10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

ý        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2018

OR

o        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From          to         

Commission File Number 001-36486

______________

CDK Global, Inc.

(Exact name of registrant as specified in its charter)

______________

Delaware	46-5743146
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
1950 Hassell Road, Hoffman Estates, IL	60169
(Address of principal executive offices)	(Zip Code)

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

______________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý   No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ý       No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý	Accelerated filer o
Non-accelerated filer o	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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No  ý

The number of shares outstanding of the registrant’s common stock as of November 5, 2018 was 128,773,455.

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations Three months ended September 30, 2018 and 2017	2
	Condensed Consolidated Statements of Comprehensive Income Three months ended September 30, 2018 and 2017	3
	Condensed Consolidated Balance Sheets As of September 30, 2018 and June 30, 2018	4
	Condensed Consolidated Statements of Cash Flows Three months ended September 30, 2018 and 2017	5
	Condensed Consolidated Statements of (Deficit) Equity Three months ended September 30, 2018 and 2017	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6.	Exhibits	49
	Signatures	51

1

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CDK Global, Inc.

Condensed Consolidated Statements of Operations

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended
	September 30,
	2018			2017
Revenues	$	554.5		$	565.7
Expenses:
Cost of revenues	281.6			307.7
Selling, general and administrative expenses	98.3			113.7
Restructuring expenses	17.2			6.5
Total expenses	397.1			427.9
Operating earnings	157.4			137.8
Interest expense	(32.2		)	(23.3		)
Other income, net	2.6			5.3
Earnings before income taxes	127.8			119.8
Provision for income taxes	(35.5		)	(36.7		)
Net earnings	92.3			83.1
Less: net earnings attributable to noncontrolling interest	2.0			1.8
Net earnings attributable to CDK	$	90.3		$	81.3
Net earnings attributable to CDK per common share:
Basic	$	0.70		$	0.58
Diluted	$	0.69		$	0.57
Weighted-average common shares outstanding:
Basic	129.6			140.1
Diluted	130.4			141.4

See notes to the condensed consolidated financial statements.

2

CDK Global, Inc.

Condensed Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Three Months Ended
	September 30,
	2018			2017
Net earnings	$	92.3		$	83.1
Other comprehensive income (loss):
Currency translation adjustments	(6.0		)	14.2
Other comprehensive income (loss)	(6.0		)	14.2
Comprehensive income	86.3			97.3
Less: comprehensive income attributable to noncontrolling interest	2.0			1.8
Comprehensive income attributable to CDK	$	84.3		$	95.5

See notes to the condensed consolidated financial statements.

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CDK Global, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share par value)

(Unaudited)

	September 30,			June 30,
	2018			2018
Assets
Current assets:
Cash and cash equivalents	$	312.8		$	804.4
Accounts receivable, net of allowances of $5.3 and $7.4, respectively	383.6			374.6
Other current assets	115.6			188.3
Total current assets	812.0			1,367.3
Property, plant and equipment, net	141.2			131.9
Other assets	285.5			165.5
Goodwill	1,592.4			1,217.2
Intangible assets, net	259.8			126.5
Total assets	$	3,090.9		$	3,008.4
Liabilities and Stockholders' Deficit
Current liabilities:
Current maturities of long-term debt and capital lease obligations	$	17.9		$	45.2
Accounts payable	44.5			50.5
Accrued expenses and other current liabilities	253.0			198.0
Accrued payroll and payroll-related expenses	63.1			85.7
Short-term deferred revenues	122.1			169.0
Total current liabilities	500.6			548.4
Long-term debt and capital lease obligations	2,673.6			2,575.5
Long-term deferred revenues	68.6			110.4
Deferred income taxes	85.6			56.7
Other liabilities	62.1			64.7
Total liabilities	3,390.5			3,355.7
Stockholders' Deficit:
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, 128.8 and 130.1 shares, respectively	1.6			1.6
Additional paid-in-capital	654.6			679.8
Retained earnings	933.6			753.0
Treasury stock, at cost: 31.6 and 30.2 shares, respectively	(1,909.6		)	(1,810.7		)
Accumulated other comprehensive income	5.1			11.5
Total CDK stockholders' deficit	(314.7		)	(364.8		)
Noncontrolling interest	15.1			17.5
Total stockholder's deficit	(299.6		)	(347.3		)
Total liabilities and stockholders' deficit	$	3,090.9		$	3,008.4

See notes to the condensed consolidated financial statements.

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CDK Global, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Three Months Ended
	September 30,
	2018			2017
Cash Flows from Operating Activities:
Net earnings	$	92.3		$	83.1
Adjustments to reconcile net earnings to cash flows provided by operating activities:
Depreciation and amortization	19.7			19.5
Deferred income taxes	7.8			2.3
Stock-based compensation expense	3.3			8.1
Other	1.4			1.5
Changes in operating assets and liabilities, net of effect from acquisitions of businesses:
Decrease (increase) in accounts receivable	12.2			(1.8		)
Decrease in other assets	13.0			19.8
Decrease in accounts payable	(9.5		)	(3.8		)
Decrease in accrued expenses and other liabilities	(0.2		)	(0.9		)
Net cash flows provided by operating activities	140.0			127.8
Cash Flows from Investing Activities:
Capital expenditures	(8.8		)	(10.3		)
Capitalized software	(10.1		)	(9.6		)
Acquisitions of businesses, net of cash acquired	(513.2		)	—
Contributions to investments	(10.0		)	—
Proceeds from investments	—			0.8
Net cash flows used in investing activities	(542.1		)	(19.1		)
Cash Flows from Financing Activities:
Proceeds from long-term debt	860.0			—
Repayments of long-term debt and capital lease obligations	(792.3		)	(11.6		)
Dividends paid to stockholders	(19.3		)	(19.7		)
Repurchases of common stock	(114.1		)	(14.6		)
Proceeds from exercises of stock options	1.0			2.6
Withholding tax payments for stock-based compensation awards	(14.9		)	(8.5		)
Dividend payments to noncontrolling owners	(4.4		)	—
Payments of deferred financing costs	(4.4		)	(0.4		)
Acquisition-related payments	(1.1		)	(0.9		)
Net cash flows used in financing activities	(89.5		)	(53.1		)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(3.5		)	6.9
Net change in cash, cash equivalents, and restricted cash	(495.1		)	62.5
Cash, cash equivalents, and restricted cash, beginning of period	817.1			734.0
Cash, cash equivalents, and restricted cash end of period	$	322.0		$	796.5
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	312.8		$	788.6
Restricted cash in funds held for clients included in other current assets	9.2			7.9
Total cash, cash equivalents, and restricted cash	$	322.0		$	796.5

Supplemental Disclosure:
Cash paid for:
Income taxes and foreign withholding taxes, net of refunds	$	11.8	$	8.7
Interest	6.8		6.5

See notes to the condensed consolidated financial statements.

5

CDK Global, Inc.

Condensed Consolidated Statement of (Deficit) Equity

(In millions)

(Unaudited)

	Common Stock			Additional Paid-in-Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income			Total CDK Stockholders' Deficit			Non-controlling Interest			Total Stockholders' Deficit
	Shares Issued	Amount
Balance as of June 30, 2018	160.3	$	1.6	$	679.8		$	753.0		$	(1,810.7	)	$	11.5		$	(364.8	)	$	17.5		$	(347.3	)
Net earnings	—	—		—			90.3			—			—			90.3			2.0			92.3
Foreign currency translation adjustments	—	—		—			—			—			(6.0		)	(6.0		)	—			(6.0		)
Stock-based compensation expense and related dividend equivalents	—	—		3.9			(0.1		)	—			—			3.8			—			3.8
Common stock issued for the exercise and vesting of stock-based compensation awards, net	—	—		(29.1		)	—			15.2			—			(13.9		)	—			(13.9		)
Dividends paid to stockholders ($0.15 per share)	—	—		—			(19.3		)	—			—			(19.3		)	—			(19.3		)
Repurchases of common stock	—	—					—			(114.1		)	—			(114.1		)	—			(114.1		)
Dividend payments to noncontrolling owners	—	—		—			—			—			—			—			(4.4		)	(4.4		)
Cumulative impact of adopting ASC 606 (Note 5)	—	—		—			109.7			—			(0.4		)	109.3			—			109.3
Balance as of September 30, 2018	160.3	$	1.6	$	654.6		$	933.6		$	(1,909.6	)	$	5.1		$	(314.7	)	$	15.1		$	(299.6	)

	Common Stock			Additional Paid-in-Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income		Total CDK Stockholders' Deficit			Non-controlling Interest		Total Stockholders' (Deficit)Equity
	Shares Issued	Amount
Balance as of June 30, 2017	160.3	$	1.6	$	608.6		$	452.7		$	(1,144.7	)	$	8.0	$	(73.8	)	$	17.0	$	(56.8	)
Net earnings	—	—		—			81.3			—			—		81.3			1.8		83.1
Foreign currency translation adjustments	—	—		—			—			—			14.2		14.2			—		14.2
Stock-based compensation expense and related dividend equivalents	—	—		6.9			(0.1		)	—			—		6.8			—		6.8
Common stock issued for the exercise and vesting of stock-based compensation awards, net	—	—		(17.6		)	—			11.7			—		(5.9		)	—		(5.9		)
Dividends paid to stockholders ($0.14 per share)	—	—		—			(19.7		)	—			—		(19.7		)	—		(19.7		)
Repurchase of common stock	—	—		66.9			—			(81.5		)	—		(14.6		)	—		(14.6		)
Balance as of September 30, 2017	160.3	$	1.6	$	664.8		$	514.2		$	(1,214.5	)	$	22.2	$	(11.7	)	$	18.8	$	7.1

See notes to the condensed consolidated financial statements.

6

CDK Global, Inc.

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts in millions, except per share amounts)

(Unaudited)

Note 1. Basis of Presentation

A. Description of Business

CDK Global, Inc. (the "Company" or "CDK") enables end-to-end automotive commerce across the globe. For over 40 years, the Company has served automotive retailers and original equipment manufacturers ("OEMs") by providing innovative solutions that allow them to better connect, manage, analyze, and grow their businesses. The Company's solutions automate and integrate all parts of the buying process, including the advertising, acquisition, sale, financing, insuring, parts supply, repair, and maintenance of vehicles, in more than 100 countries around the world, for approximately 28,000 retail locations and most OEMs.

The Company is organized into two main operating groups. The Company's first operating group is CDK North America which is comprised of two reportable segments, Retail Solutions North America ("RSNA") and Advertising North America ("ANA"). The second operating group, which is also a reportable segment, is CDK International ("CDKI"). In addition, the Company has an Other segment, the primary components of which are corporate allocations and other expenses not recorded in the segment results. Refer to Note 15 for further information.

B. Basis of Preparation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect assets, liabilities, revenues, and expenses that are reported in the accompanying financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.

The accompanying condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. Interim financial results are not necessarily indicative of financial results for a full year. The financial statements in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2018.

Certain prior year amounts have been reclassified to conform to current year presentation. See the discussion in Note 3, New Accounting Pronouncements for the impact of adopting Accounting Standards Update ("ASU") 2016-18 on the presentation of changes in restricted cash in the statement of cash flows.

Note 2. Summary of Significant Accounting Policies

A. Revenue Recognition and Deferred Costs

Effective July 1, 2018, the Company adopted the Financial Accounting Standard Board (“FASB”) Accounting Standards Update ("ASU") 2014-09, “Revenue from Contracts with Customers,” and related ASUs ("ASC 606") using the modified retrospective approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period presented. Refer to Note 5, Revenue for the required disclosures related to the impact of adopting ASC 606 and a discussion of the Company's updated policy related to revenue recognition and deferred costs. Refer to Note 2, Summary of Significant Accounting Policies in the Company's Annual Report on Form 10-K for the Company's revenue recognition and deferred costs policies prior to adoption of ASC 606.

B. Funds Receivable and Funds Held for Clients and Client Fund Obligations

Funds receivable and funds held for clients represent amounts received or expected to be received from clients in advance of performing titling and registration services on behalf of those clients. These amounts are classified within other current assets on the condensed consolidated balance sheets. The total amount due to remit for titling and registration obligations with the department of motor vehicles is recorded to client fund obligations which is classified as accrued expenses and other current liabilities on the condensed consolidated balance sheets. Funds receivable was $30.1 million and $33.1 million, and funds held for clients was $9.2 million and $12.7 million as of September 30, 2018 and June 30, 2018,

7

respectively. Client fund obligation was $39.3 million and $45.8 million as of September 30, 2018 and June 30, 2018, respectively.

C. Internal Use Software and Computer Software to be Sold, Leased, or Otherwise Marketed

The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company’s policy also provides for the capitalization of certain payroll and payroll-related costs for employees who are directly associated with the internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance, and all other 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 five year life.

The Company's policy provides for the capitalization of certain costs of computer software to be sold, leased, or otherwise marketed. The Company's policy provides for the capitalization of all software production costs upon reaching technological feasibility for a specific product. Technological feasibility is attained when software products have a completed working model whose consistency with the overall product design has been confirmed by testing. Costs incurred prior to the establishment of technological feasibility are expensed as incurred. The establishment of technological feasibility requires judgment by management and in many instances is only attained a short time prior to the general release of the software. Maintenance-related costs are expensed as incurred.

Pursuant to this policy, the Company recognized expenses of $19.9 million and $38.0 million for the three months ended September 30, 2018 and 2017, respectively. These expenses were classified within cost of revenues on the condensed consolidated statements of operations. Additionally, we had cash flows used for qualifying capitalized software development cost of $10.1 million and $9.6 million for the three months ended September 30, 2018 and 2017, respectively.

D. Fair Value of Financial Instruments

The Company determines the fair value of financial instruments in accordance with accounting standards pertaining to fair value measurements. Such standards define fair value and establish a framework for measuring fair value in accordance with GAAP. Cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities are reflected in the condensed consolidated balance sheets at cost, which approximates fair value due to the short-term nature of these instruments. The carrying value of the Company's term loan facilities (as described in Note 9), including accrued interest, approximates fair value based on the Company's current estimated incremental borrowing rate for similar types of arrangements. The approximate aggregate fair value of the Company's senior notes as of September 30, 2018 was $1,863.1 million based on quoted market prices for the same or similar instruments and the carrying value was $1,850.0 million. The term loan facilities and senior notes are considered Level 2 fair value measurements in the fair value hierarchy.

Note 3. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other.” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will 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 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. The Company adopted this standard on July 1, 2018 with no impact on our condensed consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash.” ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2017. The Company adopted ASU 2016-18 retrospectively during the first quarter of fiscal year 2019, and as a result included restricted cash with cash and cash equivalents when reconciling the beginning of the period and end of the period total amounts presented on the Condensed Consolidated Statements of Cash Flows. Accordingly, the Condensed Consolidated Statement of Cash Flows has been revised to include restricted cash associated with funds held for clients as a component of cash, cash equivalents, and restricted cash.

8

As a result of the adoption, the Company adjusted the Condensed Consolidated Statements of Cash Flows from previously reported amounts as follows:

	Three Months Ended September 30, 2017
	Originally Reported		Adjustments due to ASU 2016-18		As Adjusted
Cash, cash equivalents, and restricted cash, beginning of period	$	726.1	$	7.9	$	734.0
Net cash flows provided by operating activities	127.8		—		127.8
Cash, cash equivalents, and restricted cash end of period	788.6		7.9		796.5

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230).” ASU 2016-15 addresses eight specific cash flow issues where there is diversity in practice in how these certain cash receipts and cash payments are presented and classified in the statements 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 did not have a material impact on the Company's condensed consolidated statements of cash flows.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” Refer to Note 5, Revenue, for the required disclosures related to the impact of adopting ASC 606.

Recently Issued Accounting Pronouncements    

In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," which aligns the accounting for implementation cost incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018-15 is effective for fiscal years, and interim periods beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2018-18 on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 requires that lessees recognize right-of-use assets and lease liabilities for any lease classified as either a finance or operating lease that is not considered short-term. The accounting applied by lessors is largely consistent with the existing lease standard. ASU 2016-02 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2018. The Company has obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While the Company is still evaluating the impact that ASU 2016-02 will have on the consolidated results of operations, financial condition, 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.

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Note 4. Acquisitions

Fiscal 2019 Acquisition

ELEAD1ONE

On September 14, 2018, the Company acquired the equity interests of ELEAD1ONE. ELEAD1ONE’s automotive customer relationship management ("CRM") software and call center solutions enable interaction between sales, service and marketing operations to provide dealers with an integrated customer acquisition and retention platform. The acquisition was made pursuant to an equity purchase agreement, which contains customary representations, warranties, covenants, and indemnities by the sellers and the Company. The Company acquired all of the outstanding stock of ELEAD1ONE for an initial cash purchase price of $513.2 million, net of cash acquired of $7.0 million.

The purchase price for this acquisition was provisionally allocated to the assets acquired and liabilities assumed based on their estimated fair values as follows:

Cash and cash equivalents	$	7.0
Accounts receivable	19.1
Other current assets	3.4
Property, plant and equipment	13.4
Intangible assets	130.3
Accrued expenses and other current liabilities	(18.7		)
Short-term deferred revenues	(6.5		)
Capital lease obligations	(6.1		)
Total identifiable net assets	141.9
Goodwill	378.3
Net assets acquired	$	520.2

The intangible assets acquired primarily relate to customer lists, software, and trademarks, which will be amortized over a weighted-average useful life of 12.3 years. The goodwill resulting from this acquisition reflects expected synergies resulting from adding ELEAD1ONE products and processes to the Company's products and processes. The acquired goodwill is allocated to the RSNA reportable segment. The acquired goodwill is deductible for tax purposes.

Given the timing of the acquisition, the fair value estimate of assets acquired and liabilities assumed are pending completion of multiple elements, including gathering further information about the identification and completeness of all assets acquired and liabilities assumed, the finalization of an independent appraisal and valuations of fair value of the assets acquired and liabilities assumed and final review by the Company's management. The fair values of assets acquired and liabilities assumed were based on a preliminary valuation analysis and are considered provisional. These estimates and assumptions are subject to change within the one-year measurement period if additional information, which existed as of the acquisition date, becomes known to the Company. Accordingly, there could be material adjustments to the consolidated financial statements, including changes in our depreciation and amortization expense related to the valuation of property, plant and equipment and intangible assets acquired and their respective useful lives among other adjustments.

In October 2018, CDK began exploring the possibility of selling the airplane acquired as part of the ELEAD1ONE acquisition. As a result of the activities, CDK concluded the airplane met the criteria for held for sale in the second quarter of fiscal year 2019, and a completed sale is expected before the end of fiscal year 2019. The purchase price allocation for the airplane will be adjusted to reflect the fair value of the airplane less estimated costs to sell.

The results of operations for ELEAD1ONE have been included in the condensed consolidated results of operations from the date of acquisition. The pro forma effects of this acquisition are not significant to the Company's reported results for any period presented. Accordingly, no pro forma financial statements have been presented herein.

In addition to the acquisition, the Company entered into a joint venture agreement with the sellers. Under the terms of the joint venture agreement, the Company contributed $10.0 million to the venture at the ELEAD1ONE acquisition closing and has an obligation to contribute an additional $10.0 million in the future based on defined milestones in the joint venture agreement

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and will own 50% of the joint venture. The Company’s contributions are expected to fund the initial operations of the joint venture. The Company does not have an obligation to fund the operations of the joint venture beyond this initial commitment. Under ASC 810 "Consolidation," the joint venture was determined to be a variable interest entity ("VIE"); however, the Company is not the primary beneficiary. As such, the joint venture will be accounted for as an equity method investment. The initial $10.0 million contribution was recorded as an investment and is included on the condensed consolidated balance sheets within other assets. The Company has assessed the maximum exposure to loss related to the joint venture to be the $20.0 million contributed and committed to be contributed. The Company has assessed the risk of loss equal to its maximum exposure to be remote and, accordingly, the Company has not recognized a liability associated with any portion of the maximum exposure to loss.

For the three months ended September 30, 2018, the Company incurred $1.2 million of costs in connection with the ELEAD1ONE acquisition and integration-related activities that were included within selling, general and administrative expenses, respectively.

Fiscal 2018 Acquisitions

Progressus Media LLC

On April 3, 2018, the Company acquired the membership interests of Progressus Media LLC ("Progressus"), a specialty provider of mobile advertising solutions for dealerships, agencies, and automotive marketing companies. The acquisition was made pursuant to a membership interest purchase agreement, which contains customary representations, warranties, covenants, and indemnities by the sellers and the Company. The acquisition date fair value of the total consideration transferred was $22.2 million which consists primarily of an initial cash price of $16.2 million, net of cash acquired, the fair value of the holdback provision of $0.3 million and the fair value of contingent consideration of $5.7 million, which is payable upon achievement of certain milestones and metrics over a three year period ending on March 31, 2021. Prior to the acquisition, a CDK officer had an existing advisory relationship with Progressus which entitled the individual to a portion of the proceeds from a sale of Progressus under a unit appreciation rights agreement. At the time of closing, $0.5 million of the total consideration transferred by CDK was paid to the officer to settle Progressus’ obligation under the terms of the officer’s unit appreciation rights agreement.

The fair value of acquired intangibles assets and other net assets was $8.7 million and $2.2 million, respectively. The excess of the acquisition consideration over the estimated fair value of the acquired net assets of $11.3 million was allocated to goodwill. The acquired net assets and goodwill are included in the RSNA segment. The intangible assets will be amortized over a weighted-average useful life of approximately 9 years. The goodwill recognized from this acquisition reflects expected synergies resulting from direct ownership of the products and processes, allowing greater flexibility for future product development. The acquired goodwill is deductible for tax purposes. As of June 30, 2018, the Company recorded $1.6 million of accrued expenses and other current liabilities and $4.4 million of other liabilities for the holdback and contingent consideration. The contingent consideration payments will be classified as financing activities on the statement of cash flows as the payments will occur more than three months after the acquisition date.

Dashboard Dealership Enterprises    

On October 20, 2017, the Company acquired the outstanding stock of Dashboard Dealership Enterprises ("DDE"), a provider of executive reporting solutions for auto dealers. The acquisition was made pursuant to a stock purchase agreement, which contains customary representations, warranties, covenants, and indemnities by the sellers and the Company. The acquisition date fair value of total consideration to be transferred was $21.3 million, which consists primarily of an initial cash price of $12.8 million, the fair value of the holdback provision of $1.9 million, and the fair value of contingent consideration of $6.6 million, which is payable upon achievement of certain milestones and metrics if achieved by December 31, 2018. As of June 30, 2018, the Company recorded $7.6 million of accrued expenses and other current liabilities and $0.9 million of other liabilities for the holdback and contingent consideration.

The fair value of acquired intangibles assets and liabilities assumed, including deferred tax liabilities, was $3.9 million and $1.6 million, respectively. The excess of the acquisition consideration over the estimated fair value of the acquired assets of $19.0 million was allocated to goodwill. The acquired assets and goodwill are included in the RSNA segment. The intangible assets will be amortized over a weighted-average useful life of approximately 8 years. The goodwill recognized from this acquisition reflects expected synergies resulting from direct ownership of the products and processes, allowing greater flexibility for future product development. The acquired goodwill is not deductible for tax purposes.

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The result of operations for Progresses and DDE have been included in the condensed consolidated results of operation from the date of acquisition. The pro forma effects of these acquisitions are not significant to the Company's reported results for any period presented. Accordingly, no pro forma financial statements have been presented herein.

Note 5. Revenue

A. Adoption of ASC 606, "Revenue from Contracts with Customers"

On July 1, 2018, the Company adopted ASC 606 applying the modified retrospective method to all contracts that were not completed as of July 1, 2018. For contracts that were modified before the effective date, the Company reflected the aggregate effect of all modifications when identifying performance obligations and allocating transaction price in accordance with the available practical expedient, which did not have a material effect on the adjustment to accumulated deficit. Results for reporting periods beginning after July 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period.

Upon adoption, recognition of revenue and costs for on-site licenses and installation was changed from recognition ratably over the software license term to recognition upon installation of the software. Additionally, the Company began deferring costs to obtain and costs to fulfill the contract which for the Company consists primarily of direct sales commissions and implementation costs for service arrangements. The cumulative effects of the changes made to the consolidated July 1, 2018 balance sheet for the adoption of ASC 606 were as follows:

	Balance at June 30, 2018		Adjustments due to ASC 606			Balance at  July 1, 2018
Assets
Accounts receivable	$	374.6	$	2.6		$	377.2
Other current assets	188.3		(61.8		)	126.5
Other assets	165.5		112.8			278.3
Liabilities
Accrued expenses and other current liabilities	198.0		0.4			198.4
Short-term deferred revenues	169.0		(38.4		)	130.6
Long-term deferred revenues	110.4		(41.0		)	69.4
Deferred income taxes	56.7		23.2			79.9
Other liabilities	64.7		0.1			64.8
Stockholders' Deficit
Retained earnings	753.0		109.7			862.7
Accumulated other comprehensive income	11.5		(0.4		)	11.1

Impact on Consolidated Financial Statements

Adoption of ASC 606 had no impact to net cash (used in) or provided by operating, financing, or investing activities on the Company’s condensed consolidated statements of cash flows. The following tables summarize the effects of ASC 606 on selected unaudited line items within our condensed consolidated statement of operations and balance sheet:

	Three Months Ended September 30, 2018
	As Reported ASC 606	Impact of ASC 606		ASC 605
Revenues	554.5	(11.4	)	565.9
Cost of revenues	281.6	(8.6	)	290.2
Selling, general and administrative expenses	98.3	(0.3	)	98.6
Total expenses	397.1	(8.9	)	406.0
Operating earnings	157.4	(2.5	)	159.9

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Earnings before income taxes	127.8		(2.5	)	130.3
Provision for income taxes	(35.5	)	0.7		(36.2	)
Net earnings	92.3		(1.8	)	94.1
Net earnings attributable to CDK	90.3		(1.8	)	92.1
Net earnings attributable to CDK per common share:
Basic	0.70		(0.01	)	0.71
Diluted	0.69		(0.02	)	0.71

	September 30, 2018
	As Reported ASC 606	Impact of ASC 606		ASC 605
Assets
Accounts receivable	383.6	(3.0	)	380.6
Other current assets	115.6	55.7		171.3
Other assets	285.5	(116.7	)	168.8
Liabilities
Accrued expenses and other current liabilities	253.0	(3.7	)	249.3
Short-term deferred revenues	122.1	32.3		154.4
Long-term deferred revenues	68.6	34.5		103.1
Deferred income taxes	85.6	(20.0	)	65.6
Other liabilities	62.1	(0.2	)	61.9
Stockholders' Deficit
Retained earnings	933.6	(107.9	)	825.7
Accumulated other comprehensive income	5.1	1.0		6.1

B. Revenue Recognition

The Company determines the amount of revenue to be recognized through the following steps:

• Identification of the contract, or contracts, with a customer;

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligations in the contract; and

• Recognition of revenue when, or as, the Company satisfies the performance obligations.

