefits under the Plan, you hereby agreeand/or reaffirm that you are subject to the Company’s Restrictive Covenant Agreement.Nothing contained in the Plan or this letter shall be held or construed to create any liability upon the Company to retain you in its service. The Companyreserves the right to amend, modify or terminate the Plan as permitted under the terms of the Plan.Please countersign this letter and return it to ____________________ by no later than ____________________.Sincerely, [Name][Title]Acknowledged and Agreed: [Name of Participant] DateExhibit 12.1CDK Global, Inc.Computation of Ratio of Earnings to Fixed Charges(dollars in millions)Years Ended June 30,2017 2016 2015 2014 2013Earnings before income taxes$435.3 $369.1 $299.9 $353.3 $320.7Less: (income) loss from equity investees(5.9) (4.7) (3.1) (0.6) 0.6Add: fixed charges72.4 56.5 43.7 12.3 10.0Earnings before income taxes and fixed charges$501.8 $420.9 $340.5 $365.0 $331.3 Interest expense$57.2 $40.2 $28.8 $1.0 $0.9Interest component of rental expense(1)15.2 16.3 14.9 11.3 9.1Fixed charges$72.4 $56.5 $43.7 $12.3 $10.0 Ratio of earnings to fixed charges6.93 7.45 7.79 29.67 33.13(1) The interest component of rental expense is estimated to be one-third of rental expense.Exhibit 21.1Name of Subsidiary Jurisdiction ofIncorporationCDK Global, LLC DelawareCDK Global (Canada) Holding Co. Nova ScotiaCDK Global (Canada) Limited CanadaCDK Global (Luxembourg) 1 S.à.r.l LuxembourgCDK Global (Luxembourg) 2 S.à.r.l LuxembourgCDK Global (UK) Limited United KingdomCDK Global Group BV NetherlandsCDK Global Holdings, Inc. DelawareCDK Global Holdings II, LLC DelawareCDK Global Holdings (UK) Limited United KingdomIP Networked Services, Inc. DelawareCDK Data Services, Inc. (f/k/a Digital Motorworks, Inc.) TexasCDK Global (UK) LP United KingdomCDK Global International Holdings, Inc. DelawareCDK Global UK GP Holdings, LLC DelawareCDK Vehicle Registration, Inc. CaliforniaComputerized Vehicle Registration, Inc. CaliforniaIn accordance with Item 601(b)(21) of Regulation S-K, the Company has omitted the names of particular subsidiaries because the unnamed subsidiarieswould not have constituted a significant subsidiary as of June 30, 2017.Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement No. 333-199078 on Form S-8 of our reports dated August 8,2017, relating to the consolidated and combined financial statements and financial statement schedule of CDK Global, Inc. (whichexpresses an unqualified opinion and includes an explanatory paragraph related to the inclusion of expense allocations for certaincorporate functions historically provided by Automatic Data Processing, Inc.) and the effectiveness of CDK Global, Inc.'s internalcontrol over financial reporting, appearing in this Annual Report on Form 10-K of CDK Global, Inc. for the year ended June 30, 2017./s/ DELOITTE & TOUCHE LLPChicago, IllinoisAugust 8, 2017EXHIBIT 31.1Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934I, Brian P. MacDonald, certify that:1.I have reviewed this Annual Report on Form 10-K of CDK Global, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.Date:August 8, 2017/s/ Brian P. MacDonald Brian P. MacDonald President, Chief Executive OfficerEXHIBIT 31.2Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934I, Lee J. Brunz, certify that:1.I have reviewed this Annual Report on Form 10-K of CDK Global, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.Date:August 8, 2017/s/ Lee J. Brunz Lee J. Brunz Executive Vice President, Interim Chief Financial OfficerEXHIBIT 32.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERCERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of CDK Global, Inc. (the "Company") on Form 10-K for the fiscal year ended June 30, 2017 as filed with the Securitiesand Exchange Commission on the date hereof (the "Report"), I, Brian P. MacDonald, President, Chief Executive Officer of the Company, certify, pursuant to18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date:August 8, 2017/s/ Brian P. MacDonald Brian P. MacDonald President, Chief Executive OfficerEXHIBIT 32.2CERTIFICATION OF CHIEF FINANCIAL OFFICERCERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of CDK Global, Inc. (the "Company") on Form 10-K for the fiscal year ended June 30, 2017 as filed with the Securitiesand Exchange Commission on the date hereof (the "Report"), I, Lee J. Brunz, Executive Vice President, Interim Chief Financial Officer of the Company,certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date:August 8, 2017/s/ Lee J. Brunz Lee J. Brunz Executive Vice President, Interim Chief Financial Officer

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