The majority of the Company’s revenue is generated from contracts with multiple performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company is required to estimate the total consideration expected to be received from contracts with customers. In limited circumstances, the consideration expected to be received may be variable based on the specific terms of the contract.

The Company rarely licenses or sells products or services on a standalone basis. As such, the Company is required to develop its best estimate of standalone selling price of each distinct good or service as the basis for allocating the total transaction price. The primary method used to estimate standalone selling price is the adjusted market assessment approach, with some product categories using the expected cost plus a margin approach. When establishing standalone selling price, the Company considers various factors which may include geographic region, current market trends, customer class, its market share and position, its general pricing practices for bundled products and services, and recent contract sales data.

The Company applies significant judgment in order to identify and determine the number of performance obligations, estimate the total transaction price, determine the allocation of the transaction price to each identified performance obligation, and determine the appropriate method and timing of revenue recognition.

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Taxes collected from customers and remitted to governmental authorities are presented on a net basis; that is, such taxes are excluded from revenues.

The Company generates revenues from the following five categories: subscription, on-site licenses and installation, digital advertising, transaction services, and other. The Company does not evaluate a contract for a significant financing component if payment is expected within one year or less from the transfer of the promised items to the customer.

Subscription. In the RSNA and CDKI segments, CDK provides software and technology solutions for automotive retailers and OEMs, which includes:

• Dealer Management Systems (“DMSs”) and layered applications, where the software is hosted and provided on a software-as-a-service (“SaaS”) basis;

• Interrelated services such as installation, initial training, and data updates;

• Ongoing maintenance and support related to on-site software;

• 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, that provides the customer continuous access to hardware owned by the Company.

SaaS and other hosted service arrangements, which allow the customer continuous access to the software over the contract period without taking possession, are provided on a subscription basis. The Company has concluded that under its SaaS and hosted service arrangements, the customer obtains access to the Company’s software which resides and is maintained on its managed servers. The customer does not obtain the right to take possession of the software. As such, the Company has concluded that its SaaS and hosted services arrangements do not include a software license. Furthermore, the Company has concluded that while the support and maintenance and hosting services are capable of being distinct performance obligations, the obligations are not distinct within the context of the contract. In addition, as the support and maintenance and hosting services are provided over the same period and have the same pattern of transfer of control, the support and maintenance and hosting services are combined and recognized as a single performance obligation. The Company may provide new customers with interrelated setup activities such as installation, initial training and data updates that the Company must undertake to fulfill the contract. These are considered fulfillment activities that do not transfer the service to the customer. In addition to the core DMS software application, the customer may also contract for layered applications, which are each considered a distinct performance obligation.

Revenues for SaaS and other hosted service arrangements, are recognized ratably over the duration of the contract. The Company has determined its obligation under these arrangements is to stand ready to perform the underlying services as required by the customer. The customer receives the benefit of the services and the Company has the right to payment as the services are performed. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract.

On-site licenses and installation. In the RSNA and CDKI segments, on-site software arrangements include a license of intellectual property as the customer has the contractual right to take possession of the software and the customer can either run the software on its own hardware or contract with another party unrelated to the Company to host the software. The customer receives the right to use the software license upon its installation for the term of the arrangement. As such, the Company has concluded that the software license is a distinct performance obligations and recognized the transaction price allocated to on-site software upon installation. The Company also provides maintenance and support of the software applications. Such maintenance and support services may include server and desktop support, bug fixes, and support resolving other issues a customer may encounter in utilizing the software. Revenue allocated to support and maintenance is generally recognized ratably over the contract period as customers simultaneously consume and receive benefits, given the support and maintenance comprise distinct performance obligations that are satisfied ratably over time. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract.

Advertising services. In the ANA segment, the Company receives revenues from the placement of internet advertising for automotive retailers and OEMs. Advertising contracts generally have a one year term and contain a single performance obligation recognized over time as the services are performed. The Company reports advertising revenues on a gross basis, that is, the amounts billed to our customers are recorded as revenues and amounts paid to publishers are recorded as cost of revenues. The Company provides a single optimized advertising service to its customers and controls the advertising, fulfills the advertising services, and establishes pricing.

Transaction revenues. The Company receives fees per transaction for providing auto retailers interfaces with third parties to process credit reports, vehicle registrations, and automotive equity mining. Transaction revenues are variable based on the volume of transactions processed. For these transaction revenues, the Company has a right to payment as the transactions are performed in an amount that corresponds directly with the value to the customer. As such, the Company

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recognizes transaction revenues as the services are rendered and in the amount to which it has the right to invoice. Transaction revenues for credit report processing and automotive equity mining are recorded in revenues gross of costs incurred when the Company is substantively and contractually responsible for providing the service, software, and/or connectivity to the customer, and controls the specified good or service before it is transferred to the customer. The Company recognizes vehicle registration revenues net of the state registration fee when it is acting as an agent and does not control the related goods and services before they are transferred to the customer.

Other. The Company provides consulting and professional services, including mobile advertising and marketing campaign solutions, and sells hardware such as laser printers, networking and telephony equipment, and related items. Consulting and professional services are either billed on a time and materials basis or on a fixed monthly, quarterly or semi-annual basis based on the amount of services contracted. Revenue from these services are recorded when the Company’s obligation is satisfied. Where the Company’s obligation is to provide continuous services throughout the contract period and the customer receives the benefit of those services as they are performed, the Company recognizes these services revenues over time using a time-elapsed output method as the Company believes the passage of time faithfully depicts the transfer of services to its customers. Where the professional service represents a single performance obligation, the customer receives the benefit of the services only upon their completion, and the Company does not have the right to payment as the services are performed, such services revenue are recognized upon completion.

The Company often sells hardware bundled with maintenance services and has concluded that these bundles include two distinct performance obligations. The first performance obligation is to transfer the hardware product and the second performance obligation is to provide maintenance on the hardware and its embedded software. As such, the transaction price allocated to the sold hardware is recognized upon delivery at which point the customer is able to direct the use of, and obtain substantially all of the remaining benefits of the hardware. Upon delivery of the hardware, the Company generally has the right to payment, the customer has legal title, physical possession of, and control of the hardware. The transaction price allocated to the maintenance of hardware and its embedded software is recognized ratably over the duration of the contract as the customer simultaneously consumes and receives the benefit of this maintenance. The Company has determined its obligation under these arrangements is to stand ready to perform the underlying services as required by the customer. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract. Hardware maintenance is included in subscription revenues.

C. Disaggregation of Revenue

The following table presents segment revenues by revenue category:

	Three Months Ended September 30, 2018
	Retail Solutions North America		Advertising North America		CDK International		Total
Revenue:
Subscription	$	334.3	$	—	$	66.6	$	400.9
On-site license and installation	1.4		—		8.0		9.4
Transaction	41.0		—		—		41.0
Advertising	—		65.8		—		65.8
Other	33.4		—		4.0		37.4
Total revenue	$	410.1	$	65.8	$	78.6	$	554.5

D. Contract Balances

The Company receives payments from customers based upon contractual billing schedules. Payment terms can vary by contract but the period between invoicing and when payments are due is not significant. The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in unbilled receivables (included in accounts receivable), contract assets, or contract liabilities, (included in deferred revenue), on the Company’s condensed consolidated balance sheet. Unbilled receivables (included in accounts receivable) are recorded when the right to consideration becomes unconditional based only on the passage of time. Contract assets include amounts related to our contractual right to consideration for completed performance when the right to consideration is conditional. The Company records contract liabilities when cash payments are received or due in advance of performance.

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The following table provides information about accounts receivables, contract assets, and contract liabilities from contracts with customers:

	September 30, 2018	July 1, 2018
Accounts receivable (including unbilled receivables)	383.6	377.2
Short-term contract assets (included in other current assets)	31.0	28.0
Long-term contract assets (included in other assets)	23.3	26.0
Short-term contract liabilities (included in short-term deferred revenues)	122.1	130.6
Long-term contract liabilities (included in long-term deferred revenues)	68.6	69.4

During the three months ended September 30, 2018, the Company recognized $122.4 million in revenue which was included in deferred revenue in the accompanying condensed consolidated balance sheet as of July 1, 2018. During the three months ended September 30, 2018, $113.3 million was invoiced and removed from contract assets in the accompanying condensed consolidated balance sheet as of July 1, 2018. The Company had no asset impairment charges related to contract assets in the period.

The Company may occasionally recognize an adjustment in revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the three months ended September 30, 2018, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, was not significant.

E. Remaining Performance Obligations

As of September 30, 2018, the Company had $2.9 billion of remaining performance obligations which represent contracted revenue that has not yet been recognized, including contracted revenue where the contracts original expected duration is one year or less. We expect to recognize approximately $840 million of the remaining performance obligation as revenue during the remainder of fiscal 2019, $820 million for the fiscal year ended June 30, 2020, $580 million for the fiscal year ended June 30, 2021, and $370 million for the fiscal year ended June 30, 2022. We expect to recognize the remaining $290 million as revenue thereafter. The remaining performance obligations exclude future transaction revenue where revenue is recognized as the services are rendered and in the amount to which the Company has the right to invoice.

F. Costs to Obtain and Fulfill a Contract

In connection with the adoption of ASC 606, the Company capitalizes certain contract acquisition costs consisting primarily of commissions incurred when contracts are signed. The Company does not capitalize commissions related to contracts with a duration of less than one year; such commissions are expensed within selling, general and administrative expenses when incurred. Costs to fulfill contracts are capitalized when such costs are direct, incremental, and related to transition or installation activities for hosted software solutions. Capitalized costs to fulfill primarily include travel and employee compensation and benefit related costs for the Company's implementation and training teams. Capitalized costs to obtain a contract and most costs to fulfill a contract are amortized over a period of five years which represents the expected period of benefit of these costs. In instances where the contract term is significantly less than five years, costs to fulfill are amortized over the contract term which the Company believes best reflects the period of benefit of these costs.

As of July 1, 2018, the company capitalized $193.4 million in contract acquisition and fulfillment costs. Management expects that incremental commission fees incurred as a result of obtaining contracts and fulfillment costs are recoverable and, therefore, the Company recognized a deferred cost asset in the amount of $194.8 million as of September 30, 2018. During the three months ended September 30, 2018, $19.5 million of cost amortization was recognized and there were no significant impairment losses.

Note 6. Restructuring

During the fiscal year ended June 30, 2015 ("fiscal 2015"), the Company initiated a business transformation plan intended to increase operating efficiency and improve the Company's cost structure within its global operations through its completion in fiscal 2019. The Company estimated cost to execute the plan through fiscal 2019 to be approximately $100.0 million.

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Restructuring expenses associated with the business transformation plan included employee-related costs, which represent severance and other termination-related benefits calculated based on long-standing benefit practices and local statutory requirements, and contract termination costs, which include costs to terminate facility leases. The Company recognized $17.2 million and $6.5 million of restructuring expenses for the three months ended September 30, 2018 and 2017, respectively. Since the inception of the business transformation plan in the fourth quarter of fiscal 2015, the Company has recognized cumulative restructuring expenses of $79.1 million. Restructuring expenses are presented separately on the condensed consolidated statements of operations. Restructuring expenses are recorded in the Other segment, as these initiatives are predominantly centrally directed and are not included in internal measures of segment operating performance.

Accruals for restructuring expenses were included within accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2018 and June 30, 2018. The following table summarizes the activity for the restructuring accrual for the three months ended September 30, 2018:

	Employee-Related Costs			Contract Termination Costs			Total Costs
Balance as of June 30, 2018	$	4.4		$	0.8		$	5.2
Charges	17.2			—			17.2
Cash payments	(11.9		)	(0.1		)	(12.0		)
Balance as of September 30, 2018	$	9.7		$	0.7		$	10.4

Note 7. Earnings per Share

The numerator for both basic and diluted earnings per share is net earnings attributable to CDK. The denominator for basic and diluted earnings per share is based upon the weighted-average number of shares of the Company's common stock outstanding during the reporting periods. Diluted earnings per share also reflects the dilutive effect of unexercised in-the-money stock options and unvested restricted stock.

Holders of certain stock-based compensation awards are eligible to receive dividends as described in Note 10. Net earnings allocated to participating securities were not significant for the three months ended September 30, 2018 and 2017.

The following table summarizes the components of basic and diluted earnings per share:

	Three Months Ended
	September 30,
	2018		2017
Net earnings attributable to CDK	$	90.3	$	81.3
Weighted-average shares outstanding:
Basic	129.6		140.1
Effect of employee stock options	0.3		0.4
Effect of employee restricted stock	0.5		0.9
Diluted	130.4		141.4
Basic earnings attributable to CDK per share	$	0.70	$	0.58
Diluted earnings attributable to CDK per share	$	0.69	$	0.57

The weighted-average number of shares outstanding used in the calculation of diluted earnings per share does not include the effect of the following anti-dilutive securities.

	Three Months Ended
	September 30,
	2018	2017
Stock-based awards	0.2	0.4

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Note 8. Goodwill and Intangible Assets, Net

In first the quarter fiscal 2019, the Company revised segment reporting to reclassify the assets and liabilities and operating results of the April 2018 acquisition of Progressus Media LLC to the RSNA segment. The results were previously reported in the ANA segment. Goodwill has been restated as of June 30, 2018 to reflect the reclassification of the assets and liabilities for this acquisition.

Changes in goodwill for the three months ended September 30, 2018 were as follows:

	Retail Solutions North America		Advertising North America		CDK International			Total
Balance as of June 30, 2018	$	634.6	$	214.3	$	368.3		$	1,217.2
Additions (Note 4)	378.3		—		—			378.3
Currency translation adjustments	0.4		—		(3.5		)	(3.1		)
Balance as of September 30, 2018	$	1,013.3	$	214.3	$	364.8		$	1,592.4

The Company performs its annual impairment testing for goodwill balances as of April 1 each year; however, the Company may test for impairment between annual tests if an event occurs or circumstances change that indicate that the fair value of the reporting unit may fall below its carrying amount. During fiscal 2018, the ANA segment and reporting unit was at risk of failing step one of the goodwill impairment test. The impairment test indicated that the fair value of the reporting unit exceeded the carrying value by less than 10%. Declines in advertising revenue from certain OEM contracts and changes in revenue mix were the primary drivers of the decline in fair value. In the first quarter of fiscal 2019, ANA updated its estimates regarding operating results and growth rate due to continued changes to the business primarily related to certain OEM contracts. Therefore, the Company determined that the carrying amount of goodwill should be evaluated for impairment at September 30, 2018. The impairment test indicated that the fair value of the ANA reporting unit exceeds its carrying value by approximately 7% which is lower than the fourth quarter of fiscal 2018. No goodwill impairment was recorded. The valuation of the reporting unit requires significant judgment and is highly sensitive to underlying assumptions including forecasted revenue growth and operating earnings and discount rates. Further declines in advertising revenue or changes in advertising revenue mix could negatively impact the estimated fair value and result in an impairment for the reporting unit which could be material to consolidated earnings. Details on the fair value computation are included in our Annual Report on Form 10-K in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations.

Components of intangible assets, net were as follows:

	September 30, 2018							June 30, 2018
	Original Cost		Accumulated Amortization			Intangible Assets, net		Original Cost		Accumulated Amortization			Intangible Assets, net
Software	$	260.9	$	(129.6	)	$	131.3	$	208.6	$	(124.3	)	$	84.3
Customer lists	262.5		(144.2		)	118.3		181.3		(142.4		)	38.9
Trademarks	32.2		(24.7		)	7.5		25.0		(24.6		)	0.4
Other intangibles	6.3		(3.6		)	2.7		6.9		(4.0		)	2.9
	$	561.9	$	(302.1	)	$	259.8	$	421.8	$	(295.3	)	$	126.5

Other intangibles primarily consist of purchased rights, covenants, and patents (acquired directly or through acquisitions). All of the intangible assets have finite lives and, as such, are subject to amortization. The weighted-average remaining useful life of intangible assets is 8 years (5 years for software and software licenses, 12 years for customer lists, and 7 years for trademarks). Amortization of intangible assets was $7.1 million and $8.0 million for the three months ended September 30, 2018 and 2017, respectively.

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Estimated amortization expenses of the Company's existing intangible assets as of September 30, 2018 were as follows:

	Amount
Nine months ending June 30, 2019	$	31.7
Twelve months ending June 30, 2020	46.0
Twelve months ending June 30, 2021	41.8
Twelve months ending June 30, 2022	34.0
Twelve months ending June 30, 2023	18.9
Twelve months ending June 30, 2024	15.1
Thereafter	72.3
	$	259.8

Note 9. Debt

Debt was comprised of the following:

	September 30, 2018			June 30, 2018
Revolving credit facility	$	260.0		$	—
Three year term loan facility, due 2021	300.0			—
Five year term loan facility, due 2023	300.0			—
2019 term loan facility	—			203.1
2020 term loan facility	—			218.8
2021 term loan facility	—			370.0
3.30% senior notes, due 2019	250.0			250.0
4.50% senior notes, due 2024	500.0			500.0
5.875% senior notes, due 2026	500.0			500.0
4.875% senior notes, due 2027	600.0			600.0
Capital lease obligations	6.1			0.2
Unamortized debt financing costs	(24.6		)	(21.4		)
Total debt and capital lease obligations	2,691.5			2,620.7
Current maturities of long-term debt and capital lease obligations	17.9			45.2
Total long-term debt and capital lease obligations	$	2,673.6		$	2,575.5

Revolving Credit Facility

On August 17, 2018, the Company entered into a five-year senior unsecured revolving credit facility. The credit facility replaced the previous unsecured revolving credit facility agreement, which was undrawn as of June 30, 2018. The revolving credit facility provides up to $750.0 million of borrowing capacity and includes a sub-limit of up to $100.0 million for loans in Euro, Pound Sterling, and, if approved by the revolving lenders, other currencies. The Company drew $260.0 million of the $750.0 million as of September 30, 2018. In addition, 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 the increased revolving credit facility. Borrowings under the revolving credit facility are available for general corporate purposes. The revolving credit facility will mature on August 17, 2023, subject to no more than two one-year extensions if lenders holding a majority of the revolving commitments approve such extensions.

The revolving credit facility is unsecured and loans thereunder bear interest, at the Company's option, at (a) the rate at which deposits in the applicable currency are offered in the London interbank market plus margins varying from 1.250% to 2.375% per annum based on the Company's senior, unsecured non-credit-enhanced, long-term debt ratings from Standard & Poor's Ratings Group, Moody's Investors Services Inc., and Fitch Ratings (the "Ratings") or (b) solely in the case of U.S. dollar loans, (i) the highest of (A) the prime rate of Bank of America, N.A., (B) a rate equal to the average of the overnight federal

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funds rate with a maturity of one day plus a margin of 0.500% per annum and (C) the rate at which dollar deposits are offered in the London interbank market for a one-month interest period plus 1.000% plus (ii) margins varying from 0.250% to 1.375% per annum based on the Ratings. The unused portion of the revolving credit facility is subject to commitment fees ranging from 0.150% to 0.350% per annum based on the Ratings. The interest rate per annum on the revolving credit facility as of September 30, 2018 was 3.795%.

Term Loan Facilities

On August 17, 2018, the Company entered into a term loan agreement which provided the Company with an aggregate of $600.0 million of term loans comprised of a $300.0 million term loan that will mature on August 17, 2021 (the "three year term loan facility") and a $300.0 million term loan that will mature on August 17, 2023 (the "five year term loan facility"). The aggregate principal amount of the three year term loan facility will be repayable in full on the maturity date. The five year term loan facility is subject to amortization in equal quarterly installments of 1.25% of the aggregate principal amount made on the closing date, with any unpaid principal amount to be due and payable on the maturity date. The three year term loan facility and the five year term loan facility are together referred to as the "term loan facilities."

The three year term loan facility bears interest (i) at the rate at which deposits in the applicable currency are offered in the London interbank market plus margins varying from 1.125% to 2.250% per annum based on the Company’s ratings or (ii) the highest of (X) 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, (Y) the prime rate of Bank of America, N.A. and (Z) the rate at which dollar deposits are offered in the London interbank market for a one-month interest period plus 1.000%, plus margins varying from 0.125% to 1.250% per annum based on the Ratings, and (b) with respect to the five year term loan facility (i) at the rate at which deposits in the applicable currency are offered in the London interbank market plus margins varying from 1.250% to 2.375% per annum based on the Company’s Ratings or (ii) the highest of (X) 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, (Y) the prime rate of Bank of America, N.A. and (Z) the rate at which dollar deposits are offered in the London interbank market for a one-month interest period, plus 1.000%, plus margins varying from 0.250% to 1.375% per annum based on the ratings. The interest rate per annum on the three year term loan facility and five year term loan facility as of September 30, 2018 was 3.75% and 3.88%, respectively.

On August 17, 2018, the Company voluntarily paid off all of the outstanding principal, interest and related fees using the proceeds of the term loan facilities and cash on hand, with respect to each of the two $250.0 million senior unsecured term loan facilities that mature on September 16, 2019 (the "2019 term loan facility") and December 14, 2020 (the "2020 term loan facility"), and the $400.0 million senior unsecured term loan facility that matures on December 9, 2021 (the "2021 term loan facility"). The interest rate per annum on the 2019, 2020, and 2021 term loan facilities was 3.85% as of June 30, 2018.

Restrictive Covenants and Other Matters

The revolving credit facility and the term loan facilities are together referred to as the "credit facilities." The credit facilities contain various covenants and restrictive provisions that limit the Company's subsidiaries' ability to incur additional indebtedness; the Company's ability to consolidate or merge with other entities; and the Company's subsidiaries' ability to incur liens, enter into sale and leaseback transactions, and enter into agreements restricting the ability of the Company's subsidiaries to pay dividends. If the Company fails to perform the obligations under these and other covenants, the revolving credit facility could be terminated and any outstanding borrowings, together with accrued interest, under the credit facilities could be declared immediately due and payable. The credit facilities also have, in addition to customary events of default, an event of default triggered by the acceleration of the maturity of any other indebtedness the Company may have in an aggregate principal amount in excess of $75.0 million.

The credit facilities also contain financial covenants that will provide that (i) the ratio of total consolidated indebtedness to consolidated EBITDA shall not exceed 3.75 to 1.00 and (ii) the ratio of consolidated EBITDA to consolidated interest expense shall be a minimum of 3.00 to 1.00.

Senior Notes

On October 14, 2014, the Company completed an offering of 3.30% unsecured senior notes with a $250.0 million aggregate principal amount due in 2019 (the "2019 notes") and 4.50% senior notes with a $500.0 million aggregate principal amount due in 2024 (the "2024 notes"). The issuance price 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 payment commenced 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 the credit ratings

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assigned to any series of 2019 and 2024 notes by the rating agencies is downgraded (or subsequently upgraded). The 2019 notes will mature on October 15, 2019, and the 2024 notes will mature on October 15, 2024. The 2019 notes and 2024 notes are redeemable at the Company's option prior to September 15, 2019 for the 2019 notes and prior to July 15, 2024 for the 2024 notes at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the 2019 notes or 2024 notes to be redeemed, and (ii) the sum of the present value of the remaining scheduled payments (as defined in the agreement), plus in each case, accrued and unpaid interest thereon. Subsequent to September 15, 2019 and July 15, 2024, the redemption price for the 2019 notes and the 2024 notes, respectively, will equal 100% of the aggregate principal amount of the notes redeemed, plus accrued and unpaid interest thereon.

On June 18, 2018, the Company completed an offering of 5.875% unsecured senior notes with a $500.0 million aggregate principal amount due in 2026 (the "2026 notes"). The issuance price of the 2026 notes was equal to the stated value. Interest is payable semi-annually on June 15 and December 15 of each year, and payment will commence on December 15, 2018. The 2026 notes will mature on June 15, 2026. The 2026 notes are redeemable at the Company's option prior to June 15, 2021 in whole or in part at a redemption price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, plus the applicable "make-whole" premium. Subsequent to June 15, 2021, the Company may redeem the 2026 notes at a price equal to: (i) 102.938% of the aggregate principal amount of the 2026 notes redeemed prior to June 15, 2022; (ii) 101.958% of the aggregate principal amount of the notes redeemed on or after June 15, 2022 but prior to June 15, 2023; (iii) 100.979% of the aggregate principal amount of the 2026 notes redeemed on or after June 15, 2023 but prior to June 15, 2024; and (iv) 100.000% of the aggregate principal amount of the 2026 notes redeemed thereafter.

On May 15, 2017, the Company completed an offering of 4.875% unsecured senior notes with a $600.0 million aggregate principal amount due in 2027 (the "2027 notes," together with the 2024 notes, the 2019 notes, and the 2026 notes are the "senior 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 2027 notes will mature 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 to 100% 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 to June 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 the aggregate 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 principal amount 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 notes rank equally in right of payment with the Company's existing and future unsecured unsubordinated obligations, including the credit facilities. The senior notes contain covenants restricting the Company's ability to incur additional indebtedness secured by liens, engage in sale/leaseback transactions, and merge, consolidate, or transfer all or substantially all of the Company's assets.

The senior notes are also subject to a change of control provision whereby each holder of the senior notes has the right to require the Company to purchase all or a portion of such holder's senior notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest upon the occurrence of both a change of control and a decline in the rating of the senior notes.

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 to BB+ (Stable Outlook) from BBB- (Negative Outlook), respectively. The downgrades triggered interest rate adjustments for the 2019 and 2024 notes. Interest rates for the 2019 and 2024 notes increased to 3.80% from 3.30%, and to 5.00% from 4.50%, respectively, effective October 15, 2016.

Capital Lease Obligations

The Company has lease agreements for equipment, which are classified as capital lease obligations. The Company recognized the capital lease obligations and related leased equipment assets based on the present value of the minimum lease payments at lease inception.

Unamortized Debt Financing Costs

As of September 30, 2018 and June 30, 2018, gross debt issuance costs related to debt instruments were $34.0 million and $29.6 million, respectively. Accumulated amortization was $9.4 million and $8.2 million as of September 30, 2018 and

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June 30, 2018, respectively. Debt financing costs are amortized over the terms of the related debt instruments to interest expense on the condensed consolidated statements of operations.

The Company's aggregate scheduled maturities of the long-term debt and capital lease obligations as of September 30, 2018 were as follows:

	Amount
Twelve months ending September 30, 2019	$	17.9
Twelve months ending September 30, 2020	266.7
Twelve months ending September 30, 2021	316.5
Twelve months ending September 30, 2022	15.0
Twelve months ending September 30, 2023	500.0
Thereafter	1,600.0
Total debt and capital lease obligations	2,716.1
Unamortized debt financing costs	(24.6		)
Total debt and capital lease obligations, net of unamortized debt financing costs	$	2,691.5

Note 10. Stock-Based Compensation

Incentive Equity Awards Granted by the Company

The 2014 Omnibus Award Plan ("2014 Plan") provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and performance compensation awards to employees, directors, officers, consultants, and advisors, and those of the Company's affiliates. The 2014 Plan provides for an aggregate of 12.0 million shares of the Company's common stock to be reserved for issuance and is effective for a period of ten years. The Company reissues treasury stock to satisfy issuances of common stock upon option exercise, equity vesting, or grants of time-based restricted stock.

On October 1, 2014, Automatic Data Processing, Inc. (“ADP”) distributed 100% of the common stock of the Company to the holders of record of Automatic Data Processing, Inc. (“ADP”) common stock as of September 24, 2014 (the "spin-off"). Prior to the spin-off, all employee equity awards (stock options and restricted stock) were granted by ADP. All subsequent awards, including all incentive equity awards converted from ADP awards, were granted under the 2014 Plan.

The Company recognizes stock-based compensation expense associated with employee equity awards in net earnings based on the fair value of the awards on the date of grant. The Company accounts for forfeitures as they occur. Stock-based compensation primarily consisted of the following for the three months ended September 30, 2018 and 2017:

Stock Options. Stock options are granted to employees at exercise prices equal to the fair market value of the Company's common stock on the date of grant. Stock options are issued under a graded vesting schedule and generally have a term of ten years. Compensation expense is measured based on the fair value of the stock option on the grant date and recognized over the requisite service period for each separately vesting portion of the stock option award. Upon termination 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 stock options are evaluated for forfeiture or modification, subject to the terms of the awards and Company policies.

Time-based restricted stock cannot be transferred during the vesting period. Compensation expense related to the issuance of time-based restricted stock is measured based on the fair value of the award on the grant date and recognized on a straight-line basis over the vesting period. Employees are eligible to receive cash dividends on the CDK shares awarded under the time-based restricted stock program during the restricted period.

Time-based restricted stock units are primarily settled in cash, for non-U.S. recipients, and may be settled in stock or cash for U.S. recipients at the discretion of the Company. Compensation expense related to the issuance of time-based restricted

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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. For grants made prior to September 6, 2018, no dividend equivalents are paid on units awarded during the restricted period. For grants made on or subsequent to September 6, 2018, U.S. recipients are credited with dividend equivalents on units awarded during the restricted period, and no dividend equivalents are paid or credited on units awarded to non-U.S. recipients during the restricted period.

Performance-Based Restricted Stock Units. Performance-based restricted stock units generally vest over a three-year performance period. Under these programs, the Company communicates "target awards" at the beginning of the performance period with possible payouts at the end of the performance period ranging from 0% to 260% of the "target awards" plus any dividend equivalents, as described below. Certain performance-based restricted stock units are further subject to adjustment (increase or decrease) based on a market condition defined as the total shareholder return of the Company's common stock compared to a peer group of companies.

Performance-based restricted stock units are settled in either cash or stock for employees whose home country is the U.S. at the discretion of the Company and are settled in cash for all other employees and cannot be transferred during the vesting period. Compensation expense related to the issuance of performance-based restricted stock units settled in cash is recorded over the vesting period, is initially based on the fair value of the award on the grant date, and is subsequently remeasured at each reporting date to the current stock value during the performance period, based upon the probability that the performance target will be met. Compensation expense related to the issuance of performance-based restricted stock units settled in stock is recorded over the vesting period based on the fair value of the award on the grant date. Prior to settlement, dividend equivalents are earned on "target awards" under the performance-based restricted stock unit program.

The following table represents stock-based compensation expense and the related income tax benefits for the three months ended September 30, 2018 and 2017, respectively:

	Three Months Ended
	September 30,
	2018		2017
Cost of revenues	$	0.5	$	1.1
Selling, general and administrative expenses	2.8		7.0
Total pre-tax stock-based compensation expense	$	3.3	$	8.1
Income tax benefit	$	0.8	$	2.8

Stock-based compensation expense for the three months ended September 30, 2018 consisted of $3.8 million of expense related to equity classified awards and $0.5 million of income related to liability classified awards. Stock-based compensation expense for the three months ended September 30, 2017 includes additional expense based on management's assessment that it was probable CDK's performance metrics for fiscal 2018 associated with performance-based restricted stock units would exceed target.

As of September 30, 2018, the total unrecognized compensation cost related to non-vested stock options, restricted stock units, and restricted stock awards was $1.4 million, $35.4 million, and $5 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 2.7 years, 2.1 years, and 1.3 years, respectively.

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The activity related to the Company's incentive equity awards from June 30, 2018 to September 30, 2018 consisted of the following:

Stock Options

	Number of Options (in thousands)		Weighted Average Exercise Price (in dollars)
Options outstanding as of June 30, 2018	957		$	44.25
Options granted	—		—
Options exercised	(37	)	28.23
Options canceled	(2	)	43.54
Options outstanding as of September 30, 2018	918		$	44.89

Time-Based Restricted Stock and Time-Based Restricted Stock Units

	Number of Shares (in thousands)		Number of Units (in thousands)
Non-vested restricted units/shares as of June 30, 2018	379		142
Restricted shares/units granted	2		278
Restricted shares/units vested	(160	)	(42	)
Restricted shares/units forfeited	(33	)	(4	)
Non-vested restricted units/shares as of September 30, 2018	188		374

Performance-Based Restricted Stock Units

	Number of Units (in thousands)
Non-vested restricted units as of June 30, 2018	411
Restricted units granted	106
Dividend equivalents	—
Restricted units vested	(9	)
Restricted units forfeited	(19	)
Non-vested restricted units as of September 30, 2018	489

The Monte Carlo simulation model used to determine the grant date fair value of the three-year performance based restricted stock units granted in the three months ended September 30, 2018 used an expected volatility based on historical stock price volatility for the Company and the peer companies, the average of which was 20.40% and a risk-free interest rate of 2.68%. Because these awards earn dividend equivalents, the model did not assume an expected dividend yield.

Note 11. Income Taxes

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Reform Act") was enacted into law. The Tax Reform Act significantly revises the U.S. corporate income tax laws by, among other things, reducing the corporate income tax rate from 35.0% to 21.0% and implementing a modified territorial tax system that includes a one-time transition tax on accumulated undistributed foreign earnings. Other provisions included in the Tax Reform Act include the broadening of the executive compensation deduction limitation, a repeal of the domestic production activity deduction and several new international provisions. The modified territorial tax system includes a new anti-deferral provision, referred to as global intangible low taxed income (“GILTI”), which subjects certain foreign income to current U.S. tax.

The ultimate impact of the Tax Reform Act may differ from the Company’s estimates due to the issuance of additional regulatory guidance, the interpretation of the Tax Reform Act evolving over time and actions taken by the Company as a result of the Tax Reform Act.

Tax Matters Agreement

The Company and ADP entered into a tax matters agreement as part of the spin-off that governs the rights and obligations of both parties after the spin-off with respect to taxes for both pre and post spin-off periods. In accordance with the tax matters agreement, the Company recognized a net gain of $0.8 million in the three months ended September 30, 2017 in other income, net in the condensed consolidated statements of operations associated with an indemnification receivable from ADP for pre spin-off tax periods.

Valuation Allowance

The Company had valuation allowances of $21.0 million and $21.6 million as of September 30, 2018 and June 30, 2018, respectively, because the Company has concluded it is more likely than not that it will be unable to utilize net operating

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and capital loss carryforwards of certain subsidiaries to offset future taxable earnings. As of each reporting date, the Company’s management considers new evidence, both positive and negative, which could impact management’s view with regard to future realization of deferred tax assets. During the three months ended September 30, 2018, the valuation allowance balance was decreased primarily due to the utilization of loss carryforwards and the adoption of ASC 606.

Unrecognized Income Tax Benefits    

As of September 30, 2018 and June 30, 2018, the Company had unrecognized income tax benefits of $6.4 million and $6.2 million, respectively, of which $5.5 million and $5.3 million, respectively, would impact the effective tax rate if recognized. During the three months ended September 30, 2018, the Company increased its unrecognized income tax benefits related to current tax positions by $0.2 million based on information that indicates the extent to which certain tax positions are more likely than not of being sustained.

Provision for Income Taxes    

The effective tax rate for the three months ended September 30, 2018 and 2017 was 27.8% and 30.6%, respectively. The effective tax rate for the three months ended September 30, 2018 was favorably impacted by a lower federal statutory tax rate, offset by a $3.4 million deferred tax charge associated with executive compensation limitations. The effective tax rate for the three months ended September 30, 2018 and 2017 were favorably impacted by $1.9 million and $3.4 million of excess tax benefits, respectively.

Note 12. Commitments and Contingencies

The Company is subject to various claims and litigation in the normal course of business. When a loss is considered probable and reasonably estimable, the Company records a liability in the amount of its best estimate for the ultimate loss. There can be no assurance that these matters will be resolved in a manner that is not adverse to the Company.

In the normal course of business, the Company may enter into contracts in which it makes representations and warranties that relate to the performance of the Company’s services and products. The Company does not expect any material losses related to such representations and warranties.

Legal Proceedings

From time to time, the Company is involved in legal, regulatory, and arbitration proceedings concerning matters arising in connection with the conduct of its business activities. Such proceedings can be expensive and disruptive to normal business operations. When losses are considered probable and reasonably estimable, the Company records a liability in the amount of its best estimate for the ultimate loss. At this time, the Company is unable to reasonably estimate any reasonably possible loss or ranges of losses on the matters and proceedings described below for a variety of reasons, including, among others: (i) the proceedings being in the relatively early stages; (ii) uncertainty as to the outcome of pending or anticipated appeals, motions, counterclaims, or settlements; (iii) significant factual issues remain to be resolved; and (iv) the novel or uncertain nature of the legal issues presented.

Competition Matters

The Company is involved in multiple lawsuits that set forth allegations of anti-competitive agreements between the Company and The Reynolds and Reynolds Company ("Reynolds and Reynolds") relating to the manner in which the defendants control access to, and allow integration with, their respective DMSs. The Company has also received from the Federal Trade Commission ("FTC") a Civil Investigative Demand consisting of a request to produce documents relating to any agreement between the Company and Reynolds and Reynolds.

The following antitrust lawsuits have been transferred to, or filed as part of the U.S. District Court for the Northern District of Illinois for consolidated or coordinated for pretrial proceedings as part of a Multi-District Litigation proceeding (“MDL”). Currently, the parties to the MDL are engaged in preliminary proceedings and document discovery. Each of these lawsuits seeks, among other things, treble damages and injunctive relief.

• Motor Vehicle Software Corporation (“MVSC”) brought a suit against the Company, Reynolds and Reynolds, and Computerized Vehicle Registration (“CVR”), a majority owned joint venture of the Company. MVSC’s suit was originally filed in the U.S. District Court for the Central District of California on February 3, 2017. Defendants’ motions to dismiss MVSC’s second amended complaint was denied.

• Authenticom, Inc. brought a suit against CDK Global, LLC (the Company’s operating subsidiary), and Reynolds and Reynolds. Authenticom’s suit was originally filed in the U.S. District Court for the Western District of Wisconsin on May 1, 2017. Defendants’ motions to dismiss were granted in part, and dismissed in part.

• Teterboro Automall, Inc. d/b/a Teterboro Chrysler Dodge Jeep Ram (“Teterboro”) brought a putative class-action suit against CDK Global, LLC and Reynolds and Reynolds. Teterboro’s suit was originally filed in the U.S. District Court for the District of New Jersey on October 19, 2017. Since that time, several more putative class actions have been filed in a variety of Federal District Courts, with substantively similar allegations; all of them have been consolidated with the MDL proceeding. On June 4, 2018, a Consolidated Class Action Complaint was filed on behalf of a putative class made up of all dealerships in the United States that directly or indirectly purchase DMS or data integration services from CDK or Reynolds and Reynolds. The Company has moved to dismiss the complaint, or in the alternative, compel arbitration of certain of the cases while staying the remainder pending the outcome of those arbitration proceedings. On October 23, 2018, the putative Dealership Class Plaintiffs and Reynolds and Reynolds filed a Motion for Preliminary Approval of Settlement and for Conditional Certification of the Proposed Settlement Class. Reynolds concurrently withdrew its previously filed motion to compel arbitration of the Dealership class action (or, in the alternative, to dismiss) as moot.

• Cox Automotive, along with multiple subsidiaries (“Cox”), brought suit against CDK Global, LLC. Cox’s suit was originally filed in the U.S. District Court for the Western District of Wisconsin, on December 11, 2017. CDK Global, LLC has moved to dismiss Cox’s claims; that motion is currently under consideration by the court.

• Loop LLC d/b/a Autoloop (“Autoloop”) brought suit against CDK Global, LLC in the U.S. District Court for the Northern District of Illinois on April 9, 2018, but reserved its rights with respect to remand to the U.S. District Court for the Western District of Wisconsin at the conclusion of the MDL proceedings. On June 5, 2018, Autoloop amended its complaint as a putative class action on behalf of itself and all other similarly situated vendors. CDK Global, LLC has moved to dismiss Autoloop's claims; that motion is currently under consideration by the court.

The Company believes that these cases are without merit and intends to continue to contest the claims in these cases vigorously. Legal and 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 produce documents relating to any agreements between the Company and Reynolds and Reynolds. Subsequently, parallel requests have been received from certain states' Attorneys General. The Company is responding to the requests. The requests merely seek information, and no proceedings have been instituted. The Company believes there has not been any conduct by the Company or its current or former employees that would be actionable under the antitrust laws in connection with the agreements between ourselves and Reynolds and Reynolds or otherwise. At this time, the Company does not have sufficient information to predict the outcome of, or the cost of responding to or resolving these investigations.

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Other Proceedings

The Company is otherwise involved from time to time in other proceedings not described above. Based on information available at this time, the Company believes that the resolution of these other matters currently pending will not individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition, or liquidity. The Company's view of these matters may change as the proceedings and events related thereto unfold.

Other Contingencies

The Company has provided approximately $25.3 million of guarantees as of September 30, 2018 in the form of surety bonds issued to support certain licenses and contracts which require a surety bond as a guarantee of performance of contractual obligations. In general, the Company would only be liable for the amount of these guarantees in the event the Company defaulted in performing the obligations under each contract, of which, the probability is remote.

The Company had a total of $1.9 million in letters of credit outstanding as of September 30, 2018 primarily in connection with insurance programs and our foreign subsidiaries.

Note 13. 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 condensed consolidated balance sheets in CDK stockholders' (deficit) equity. The Company's other comprehensive income (loss) for the three months ended September 30, 2018 and 2017 and AOCI balances as of September 30, 2018 and June 30, 2018 were comprised solely of currency translation adjustments. Other comprehensive income (loss) was $(6.0) million and $14.2 million for the three months ended September 30, 2018 and 2017, respectively. The accumulated balances reported in AOCI on the condensed consolidated balance sheets for currency translation adjustments were $5.1 million and $11.5 million as of September 30, 2018 and June 30, 2018, respectively.

Note 14. Share Repurchases

In January 2017, the Board of Directors authorized the Company to repurchase up to $2.0 billion of our common stock as part of a return of capital plan. Under the authorization, the Company may purchase its common stock in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The actual timing, number, and price of any shares to be repurchased is determined at management's discretion and depends on a number of factors, including the market price of the shares, general market and economic conditions, and other potential uses for free cash flow including, but not limited to, potential acquisitions.

The Company made open market repurchases of approximately 1.8 million shares of the Company's common stock during the three months ended September 30, 2018 for a total cost of $114.1 million.

Note 15. Financial Data by Segment

The Company is organized into two main operating groups. The Company's first operating group is CDK North America which is comprised of two reportable segments, Retail Solutions North America and Advertising North America. The second operating group, which is also a reportable segment, is CDK International.

The primary components of the Other segment are corporate allocations and other expenses not recorded in the segment results, such as stock-based compensation expense, corporate costs, interest expense, costs attributable to the business transformation plan, results of our captive insurance company and certain unallocated expenses. Certain expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are recorded based on management responsibility.

In the first quarter of fiscal 2019, the Company revised segment reporting to reclassify the assets and liabilities and operating results of the April 2018 acquisition of Progressus Media LLC to the RSNA segment. The results were previously reported in the ANA segment.

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Revenue by segment was as follows:

	Revenues
	Three Months Ended
	September 30,
	2018		2017
CDK North America:
Retail Solutions North America	$	410.1	$	401.6
Advertising North America	65.8		79.8
CDK International	78.6		84.3
Total	$	554.5	$	565.7

Earnings before Income Taxes by segment was as follows:

	Earnings before Income Taxes
	Three Months Ended
	September 30,
	2018			2017
CDK North America:
Retail Solutions North America	$	175.6		$	156.2
Advertising North America	6.2			10.6
CDK International	18.8			21.4
Other	(72.8		)	(68.4		)
Total	$	127.8		$	119.8

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in millions, except per share amounts)

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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, other than statements of historical fact, including: the Company's business outlook, forecasted GAAP and adjusted results for the Company's fiscal year ending June 30, 2019 ("fiscal 2019"), statements concerning the Company's payment of dividends and the repurchase of shares, leverage targets and the funding of such dividends and repurchases; the Company's objectives for its multi-year business transformation plan; other plans; objectives; forecasts; goals; beliefs; business strategies; future events; business conditions; results of operations; 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” includes forward-looking statements. These statements are based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed, or implied by, these forward-looking statements. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include:

• The Company's success in obtaining, retaining, and selling additional services to 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 impact and 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 (including future interpretations, assumptions and regulatory guidance related to the Tax Cuts and Jobs Act);

• 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;

• any changes to our credit rating and the impact of such changes on our financing costs, rates, terms, debt service obligations, and access to capital market and working capital needs;

• 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; and

• the ability of our significant stockholders and their affiliates to significantly influence our decisions, or cause us to incur significant costs.

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 them do, what impact they will have on our results of operations and financial condition. You should carefully read the factors described under "Item 1A. Risk Factors" of our most recent Annual

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Report on Form 10-K (the "Form 10-K") and in this Quarterly Report on Form 10-Q under "Item 1A. Risk Factors," for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by us on our website or otherwise, and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q and our most recent Annual Report on Form 10-K. We disclaim any obligation to update or revise forward-looking statements that may be made to reflect new information 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 thereto included elsewhere herein. In this Quarterly Report on Form 10-Q, all references to "we," "our," and "us" refer collectively to CDK and its consolidated subsidiaries.

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DC RESULTS OF OPERATIONS

Executive Overview

CDK Global enables end-to-end automotive commerce across the globe. For over 40 years, we have served automotive retailers and original equipment manufacturers ("OEMs") by providing innovative solutions that allow them to better connect, manage, analyze, and grow their businesses. Our solutions automate and integrate all parts of the buying process, including the advertising, acquisition, sale, financing, insuring, parts supply, repair, and maintenance of vehicles, in more than 100 countries around the world, for approximately 28,000 retail locations and most OEMs.

We generate revenue primarily by providing a broad suite of subscription-based software and technology solutions for automotive retailers through our Retail Solutions North America ("RSNA") and CDK International ("CDKI") segments. We are focused on the use of software-as-a-service (“SaaS”) and mobile-centric solutions that are highly functional, flexible and fast. Our flagship Dealer Management System (“DMS”) software solutions are hosted enterprise resource planning applications tailored to the unique requirements of the retail automotive industry. Our DMS products facilitate the sale of new and used vehicles, consumer financing, repair and maintenance services, and vehicle and parts inventory management. Additionally, these solutions enable company-wide accounting, financial reporting, cash flow management, and payroll services. Our DMSs are typically integrated with OEM data processing systems that enable automotive retailers to order vehicles and parts, receive vehicle records, process warranties, and check recall campaigns and service bulletins while helping them to fulfill their franchisee responsibilities to their OEM franchisors.

The Company is organized into two main operating groups. The Company's first operating group is CDK North America which is comprised of two reportable segments, RSNA and Advertising North America ("ANA"). The second operating group, which is also a reportable segment, is CDKI. A brief description of each of these three segments' operations is provided below.

Retail Solutions North America

Through our RSNA segment, we provide technology-based solutions, including our DMS products, a broad portfolio of layered software applications and services, a robust and secure interface to the DMS through our Partner Program, data management and business intelligence solutions, a variety of professional services, and a full range of customer support solutions. These solutions help automotive retailers, OEMs, consumers and other industry participants manage the acquisition, sale, financing, insuring, parts supply, and repair and maintenance of vehicles. Our solutions help our customers streamline their operations, better target and serve their customers, and enhance the financial performance of their retail operations. In addition to providing solutions to retailers and manufacturers of automobiles, we also provide solutions to retailers and manufacturers of heavy trucks, construction equipment, agricultural equipment, motorcycles, boats, and other marine and recreational vehicles. In addition to providing solutions to automotive retailers and OEMs, our RSNA segment also provides solutions to retailers and manufacturers of heavy trucks, construction equipment, agricultural equipment, motorcycles, boats, and other marine and recreational vehicles.

Advertising North America

Through our ANA segment, we provide advertising solutions, including management of digital advertising spend, for primarily North American automotive retailers, automotive retailer associations, and OEMs. These solutions provide a coordinated offering across multiple marketing channels to help achieve customer marketing and sales objectives and coordinate execution between OEMs and their retailer networks.

CDK International

Through our CDKI segment, we provide automotive retailers with core DMS solutions and we offer automotive retailers and OEMs a variety of professional services, custom programming, consulting, implementation and training solutions, as well as a full range of customer support solutions in approximately 100 countries outside of the United States ("U.S.") and Canada. The solutions that we provide within this segment allow our customers to streamline their business operations and enhance their financial performance within their local marketplace, and in some cases 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.

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Factors Affecting Comparability of Financial Results

On October 20, 2017, the Company acquired the outstanding stock of Dashboard Dealership Enterprises, a provider of executive reporting solutions for auto dealers.

On April 3, 2018, the Company acquired the membership interests of Progressus Media LLC, a provider of mobile advertising solutions for dealerships, agencies, and automotive marketing companies.

On September 14, 2018, the Company acquired the equity interests of ELEAD1ONE. ELEAD1ONE’s automotive customer relationship management ("CRM") software and call center solutions enable interaction between sales, service and marketing operations to provide dealers with an integrated customer acquisition and retention platform.

On July 1, 2018, we adopted Accounting Standard Update ("ASU") 2014-09, “Revenue from Contracts with Customers,” and related ASUs ("ASC 606") which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance using the modified retrospective approach. Results for reporting periods beginning after July 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. For additional information, refer to Note 5, "Revenue" to our condensed consolidated financial statements under Item 1, Part 1 of this Quarterly Report on Form 10-Q.

On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Reform Act") was enacted into law. The Tax Reform Act significantly revises the U.S. corporate income tax laws by, among other things, reducing the corporate income tax rate from 35.0% to 21.0%.

Business Transformation Plan

During fiscal 2015, we initiated a business transformation plan designed to increase operating efficiency, improve the cost structure of our global operations, and generate more than $300.0 million of additional consolidated adjusted EBITDA through its completion at the end of fiscal 2019. We currently estimate that we will incur approximately $300.0 million of costs to execute the plan through its completion, which are comprised of approximately $100.0 million of restructuring expense and approximately $200.0 million of other expenses.

The following table describes the key workstreams through which we monitor and evaluate our performance under the business transformation plan.

Workstream	Description
MoveUp!	Migrate customers to latest software versions; engineer to reduce customizations
Streamline implementation	Streamline installation and training process through improved technology, process, tools, and workflow
Enhance customer service	Decrease resolution times through optimized case management and technology-enabled, intelligent, user-driven support
Optimize sales and product offering	Standardize pricing; optimize discount management; reduce product complexity; adjust sales structure
Simplify quote to cash	Reduce business complexity through integrated go-to-market model that leverages an automated contracting process, SKU rationalization, and streamlined invoicing
Workforce efficiency and footprint	Increase efficiency through fewer layers and larger spans of control, geographic wage arbitrage, and reduced facility footprint
Strategic sourcing	Disciplined vendor management and vendor consolidation
CDK International	Comprehensive optimization across back office, R&D, implementation, and support
Other

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Restructuring expenses associated with the business transformation plan include employee-related costs, which represent severance and other termination-related benefits, and contract termination costs, which include costs to terminate facility leases. We recognized $17.2 million and $6.5 million of restructuring expenses for the three months ended September 30, 2018 and 2017, respectively. Since the inception of the business transformation plan in the fourth quarter of fiscal 2015, we have recognized cumulative restructuring expenses of $79.1 million. Restructuring expenses are recorded in the Other segment, as these initiatives are predominantly centrally directed and are not included in internal measures of segment operating performance.

Accruals for restructuring expenses were included within accrued expenses and other current liabilities on the consolidated balance sheets as of September 30, 2018 and June 30, 2018. The following table summarizes the activity for the restructuring accrual for the three months ended September 30, 2018:

	Employee-Related Costs			Contract Termination Costs			Total Costs
Balance as of June 30, 2018	$	4.4		$	0.8		$	5.2
Charges	17.2			—			17.2
Cash payments	(11.9		)	(0.1		)	(12.0		)
Balance as of September 30, 2018	$	9.7		$	0.7		$	10.4

In addition to the restructuring expenses discussed above, we expect to incur additional costs to implement the business transformation plan, including consulting, training, and other transition costs. We may also incur accelerated depreciation and amortization expenses if the expected useful lives of our assets are adjusted. While these costs are directly attributable to our business transformation plan, they are not included in restructuring expenses on our condensed consolidated statements of operations. We recognized other business transformation expense of $5.2 million and $15.8 million for the three months ended September 30, 2018 and 2017, respectively. Since the inception of the business transformation plan in the fourth quarter of fiscal 2015, we have recognized cumulative other business transformation expenses of $178.5 million.

Sources of Revenues and Expenses

Revenues. We generally receive fee-based revenue by providing services to customers. We generate revenues from five categories: subscription, on-site licenses and installation, digital advertising, transaction services, and other.

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:

• DMSs and layered applications, where the software is hosted and provided on a software-as-a-service ("SaaS:") basis;

• Interrelated services such as installation, initial training, and data updates;

• Ongoing maintenance and support related to on-site software;

• 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.

On-site licenses and installation: DMSs applications where the software is installed on-site at the customer's location and interrelated services such as installation.

Transaction services: fees per transaction to process credit reports, vehicle registrations, and automotive equity mining.

Other: consulting and professional services, including mobile advertising and marketing campaign solutions, sales of hardware, and other miscellaneous revenues.

In our ANA segment, revenues are primarily earned for placing digital advertisements for OEMs and automotive retailers.

CDKI revenues are generated from subscription, aside from the absence of website offerings, on-site licenses and installation, and other revenues as described above.

Expenses. Expenses generally relate to the cost of providing services to customers in the three reportable segments. In the RSNA and CDKI segments, significant expenses include employee payroll and other labor-related costs, the cost of hosting

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customer systems, third-party costs for transaction-based solutions and licensed software utilized in our solution offerings, computer hardware, software, telecommunications, transportation and distribution costs, third-party content for website offerings, the cost of hosting customer websites, computer hardware, software, and other general overhead items. In the ANA segment, significant expenses include third-party internet-based advertising placements, employee payroll and other labor-related costs, computer hardware, software, and other general overhead items. We also have some company-wide expenses attributable to management compensation and corporate overhead.

Key Performance Measures

We regularly review the following key performance measures in evaluating our business results, identifying trends affecting our business, and making operating and strategic decisions:

Dealer Management System Customer Sites. We track the number of retail customer sites with an active DMS that sell vehicles in automotive and adjacent markets as an indicator of our opportunity set for generating subscription revenue. We consider a DMS to be active if we have billed a subscription fee for that solution during the most recently ended calendar month. Adjacent markets include heavy truck dealerships that provide vehicles to the over-the-road trucking industry, recreation dealerships in the motorcycle, marine, and recreational vehicle industries, and heavy equipment dealerships in the agriculture and construction equipment industries.

Average Revenue Per DMS Customer Site. Average revenue per DMS customer site is an indicator of the adoption of our solutions by DMS customers, and we monitor changes in this metric to measure the effectiveness of our strategy to deepen our relationships with our current customer base through upgrading and expanding solutions. We calculate average revenue per DMS customer site by dividing the revenue generated from our solutions, including revenue generated from websites, in an applicable period by the average number of DMS customer sites in the same period. The metric excludes subscription revenue generated by customers not included in our DMS customer site count as well as subscription revenue related to certain installation and training activities that is deferred then recognized as revenue over the life of the contract. 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.

Advertising. For the ANA segment, we track the amount of advertising revenue generated from automotive manufacturers and retailers on either a national or regional scale as a measure of our effectiveness in delivering advertising services to the market.

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Results of Operations

The following is a discussion of the results of our consolidated operations for the three months ended September 30, 2018 and 2017. For a discussion of our operations by segment, see "Analysis of Reportable Segments" below.

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

	Three Months Ended
	September 30,						Change
	2018			2017			$			%
Revenues	$	554.5		$	565.7		$	(11.2	)	(2	)%
Cost of revenues	281.6			307.7			(26.1		)	(8	)%
Selling, general, and administrative expenses	98.3			113.7			(15.4		)	(14	)%
Restructuring expenses	17.2			6.5			10.7			n/m
Total expenses	397.1			427.9			(30.8		)	(7	)%
Operating earnings	157.4			137.8			19.6			14	%
Interest expense	(32.2		)	(23.3		)	(8.9		)	38	%
Other income, net	2.6			5.3			(2.7		)	(51	)%
Earnings before income taxes	127.8			119.8			8.0			7	%
Margin %	23.0		%	21.2		%
Provision for income taxes	(35.5		)	(36.7		)	1.2			(3	)%
Effective tax rate	27.8		%	30.6		%
Net earnings	92.3			83.1			9.2			11	%
Less: net earnings attributable to noncontrolling interest	2.0			1.8			0.2			11	%
Net earnings attributable to CDK	$	90.3		$	81.3		$	9.0		11	%

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Revenues. Revenues for the three months ended September 30, 2018 decreased $11.2 million as compared to the three months ended September 30, 2017 which was primarily related to the $11.4 million reduction to revenue in fiscal 2019 related to changes in the timing of revenue recognition under ASC 606 where on-site license and installation revenues are being recorded up-front upon installation instead of ratably over time. ANA segment revenues decreased $14.0 million, CDKI segment revenues decreased $5.7 million, partially offset by RSNA segment revenue growth of $8.5 million. See the discussion below for drivers of each segment's revenue variance. The impact of foreign exchange rates on revenues was a decrease of $1.9 million. The foreign exchange rate impact was primarily due to the strength of the Canadian dollar and Euro against the U.S. dollar.

Cost of Revenues. Cost of revenues for the three months ended September 30, 2018 decreased by $26.1 million as compared to the three months ended September 30, 2017 which includes the $8.6 million of costs to fulfill that were deferred and costs related to revenue that was recognized prior to July 1, 2018 upon adoption of ASC 606. The constant currency impact of foreign exchange rates on cost of revenues was a decrease of $0.8 million. Cost of revenues was favorably impacted by lower other business transformation expenses and lower expenses as a result of lower labor-related costs attributable to ongoing initiatives under our business transformation plan primarily related to lower headcount and geographic labor mix. Cost of revenues include expenses to research, develop, and deploy new and enhanced solutions for our customers of $19.9 million and $38.0 million for the three months ended September 30, 2018 and 2017, respectively, representing 3.6% and 6.7% of revenues, respectively.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended September 30, 2018 decreased by $15.4 million compared to the three months ended September 30, 2017. ASC 606 did not have a significant impact on selling, general and administrative expenses in fiscal 2019. Selling, general and administrative expenses decreased due to lower stock-based compensation, lower costs to implement the new revenue recognition standard, other business transformation expenses, and lower expenses as a result of lower labor-related costs attributable to ongoing

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initiatives under our business transformation plan primarily related to lower headcount and geographic labor mix. The constant currency impact of foreign exchange rates on selling, general and administrative expenses was a decrease of $0.2 million.

Restructuring Expenses. Restructuring expenses for the three months ended September 30, 2018 increased by $10.7 million as compared to the three months ended September 30, 2017 and relates to the business transformation plan we initiated in fiscal 2015.

Interest Expense. Interest expense for the three months ended September 30, 2018 increased by $8.9 million as compared to the three months ended September 30, 2017 largely due to borrowings under our 2026 notes in June 2018.

Other Income, net. Other income, net for the three months ended September 30, 2018 decreased by $2.7 million as compared to the three months ended September 30, 2017 due primarily to fluctuations in foreign exchange gains and losses and a gain in fiscal 2018 associated with an indemnification receivable from ADP for pre spin-off tax periods in accordance with the tax matters agreement.

Provision for Income Taxes. The effective tax rate for the three months ended September 30, 2018 and 2017 was 27.8% and 30.6%, respectively. The effective tax rate for the three months ended September 30, 2018 was impacted by a lower federal statutory tax rate, offset by a deferred tax charge associated with executive compensation. The effective tax rate for the three months ended September 30, 2018 and 2017 were favorably impacted by $1.9 million and $3.4 million of excess tax benefits, respectively.

Net Earnings Attributable to CDK. Net earnings attributable to CDK for the three months ended September 30, 2018 increased $9.0 million as compared to the three months ended September 30, 2017. The increase in net earnings attributable to CDK was primarily due to the factors previously discussed.

Non-GAAP Measures

Throughout the following results of operations discussions, we disclose certain financial measures for our consolidated and operating segment results 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 an alternative 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 the comparable GAAP financial measures, in the same way.

Non-GAAP Financial Measure	Comparable GAAP Financial Measure
Adjusted earnings before income taxes	Earnings before income taxes
Adjusted provision for income taxes	Provision for income taxes
Adjusted net earnings attributable to CDK	Net earnings attributable to CDK
Adjusted diluted earnings attributable to CDK per share	Diluted earnings attributable to CDK per share
Adjusted EBITDA	Net earnings attributable to CDK
Adjusted EBITDA margin	Net earnings attributable to CDK margin
Constant currency adjusted revenues	Revenues
Constant currency adjusted earnings before income taxes	Earnings before income taxes

We use 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 a consistent basis, because the measures adjust for the impact of certain items that we believe do not directly reflect our underlying operations. By adjusting for these 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 covenant calculations, 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 meaningful supplemental information regarding financial performance by excluding certain items, (ii) permit investors to view performance using the same tools that management uses, and (iii) otherwise provide supplemental information that may be useful to investors in evaluating our ongoing operating results on a consistent basis. We believe that

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the presentation of these non-GAAP financial measures, when considered together with the corresponding GAAP financial measures and the reconciliations to those measures disclosed below, provides investors with a fuller understanding of the factors and trends affecting our business 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 present these 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. dollars using the average monthly exchange rates for the comparable prior period. As a result, constant currency results neutralize the effects of foreign currency.

Effective July 1, 2018, we began including amortization of acquired intangible assets within our calculations of adjusted earnings before income taxes, adjusted net earnings attributable to CDK, and adjusted diluted net earnings attributable to CDK per share. Amortization of acquired intangible assets represents non-cash expenses associated with acquisition activities that we expect to become more meaningful due to our evolving acquisition strategy. These expenses are inconsistent in amount and frequency and are significantly affected by the timing and size of our acquisitions. Therefore, we adjust for amortization of acquired intangible assets within our calculations of these measures because it does not directly reflect our underlying operations, and excluding such information provides us with a better understanding of our ongoing operating performance across periods.

Consolidated Non-GAAP Results

The tables below present the reconciliation of the most directly comparable GAAP measures on both an ASC 606 and ASC 605 basis to constant currency revenues, constant currency adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to CDK, and adjusted diluted earnings attributable to CDK per share.

	Three Months Ended
	September 30,									Change
	2018						2017			ASC 605
	ASC 606			ASC 605						$			%
Revenues	$	554.5		$	565.9		$	565.7		$	0.2		—	%
Impact of exchange rates	1.9			2.2			—			2.2
Constant currency revenues	$	556.4		$	568.1		$	565.7		$	2.4		—	%
Earnings before income taxes	$	127.8		$	130.3		$	119.8		$	10.5		9	%
Margin %	23.0		%	23.0		%	21.2		%
Restructuring expenses (1)	17.2			17.2			6.5			10.7
Other business transformation expenses (1)	5.2			5.2			15.2			(10.0		)
Total stock-based compensation (2)	3.3			3.3			8.1			(4.8		)
Amortization of acquired intangible assets (3)	3.1			3.1			3.8			(0.7		)
Transaction and integration-related costs (4)	1.8			1.8			0.6			1.2
Legal and regulatory expenses related to competition matters (5)	1.7			1.7			0.9			0.8
Tax matters indemnification gain (6)	—			—			(0.8		)	0.8
Adjusted earnings before income taxes	$	160.1		$	162.6		$	154.1		$	8.5		6	%
Adjusted margin %	28.9		%	28.7		%	27.2		%
Impact of exchange rates	0.9			1.0			—			1.0
Constant currency adjusted earnings before income taxes	$	161.0		$	163.6		$	154.1		$	9.5		6	%
Provision for income taxes	$	35.5		$	36.2		$	36.7		$	(0.5	)	(1	)%
Effective tax rate	27.8		%	27.8		%	30.6		%
Income tax effect of pre-tax adjustments (7)	7.4			7.4			12.5			(5.1		)
Excess tax benefit from stock-based compensation(8)	1.9			1.9			3.5			(1.6		)
Impact of U.S tax reform (9)	(3.4		)	(3.4		)	—			(3.4		)
Adjusted provision for income taxes	$	41.4		$	42.1		$	52.7		$	(10.6	)	(20	)%

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Adjusted effective tax rate	25.9		%	25.9		%	34.2		%
Net earnings attributable to CDK	$	90.3		$	92.1		$	81.3		$	10.8		13	%
Restructuring expenses (1) (10)	17.1			17.1			6.4			10.7
Other business transformation expenses (1)	5.2			5.2			15.2			(10.0		)
Total stock-based compensation (2)	3.3			3.3			8.1			(4.8		)
Amortization of acquired intangible assets (3) (10)	3.0			3.0			3.7			(0.7		)
Transaction and integration-related costs (4)	1.8			1.8			0.6			1.2
Legal and regulatory expenses related to competition matters (5)	1.7			1.7			0.9			0.8
Tax matters indemnification gain (6)	—			—			(0.8		)	0.8
Income tax effect of pre-tax adjustments (7)	(7.4		)	(7.4		)	(12.5		)	5.1
Excess tax benefit from stock-based compensation(8)	(1.9		)	(1.9		)	(3.5		)	1.6
Impact of U.S tax reform (9)	3.4			3.4			—			3.4
Adjusted net earnings attributable to CDK	$	116.5		$	118.3		$	99.4		$	18.9		19	%
Diluted earnings attributable to CDK per share	$	0.69		$	0.71		$	0.57		$	0.14		25	%
Restructuring expenses (1) (10)	0.13			0.13			0.04
Other business transformation expenses (1)	0.04			0.04			0.11
Total stock-based compensation (2)	0.03			0.03			0.06
Amortization of acquired intangible assets (3) (10)	0.02			0.02			0.03
Transaction and integration-related costs (4)	0.01			0.01			—
Legal and regulatory expenses related to competition matters (5)	0.01			0.01			0.01
Tax matters indemnification gain (6)	—			—			(0.01		)
Income tax effect of pre-tax adjustments (7)	(0.06		)	(0.06		)	(0.09		)
Excess tax benefit from stock-based compensation(8)	(0.01		)	(0.01		)	(0.02		)
Impact of U.S tax reform (9)	0.03			0.03			—
Adjusted diluted earnings attributable to CDK per share	$	0.89		$	0.91		$	0.70		$	0.21		30	%
Weighted-average common shares outstanding:
Diluted	130.4			130.4			141.4

(1) Restructuring expense recognized in connection with our business transformation plan for the three months ended September 30, 2018 and 2017. Other business transformation expenses were included within cost of revenues and selling, general and administrative expenses and were incurred in connection with our business transformation plan for the three months ended September 30, 2018 and 2017.

(2) Total stock-based compensation expense recognized for the periods presented were included within cost of revenues and selling, general and administrative expenses.

(3) Amortization of acquired intangible assets consists of amortization of intangible assets such as customer lists, purchased software, and trademarks acquired in connection with business combinations.

(4) Transaction and integration-related expenses that include legal, accounting, outside service fees, and other costs incurred in connection with assessment and integration of acquisitions and other strategic business opportunities included within selling, general and administrative expenses.

(5) Legal and regulatory expenses related to competition matters recognized for the periods presented were included within selling, general and administrative expenses.

(6) Net gain recorded within other income, net associated with an indemnification receivable from ADP for pre spin-off tax periods in accordance with tax matters agreement.

(7) Income tax effect of pre-tax adjustments calculated at applicable statutory rates for each adjustment for fiscal 2019 and 2018.

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(8) Excess tax benefit from stock-based compensation for the periods presented.

(9) As a result of the Tax Reform Act, an estimated one-time tax expense of $3.4 million from a revaluation of deferred tax assets associated with executive compensation.

(10) The portion of expense related to noncontrolling interest of $0.1 million has been removed from restructuring expenses and amortization of acquired intangible assets for both the three months ended September 30, 2018 and 2017, respectively.

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Adjusted Earnings before Income Taxes. ASC 605 adjusted earnings before income taxes for the three months ended September 30, 2018 increased $8.5 million as compared to the three months ended September 30, 2017. ASC 605 adjusted margin increased from 27.2% to 28.7%. The constant currency impact of foreign exchange rates on adjusted earnings before income taxes was a decrease of $1.0 million. ASC 605 adjusted earnings before income taxes were favorably impacted by benefits obtained from ongoing initiatives under our business transformation plan, primarily related to lower-headcount and geographic mix, and operating efficiencies inclusive of revenue growth in our segments and lower costs to implement the new revenue recognition standard. The favorable effects of these items were partially offset by increased interest expense.

Adjusted Provision for Income Taxes. The ASC 605 adjusted effective tax rate for the three months ended September 30, 2018 was 25.9% impacted by a lower federal statutory tax rate as compared to 34.2% for the three months ended September 30, 2017.

Adjusted Net Earnings Attributable to CDK. ASC 605 adjusted net earnings attributable to CDK for the three months ended September 30, 2018 increased $18.9 million as compared to the three months ended September 30, 2017. The increase in adjusted net earnings attributable to CDK was primarily due to the items discussed above in adjusted earnings before income taxes.

The table below presents the reconciliation of net earnings attributable to CDK to adjusted EBITDA on an ASC 606 and ASC 605 basis.

	Three Months Ended
	September 30,									Change
	2018						2017			ASC 605
	ASC 606			ASC 605						$		%
Net earnings attributable to CDK	$	90.3		$	92.1		$	81.3		$	10.8	13	%
Margin %	16.3		%	16.3		%	14.4		%
Net earnings attributable to noncontrolling interest (1)	2.0			2.0			1.8
Provision for income taxes (2)	35.5			36.2			36.7
Interest expense (3)	32.2			32.2			23.3
Depreciation and amortization (4)	19.7			19.7			19.5
Total stock-based compensation (5)	3.3			3.3			8.1
Restructuring expenses (6)	17.2			17.2			6.5
Other business transformation expenses (6)	5.2			5.2			15.1
Transaction and integration-related costs (7)	1.8			1.8			0.6
Legal and regulatory expenses related to competition matters (8)	1.7			1.7			0.9
Tax matters indemnification gain (9)	—			—			(0.8		)
Adjusted EBITDA	$	208.9		$	211.4		$	193.0		$	18.4	10	%
Adjusted margin %	37.7		%	37.4		%	34.1		%

(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.

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(4) Depreciation and amortization included within the financial statements for the periods presented.

(5) Total stock-based compensation expense recognized for the periods presented.

(6) Restructuring expense recognized in connection with our business transformation plan for the three months ended September 30, 2018 and 2017. Other business transformation expenses were included within cost of revenues and selling, general and administrative expenses and were incurred in connection with our business transformation plan for the three months ended September 30, 2018 and 2017. Other business transformation expenses excluded $0.1 million of accelerated depreciation expense for the three months ended September 30, 2017.

(7) Transaction and integration-related expenses that include legal, accounting, outside service fees, and other costs incurred in connection with assessment and integration of acquisitions and other strategic business opportunities included within selling, general and administrative expenses.

(8) Legal and regulatory expenses related to competition matters recognized for the periods presented were included within selling, general and administrative expenses.

(9) Net gain recorded within other income, net associated with an indemnification receivable from ADP for pre spin-off tax periods in accordance with tax matters agreement.

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Adjusted EBITDA. ASC 605 adjusted EBITDA for the three months ended September 30, 2018 increased $18.4 million as compared the three months ended September 30, 2017. ASC 605 adjusted margin increased from 34.1% to 37.4%. Adjusted EBITDA was favorably impacted by benefits obtained from ongoing initiatives under our business transformation plan, primarily related to lower-headcount and geographic mix and lower costs to implement the new revenue recognition standard.

Analysis of Reportable Segments

The following is a discussion of the results of our operations by reportable segment for the three months ended September 30, 2018 and 2017. Certain expenses are charged to the reportable segments at a standard rate for management reporting purposes. Other costs are charged to the reportable segments based on management’s responsibility for the applicable costs.

Retail Solutions North America Segment

In the first quarter of fiscal 2019, the Company revised segment reporting to reclassify the operating results of the April 2018 acquisition of Progressus Media LLC ("Progressus") to the RSNA segment. The results were previously reported in the ANA segment.

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The table below presents the reconciliation of revenues to constant currency revenues and earnings before income taxes to constant currency adjusted earnings before income taxes for the RSNA segment. Refer to the footnotes in "Consolidated Non-GAAP Results" for additional information on the adjustments presented below.

	Three Months Ended
	September 30,									Change
	2018						2017			ASC 605
	ASC 606			ASC 605						$		%
Revenues	$	410.1		$	413.2		$	401.6		$	11.6	3	%
Impact of exchange rates	1.0			1.1			—			1.1
Constant currency revenues	$	411.1		$	414.3		$	401.6		$	12.7	3	%
Earnings before income taxes	$	175.6		$	174.0		$	156.2		$	17.8	11	%
Margin %	42.8		%	42.1		%	38.9		%
Transaction and integration-related costs	1.3			1.3			0.6			0.7
Amortization of acquired intangible assets	2.4			2.4			2.2			0.2
Legal and regulatory expenses related to competition matters	1.7			1.7			0.9			0.8
Adjusted earnings before income taxes	181.0			179.4			159.9			19.5		12	%
Adjusted Margin %	44.1		%	43.4		%	39.8		%
Impact of exchange rates	0.6			0.6			—			0.6
Constant currency adjusted earnings before income taxes	$	181.6		$	180.0		$	159.9		$	20.1	13	%

The table below presents revenue disaggregation for the RSNA segment for ASC 606 and ASC 605 for the three months ended September 30, 2018 and ASC 605 for the three months ended September 30, 2017. In connection with the adoption of ASC 606, we revised the presentation of certain sources of revenue as on-site license and installation and other. Prior period data has not been restated to reflect this new presentation.

	Three Months Ended
	September 30,						Change
	2018				2017		ASC 605
	ASC 606		ASC 605				$			%
Subscription	$	334.3	$	335.4	$	326.6	$	8.8		3	%
On-site license and installation	1.4		—		—		—			—
Transaction	41.0		41.2		43.7		(2.5		)	(6	)%
Other	33.4		36.6		31.3		5.3			17	%
Revenues	$	410.1	$	413.2	$	401.6	$	11.6		3	%

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Revenues. RSNA ASC 606 revenues were $3.1 million less than ASC 605 revenues for the three months ended September 30, 2018 related to the change in timing of recognition under ASC 606 where on-site license and installation revenues are being recorded up-front upon installation instead of ratably over time.

RSNA ASC 605 revenues increased by $11.6 million for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017 and includes an unfavorable currency impact of $1.1 million.

Subscription revenues grew due to an increase in average revenue per DMS customer site, primarily due to pricing, despite a decrease in DMS customer site count from 14,543 sites as of September 30, 2017 to 14,533 sites as of September 30, 2018. Other revenue increased due to the Progressus and ELEAD1ONE acquisitions partially offset by lower hardware and consulting revenues. Transaction revenues, generated from vehicle registrations and automotive equity mining decreased declines in credit bureau and equity mining revenues.

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Earnings before Income Taxes. RSNA ASC 606 earnings before income taxes were $1.6 million higher ASC 605 earnings before income taxes for the three months ended September 30, 2018 primarily due to additional costs to fulfill that are now deferred.

RSNA ASC 605 earnings before income taxes increased by $17.8 million for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017. ASC 605 Margin increased from 38.9% to 42.1%.

RSNA ASC 605 earnings before income taxes were favorably impacted by operating efficiencies inclusive of benefits obtained from ongoing initiatives under our business transformation plan, primarily related to lower headcount and geographic labor mix and revenue growth.

Advertising North America Segment

The table below presents the reconciliation of revenues to revenues and earnings before income taxes to adjusted earnings before income taxes for the ANA segment. Refer to the footnotes in "Consolidated Non-GAAP Results" for additional information on the adjustments presented below.

	Three Months Ended
	September 30,									Change
	2018						2017			ASC 605
	ASC 606			ASC 605						$			%
Revenues	$	65.8		$	65.9		$	79.8		$	(13.9	)	(17	)%
Earnings before income taxes	$	6.2		$	6.3		$	10.6		$	(4.3	)	(41	)%
Margin %	9.4		%	9.6		%	13.3		%
Amortization of acquired intangible assets	0.6			0.6			0.8			(0.2		)
Adjusted earnings before income taxes	$	6.8		$	6.9		$	11.4		$	(4.5	)	(39	)%
Adjusted Margin %	10.3		%	10.5		%	14.3		%

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Revenues. ANA ASC 605 revenues decreased by $13.9 million to $65.9 million for the three months ended September 30, 2018 as compared to $79.8 million for the three months ended September 30, 2017. The overall decrease was due to a reduction in OEM funded advertising placements, local marketing association internet advertising placements, and dealer spend. The adoption of ASC 606 did not have a significant impact on revenues.

Earnings before Income Taxes. ANA ASC 605 earnings before income taxes decreased by $4.3 million to $6.3 million for the three months ended September 30, 2018 as compared to $10.6 million for the three months ended September 30, 2017. Margin decreased from 13.3% to 9.6%. ANA margin decline was primarily due to the decline in revenue and higher advertising costs. The adoption of ASC 606 did not have a significant impact on earnings before income taxes.

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CDK International Segment

The table below presents the reconciliation of revenues to constant currency revenues and earnings before income taxes to constant currency adjusted earnings before income taxes for the CDKI segment. Refer to the footnotes in "Consolidated Non-GAAP Results" for additional information on the adjustments presented below.

	Three Months Ended
	September 30,									Change
	2018						2017			ASC 605
	ASC 606			ASC 605						$		%
Revenues	$	78.6		$	86.8		$	84.3		$	2.5	3	%
Impact of exchange rates	0.9			1.1			—			1.1
Constant currency revenues	$	79.5		$	87.9		$	84.3		$	3.6	4	%
Earnings before income taxes	$	18.8		$	22.8		$	21.4		$	1.4	7	%
Margin %	23.9		%	26.3		%	25.4		%
Amortization of acquired intangible assets	0.1			0.1			0.8
Adjusted earnings before income taxes	18.9			22.9			22.2			0.7		3	%
Adjusted Margin %	24.0		%	26.4		%	26.3		%
Impact of exchange rates	0.2			0.4			—			0.4
Constant currency adjusted earnings before income taxes	$	19.1		$	23.3		$	22.2		$	1.1	5	%

The table below presents revenue disaggregation for the CDKI segment for ASC 606 and ASC 605 for the three months ended September 30, 2018 and ASC 605 for the three months ended September 30, 2017. In connection with the adoption of ASC 606, we revised the presentation of certain sources of revenue as on-site license and installation and other. Prior period data has not been restated to reflect this new presentation.

	Three Months Ended
	September 30,						Change
	2018				2017		ASC 605
	ASC 606		ASC 605				$		%
Subscription	$	66.6	$	86.8	$	84.3	$	2.5	3	%
On-site license and installation	8.0		—		—		—
Other	4.0		—		—		—
Revenues	$	78.6	$	86.8	$	84.3	$	2.5	3	%

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Revenues. CDKI ASC 606 revenues were $8.2 million less than ASC 605 revenues for the three months ended September 30, 2018 primarily related to changes in the timing of revenue recognition under ASC 606 where to on-site license and installation revenues are being recorded up-front upon installation instead of ratably over time.

CDKI ASC 605 revenues increased by $2.5 million for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017. CDKI ASC 605 revenues were impacted by the strength of the Euro against the U.S. dollar, which contributed to a decrease of $1.1 million, or 1 percentage points.

CDKI experienced growth in ASC 605 revenues on a constant currency basis primarily due to increased average revenue per customer site despite a decrease in DMS customer site count from 13,496 sites as of September 30, 2017 to 13,187 sites as of September 30, 2018.

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Earnings before Income Taxes. ASC 606 earnings before income taxes were $4.0 million less than ASC 605 due to timing of revenues discussed above including the related change in deferred cost to fulfill and obtain contracts.

CDKI ASC 605 earnings before income taxes increased by $1.4 million for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017. Margin increased from 25.4% to 26.3%.

CDKI ASC 605 earnings before income taxes were favorably impacted by increased average revenue per customer site and operating efficiencies, which resulted from benefits obtained from ongoing initiatives under our business transformation plan, offset by investments related to revenue initiatives.

Other

The table below presents the reconciliation of loss before income taxes to adjusted loss before income taxes for the Other segment. There was no impact of adopting ASC 606 on the Other segment. Refer to the footnotes in "Consolidated Non-GAAP Results" for additional information on the adjustments presented below.

	Three Months Ended
	September 30,						Change
	2018			2017			$			%
Loss before income taxes	$	(72.8	)	$	(68.4	)	$	(4.4	)	(6	)%
Restructuring expenses	17.2			6.5			10.7
Other business transformation expenses	5.2			15.2			(10.0		)
Total stock-based compensation	3.3			8.1			(4.8		)
Transaction and integration-related costs	0.5			—			0.5
Tax matters indemnification gain	—			(0.8		)	0.8
Adjusted loss before income taxes	$	(46.6	)	$	(39.4	)	$	(7.2	)	(18	)%

The primary components of the Other loss before income taxes are certain costs that are not allocated to our reportable segments, such as interest expense, stock-based compensation expense, costs attributable to the business transformation plan, and certain unallocated expenses.

Three Months Ended September 30, 2018 Compared to the Three Months Ended September 30, 2017

Loss before Income Taxes. The Other loss before income taxes increased by $4.4 million for the three months ended September 30, 2018 as compared to the three months ended September 30, 2017. The Other loss before income taxes was unfavorably impacted by increased interest expense largely due to borrowings under our 2026 notes in June 2018 partially offset by lower costs to implement the new revenue recognition standard.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Capital Structure Overview

Our principal source of liquidity is derived from cash generated through operations. At present, and in future periods, we expect cash generated by our operations, together with cash and cash equivalents and borrowings from the capital markets, including our revolving credit facility, to be sufficient to cover our cash needs for working capital, capital expenditures, strategic acquisitions, and anticipated quarterly dividends and stock repurchases under our return of capital plan.

As of September 30, 2018, cash and cash equivalents were $312.8 million, total CDK stockholders' deficit was $314.7 million, and total debt was $2,691.5 million, which is net of unamortized financing costs of $24.6 million. Working capital at September 30, 2018 was $329.3 million, as compared to $864.1 million as of June 30, 2018. Working capital as presented herein excludes current maturities of long-term debt and capital lease obligation.

Our borrowings consist of two term loan facilities with an aggregate initial principal of $600.0 million, 3.30% senior notes with a $250.0 million aggregate principal amount due in 2019, 4.50% senior notes with a $500.0 million aggregate principal amount due in 2024, 5.875% senior notes with a $500.0 million aggregate principal amount due in 2026, and 4.875%

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senior notes with a $600.0 million aggregate 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, effective October 15, 2016. Additionally, we have a $750.0 million revolving credit facility, of which $260.0 million was drawn as of September 30, 2018.

Of the $312.8 million of cash and cash equivalents held as of September 30, 2018, $243.7 million was held by our foreign subsidiaries. Amounts held by foreign subsidiaries, if repatriated to the U.S., would generally be subject to foreign withholding taxes. The foreign earnings are considered indefinitely reinvested since our intent is to use the earnings outside of the U.S. to fund local working capital needs and future foreign investments, including potential acquisitions. Our current plans do not demonstrate a need to repatriate the earnings to fund our U.S. operations. In determining whether the undistributed earnings of our foreign subsidiaries are indefinitely reinvested, we consider the following: (i) cash flow forecasts and cash requirements of our U.S. business and our foreign subsidiaries, both for the short and long term; (ii) costs associated with permanent reinvestment plans, including cost of capital and tax consequences; and (iii) local country legal restrictions.

If circumstances change, and it becomes apparent that additional earnings considered indefinitely reinvested will be remitted to the U.S. in the foreseeable future, an additional income tax charge may be necessary, which would affect our results of operations and payment of such taxes would affect our liquidity. Given the uncertain time and manner of repatriation, it is not practicable to estimate the amount of any additional income tax charge on indefinitely reinvested earnings.

Return of Capital Plan

Stock Repurchase Program

In January 2017, the Board of Directors authorized the Company to repurchase up to $2.0 billion of our common stock as part of return of capital plan whereby we expect to return approximately $750.0 million to $1.0 billion per year through 2019 via a combination of dividends and share repurchases. As with the prior authorization, this authorization allows for purchases of our common stock in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The return of capital plan is expected to be funded through a combination of free cash flow and incremental 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 the period. The actual timing, number, and price of any shares to be repurchased is determined at management's discretion and depends on a number of factors, which 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.

Dividends to Common Stockholders

The Board of Directors most recently declared a quarterly cash dividend of $0.150 per share payable on September 28, 2018 to shareholders of record at the close of business on September 4, 2018. We paid dividends of $19.3 million during the three months ended September 30, 2018, and $19.7 million during the three months ended September 30, 2017, respectively.

Cash Flows    

Our cash flows from operating, investing, and financing activities, as reflected in the consolidated statements of cash flows for the three months ended September 30, 2018 and 2017, are summarized as follows:

	Three Months Ended
	September 30,
	2018			2017			$ Change
Cash provided by (used in):
Operating activities	$	140.0		$	127.8		$	12.2
Investing activities	(542.1		)	(19.1		)	(523.0		)
Financing activities	(89.5		)	(53.1		)	(36.4		)
Effect of exchange rate changes on cash and cash equivalents	(3.5		)	6.9			(10.4		)
Net change in cash and cash equivalents	$	(495.1	)	$	62.5		$	(557.6	)

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Net cash flows provided by operating activities were $140.0 million for the three months ended September 30, 2018 as compared to $127.8 million for the three months ended September 30, 2017. This $12.2 million increase was due to an improvement of $2.2 million in net working capital components, which was due primarily due to timing of cash payments made to our vendors, timing of cash payments made to tax authorities and cash received from our customers in the normal course of business.

Net cash flows used in investing activities were $542.1 million for the three months ended September 30, 2018 as compared to net cash flows used in investing activities of $19.1 million for the three months ended September 30, 2017. This $523.0 million increase in cash used in investing activities was largely due to the ELEAD1ONE acquisition during the three months ended September 30, 2018.

Net cash flows used in financing activities were $89.5 million for the three months ended September 30, 2018 as compared to $53.1 million for the three months ended September 30, 2017. This $36.4 million increase in cash used in financing activities was primarily due to the repayment of the 2019, 2020, and 2021 term loan facilities, an increase in repurchases of common stock partially offset by the proceeds of the three and five year term loan facilities and the draw on the revolving credit facility.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to interest rate risk related to our revolving credit facility and term loan facilities as those arrangements contain interest rates that are not fixed. As of September 30, 2018, $260.0 million of our revolving credit facility was drawn and the interest rate per annum was 3.795%. The interest rate per annum on the three year term loan facility and five year term loan facility as of September 30, 2018 was 3.75% and 3.875%, respectively. A hypothetical increase in this interest rate of 40 basis points would have resulted in an immaterial impact on earnings before income taxes for the three months ended September 30, 2018.

We operate and transact business in various foreign jurisdictions and are therefore exposed to market risk from changes in foreign currency exchange rates that could impact our financial position, results of operations, and cash flows. We have not been materially impacted by fluctuations in foreign currency 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 or U.S. dollar-based currencies. As of September 30, 2018, operations in foreign jurisdictions were principally transacted in Canadian dollars, Euro, 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 operating earnings of approximately $3.2 million for the three months ended September 30, 2018.

We primarily manage our exposure to these market risks through our regular operating and financing activities. We also use derivatives not designated as hedges which consisted of foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposure on intercompany loans.

CRITICAL ACCOUNTING POLICIES

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these 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 condensed consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations. There have been no material changes to our critical accounting policies or the methodologies or assumptions we apply since the date of the Annual Report on Form 10-K other than those described below.

As of July 1, 2018, we have updated our revenue recognition policy in conjunction with the adoption of ASC 606. Refer to Note 2, "Summary of Significant Accounting Policies" and Note 5, "Revenue" to our condensed consolidated financial statements under Item 1 of Part 1 of this Quarterly Report on Form 10-Q for further information.

Goodwill

We test goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill for impairment at the reporting unit level. A reporting unit is an operating

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segment or a component of an operating segment. Based on how the chief operating decision maker regularly reviews information for purposes of allocating resources and assessing performance, we have five reporting units.

We test impairment by first comparing the fair value of each reporting unit to its carrying amount. If the carrying value of the reporting unit exceeds its fair value, the difference, up to the amount of goodwill recorded for the reporting unit, is recognized as an impairment.

We estimate the fair value of our reporting units by weighting the results from the income approach, which is the present value of expected cash flows discounted at a risk-adjusted weighted-average cost of capital, and the market approach, which uses market multiples of companies in similar lines of business. These valuation approaches require significant judgment and consider a number of factors including assumptions about the future growth and profitability of our reporting units, the determination of appropriate comparable publicly traded companies in our industry, discount rates, and terminal growth rates.

During fiscal 2018, the ANA segment and reporting unit was at risk of failing step one of the goodwill impairment test. The impairment test indicated that the fair value of the reporting unit exceeded the carrying value by less than 10%. Declines in advertising revenue from certain OEM contracts and changes in revenue mix were the primary drivers of the decline in fair value. In the first quarter of fiscal 2019, ANA updated its estimates regarding operating results and growth rate due to continued changes to the business primarily related to certain OEM contracts. Therefore, the Company determined that the carrying amount of goodwill should be evaluated for impairment at September 30, 2018. The goodwill allocated to the reporting units is $214.3 million. The impairment test indicated that the fair value of the ANA reporting unit exceeds its carrying value by approximately 7% which is lower than the fourth quarter of fiscal 2018. No goodwill impairment was recorded. The valuation of the reporting unit requires significant judgment and is highly sensitive to underlying assumptions including forecasted revenue growth and operating earnings and discount rates. Further declines in advertising revenue or changes in advertising revenue mix could negatively impact the estimated fair value and result in an impairment for the reporting unit which could be material to consolidated earnings.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements    

Refer to Note 3, "New Accounting Pronouncements" to our condensed consolidated financial statements under Item 1 of Part 1 of this Quarterly Report on Form 10-Q for financial information regarding recently issued and adopted accounting pronouncements including the effects on our results of operations, financial condition, and cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The information called for by this item is provided under the caption "Quantitative and Qualitative Disclosures about Market Risk" under Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 4. Controls and Procedures

Management's Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "evaluation"). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of September 30, 2018 in ensuring that (i) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including its Chief 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 Securities and Exchange Commission's rules and forms.

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Changes in Internal Control Over Financial Reporting

The adoption of ASU 2014-09, "Revenue from Contracts with Customers," and the related ASUs ("ASC 606"), required the implementation of a new financial system and new accounting processes, which changed the Company's internal controls over revenue recognition, capture of cost to obtain and fulfill contracts, and financial reporting. In the first quarter of fiscal 2019, the Company implemented new and modified existing internal controls for the adoption of ASC 606. There were no additional changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Except as noted below, all other items are either inapplicable or would result in negative responses and, therefore, have been omitted.

Item 1.  Legal Proceedings

For a description of our legal proceedings, see Note 12, Commitments and Contingencies, included in Part 1, Item 1, of the Notes to condensed consolidated financial statements, included in this Quarterly Report of From 10-Q.

Item 1A.  Risk Factors

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the "Risk Factors" disclosed under "Item 1A. Risk Factors" of our Annual Report on Form 10-K filed with the SEC. You should be aware that these risk factors and other information may not describe every risk facing our Company. Other than as set forth below, there have been no material changes to the risk factors we have disclosed in the "Risk Factors" section of our Form 10-K filed with the SEC.

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 three months ended September 30, 2018, we generated 18% of our revenues outside of the U.S., and we expect revenues from other countries to 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 our business in non-U.S. markets. Business and operations in individual countries are subject to changes in local government regulations and policies, including those 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 United Kingdom ("U.K.") on June 23, 2016 resulted in Brexit. Our results are subject to the uncertainties and instability in economic and market conditions caused by such vote, including uncertainty regarding the U.K.’s access to the EU Single Market and the wider trading, legal, regulatory, and labor environments, especially in the U.K. and EU. Our results are also subject to the difficulties of coordinating our activities across the countries in which we are active. In addition, our operations in each country are vulnerable to changes in local socio-economic conditions and monetary and fiscal policies, currency exchange rates, intellectual property protection disputes, the settlement of legal disputes through foreign legal systems, the collection of receivables through foreign legal systems, exposure to possible expropriation or other governmental actions, product preference and product requirements, difficulty to effectively establish and expand our business and operations in such markets, unsettled political conditions, possible terrorist attacks, acts of war, natural disasters, and pandemic disease. These and other factors relating to our international operations may have a material adverse 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. In the 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 earnings from foreign jurisdictions, our effective tax rate may be higher as a result.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents a summary of common stock repurchases made during the three months ended September 30, 2018.

47

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares as Part of Publicly Announced Programs (2)	Maximum Number (or Approximate Dollar Value) that May Yet Be Purchased Under the Program (2)
July 1 - 31, 2018	829,383	$	64.84	637,105	$	984,357,855
August 1 - 31, 2018	830,456	$	62.04	822,387	$	933,355,622
September 1 - 30, 2018	383,532	$	61.49	341,171	$	912,348,981
Total	2,043,371	$	63.07	1,800,663

(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 of restricted stock to satisfy tax withholdings. Shares withheld for such purposes make up 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 return of capital program. This authorization will expire when it is exhausted or at such time as it is revoked by the Board of Directors.

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Item 6.  Exhibits

The following exhibits are filed with this Quarterly Report on Form 10-Q or incorporated herein by reference to the document set forth next to the exhibit in the list below:

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
10.1	Term Loan Credit Agreement, dated as of August 17, 2018, among the Company, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent	8-K	1-36486	10.1	8/23/2018
10.2	Revolving Credit Agreement, dated as of August 17, 2018, among the Company, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent	8-K	1-36486	10.2	8/23/2018
10.3	Form of Restricted Stock Unit Award Agreement (Form for Corporate Officers) (Management Compensatory Plan)	8-K	1-36486	10.1	9/6/2018
10.4	Form of Performance Stock Unit Award Agreement (Form for Corporate Officers) (Management Compensatory Plan)	8-K	1-36486	10.2	9/6/2018
10.5	Form of Performance Based Stock Option Award Agreement (Form for Corporate Officers) (Management Compensatory Plan)					X
10.6	Form of Performance Based Stock Option Award Agreement (Form for Corporate Officers) (Management Compensatory Plan)					X
10.7	CDK Global, Inc., Amended and Restated Deferred Compensation Plan, effective November 6, 2018 (Management Compensatory Plan)					X
10.8	CDK Global, Inc.,  Amended and Restated Retirement and Savings Restoration Plan, effective November 6, 2018 (Management Compensatory Plan)					X
10.9	Employment Agreement, dated as of November 5, 2018, by and between the Company and Brian Krzanich					X
10.10	Transition and Release Agreement, dated as of November 5, 2018, by and between the Company and Brian P. MacDonald					X
31.1	Certification by Brian P. MacDonald pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934					X
31.2	Certification by Joseph A. Tautges pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934					X
32.1	Certification by Brian P. MacDonald pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.2	Certification by Joseph A. Tautges pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
101.INS	XBRL instance document					X
101.SCH	XBRL taxonomy extension schema document					X
101.CAL	XBRL taxonomy extension calculation linkbase document					X
101.LAB	XBRL taxonomy label linkbase document					X
101.PRE	XBRL taxonomy extension presentation linkbase document					X

49

101.DEF XBRL taxonomy extension definition linkbase document X

50

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CDK Global, Inc. (Registrant)
Date:	November 7, 2018	/s/ Joseph A. Tautges Joseph A. Tautges
		Executive Vice President, Chief Financial Officer (principal financial officer) (Title)
Date:	November 7, 2018	/s/ Jennifer A. Williams Jennifer A. Williams
		Vice President, Corporate Controller and Chief Accounting Officer (principal accounting officer) (Title)

51

EX-10.5

Exhibit 10.5

Non-Qualified

[GRANT DATE]

CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN

PERFORMANCE BASED STOCK OPTION GRANT AGREEMENT

CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants [PARTICIPANT NAME] (the “Participant”) on [GRANT DATE] the right and option to purchase [NUMBER OF AWARDS GRANTED] shares of the Common Stock, par value $0.01 per share, of the Company subject to the restrictions, terms and conditions herein.

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it would be in the best interests of the Company and its stockholders to grant the award of options provided for herein to the Participant, on the terms and conditions described in this Performance Based Stock Option Grant Agreement (this “Agreement”).

NOW, THEREFORE, for and in consideration of the promises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, and their permitted successors and assigns, hereby agree as follows:

1. The option herein granted shall become exercisable in whole or in part as follows:

(a) Exercisable as to [% OF AWARDS VESTING] shares (the “First Vesting Tranche”) on [DATE] (the “First Scheduled Vesting Date”), if, and only if, over any twenty (20) consecutive trading days during the period from the Grant Date through the First Scheduled Vesting Date, the average closing price of the Company’s Common Stock as reported by the NASDAQ Global Select Market equals or exceeds $[Ÿ] (the “First Vesting Condition”).

(b) Exercisable as to [% OF AWARDS VESTING] (the “Second Vesting Tranche”) shares on [DATE] (the “Second Scheduled Vesting Date”), if, and only if, over any twenty (20) consecutive trading days during the period from the Grant Date through the Second Scheduled Vesting Date, the average closing price of the Company’s Common Stock as reported by the NASDAQ Global Select Market equals or exceeds $[Ÿ] (the “Second Vesting Condition”).

(c) If the First Vesting Condition is satisfied at any time before the First Scheduled Vesting Date, then all of the shares underlying the First Vesting Tranche of the option herein granted shall become exercisable on the First Scheduled Vesting Date regardless of the closing price of the Company’s common stock prior to or subsequent to satisfying the First Vesting Condition. If the Second Vesting Condition is satisfied at any time before the Second Scheduled Vesting Date, then all of the shares underlying the Second Vesting Tranche of the option herein granted shall become exercisable on the Second Scheduled Vesting Date regardless of the closing price of the Company’s common stock prior to or subsequent to satisfying the Second Vesting Condition. For the avoidance of doubt, the First Vesting Tranche and the Second Vesting Tranche shall vest or be forfeited independently of one

another based on the achievement or non-achievement of the First Vesting Condition and the Second Vesting Condition, respectively.

(d) Except as the Committee may otherwise determine in its sole discretion, no option herein granted shall become exercisable following termination of the Participant’s employment from the Company or any of its subsidiaries (and no option herein granted shall become exercisable following the Company’s sale of the subsidiary, or the Company’s or a subsidiary’s sale of the division or business unit, that employs the Participant). For the avoidance of doubt, if the First Vesting Condition has not been satisfied as of the First Scheduled Vesting Date, the First Vesting Tranche of the option herein granted shall automatically and without notice terminate and become null and void on the First Scheduled Vesting Date, and if the Second Vesting Condition has not been satisfied as of the Second Scheduled Vesting Date, the Second Vesting Tranche of the option herein granted shall automatically and without notice terminate and become null and void on the Second Scheduled Vesting Date.

2. The unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:

(a) the expiration of ten years from the date on which the option was granted;

(b) the expiration of 60 days from the date of termination of the Participant’s employment from the Company (including in connection with the sale of the subsidiary, division or business unit that employs the Participant) or any of its subsidiaries; provided, however, that

(i) if the Participant’s employment from the Company or any of its subsidiaries terminates because of Disability, the provisions of sub-paragraph (c) shall apply,

(ii) if the Participant shall die during employment by the Company or any of its subsidiaries or during the 60-day period following the date of termination of such employment, the provisions of sub-paragraph (d) below shall apply,

(iii) if the Participant shall retire and satisfy the Normal Retirement Criteria, the provisions of sub-paragraph (e) below shall apply, and

(iv) if the Participant shall (I) retire (and satisfy the Company’s criteria for retirement at such time) from the Company or any of its subsidiaries, divisions or business units, as the case may be, (II) be at least 55 years of age at the time of such retirement, and (III) have at least five (but less than ten) credited years of service with the Company and its subsidiaries at the time of such retirement, the provisions of sub-paragraph (f) below shall apply;

(c) if Section 2(b)(i) applies, (i) if the Participant satisfied the Normal Retirement Criteria at the time of Participant’s Disability, the expiration of 36 months after termination of Participant’s employment from the Company or any of its subsidiaries because of Disability, or (ii) if the Participant did not satisfy the Normal Retirement Criteria at the time of Participant’s Disability, the expiration of 12 months after termination of Participant’s employment from the Company or any of its subsidiaries because of Disability; provided, however, that if the Participant shall die during the 36-month period specified in clause (i) of this Section 2(c) or the 12-month period specified in clause (ii) of this Section 2(c), as applicable, then the unexercised portion shall become null and void upon the expiration of 12 months after the death of the Participant;

(d) if Section 2(b)(ii) applies, (i) if the Participant satisfied the Normal Retirement Criteria at the time of death, the expiration of 36 months after the death of the Participant, or (ii) if the Participant did not satisfy the Normal Retirement Criteria at the time of death, 12 months after the death of the Participant;

(e) if Section 2(b)(iii) applies, the expiration of 37 months after the retirement of the Participant; provided, however, that if the Participant shall die during the 37-month period following the date of the Participant’s retirement, then the unexercised portion shall become null and void on the later of (i) the expiration of 37 months after the retirement of the Participant and (ii) 12 months after the death of the Participant; and

(f) if Section 2(b)(iv) applies, the expiration of 12 months after the retirement of the Participant; provided, however, that if the Participant shall die during the 12 month period following the date of the Participant’s retirement, then the unexercised portion shall become null and void on the expiration of 12 months after the death of the Participant.

3. Notwithstanding the foregoing, in the event that any unexercised portion of the option herein granted would terminate and become null and void in accordance with Section 2 and the Fair Market Value of the unexercised portion of the option herein granted exceeds the full price for each of the shares purchased pursuant to such option, the then-vested portion of the option herein granted shall be deemed to be automatically exercised by the Participant on such last trading day by means of a net exercise without any action by the Participant. Upon such automatic exercise, the Company shall deliver to the Participant the number of shares of Common Stock for which the option was deemed exercised less the number of shares of Common Stock having a Fair Market Value, as of such date, sufficient to (1) pay the full price for each of the shares of Common Stock purchased pursuant to the option herein granted and (2) satisfy all applicable required tax withholding obligations. Any fractional share shall be settled in cash. For the avoidance of doubt, and notwithstanding any provision (or interpretation) of Section 2 to the contrary, the unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void upon the expiration of ten years from the date of this Agreement.

4. The full price for each of the shares purchased pursuant to the option herein granted shall be [GRANT PRICE].

5. Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part. No shares shall be issued until full payment therefore has been made, and the Participant shall have none of the rights of a shareholder with respect to any shares subject to this option until such shares shall have been issued.

6. No option granted hereunder may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

7. In the event of one or more stock splits, stock dividends, stock changes, reclassifications, recapitalizations or combinations of shares prior to complete exercise of the option herein granted that change the character or number of the shares subject to the option, this option to the extent that it shall not have been exercised, shall entitle the Participant or the Participant’s executors or administrators to receive in substitution such number and kind of shares as he, she or they would have been entitled to receive if the Participant or the Participant’s executors or administrators had actually owned the shares subject to this option at the time of the occurrence of such change; provided, however that if the change is of such nature that the Participant or the Participant’s executors or administrators, upon exercise of the option, would receive property other than shares of stock, then the Board shall adjust the option so that he, she or they shall acquire only shares of stock upon exercise, making such adjustment in the number and kind of shares to be received as the Board shall, in its sole judgement, deem equitable; provided, further, that the foregoing shall not limit the Company’s ability to otherwise adjust the option in a manner consistent with Section 12 of the Plan.

8. If the Participant’s home country is the United States, the effectiveness of the option herein granted is conditioned upon the Participant’s agreement to (i) this Agreement, (ii) the Restrictive Covenant Agreement furnished herewith and which includes, among other provisions, certain non-competition, non-solicitation and non-disclosure covenants, and (iii) the Company’s Mutual Arbitration Agreement without opting out of same.

If the Participant does not agree (whether electronically or otherwise) to this Agreement, the Restrictive Covenant Agreement, and the Mutual Arbitration Agreement within ninety (90) days from the grant date, the option herein granted hereunder shall be terminable by the Company. In this case, continued effectiveness of the option herein granted is further conditioned upon the continued effectiveness of the Mutual Arbitration Agreement between the Participant and the Company through the term of this Agreement.

9. Notwithstanding anything to the contrary contained herein, the option granted hereunder may be terminated and become null and void without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any Affiliate. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the option granted hereunder (which gain shall be deemed to be an amount equal to the difference between the price for shares set forth in Section 4 above and the Fair Market Value (as defined in the Plan), on the applicable exercise date, of the shares of Common Stock of the Company delivered to the Participant), and repay such gain to the Company. The option granted hereunder, and all incentive based compensation payable pursuant to the option granted hereunder, shall be subject to (i) the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the provisions of Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules, regulations and requirements adopted thereunder by the Securities and Exchange Commission and/or any national securities exchange on which the Company’s equity securities may be listed.

10. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan, and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

11. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

12. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

13. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant with or without cause at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-will term of employment will not change.

14. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

15. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless

the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.

16. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.

By accepting this Agreement through the online acceptance tool on Fidelity Stock Plan Services’ website, the Participant agrees to all of the terms and conditions in this Agreement and the Plan.

EX-10.6

Exhibit 10.6

Non-Qualified

[GRANT DATE]

CDK GLOBAL, INC. 2014 OMNIBUS AWARD PLAN

PERFORMANCE BASED STOCK OPTION GRANT AGREEMENT

CDK GLOBAL, INC. (the “Company”), pursuant to the 2014 Omnibus Award Plan (the “Plan”), hereby irrevocably grants [PARTICIPANT NAME] (the “Participant”) on [GRANT DATE] the right and option to purchase [NUMBER OF AWARDS GRANTED] shares of the Common Stock, par value $0.01 per share, of the Company subject to the restrictions, terms and conditions herein.

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it would be in the best interests of the Company and its stockholders to grant the award of options provided for herein to the Participant, on the terms and conditions described in this Performance Based Stock Option Grant Agreement (this “Agreement”).

NOW, THEREFORE, for and in consideration of the promises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, and their permitted successors and assigns, hereby agree as follows:

1. The option herein granted shall become exercisable in whole on [DATE] (the “Scheduled Vesting Date”), if, and only if, over any twenty (20) consecutive trading days during the period from the Grant Date through the Scheduled Vesting Date, the average closing price of the Company’s Common Stock as reported by the NASDAQ Global Select Market equals or exceeds $[Ÿ] (the “Vesting Condition”). If the Vesting Condition set forth in the immediately preceding sentence is satisfied at any time before the Scheduled Vesting Date, then all of the shares underlying the option herein granted shall become exercisable on the Scheduled Vesting Date regardless of the closing price of the Company’s common stock prior to or subsequent to satisfying the Vesting Condition. Except as the Committee may otherwise determine in its sole discretion, no option herein granted shall become exercisable following termination of the Participant’s employment from the Company or any of its subsidiaries (and no option herein granted shall become exercisable following the Company’s sale of the subsidiary, or the Company’s or a subsidiary’s sale of the division or business unit, that employs the Participant). For the avoidance of doubt, if the Vesting Condition has not been satisfied as of the Scheduled Vesting Date, the option herein granted shall automatically and without notice terminate and become null and void on the Scheduled Vesting Date.

2. The unexercised portion of the option herein granted shall automatically and without notice terminate and become null and void at the time of the earliest of the following to occur:

(a) the expiration of ten years from the date on which the option was granted;

(b) the expiration of 60 days from the date of termination of the Participant’s employment from the Company (including in connection with the sale of the subsidiary, division or business unit that employs the Participant) or any of its subsidiaries; provided, however, that

(i) if the Participant’s employment from the Company or any of its subsidiaries terminates because of Disability, the provisions of sub-paragraph (c) shall apply,

(ii) if the Participant shall die during employment by the Company or any of its subsidiaries or during the 60-day period following the date of termination of such employment, the provisions of sub-paragraph (d) below shall apply,

(iii) if the Participant shall retire and satisfy the Normal Retirement Criteria, the provisions of sub-paragraph (e) below shall apply, and

(iv) if the Participant shall (I) retire (and satisfy the Company’s criteria for retirement at such time) from the Company or any of its subsidiaries, divisions or business units, as the case may be, (II) be at least 55 years of age at the time of such retirement, and (III) have at least five (but less than ten) credited years of service with the Company and its subsidiaries at the time of such retirement, the provisions of sub-paragraph (f) below shall apply;

(c) if Section 2(b)(i) applies, (i) if the Participant satisfied the Normal Retirement Criteria at the time of Participant’s Disability, the expiration of 36 months after termination of Participant’s employment from the Company or any of its subsidiaries because of Disability, or (ii) if the Participant did not satisfy the Normal Retirement Criteria at the time of Participant’s Disability, the expiration of 12 months after termination of Participant’s employment from the Company or any of its subsidiaries because of Disability; provided, however, that if the Participant shall die during the 36-month period specified in clause (i) of this Section 2(c) or the 12-month period specified in clause (ii) of this Section 2(c), as applicable, then the unexercised portion shall become null and void upon the expiration of 12 months after the death of the Participant;

(d) if Section 2(b)(ii) applies, (i) if the Participant satisfied the Normal Retirement Criteria at the time of death, the expiration of 36 months after the death of the Participant, or (ii) if the Participant did not satisfy the Normal Retirement Criteria at the time of death, 12 months after the death of the Participant;

(e) if Section 2(b)(iii) applies, the expiration of 37 months after the retirement of the Participant; provided, however, that if the Participant shall die during the 37-month period following the date of the Participant’s retirement, then the unexercised portion shall become null and void on the later of (i) the expiration of 37 months after the retirement of the Participant and (ii) 12 months after the death of the Participant; and

(f) if Section 2(b)(iv) applies, the expiration of 12 months after the retirement of the Participant; provided, however, that if the Participant shall die during the 12 month period following the date of the Participant’s retirement, then the unexercised portion shall become null and void on the expiration of 12 months after the death of the Participant.

3. Notwithstanding the foregoing, in the event that any unexercised portion of the option herein granted would terminate and become null and void in accordance with Section 2 and the Fair Market Value of the unexercised portion of the option herein granted exceeds the full price for each of the shares purchased pursuant to such option, the then-vested portion of the option herein granted shall be deemed to be automatically exercised by the Participant on such last trading day by means of a net exercise without any action by the Participant. Upon such automatic exercise, the Company shall deliver to the Participant the number of shares of Common Stock for which the option was deemed exercised less the number of shares of Common Stock having a Fair Market Value, as of such date, sufficient to (1) pay the full price for each of the shares of Common Stock purchased pursuant to the option herein granted and (2) satisfy all applicable required tax withholding obligations. Any fractional share shall be settled in cash. For the avoidance of doubt, and notwithstanding any provision (or interpretation) of Section 2 to the contrary, the unexercised portion of the option herein granted shall

automatically and without notice terminate and become null and void upon the expiration of ten years from the date of this Agreement.

4. The full price for each of the shares purchased pursuant to the option herein granted shall be [GRANT PRICE].

5. Full payment for shares purchased by the Participant shall be made at the time of the exercise of the option in whole or in part. No shares shall be issued until full payment therefore has been made, and the Participant shall have none of the rights of a shareholder with respect to any shares subject to this option until such shares shall have been issued.

6. No option granted hereunder may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

7. In the event of one or more stock splits, stock dividends, stock changes, reclassifications, recapitalizations or combinations of shares prior to complete exercise of the option herein granted that change the character or number of the shares subject to the option, this option to the extent that it shall not have been exercised, shall entitle the Participant or the Participant’s executors or administrators to receive in substitution such number and kind of shares as he, she or they would have been entitled to receive if the Participant or the Participant’s executors or administrators had actually owned the shares subject to this option at the time of the occurrence of such change; provided, however that if the change is of such nature that the Participant or the Participant’s executors or administrators, upon exercise of the option, would receive property other than shares of stock, then the Board shall adjust the option so that he, she or they shall acquire only shares of stock upon exercise, making such adjustment in the number and kind of shares to be received as the Board shall, in its sole judgement, deem equitable; provided, further, that the foregoing shall not limit the Company’s ability to otherwise adjust the option in a manner consistent with Section 12 of the Plan.

8. If the Participant’s home country is the United States, the effectiveness of the option herein granted is conditioned upon the Participant’s agreement to (i) this Agreement, (ii) the Restrictive Covenant Agreement furnished herewith and which includes, among other provisions, certain non-competition, non-solicitation and non-disclosure covenants, and (iii) the Company’s Mutual Arbitration Agreement without opting out of same. If the Participant does not agree (whether electronically or otherwise) to this Agreement, the Restrictive Covenant Agreement, and the Mutual Arbitration Agreement within ninety (90) days from the grant date, the option herein granted hereunder shall be terminable by the Company. In this case, continued effectiveness of the option herein granted is further conditioned upon the continued effectiveness of the Mutual Arbitration Agreement between the Participant and the Company through the term of this Agreement.

9. Notwithstanding anything to the contrary contained herein, the option granted hereunder may be terminated and become null and void without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the interests of the Company or any Affiliate, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or (ii) without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement between the Participant and the Company or any Affiliate. If the Participant engages in any activity referred to in the preceding sentence, the Participant shall, at the sole discretion of the Committee, forfeit any gain realized in respect of the option granted hereunder (which gain shall be deemed to be an amount equal to the difference between the price for shares set forth in Section 4 above and the Fair Market Value (as defined in the Plan), on the applicable exercise date, of the shares of Common Stock of the Company delivered to the Participant), and repay such gain to the Company. The option granted hereunder, and all incentive based compensation payable pursuant to the option granted hereunder, shall be subject to (i) the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the provisions of Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection

Act and the rules, regulations and requirements adopted thereunder by the Securities and Exchange Commission and/or any national securities exchange on which the Company’s equity securities may be listed.

10. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan, and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

11. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

12. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

13. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant with or without cause at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-will term of employment will not change.

14. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

15. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.

16. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.

By accepting this Agreement through the online acceptance tool on Fidelity Stock Plan Services’ website, the Participant agrees to all of the terms and conditions in this Agreement and the Plan.

EX-10.7

Exhibit 10.7

CDK GLOBAL, INC.
DEFERRED COMPENSATION PLAN

(Amended and Restated Effective as of November 6, 2018)

TABLE OF CONTENTS

DEFINITIONS 1

1.1“Account” or “Accounts”    1

1.2“Affiliate”    1

1.3“Annual Bonus Payments”    2

1.4“Annual Incentive Amounts”    2

1.5“Beneficiary” or “Beneficiaries”    2

1.6“Benefits Committee”    2

1.7“Board of Directors” or “Board”    2

1.8“Bonus Deferral Subaccount”    2

1.9“Code”    2

1.10“Committee”    2

1.11“Company”    3

1.12“Company Common Stock”    3

1.13“Company Matching Contribution”    3

1.14“Company Matching Contribution Subaccount”    3

1.15“Company Stock Unit Subaccount”    3

1.16“Compensation Committee”    3

1.17“Continuous Service”.    3

1.18“Disability”    3

1.19“Distributable Amount”    3

1.20“Dividend Equivalents”    3

1.21“Effective Date”    3

1.22“Eligible Employee”    3

1.23“Employee Matters Agreement”    4

1.24“Enrollment Period”    4

1.25“ERISA”    4

1.26“Exchange Act”    4

1.27“Fund” or “Funds”    4

1.28“In-Service Distribution Date”    4

1.29“Investment Rate”    4

1.30“Participant”    4

1.31“PBRS Awards”    4

1.32“PBRS Program”    4

1.33“Plan”    4

1.34“Plan Administrator”    5

1.35“Plan Year”    5

1.36“Qualifying Sales Bonuses”    5

1.37“Separation from Service”    5

1.38“Separation from Service Distribution Date”    5

1.39“Unforeseeable Emergency”    5

ELIGIBILITY FOR PARTICIPATION 5

2.1Determination of Eligible Employee    5

2.2Participation    6

2.3Amendment of Eligibility Criteria    6

i

ELECTIONS 6

3.1Election to Defer Annual Incentive Amounts    6

3.2Elections as to Time and Form of Payment    7

3.3Elections as to Deemed Investment Choices.    8

DEFERRAL ACCOUNTS 9

4.1Bonus Deferral Subaccount    9

4.2No Company Matching Contributions    9

4.3Company Matching Contribution Subaccount    9

4.4Company Stock Unit Subaccount    10

VESTING 10

5.1Vesting    10

5.2Vesting Upon Death or Disability    11

DISTRIBUTIONS 11

6.1Distribution of Accounts While Employed    11

6.2Distribution of Accounts after Separation from Service    11

6.3Unforeseeable Emergency    13

6.4Valuation Date    13

6.5PBRS Awards    13

ADMINISTRATION 13

7.1Committee    13

7.2Committee Action    14

7.3Powers of the Committee    14

7.4Construction and Interpretation    14

7.5Compensation, Expenses and Indemnity    15

CLAIMS PROCEDURES 15

8.1Initial Claim    15

8.2Claim Decision    15

8.3Appeal Process    15

8.4Exhaustion of Remedies    16

MISCELLANEOUS 16

9.1Unsecured General Creditor    16

9.2Restriction Against Assignment    16

9.3Withholding    17

9.4Amendment, Modification, Suspension or Termination    17

9.5Governing Law    17

9.6Receipt or Release    17

9.7Limitation of Rights and Employment Relationship    17

9.8Headings    17

9.9Section 409A    17

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CDK GLOBAL, INC.DEFERRED COMPENSATION PLAN

The CDK Global, Inc., Deferred Compensation Plan is intended to provide a select group of management or highly-compensated employees the ability to defer certain compensation earned by such employees. It is intended that this Plan will be supplemented by annual summaries describing the Plan and participation in the Plan for the applicable Plan Year; in the event of a conflict between the Plan and an annual summary, the terms of the Plan shall control. Eligible Employees who were participants in the Automatic Data Processing, Inc. Deferred Compensation Plan (the “ADP Plan”) immediately prior to the Effective Date (i) shall automatically become Participants in this Plan on the Effective Date, (ii) shall have initial Accounts established under this Plan in the same amounts as their corresponding Accounts under the ADP Plan (provided that the Company Stock Unit Subaccount shall be credited on the Effective Date as provided in Section 4.4) and (iii) shall have their prior elections in respect of their corresponding Accounts under the ADP Plan carryover and apply to their initial Accounts under this Plan.

This amendment and restatement is effective as of November 6, 2018.

ARTICLE IDEFINITIONS

Capitalized terms used in this Plan, shall have the meanings specified below.

1.1“Account” or “Accounts” shall mean all of the Bonus Deferral Subaccounts, Company Matching Contribution Subaccounts or Company Stock Unit Subaccounts that are specifically provided in this Plan.

1.2“Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

1.3“Annual Bonus Payments” shall mean, with respect to any Eligible Employee who does not qualify as a sales associate, the compensation earned pursuant to any annual cash incentive plan or annual cash bonus plan or program adopted by the Company; provided, however, that the following compensation shall not qualify as “Annual Bonus Payments” hereunder: spot bonuses, hiring bonuses, separation payments, retention payments, or other special or extraordinary payments. For the sake of clarity, payments of amounts under such annual cash incentive plan or annual cash bonus plan or program in connection with such Participant’s separation from service or termination of employment from the Company are to be treated for purposes of the Plan as an Annual Bonus Payment (and not a separation payment), even if the amounts are fixed and/or accelerated in connection with such separation or termination (provided that the timing of the payment and the extent to which the amount is substantially certain shall be taken into account in determining whether a deferral in respect of such payments shall be permitted under the Plan). Annual Bonus Payments shall only include compensation that is “performance-based compensation” (as defined under Treasury Regulation § 1.409A-1) contingent on the satisfaction of pre-established organizational or individual performance criteria relating to the Company’s fiscal year, and the performance criteria in respect of which was established in writing no later than 90 days after the commencement of the performance period (which period may be no less than 12 months) to which such criteria relate.

1.4“Annual Incentive Amounts” shall mean, as applicable, Annual Bonus Payments and Qualifying Sales Bonuses.

1.5“Beneficiary” or “Beneficiaries” shall mean the person or persons designated in writing by a Participant in accordance with procedures established by the Committee or the Plan Administrator to receive the benefits specified hereunder in the event of the Participant’s death. No Beneficiary designation shall become effective until it is filed with the Committee or the Plan Administrator. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and

1

currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary.

1.6“Benefits Committee” shall mean the CDK Global, Inc. Benefits Committee established by the Compensation Committee.

1.7“Board of Directors” or “Board” shall mean the Board of Directors of CDK Global, Inc.

1.8“Bonus Deferral Subaccount” shall mean the bookkeeping account maintained by the Company or the Plan Administrator for each Participant that is credited with amounts equal to (i) the portion of the Participant’s Annual Incentive Amounts that he or she elects to defer, and (ii) earnings and losses (based on the Investment Rate) attributable thereto.

1.9“Code” shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

1.10“Committee” shall mean a committee as the Compensation Committee may appoint to administer the Plan or, if no such committee has been appointed by the Compensation Committee, then it shall be the Compensation Committee. As of the effective date of this Plan, the Committee shall be the Benefits Committee.

1.11“Company” shall mean CDK Global, Inc., a Delaware corporation.

1.12“Company Common Stock” means the common stock, par value $.01 per share, of the Company.

1.13“Company Matching Contribution” shall mean the amount, if any, contributed by the Company for a Participant with respect to a Plan Year under Section 4.2.

1.14“Company Matching Contribution Subaccount” shall mean the bookkeeping account maintained by the Company or the Plan Administrator for each Participant that is credited with an amount equal to (i) the Company Matching Contribution, if any, and (ii) earnings and losses (based on the Investment Rate) attributable thereto.

1.15“Company Stock Unit Subaccount” shall mean the bookkeeping account maintained by the Company or the Plan Administrator for each Participant that is credited with (i) a number of Company stock units equal to the PBRS Awards that he or she elects to defer, if any, and (ii) an amount equal to the Dividend Equivalents (and earnings and losses (based on the Investment Rate) attributable to such Dividend Equivalents).

1.16“Compensation Committee” shall mean the Compensation Committee of the Board.

1.17“Continuous Service” shall mean a Participant’s uninterrupted period of common law, full-time employment with the Company or any parent, subsidiary, or Affiliate of the Company (which shall also include, for Participants as of the Effective Date, any such uninterrupted period (through the Effective Date) of common law, full-time employment with Automatic Data Processing, Inc. or any subsidiary or affiliate thereof).

1.18“Disability” shall mean that an individual is determined to be totally disabled by the Social Security Administration.

1.19“Distributable Amount” shall mean the vested balance in a Participant’s Accounts subject to distribution in a given Plan Year.

1.20“Dividend Equivalents” shall mean, for any Participant who defers PBRS Awards, an amount equal to the product of (a) the dividends (including extraordinary dividends, if so determined by the Committee) declared and paid to other stockholders of the Company in respect of one share of Company Common Stock, multiplied by (b) the number of Company stock units in such Participant’s Company Stock Unit Subaccount on the date such dividends are so declared.

1.21“Effective Date” means September 30, 2014.

1.22“Eligible Employee” shall mean those employees selected by the Committee in accordance with the procedures set forth in Article II.

1.23“Employee Matters Agreement” means that certain Employee Matters Agreement, dated as of the Effective Date, between Automatic Data Processing, Inc. and the Company.

1.24“Enrollment Period” shall mean a period of time, as determined by the Committee with respect to each Plan Year, ending no later than the December 31 preceding the end of the performance period with respect to which the Annual Incentive Amounts or PBRS Awards, as applicable, for such Plan Years relate; provided, however, that if the relevant performance period does not end on June 30, the Enrollment Period shall end at least six months before the conclusion of the applicable performance period.

1.25“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.26“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

1.27“Fund” or “Funds” shall mean one or more of the investment funds selected by the Committee, or its designee, to which Participants may elect to make deemed investments pursuant to Section 3.3.

1.28“In-Service Distribution Date” shall mean, in the case of a distribution to be made while the Participant is still employed by the Company, September 9^th of the Plan Year elected by the Participant.

1.29“Investment Rate” shall mean, (i) for each Fund with a fixed rate of return, the annual interest rate applicable to such Fund, as determined by the Committee from time to time, and (ii) for any Fund that does not have a fixed rate of return, any appreciation or depreciation in the value of the investment in which the Participant is deemed invested.

1.30“Participant” shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

1.31“PBRS Awards” shall mean, for any Plan Year, the number of shares of Company Common Stock earned by a Participant under the PBRS Program. The Plan currently does not permit for the deferral of PBRS Awards.

1.32“PBRS Program” shall mean the Company’s performance-based restricted stock program, performance-based stock unit program or any similar performance-based equity arrangement under the Company’s 2014 Omnibus Award Plan (or any successor plan), as in effect from time to time.

1.33“Plan” shall mean this CDK Global, Inc., Deferred Compensation Plan.

1.34“Plan Administrator” shall mean, if applicable, any recordkeeper appointed by the Company (which may include an Affiliate of the Company) to perform administrative and other functions associated with the Plan.

1.35“Plan Year” shall mean the Company’s fiscal year, which runs from July 1 to June 30.

1.36“Qualifying Sales Bonuses” shall mean, with respect to any Eligible Employee who qualifies as a sales associate and (i) receives sales bonuses on a quarterly basis, the bonus paid to such person related to the Company’s fourth fiscal quarter in any Plan Year or (ii) receives sales bonuses on a monthly basis, the bonus paid to such person related to the last month in any Plan Year. Qualifying Sales Bonuses shall only include compensation that is “performance-based compensation” (as defined under Treasury Regulation § 1.409A-1).

1.37“Separation from Service” shall mean that the employment or service provider relationship with the Company and any entity that is to be treated as a single employer with the Company for purposes of Treasury Regulations Section 1.409A-1(h) (the “Single Employer”) terminates such that the facts and circumstances indicate it is reasonably anticipated that no further services will be performed or that the level of bona fide services the Participant would perform after the termination (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Single Employer if the Participant has been providing services to the Single Employer less than 36 months).

1.38“Separation from Service Distribution Date” shall, except as set forth in Section 3.2(e)(iii), mean, in the case of a distribution on account of a Separation from Service, the ninth day of the seventh month following the month in which the Separation from Service occurs.

1.39“Unforeseeable Emergency” shall mean a severe unforeseeable financial hardship as defined in Section 409A and the regulations thereunder, including a severe financial hardship resulting from (i) an illness or accident of the Participant, the Participant’s spouse, the Participant’s designated Beneficiary, or the Participant’s dependent (as defined in Section 152 of the Code, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), (ii) the loss of the Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.

ARTICLE IIELIGIBILITY FOR PARTICIPATION

2.1Determination of Eligible Employee. Eligible Employees (with respect to both Annual Incentive Amounts) shall consist of all employees of the Company (or of any subsidiary that is incorporated in any State in the United States of America), determined as of July 1 of each Plan Year, that are (x) in executive letter grade positions, and (y) eligible to receive compensation pursuant to an annual cash incentive plan, or annual cash bonus plan or program; provided, however, that any employee whose home country is not the United States of America shall not be considered an Eligible Employee hereunder.

2.2Participation. An Eligible Employee (who does not otherwise become a Participant on the Effective Date by reason of having been a participant in the ADP Plan immediately prior to the Effective Date) shall become a Participant in the Plan by electing to make a deferral of Annual Incentive Amounts in a Plan Year in accordance with Article III.

2.3Amendment of Eligibility Criteria. The Committee may, in its discretion, change which employees are Eligible Employees under the Plan for any reason, including to comply with any applicable laws relating to the operation of the Plan. Eligibility for participation in one Plan Year does not guarantee eligibility to participate in any future Plan Year.

ARTICLE IIIELECTIONS

3.1Election to Defer Annual Incentive Amounts.

(a)Timing of Election to Defer Annual Incentive Amounts. An Eligible Employee may elect to defer Annual Incentive Amounts (to the extent provided for on the enrollment forms or enrollment system for a Plan Year, as determined in the sole discretion of the Committee) only during the Enrollment Period.

(b)Amount Eligible for Deferral.

(1)An Eligible Employee may elect to defer between 0% and 100% of his Annual Incentive Amounts, as may be determined by the Committee. The Committee may change the amount or percentage that may be deferred in respect of any Plan Year at any time, or from time to time.

(2)If necessary, the total amount deferred by a Participant shall be reduced in 1% increments in order to satisfy Social Security Tax (including Medicare), income tax withholding for compensation that cannot be deferred, employee benefit plan withholding requirements and any other withholding requirements.

(c)Irrevocable Elections. Elections to defer Annual Incentive Amounts shall become irrevocable as of the date for such Plan Year set by the Committee in its sole discretion, which (i) in the case of an Annual Bonus Payment shall in no event be later than six months before the conclusion of the performance period with respect to which the Annual Bonus Payment relates, and (ii) in the case of a Qualifying Sales Bonus shall in no event be later than the December 31 of the calendar year preceding the calendar year in which the Qualifying Sales Bonus will be earned.

(d)Duration of Election. An Eligible Employee’s election to defer Annual Incentive Amounts for any Plan Year is effective only for such Plan Year.

(e)Method of Election. Elections to participate may be made in writing, through an electronic medium such as a website enrollment window or an email enrollment form or through a Plan Administrator, provided that the election is binding when made and there is sufficient record of when such election is made.

3.2Elections as to Time and Form of Payment. During the Enrollment Period, a Participant shall make an election regarding the time and form of payment of the Annual Incentive Amounts deferred for that Plan Year (and all earnings and losses (based on the Investment Rate) attributable thereto, including in respect of Dividend Equivalents).

(a)Elections as to Time. A Participant shall elect to receive a distribution of his Annual Incentive Amounts to be deferred for a Plan Year (and all earnings and losses (based on the Investment Rate) attributable thereto, including in respect of Dividend Equivalents) (i) on an In-Service Distribution Date, (ii) on a Separation from Service Distribution Date or (iii) a portion on an In-Service Distribution Date and a portion on a Separation from Service Distribution Date; provided, however, that a Participant’s In-Service Distribution Date may be no earlier than the year following the year in which the deferral of Annual Incentive Amounts is made.

(b)Elections as to Form. A Participant shall elect the form of the distribution of his Annual Incentive Amounts upon his Separation from Service Distribution Date, and a separate form of distribution of any amounts elected to be received on an In-Service Distribution Date. Payment will be made in a lump sum unless the Participant elects to receive payment in in substantially equal annual installments up to 15 years, as elected. A Participant’s election to receive payment in annual installments on a Separation from Service is subject to the terms of Section 6.2(a)(2).

(c)Application of Election. An election as to time and form of payment made with respect to a given Plan Year shall apply only to the Annual Incentive Amounts deferred for such Plan Year.

(d)No Changes Permitted. Except as permitted by Section 3.2(e) below, elections as to time and form of payment shall become irrevocable as of the date set forth in Section 3.1(c).

(e)Subsequent Changes in Time and Form of Payment. For each Plan Year account, a Participant may separately elect to modify his Separation from Service Distribution Date payment election or his In-Service Distribution Date payment election. provided such subsequent deferral election meets all of the following requirements and the election rules set forth in Section 3.2(f):

(i)the subsequent deferral election is irrevocable when submitted to the Committee and takes effect 12 months after the date submitted;

(ii)the election must be made at least 12 months prior to the date the payment is scheduled to be made, or for installment payments, at least 12 months prior to the date the first of such installments is scheduled to be made; and

(iii)the subsequent deferral election must delay the Separation from Service Distribution Date or In-Service Distribution Date, as is applicable, for at least five years after the distribution date in effect prior to modification . For installment payments, the delay is measured from the date the first payment was scheduled to be made.

(f)Election Rules.

(i)Initial elections and subsequent elections, if any, must be made in writing, which may include any electronic medium such as a website enrollment, email enrollment or such other form approved by the Plan Administrator, provided that there is sufficient record of when such election is made.

(ii)A Participant may make only one subsequent deferral election with respect to each of his Separation from Service Distribution Date election or his In-Service Distribution Date election for a specific Plan Year.

(iii) A Participant’s modification of his Separation from Service Distribution Date election or form of payment is independent from and does not affect the amount payable or the form of payment for any In-Service Distribution Date election in effect for such Plan Year. Similarly, a Participant’s subsequent election to change his In-Service Payment Date or form of payment is independent from and does not affect the amount payable or the form of payment for his Separation from Service Distribution Date election in effect for such Plan Year.

3.3Elections as to Deemed Investment Choices.

(a)Prior to the date on which the actual deferral of an Annual Incentive Amount in respect of Plan Year is made by the Company, a Participant shall make an election regarding how such Annual Incentive Amount shall be deemed to be invested for purposes of determining the amount of earnings or losses to be credited to the Participant’s Accounts. If no such election is made in respect of Annual Incentive Amounts deferred in any Plan Year, then (i) the Participant shall be deemed to have made the same election made by such Participant in respect of the most recent Plan Year in which there was a deferral of Annual Incentive Amounts, and (ii) if no election contemplated by clause (i) has been made, the deferred Annual Incentive Amounts shall be deemed invested in the most risk-free type of Fund, as determined by the Committee in its sole and absolute discretion.

(b)Dividend Equivalents shall be deemed to be invested in the Fund specified for such purpose by the Committee from time to time and communicated to the Participant, and if no such communication is made, in the most risk-free type of Fund, as determined by the Committee in its sole and absolute discretion.

(c)The Committee shall select from time to time, in its sole and absolute discretion, investments of various types that shall be communicated to the Participant. The Investment Rate applicable to each Fund shall be used to determine the amount of earnings or losses to be credited to Participant’s Bonus Deferral Subaccount and Company Matching Contribution Subaccount (and the portion of the Company Stock Unit Subaccount attributable solely to Dividend Equivalents). Deemed investment choices shall not be changed unless the Committee promulgates a rule of general application permitting such changes.

ARTICLE IVDEFERRAL ACCOUNTS

4.1Bonus Deferral Subaccount. The Company or Plan Administrator shall establish and maintain a Bonus Deferral Subaccount for each Participant under the Plan. Each Participant’s Bonus Deferral Subaccount shall be further divided into separate subaccounts (“investment fund subaccounts”), each of which corresponds to a Fund elected by the Participant. A Participant’s Bonus Deferral Subaccount shall be credited as follows:

(a)on the day the amounts are withheld and/or deferred from a Participant’s Annual Incentive Amounts, with an amount equal to the Annual Incentive Amounts deferred by the Participant; and

(b)on a daily basis, each investment fund subaccount of a Participant’s Bonus Deferral Subaccount shall be credited with earnings or losses based on the applicable Investment Rate.

4.2No Company Matching Contributions. Unless otherwise provided by the Committee, no Company Matching Contributions shall be made with respect to Annual Incentive Amounts earned and deferred by a Participant with respect to any Plan Year commencing after June 30, 2014. For the sake of clarity, any amounts in a Participant’s Company Matching Contribution Subaccount relate to former matching contributions received in respect of such Participant’s previous participation in the ADP Plan.

4.3Company Matching Contribution Subaccount. The Company or Plan Administrator shall establish and maintain a Company Matching Contribution Subaccount for each Participant who receives a Company Matching Contribution under the Plan (and for each Participant who had a prior Company Matching Contribution Subaccount in respect of such Participant’s previous participation in the ADP Plan). A Participant’s Company Matching Contribution Subaccount shall be further divided into separate investment fund subaccounts, each of which corresponds to a Fund elected by the Participant. A Participant’s Company Matching Contribution Subaccount shall be credited as follows:

(a)on the day such amount is deemed contributed, with an amount equal to the Company Matching Contribution Amount, if any; and

(b)on a daily basis, each investment fund subaccount of a Participant’s Company Matching Contribution Subaccount shall be credited with earnings or losses based on the applicable Investment Rate.

4.4Company Stock Unit Subaccount. The Company or Plan Administrator shall establish and maintain a Company Stock Unit Subaccount for each Participant who previously elected to defer receipt of a PBRS Award. A Participant’s Company Stock Unit Subaccount shall be credited as follows:

(a)on the day shares of Company Common Stock would otherwise be issued to the Participant under the PBRS Program, with a number of Company stock units equal to the number of shares of Company Common Stock earned by the Participant under the PBRS Program; and

(b)on the day dividends are paid to stockholders of the Company in respect of shares of Company Common Stock, an amount equal to the Dividend Equivalents; and

(c)on a daily basis, the investment fund subaccount of a Participant’s Company Stock Unit Subaccount shall be credited with earnings or losses on the Dividend Equivalents based on the applicable Investment Rate.

In the case of a Participant who had a Company Stock Unit Subaccount under the ADP Plan immediately prior to the Effective Date, such Participant’s corresponding Company Stock Unit Subaccount under this Plan shall be initially credited with (x) the cash balance in such ADP Plan Company Stock Unit Subaccount as of the Effective Date and (y) a number of Company stock units equal to the number of stock units credited in such ADP Plan Company Stock Unit Subaccount multiplied by the Dealer Equity Conversion Ratio (as defined in the Employee Matters Agreement).

ARTICLE VVESTING

5.1Vesting. A Participant shall be 100% vested at all times in his or her Bonus Deferral Subaccount. A Participant shall vest in his or her Company Matching Contribution Account at the time such Participant either (i) attains 65 years of age, or (ii) attains ten (10) years of Continuous Service credited with the Company and its subsidiaries. The Committee in its sole discretion may credit a Participant with additional periods of service solely for purposes of vesting in his or her Company Matching Contribution Account. A Participant shall vest in his or her Company Stock Unit Subaccount with respect to the Company stock units therein attributable to a PBRS Award on the date on which such PBRS Award would otherwise have vested had the Participant not elected to defer receipt of the Company Common Stock issuable pursuant to such PBRS Award. A Participant shall be 100% vested at all times in the portion of his or her Company Stock Unit Subaccount attributable to Dividend Equivalents (and earnings and losses attributable thereto), notwithstanding that the underlying Company stock units in respect of which such Dividend Equivalents are credited may not yet have vested

5.2Vesting Upon Death or Disability. Upon death or the Disability of a Participant, the Participant shall be 100% vested in his or her Company Matching Contribution Subaccount.

ARTICLE VIDISTRIBUTIONS

Distributions from the Plan shall be made only in accordance with this Article VI. All distributions shall be in cash, except as otherwise may occur pursuant to Section 6.3, or as provided in Section 6.5, in either case, in respect of PBRS Awards.

6.1Distribution of Accounts While Employed.

(a)Scheduled Distributions.

(1)In respect of all Distributable Amounts payable in a lump sum on an In-Service Distribution Date, the value thereof shall be determined as of such In-Service Distribution Date, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter. In respect of all Distributable Amounts payable in installments on an In-Service Distribution Date, all installments shall be valued as of the ninth day of the month of September in each applicable year, and the distribution thereof shall be made as soon as administratively practicable (and in no event later than 90 days) thereafter. Upon the death of a Participant, any Distributable Amounts of the Participant then in pay status pursuant to this Section 6.1(a)(1) shall thereafter be payable in accordance with Section 6.2(b).

(2)In the event a Participant has a Separation from Service prior to such Participant’s In-Service Distribution Date, the In-Service Distribution Date election will not apply and the provisions of Section 6.2 shall instead apply to the Participant’s entire Plan Year account. For the avoidance of doubt, if a Participant has elected an In-Service Distribution Date with respect to Distributable Amounts under the Plan and such Participant has a Separation from Service (other than on account of death) following such In-Service Distribution Date, the provisions of this Section 6.1(a) shall govern the payment of such amounts, and the provisions of Section 6.2(a) shall not apply.

(b)Except as provided in Section 6.3, no unscheduled in-service distributions are permitted.

6.2Distribution of Accounts after Separation from Service, Death or Disability. If a Participant has a Separation from Service dies or experiences a Disability, the provisions of this Section 6.2 shall apply to the distribution of the Participant’s Accounts.

(a)Separation from Service.

(1)Age 55 with Ten Years of Continuous Service, or Age 65. At the time of the Participant’s Separation from Service, if the Participant has either (i) attained age 55 and has completed ten years of Continuous Service, or (ii) attained age 65, then the Participant’s Account, (excluding the portion of his Account that has commenced payment under Section 6.1)shall be distributed in accordance with the Participant’s elections in effect for each Plan Year.

(A)Lump Sum. For Distributable Amounts for which the Participant has elected (or is deemed to have elected) a lump sum, the value thereof shall be determined as of the Participant’s Separation from Service Distribution Date, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter. If (i) a Participant has made an irrevocable election to defer his Annual Incentive Amounts, (ii) such Annual Incentive Amounts are deferred after the Participant’s Account has been distributed, and (iii) the Participant had elected to receive a lump sum distribution, then the additional Account balance shall be valued and distributed on the ninth day of the month immediately following the date the Annual Incentive Amounts are deferred.

(B)Installment Payments. For Distributable Amounts for which the Participant has elected installments, (i) the first installment shall be valued as of the Participant’s Separation from Service Distribution Date, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter, and (ii) each subsequent installment shall be valued as of the ninth day of September of each of the following calendar years, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter. For the avoidance of doubt, under no circumstances shall two installments be paid in a single calendar year. If (x) a Participant has made an irrevocable election to defer his Annual Incentive, (y) such Annual Incentive is deferred after the Participant’s Account has started to be distributed, and (z) the Participant had elected to receive installment payments, the additional deferral shall be added to the Participant’s balance in his Bonus Deferral Subaccount and shall be distributed in accordance with the installment election.

(2)All other Separations from Service. If, at the time of the Participant’s Separation from Service, a Participant has neither (i) attained age 55 and has completed ten years of Continuous Service nor (ii) attained age 65, then the Participant’s entire Account balance (including any portion thereof that has commenced payment under Section 6.1) shall be distributed in a single lump sum. In any such case, the Distributable Amounts shall be valued as of the Participant’s Separation from Service Distribution Date, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter.

(b)Death. In the case of the death of a Participant, either while employed by the Company or after termination of employment and prior to distribution of the Participant’s entire Account balance, the Participant’s Account balance (including on account of an In-Service Distribution Date) shall be distributed to the Participant’s Beneficiary as soon as administratively possible and in no event later than 90 days following the death of the Participant. The value of the Participant’s Account shall be determined as of the date on which the Participant dies.

(c)Disability. In the case of the Disability of a Participant prior to the commencement of distribution of the Participant’s Account balance, the Participant’s Account balance shall be distributed to the Participant in a lump sumas soon as administratively possible (and in no event later than 90 days) after it has been determined by the Committee that the Participant suffers from a Disability. The value of the Participant’s Account shall be determined as of the date on which it has been determined by the Committee that the Participant suffers from a Disability.

6.3Unforeseeable Emergency. A Participant shall be permitted to elect a distribution from his Bonus Deferral Subaccount, vested Company Matching Contribution Subaccount and/or vested Company Stock Unit Subaccount, if any, prior to the date the Accounts were otherwise to be distributed in the event of an Unforeseeable Emergency, subject to the following restrictions:

(a)the election to take a distribution due to an Unforeseeable Emergency shall be made by requesting such a distribution in writing to the Committee, including the amount requested and a description of the need for the distribution;

(b)the Committee shall make a determination, in its sole discretion, that the requested distribution is on account of an Unforeseeable Emergency; and

(c)the Unforeseeable Emergency cannot be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

The amount determined by the Committee as distributable due to an Unforeseeable Emergency shall be paid within 30 days after the request for the distribution is approved by the Committee. The value of the Participant’s Account shall be determined as of the date on which the distribution request was made.

6.4Valuation Date. In the event that any valuation date contemplated by Section 6.1 or Section 6.2 is not a business day, then the valuation date shall be the immediately preceding business day.

6.5PBRS Awards. All distributions from the Company Stock Unit Subaccount attributable to deferrals of PBRS Awards (but not Dividend Equivalents or earnings and losses attributable to such Dividend Equivalents) shall be made in the form of one share of Company Common Stock for each Company stock unit therein. All shares of Company Common Stock ultimately distributed in respect of Company stock units under the Company Stock Unit Subaccount will be issued under the 2014 Omnibus Award Plan (or any successor plan).

ARTICLE VIIADMINISTRATION

7.1Committee. A Committee shall be appointed by, and serve at the pleasure of, the Compensation Committee. The number of members comprising the Committee shall be determined by the Compensation Committee, which may from time to time vary the number of members. A member of the Committee may resign by delivering a written notice of resignation to the Compensation Committee. The Compensation Committee or the Board may remove any member, with or without cause, by delivering a copy of its resolution of removal to such member.

7.2Committee Action. The Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by a majority of members of the Committee and such written consent is filed with the minutes of the proceedings of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. Any member of the Committee may execute any certificate or other written direction on behalf of the Committee.

7.3Powers of the Committee. The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not limited to, the following:

(a)    to select the Funds;

(b)    to construe and interpret the terms and provisions of this Plan;

(c)    to compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

(d)    to maintain all records that may be necessary for the administration of the Plan;

(e)    to provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

(f)    to make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

(g)    to appoint a Plan Administrator, or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe; and

(h)    to take all actions necessary for the administration of the Plan.

7.4Construction and Interpretation. The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary.

7.5Compensation, Expenses and Indemnity.

(a)The members of the Committee shall serve without compensation for their services hereunder.

(b)The Committee is authorized at the expense of the Company to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company.

ARTICLE VIIICLAIMS PROCEDURES

8.1Initial Claim. A Participant or Beneficiary (hereinafter referred to as Claimant) who believes that a benefit is due under the Plan may file a written claim with the Committee.

8.2Claim Decision. The Committee shall provide written notice of its decision to the Claimant within 90 days after the initial claim was filed. If more than 90 days are necessary for the Committee to deliver a reply, the Committee will notify the Claimant in writing during the initial 90 day period indicating the special circumstances requiring the extension and the date by which the Committee expects to reply to the claim.

If a claim for benefits is denied in whole or in part, the written notice shall include the following:

(a)specific reason for the denial;

(b)specific references to pertinent Plan provisions on which the denial is based;

(c)if applicable, a description of any additional material or information necessary for the Claimant to provide in order to perfect the claim and an explanation as to why such material or such information is necessary; and

(d)steps for Claimant to submit his or her clam for further review.

8.3Appeal Process. Any Claimant whose claim has been denied in whole or in part may request a review of the decision by the Committee within 60 days of receiving the written notice of the denial of benefits. In connection with any such review, the Claimant or the Claimant’s duly authorized representative shall be provided, upon request, reasonable access to pertinent documents used by the Committee to deny the claim. The Committee or its delegate shall provide written notice of its decision upon review to the Claimant within 60 days after the request for review was filed, unless special circumstances require an extension in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If more than 60 days are necessary for the Committee to deliver a reply, the Committee will notify the Claimant in writing during the initial 60 day period. The decision shall include specific reasons and references to the provisions of the Plan on which the decision is based. The notice shall state that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. The notice shall describe any voluntary appeal procedures offered by the Plan and the appellant’s right to obtain the information about such procedures. The notice shall also include a statement of the Claimant’s right to bring an action under section 502(a) of ERISA.

8.4Exhaustion of Remedies. No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant has exhausted the remedies under the Plan’s claims procedures by submitting a written claim for benefits in accordance with Section 8.1, receiving notification that the claim is denied in accordance with Section 8.2, filing a written request for a review of the claim in accordance with Section 8.3, and receiving written notification that the Committee has affirmed the final denial of the appeal in accordance with Section 8.3. Notwithstanding the foregoing, no legal or equitable action shall be brought by a Claimant unless such action is brought within one year of the date the Claimant filed the claim or, if later, the date the Claimant receives the Committee’s denial of the Claimant’s appeal.

ARTICLE IXMISCELLANEOUS

9.1Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title I of ERISA.

9.2Restriction Against Assignment. The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant’s Accounts shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant’s Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. Notwithstanding anything in the Plan to the contrary, a Participant shall be permitted to instruct the Committee (which instruction shall be effective unless the Committee disapproves the instruction) that all or a portion of his or her Accounts be assigned and conveyed to another person or entity pursuant to a domestic relations order (as defined in Section 414(p)(1)(B) of the Code), and payments pursuant to any such Accounts (or portion thereof) that have been so assigned and conveyed may be paid to such other person or entity in accordance therewith (and to the extent permitted under Section 409A of the Code).

9.3Withholding. There shall be deducted from each payment made under the Plan or any other compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the Company in respect to such payment or this Plan. The Company shall have the right to reduce any payment (or compensation), or the amount credited to a Participant’s Account, by the amount of cash (or equivalent value of Company stock units, as applicable, as determined by the Committee) sufficient to provide the amount of said taxes.

9.4Amendment, Modification, Suspension or Termination. The Compensation Committee may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts. The Committee may also amend the Plan, provided that the Committee may only adopt amendments that (i) do not have a negative material financial impact on the Company; or (ii) are required by tax or legal statutes, regulations or pronouncements.

9.5Governing Law. Except to extent preempted by Federal law, this Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

9.6Receipt or Release. Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

9.7Limitation of Rights and Employment Relationship. Neither the establishment of the Plan nor any modification thereof, nor the creating of any fund or account, nor the payment of any benefits shall be construed as giving to any Participant, or Beneficiary or other person any legal or equitable right against the Company except as provided in the Plan; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan.

9.8Headings. Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

9.9Section 409A. All provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code (“Section 409A”). If the Committee determines that any amounts payable hereunder may be taxable to a Participant under Section 409A, the Company may (i) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and/or (ii) take such other actions as the Committee determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A; provided, that the Company shall have no liability to a Participant or Beneficiary with respect to the tax imposed by Section 409A.

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IN WITNESS WHEREOF, the Company has duly executed this Plan document, effective as of November 6, 2018, this 6^th day of November, 2018.

CDK Global, Inc.

By: /s/ Lisa Chung

Title: Vice President, Total Rewards

Date: November 6, 2018

[Signature Page to Deferred Compensation Plan]

EX-10.8

Exhibit 10.8

CDK Global, Inc.Retirement and Savings Restoration Plan (RSRP)

(Effective November 6, 2018)

Contents

Article 1. General Information    1

1.1 Purpose of the Plan 1

1.2 Legal Status 1

1.3 Effective Date 1

Article 2. Definitions    1

2.1 Definitions 1

2.2 Construction 5

Article 3. Participation    5

3.1 Eligibility 5

Article 4. Contributions    5

4.1 Contribution Amount 5

4.2 Contribution Timing 7

Article 5. Accounts    7

5.1 Establishment of Accounts 7

5.2 Earnings 7

Article 6. Vesting    7

6.1 Vesting 7

6.2 Forfeitures 8

Article 7. Distributions    8

7.1 Elections 8

7.2 Change to Form of Payment 9

7.3 Separation From Service 9

7.4 Death 9

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Article 8. Administration    10

8.1 Committee 10

8.2 Committee Action 10

8.3 Powers of the Committee 10

8.4 Construction and Interpretation 11

8.5 Compensation and Expenses 11

Article 9. Amendment    11

9.1 Amendment to the Plan 11

9.2 Continuation of the Plan 11

Article 10. Claims Procedure    11

10.1 Initial Claim 11

10.2 Claim Decision 11

10.3 Appeal Process 11

Article 11. Miscellaneous Provisions    12

11.1 Unsecured General Creditor 12

11.2 No Employment Rights 13

11.3 Tax Withholding 13

11.4 Non-alienation of Benefits 13

11.5 Severability 13

11.6 Section 409A 13

11.7 Controlling Law 14

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Article 1. General Information

1.1 Purpose of the Plan

CDK Global, Inc. (the “Company”) establishes this CDK Global, Inc. Retirement and Savings Restoration Plan (the “Plan”) to attract and retain key letter-grade executive employees by restoring Qualified Plan retirement benefits that are unable to be provided due to Code limits on compensation and benefit amounts payable under tax-qualified retirement plans.

1.2 Legal Status

(a) The Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management and highly compensated employees.

(b) The Plan is intended to meet the exemptions provided in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA as well as the requirements of Department of Labor Regulation Section 2520.104-23. The Plan shall be administered and interpreted so as to meet the requirements of these exemptions and the regulation.

(c) The Plan is subject to the provisions of Code Section 409A. The Plan shall be administered and interpreted so as to meet the requirements of Code Section 409A.

1.3 Effective Date

This Amended and Restated Plan is effective as of November 6, 2018.

Article 2. Definitions

2.1 Definitions

Whenever used in the Plan, the following terms have the meanings set forth below unless otherwise expressly provided. References to specific Code provisions include any final regulations, Revenue Rulings, and guidance of general applicability thereunder.

(a) “Account” means the recordkeeping account maintained by the Company on behalf of a Participant that reflects the amount credited to the Participant under the terms of the Plan, including all Company Contributions and any earnings, gains or losses credited with respect to such amounts.

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(b) “Beneficiary” means the individual, trust, or estate designated by a Participant to receive Plan benefits in the event of the Participant’s death.

(c) “Benefits Committee” means the CDK Global, Inc. Benefits Committee established by the Compensation Committee.

(d) “Board of Directors” means the Board of Directors of the Company.

(e) “Cause” means, (i) the Company or an affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement between the Participant and the Company or an affiliate in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), (A) the good faith determination by the Committee that the Participant has ceased to perform his or her duties to the Company or an affiliate (other than as a result of his or her incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his or her duties to such party, provided that no such failure shall constitute Cause unless the Participant has been given notice of such failure and (if cure is reasonably possible) has not cured such act or omission within 15 days following receipt of such notice, (B) the Committee’s good faith determination that the Participant has engaged or is about to engage in conduct injurious to the Company or an affiliate, (C) the Participant having been convicted of, or plead guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty, or (D) the consistent failure of the Participant to follow the lawful instructions of the Board of Directors or his or her direct superiors, which failure amounts to an intentional and extended neglect of his or her duties to the Company or an affiliate thereof. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.

(f) “Code” means the Internal Revenue Code of 1986, as amended, or any other provision of law of similar purpose as may at any time be substituted therefore.

(g) “Committee” means a committee as the Compensation Committee may appoint to administer the Plan or, if no such committee has been appointed by the Compensation Committee, then it shall be the Compensation Committee. As of the effective date of this Plan, the Committee shall be the Benefits Committee.

(h) “Company” means CDK Global, Inc.

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(i) “Company Contributions” means contributions allocated to a Participant’s Account pursuant to Article 4.

(j) “Compensation” means ‘Compensation’ as defined from time to time in the Qualified Plan.

(k) “Compensation Committee” shall mean the Compensation Committee of the Board.

(l) “Continuous Service” means an Employee’s uninterrupted period of common law, full-time employment with the Company or any parent, subsidiary, or affiliate of the Company (which shall also include, for Employees who are Participants as of the Effective Date, any such uninterrupted period (through the Effective Date) of common law, full-time employment with Automatic Data Processing, Inc. or any subsidiary or affiliate thereof).

(m) “Disability” means that an individual is determined to be totally disabled by the Social Security Administration.

(n) “Distribution Election” means the election made by a Participant, as described in Article 7.1 as to the payment form for such Participant’s balance under the Plan.

(o) “Employee” means anyindividual employed on a full-time basis by the Company, or any parent, subsidiary, or affiliate of the Company.

(p) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any other provision of law of similar purpose as may at any time be substituted therefor.

(q) “Investment Fund” means a fund selected by the Committee as described in Article 5.2 to determine earnings on Company Contributions.

(r) “Participant” means any Employee who has begun participating in the Plan in accordance with the requirements of Article 3.1 and who continues to be entitled to accrue additional benefits under the Plan, or a former Employee who is no longer entitled to accrue additional benefits but who is still entitled to receive benefit payments under the Plan.

(s) “Plan” means the CDK Global, Inc. Retirement and Savings Restoration Plan, as set forth in this document and as hereafter amended from time to time.

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(t) “Plan Administrator” means, if applicable, any recordkeeper appointed by the Committee to perform administrative and other functions associated with the Plan..

(u) “Plan Year” means the calendar year beginning January 1 and ending December 31.

(v) “Qualified Plan” means the CDK Global, Inc. 401(k) Plan (as amended from time to time) (and, solely with respect to and as provided in Article 4.1 with respect to the determination of the Company Contribution for the Plan Year in which the Effective Date occurs, the Automatic Data Processing, Inc. Retirement and Savings Plan (as amended from time to time)).

(w) “Retirement” means the date the Participant attains age sixty-five (65).

(x) “Separation From Service” means when the Participant ceases to be employed by the Company and all entities considered a single employer with the Company under Code Sections 414(b) and (c) as a result of death, retirement, or other termination of employment. For this purpose, an 80% or greater threshold will be used in determining a controlled group of corporations within the meaning of Code Section 414(b) and the trades and businesses that are under common control within the meaning of Code Section 414(c).

Whether a Separation from Service occurs will be determined in accordance with the rules under Code Section 409A. In general, a Participant’s employment will be deemed terminated on the date as of which, in the Company’s and Participant’s reasonable expectation, the Participant’s level of bona fide services for the Company decreases to 20% or less of his or her average level of bona fide services over the immediately-preceding 36-month period (or the full period of services if the Participant has been providing services to the Company for fewer than 36 months) and a Participant’s employment will be deemed not to have terminated as long as the Participant’s level of bona fide services exceeds the 20% threshold.

A Participant’s employment will be treated as continuing while he or she is on military leave, sick leave, disability leave, or other bona fide leave of absence if the period of the leave does not exceed six months or, if longer, for as long as the Participant has a statutory or contractual right to reemployment with the Company. If the period of leave exceeds six months, and the Participant does not have a statutory or contractual right to reemployment, the Participant’s

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employment will be deemed to terminate on the first day immediately following the six-month period.

2.2 Construction

Terms capitalized in the Plan shall have the meaning set forth in Article 2.1 above or as specified elsewhere in the Plan. Except where otherwise indicated by the context, any masculine or feminine terminology shall also include the opposite gender, and the definition of any term in the singular or plural shall also include the opposite number. The headings of this Plan are inserted for convenience of reference only, and they are not to be used in the construction of the Plan.

Article 3. Participation

3.1 Eligibility

With respect to a given Plan Year, Employees who reach an executive letter grade position (including those in such a position on the Effective Date) will be eligible to participate in the Plan.

Notwithstanding the foregoing, the Committee (subject to approval by the Compensation Committee) reserves the right in its sole discretion to determine that any Employee is not eligible to participate in the Plan. In addition, the Committee (subject to approval by the Compensation Committee) reserves the right in its sole discretion to, from time to time, modify the above eligibility requirements and make such additional or other requirements for eligibility as the Committee may determine.

An Employee’s participation in the Plan shall commence on the first of the month coincident with or next following such Employee’s becoming eligible for participation in the Plan as set forth above (which, for the avoidance of doubt, shall be the Effective Date for those Employees so eligible on the Effective Date).

Article 4. Contributions

4.1 Contribution Amount

Starting with the later of the Plan Year in which a Participant joins the Plan and the Plan Year in which a Participant first becomes eligible for employer contributions pursuant to the terms of the Qualified Plan, and for each Plan Year thereafter throughout which the Participant remains actively employed by the Company, the Company will credit to the Participant’s Account the amount in (a) below less the amount in (b) below:

(a) The maximum potential employer contributions that could have been made on behalf of such Participant to the Qualified Plan for such Plan Year (excluding

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amounts credited as earnings and/or interest), determined without regard to compensation and/or benefit limits under Sections 401(a)(17) and 415 of the Code, assuming for such purpose that the Participant had elected and made the maximum contributions to such Qualified Plans for such Plan Year.

(b) The maximum potential employer contributions that could have been made on behalf of such Participant to the Qualified Plan for such Plan Year (excluding amounts credited as earnings and/or interest).

For the Plan Year in which a Participant joins the Plan, or if later, the Plan Year in which a Participant first becomes eligible for employer contributions pursuant to the terms of the Qualified Plan: (i) the Participant’s Compensation that is to be taken into account for the purpose of calculating his or her Company Contribution shall be the Compensation payable during the entire Plan Year (including any Compensation earned during any applicable period of Continuous Service with Automatic Data Processing, Inc. or a subsidiary or affiliate thereof); (ii) the employer contributions to the Qualified Plan as defined in (b) above shall be the maximum contributions that could have been made during the entire Plan Year based on the Compensation payable during the entire Plan Year (including any Compensation earned during any applicable period of Continuous Service with Automatic Data Processing, Inc. or a subsidiary or affiliate thereof); and (iii) the Company Contribution for such Plan Year determined in accordance with the foregoing shall then be prorated to reflect the portion of the Plan Year beginning with the date the Employee becomes a Participant in this Plan and ending with the last day of such Plan Year (so that, for example, if an Employee who is eligible for employer contributions pursuant to the terms of the Qualified Plan becomes a Participant on October 1, the proration factor would be 3/12). For the sake of clarity, it is intended that the Company Contribution (in respect of an Employee who is a Participant on the Effective Date) for the Plan Year in which the Effective Date occurs be determined by taking into account the sum of the Compensation of such Employee with respect to his Continuous Service with Automatic Data Processing, Inc. or a subsidiary or affiliate thereof for the portion of such Plan Year prior to the Effective Date plus the Compensation of such Employee with respect to his Continuous Service with the Company or a subsidiary or affiliate thereof for the portion of such Plan Year on and after the Effective Date, and assuming that he had been a Participant in the Qualified Plan for the entire Plan Year (and that the Qualified Plan had been effect retroactively to January 1 of such Plan Year). For the avoidance of doubt, no amounts shall be credited to a Participant’s Account under this Plan in respect of any Plan Year ending before the first date on which such Participant first becomes eligible for employer contributions pursuant to the terms of the Qualified Plan.

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For the Plan Year in which a Participant incurs a Separation From Service, a Participant will not receive a Company Contribution under this Plan.

4.2 Contribution Timing

Company Contributions will be credited to a Participant’s Account as soon as practicable following the end of the applicable Plan Year.

Article 5. Accounts

5.1 Establishment of Accounts

The Committee will establish a bookkeeping account for each Participant to which the Company Contributions described in Article 4 will be credited.An Account shall be maintained for each Participant until full payment of the balance credited to the Account has been made under Article 7.

5.2 Earnings

Unless the Participant directs otherwise pursuant to the terms of this Article 5, his or her Account shall be notionally invested in an Investment Fund selected by the Committee. The Committee may, in its discretion, offer a choice of Investment Funds in which amounts credited to the Account may be notionally invested at the direction of the Participant. This choice grants Participants no real or beneficial interest in any specific fund or property, or the ability to affect the actual investments the Company may or may not make to cover its obligations under the Plan.

There is no obligation on the part of the Company, or anyone else, to segregate or otherwise set aside amounts notionally credited to any Account, and any actual investments intended to cover the obligations hereunder shall be made by the Company at its discretion, and may or may not bear a resemblance to the Participants’ investment choices. The Committee shall also establish a default Investment Fund in which an Account will be notionally invested if the Participant fails to make an investment election. In lieu of offering the Investment Funds, the Committee may notionally credit Accounts with interest, at a rate determined by the Committee. The Investment Funds (and the interest crediting rate, as applicable) may be added to, decreased or changed at any time and for any reason at the sole discretion of the Committee.

Article 6. Vesting

6.1 Vesting

A Participant’s Account (inclusive of all Company Contributions and any income, gains, or losses thereon) will be 100% vested upon the earliest of the following events, provided the Participant is an active Employee on the date of such event:

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(a) three years of Continuous Service with the Company from date of hire

(b) Participant’s death

(c) Participant’s Disability

(d) Participant’s Retirement

6.2 Forfeitures

Notwithstanding Article 6.1, a Participant shall forfeit his or her Account, without regard to whether such amounts are vested or unvested in the event:

(a) The Participant’s employment is terminated for Cause; or.

(b) While employed or within one year after Separation From Service, the Participant violates the non-competition provisions of any agreement he or she has entered into with the Company.

Article 7. Distributions

7.1 Elections

Each Participant shall have the opportunity, at any time during the first 30 days of participation in the Plan, to elect to receive his or her vested Account commencing upon the one-year anniversary of the Participant’s Separation From Service in one of the payment form options specified in this Article 7.1 (Distribution Election). Participants may elect to receive distributions in one of the following forms:

(a) Lump sum

(b) 5, 10, or 15 annual installments with each installment equal to the Participant’s vested Account balance (as of the date of determination set forth in Article 7.3) divided by the number of remaining installments.

Notwithstanding any election under clause (b) above or Article 7.2 below, if a Participant Separates From Service with a vested Account balance of less than $50,000 or Separates From Service prior to age 55, the Participant will receive the entire vested balance in a single lump sum as soon as practicable after the one-year anniversary of the Participant’s Separation from Service, but no later than 90 days after such date.

If a Participant fails to make an election during the first 30 days of participation, he or she will be treated as if he or she elected a lump sum form of payment.

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7.2 Change to Form of Payment

An active Participant who has not previously Separated From Service may make a one-time election to change the form of payment if both of the following conditions are met:

(a) The election is made at least 12 months prior to the date on which payments under the original Distribution Election were scheduled to begin.

(b) The election delays the payment for at least 5 years from the date on which payments under the original Distribution Election were scheduled to begin.

7.3 Separation From Service

For a Participant who Separates From Service for a reason other than death, the Participant’s vested Account will be distributed in accordance with the form of payment elected by the Participant pursuant to Article 7.1, or if applicable, Article 7.2.

(a) If the Participant has elected (or is deemed to have elected) a lump sum, the value thereof shall be determined as of the one-year anniversary of the Participant’s Separation from Service or, if applicable, as of the payment commencement date elected by the Participant pursuant to Article 7.2, and the distribution thereof shall be made, or commence, as applicable, as soon as administratively possible (and in no event later than 90 days) thereafter.

(b) If the Participant has elected installments, (i) the first installment shall be valued as of the one-year anniversary of the Participant’s Separation from Service or, if applicable, as of the payment commencement date elected by the Participant pursuant to Article 7.2 (the “First Installment Date”), and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter, and (ii) each subsequent installment shall be valued as of the each subsequent anniversary of the First Installment Date, and each distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter. For the avoidance of doubt, under no circumstances shall two installments be paid in a single calendar year.

7.4 Death

If a Participant terminates employment due to death, the value of the Participant’s Account as of the date of death shall be distributed to the Participant’s Beneficiary in a

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lump sum as soon as practicable following the Participant’s death, but no later than 90 days following the Participant’s death.

If a Participant dies following Separation From Service, but before having received all payments under the Plan, the remaining payments (valued as of the date of death) shall be paid in a single lump sum to the Beneficiary as soon as practicable but no later than 90 days after death.

Article 8. Administration

8.1 Committee

A Committee shall be appointed by, and serve at the pleasure of, the Compensation Committee. The number of members comprising the Committee shall be determined by the Compensation Committee, which may from time to time vary the number of members. A member of the Committee may resign by delivering a written notice of resignation to the Compensation Committee. The Compensation Committee or the Board of Directors may remove any member, with or without cause, by delivering a copy of its resolution of removal to such member.

8.2 Committee Action

The Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by a majority of members of the Committee and such written consent is filed with the minutes of the proceedings of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. Any member of the Committee may execute any certificate or other written direction on behalf of the Committee.

8.3 Powers of the Committee

The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not limited to, the following:

(a)    to select the Investment Funds;

(b)    to construe and interpret the terms and provisions of this Plan;

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(c)    to compute and certify to the amount and kind of benefits payable to Participants and their beneficiaries;

(d)    to maintain all records that may be necessary for the administration of the Plan;

(e)    to provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, beneficiaries or governmental agencies as shall be required by law;

(f)    to make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

(g)    to appoint a Plan Administrator, or any other agents, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe; and

(h)    to take all actions necessary for the administration of the Plan.

8.4 Construction and Interpretation

The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary.

8.5Compensation and Expenses

The members of the Committee shall serve without compensation for their services hereunder. The Committee is authorized at the expense of the Company to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company.

Article 9. Amendment

9.1 Amendment to the Plan

The Committee (subject to approval by the Compensation Committee) reserves the right in its sole discretion at any time and for any reason to amend the Plan in any manner that it deems fit, provided that no amendment shall operate to reduce the balance of any Participant’s Account as of the later of the adoption date or effective date of the amendment.

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9.2 Continuation of the Plan

The Company intends to maintain the Plan indefinitely, but the Company reserves the right in its sole discretion at any time and for any reason to discontinue the Plan either in whole or in part.

Article 10. Claims Procedure

10.1 Initial Claim

A Participant or Beneficiary (hereinafter referred to as Claimant) who believes that a benefit is due under the Plan may file a written claim with the Committee.

10.2 Claim Decision

The Committee shall provide written notice of its decision to the Claimant within 90 days after the initial claim was filed. If more than 90 days are necessary for the Committee to deliver a reply, the Committee will notify the Claimant in writing during the initial 90 day period indicating the special circumstances requiring the extension and the date by which the Committee expects to reply to the claim.

If a claim for benefits is denied in whole or in part, the written notice shall include the following:

(a) specific reason for the denial;

(b) specific references to pertinent Plan provisions on which the denial is based;

(c) if applicable, a description of any additional material or information necessary for the Claimant to provide in order to perfect the claim and an explanation as to why such material or such information is necessary; and

(d) steps for Claimant to submit his or her clam for further review.

10.3 Appeal Process

Any Claimant whose claim has been denied in whole or in part may request a review of the decision by the Committee within 60 days of receiving the written notice of the denial of benefits. In connection with any such review, the Claimant or the Claimant’s duly authorized representative shall be provided, upon request, reasonable access to pertinent documents used by the Committee to deny the claim.

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The Committee or its delegate shall provide written notice of its decision upon review to the Claimant within 60 days after the request for review was filed, unless special circumstances require an extension in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If more than 60 days are necessary for the Committee to deliver a reply, the Committee will notify the Claimant in writing during the initial 60 day period. The decision shall include specific reasons and references to the provisions of the Plan on which the decision is based. The notice shall state that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. The notice shall describe any voluntary appeal procedures offered by the Plan and the appellant’s right to obtain the information about such procedures. The notice shall also include a statement of the Claimant’s right to bring an action under section 502(a) of ERISA.

10.4 Exhaustion of Remedies

No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant has exhausted the remedies under the Plan’s claims procedures by submitting a written claim for benefits in accordance with Section 10.1, receiving notification that the claim is denied in accordance with Section 10.2, filing a written request for a review of the claim in accordance with Section 10.3, and receiving written notification that the Committee has affirmed the final denial of the appeal in accordance with Section 10.3. Notwithstanding the foregoing, no legal or equitable action shall be brought by a Claimant unless such action is brought within one year of the date the Claimant filed the claim or, if later, the date the Claimant receives the Committee’s denial of the Claimant’s appeal.

Article 11. Miscellaneous Provisions

11.1 Unsecured General Creditor

Participants and Beneficiaries shall not have any interest in any property or assets of the Company on account of participation in the Plan, and no other rights against the Company, except as a general unsecured creditor. Any rabbi trust or other arrangement that may (but need not) be established by the Company to facilitate the administration of the Plan shall not change the nature of the obligations of the Company nor the rights of the Participants and Beneficiaries as provided in this Plan.

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11.2 No Employment Rights

The Plan does not constitute a contract of continuing employment or in any manner obligate the Company to continue service of Participant, or obligate a Participant to continue in the service of the Company or limit the Company’s right to discharge any Employee with or without Cause.

11.3 Tax Withholding

The Company shall have the right to withhold any federal, state, local or any other governmental income tax, payroll or employment tax (including FICA obligations for both Social Security and Medicare), excise tax, or any other tax or assessment owed with respect to Company Contributions, and earnings thereon, and any distributions made hereunder.

11.4 Non-alienation of Benefits

The interest of a Participant or Beneficiary in his or her Plan benefits is not subject to the claims of the Participant’s or Beneficiary’s creditors and may not be voluntarily or involuntarily sold, transferred, pledged, alienated, assigned, anticipated, or encumbered. Any attempt by a Participant or Beneficiary to do so will be null and void.Notwithstanding the foregoing, a Participant’s interest in his or her Plan benefits may be transferred by the Participant pursuant to a domestic relations order that constitutes a “qualified domestic relations order” as defined by Section 414(p) of the Code.

11.5 Severability

If a provision of the Plan shall be held illegal or invalid or shall cause detrimental tax treatment to a Participant or Beneficiary, the illegality, invalidity or detriment shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal, invalid, or detrimental provision had not been included in the Plan.

11.6 Section 409A

Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of the Plan shall comply with Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If the Committee determines that any amounts payable hereunder may be taxable to a Participant under Section 409A, the Company may (i) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and/or (ii) take such other actions as the Committee determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed

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on or in respect of such Participant in connection with this Plan or any other plan maintained by the Company (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any subsidiary or affiliate shall have any obligation to indemnify or otherwise hold such Participant or any Beneficiary harmless from any or all such taxes or penalties.

11.7 Controlling Law

To the extent not superseded by the laws of the United States, this Plan shall be governed and construed in accordance with the laws of the State of Delaware, without regard to such state’s choice of law rules.

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IN WITNESS WHEREOF, the Company has duly executed this Plan document, effective as of November 6, 2018, this 6th day of November, 2018.

CDK Global, Inc.

By: /s/ Lisa Chung

Title: Vice President, Total Rewards

Date: November 6, 2018

[Signature Page to Retirement and Savings Restoration Plan]

EX-10.9

Exhibit 10.9

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), entered into on November 5, 2018, is made by and between Brian Krzanich (the “Executive”) and CDK Global, Inc., a Delaware corporation (the “Company”).

RECITALS

A.    It is the desire of the Company to assure itself of the services of the Executive by engaging the Executive to perform services under the terms hereof.

B.    The Executive desires to provide services to the Company on the terms herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

1.Certain Definitions.

(a)“Action” shall have the meaning set forth in Section 10.

(b)“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person, where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended.

(c)“Agreement” shall have the meaning set forth in the preamble hereto.

(d)“Amendment Rights” shall have the meaning set forth in Section 5(b)(iii).

(e)“Annual Base Salary” shall have the meaning set forth in Section 3(a).

(f)“Annual Bonus” shall have the meaning set forth in Section 3(b).

(g)“Board” shall mean the Board of Directors of the Company; provided, that any reference to the Board in respect of compensation-related matters herein shall be deemed to refer to the Compensation Committee of the Board, to the extent consistent with the Company’s practice of making compensation determinations for senior executives.

(h)“Cause” shall mean: (A) the Executive’s substantial and repeated failure to perform duties as reasonably directed by the Board (not as a consequence of Disability) after written notice thereof and failure to cure within ten (10) days; (B) the Executive’s misappropriation or fraud with regard to the Company or its Affiliates or their respective assets; (C) conviction of, or the pleading of guilty or nolo contendere to, a felony, or any other crime involving either fraud or a breach

of the Executive’s duty of loyalty with respect to the Company or any Affiliates thereof, or any of its customers or suppliers that results in material injury to the Company or any of its Affiliates; (D) the Executive’s willful violation of the written policies of the Company or any of its Affiliates, or other willful misconduct in connection with the performance of his duties that in either case results in material injury to the Company or any of its Affiliates, after written notice thereof and failure to cure within ten (10) days; or (E) the Executive’s breach of any material provision of this Agreement, including without limitation the confidentiality and non-disparagement provisions and the non-competition and non-solicitation provisions to which the Executive is subject, including without limitation Sections 6 and 7 hereof. For purpose of the preceding sentence, no act or failure to act by the Executive shall be considered “willful” unless done or omitted to be done by the Executive in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or based upon the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

(i)“CIC Plan” shall have the meaning set forth in Section 5(d).

(j)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(k)“Co-Invest PVSOs” shall have the meaning set forth in Section 3(e)(ii).

(l)“Commencement Date” shall have the meaning set forth in Section 2(b).

(m)“Company” shall, except as otherwise provided in Sections 6 and 7, have the meaning set forth in the preamble hereto.

(n)“Date of Termination” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death, or (ii) if the Executive’s employment is terminated pursuant to Section 4(a)(ii)-(vi), the date specified or otherwise effective pursuant to Section 4(b).

(o)“Disability” shall mean the disability of the Executive caused by any physical or mental injury, illness, or incapacity as a result of which the Executive has been unable to effectively perform the essential functions of the Executive’s duties for a continuous period of more than 120 days or for any 180 days (whether or not continuous) within a 365-day period, as determined by the Board in good faith.

(p)“Excise Tax” shall have the meaning set forth in Section 12.

(q)“Executive” shall have the meaning set forth in the preamble hereto.

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(r)“Good Reason” shall mean the occurrence of any of the following events without the Executive’s express written consent: (A) material diminution in the Executive’s position, duties, responsibilities, or authority; or (B) a reduction in the Executive’s Annual Base Salary (other than an across-the-board reduction of not more than ten percent (10%) that applies generally to senior executives of the Company) or Target Bonus as a percentage of Base Salary; or (C) 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; or (D) the Company’s breach of a material provision of this Agreement. A termination for Good Reason shall mean a termination by the Executive effected by written notice given by the Executive to the Company within thirty (30) days after the occurrence of the Good Reason event, unless the Company shall, within fifteen (15) days after receiving such notice, take such action as is necessary to fully remedy such Good Reason event in which case the Good Reason event shall be deemed to have not occurred.

(s)“Notice of Termination” shall have the meaning set forth in Section 4(b).

(t)“Parachute Value” of a Payment shall mean the present value as of the date of the change in ownership or effective control, within the meaning of Section 280G of the Code, of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(u)“Payment” shall have the meaning set forth in Section 12.

(v)“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, or other entity of whatever nature.

(w)“Plan” shall have the meaning set forth in Section 3(e)(i).

(x)“Proprietary Information” shall have the meaning set forth in Section 7(a).

(y)“PSUs” shall have the meaning set forth in Section 3(e)(i)(A).

(z)“Purchased Shares” shall have the meaning set forth in Section 3(e)(ii).

(aa)“PVSOs” shall have the meaning set forth in Section 3(e)(i)(C).

(bb)“Safe Harbor Amount” shall mean 2.99 times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code.

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(cc)“Severance Plan” shall mean the Company’s Corporate Officer Severance Plan, as in effect from time to time.

(dd)“Target Bonus” shall have the meaning set forth in Section 3(b).

(ee)“Term” shall have the meaning set forth in Section 2(b).

2.Employment; Appointment as a Director.

(a)In General. The Company shall employ the Executive, and the Executive shall enter the employ of the Company, for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. In addition, the Board shall appoint the Executive to the Board as set forth in Section 2(d).

(b)Term of Employment. The term of employment under this Agreement shall be for the period beginning immediately following the filing of the Company’s quarterly report on Form 10-Q on November 7, 2018 (the “Commencement Date”), and ending on the third (3^rd) anniversary thereof (the “Term”), unless earlier terminated as provided in Section 4. To the extent that the Executive’s employment with the Company continues beyond the expiration of the Term, the Executive shall be considered an “at-will” employee and shall not be entitled to any additional payments or benefits (including severance benefits upon any subsequent termination of employment for any reason whatsoever) under this Agreement. The parties hereby agree that their respective rights and obligations under Sections 6 through 25 (and to the extent necessary to the operation of such Sections, Section 1) shall survive the expiration of the Term for any reason.

(c)Position and Duties.

(i)During the Term, the Executive shall serve as the Company’s President and Chief Executive Officer. The Executive shall have such responsibilities, duties, and authority customary for such positions, as applicable, and such duties, responsibilities, and authority may include services for (including services as a director of) one or more subsidiaries of the Company. The Executive shall report to the Board. The Executive agrees to observe and comply with all applicable Company rules and policies as adopted from time to time by the Company, including without limitation any stock ownership guidelines, claw-back policies, policies relating to the hedging or pledging of Company stock owned by the Executive or his immediate family members, and insider trading policies. The Executive shall devote his full business time, skill, attention, and best efforts to the performance of his duties hereunder; provided, however, that the Executive shall be entitled to (A) serve on civic, charitable, and religious boards, (B) serve on the board of one publicly traded company, subject to the prior approval of the Board, and (C) manage the Executive’s personal and family investments, in each case, to the extent that such activities do not materially interfere with the performance of the

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Executive’s duties and responsibilities hereunder, are not in conflict with the business interests of the Company or its Affiliates, and do not otherwise compete with the business of the Company or its Affiliates. For the avoidance of doubt, except with respect to the single public company directorship contemplated by clause (B) above, the Executive shall not be entitled to serve on the board of any other publicly traded firms during the Term without the express written consent of the Board.

(ii)The principal place of the Executive’s employment shall be the Company’s corporate headquarters and the Executive acknowledges that he is expected to serve no less than 70% of his business time for the Company at the Company’s headquarters or at such other location(s) to which the Company may reasonably require the Executive to travel for Company business purposes from time to time.

(d)Board Appointment. The Executive will be appointed to the Board effective as of the Commencement Date. During the Term, the Company shall nominate the Executive for re-election as a director of the Company upon the expiration of the Executive’s initial term as a director and upon the expiration of each subsequent term thereafter. The Executive shall not be entitled to any additional compensation for such board service while employed by the Company.

3.Compensation and Related Matters.

(a)Annual Base Salary. During the Term, the Executive shall receive a base salary at an initial rate of one million dollars ($1,000,000) per annum. The Executive’s base salary shall be paid in accordance with the customary payroll practices of the Company and shall be subject to annual review by the Board (the “Annual Base Salary”).

(b)Annual Bonus. With respect to each fiscal year of the Company that ends during the Term, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”), with a target Annual Bonus amount equal to one hundred fifty percent (150%) of the Annual Base Salary for such year (based on the current rate in effect on the last day of such year) (the “Target Bonus”). The Executive’s actual Annual Bonus for a given fiscal year, if any, shall be determined on the basis of the Executive’s and/or the Company’s attainment of objective financial and/or other subjective or objective criteria established by the Board and communicated to the Executive at the beginning of such year. Notwithstanding the foregoing, the Executive’s Annual Bonus for the 2019 fiscal year shall be determined pursuant to the bonus plan and metrics in effect as of the Commencement Date for fiscal 2019, including without limitation the objective financial metrics in effect for other senior executives of the Company, and the Executive’s actual annual bonus for fiscal 2019, if any, shall be prorated to reflect the number of days worked in the year. Each such Annual Bonus shall be payable on such date as is determined by the Board, but in any event within the period required by Section 409A of the Code such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of

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Treasury Regulations (or any successor thereto). Notwithstanding the foregoing, but subject to Section 5(b) below, no Annual Bonus shall be payable with respect to any fiscal year unless the Executive remains continuously employed with the Company on the date of payment.

(c)Benefits. During the Term, the Executive shall be entitled to participate in the employee benefit plans, programs, and arrangements of the Company now (or, to the extent determined by the Board, hereafter) in effect from time to time and applicable to senior executives of the Company, in accordance with their terms, including, without limitation, retirement benefits, medical and welfare benefits, and the use of a leased Company car.

(d)Vacation. During the Term, the Executive shall be entitled to participate in the Company’s vacation policy applicable to senior executives, and shall be entitled to other Company-recognized paid holidays and floating personal days, in each case in accordance with the Company’s policies. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive.

(e)Equity Compensation.

(i)Initial Equity Grant. On, or within five (5) business days following, the first day in an open trading window for executive officers of the Company that follows the Commencement Date, the Executive shall be granted, pursuant to the Company’s 2014 Omnibus Award Plan (the “Plan”):

(A)a target number of performance stock units (“PSUs”), which PSUs shall have an aggregate grant date fair value of eight million seven hundred fifty thousand dollars ($8,750,000), as determined by the Board. The PSUs shall be subject to such other terms as are applicable to the grants of PSUs to other senior executives of the Company during fiscal year 2019 (including without limitation the objective financial metrics in effect for PSUs granted to other senior executives of the Company) as set forth in the applicable grant agreement and in the Plan;

(B)a number of time-vesting stock options, which stock options shall have an aggregate grant date fair value of one million eight hundred seventy-five thousand dollars ($1,875,000), as determined by the Board. The stock options shall have a strike price equal to the closing price of the Company’s common stock on the date of grant, shall have a ten (10) year term, shall vest in three (3) equal annual installments on each of the first three (3) anniversaries of the Commencement Date, and shall be subject to such other terms as set forth in the applicable grant agreement and in the Plan; and

(C)a target number of performance-vesting stock options (“PVSOs”), which PVSOs shall have an aggregate grant date fair value of one million eight hundred seventy-five thousand dollars ($1,875,000), as determined by the Board.

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The PVSOs shall have a strike price equal to the closing price of the Company’s common stock on the date of grant, shall have a ten (10) year term, shall vest on the third (3^rd) anniversary of the Commencement Date if and only if (x) the Executive remains employed with the Company in good standing through such anniversary and (y) the average closing price of the Company’s common stock over any period of twenty (20) consecutive trading days ending prior to such anniversary exceeds the closing price of the Company’s common stock on the date of grant by at least ten percent (10%), and shall be subject to such other terms as set forth in the applicable grant agreement and in the Plan.

(ii)Co-Investment PVSOs. Subject to the Executive’s purchase, on or prior to the last day of the next open trading window for insiders of the Company following the Commencement Date, of a number of shares of Company common stock having an aggregate fair market value on the date of purchase of up to three million dollars ($3,000,000) (the “Purchased Shares”) and his continued employment with the Company in good standing as of the date of grant, the Board shall grant to the Executive pursuant to the Plan additional PVSOs (“Co-Invest PVSOs”) having an aggregate grant date fair value, as determined by the Board, equal to the aggregate purchase date value of the Purchased Shares. The Co-Invest PVSOs so granted shall have a strike price equal to the closing price of the Company’s common stock on the date of grant, shall have a ten (10) year term, shall vest in two equal installments (measured by grant date fair value) on the third (3^rd) and fourth (4^th) anniversaries of the Commencement Date if and only if (x) the Executive remains employed with the Company in good standing through the applicable anniversary and (y)(i) with respect to the installment that is eligible to vest on the third (3^rd) anniversary of the Commencement Date, the average closing price of the Company’s common stock over any period of twenty (20) consecutive trading days ending prior to such anniversary exceeds the closing price of the Company’s common stock on the date of grant by at least fifteen percent (15%), and (ii) with respect to the installment that is eligible to vest on the fourth (4^th) anniversary of the Commencement Date, the average closing price of the Company’s common stock over any period of twenty (20) consecutive trading days ending prior to such anniversary exceeds the closing price of the Company’s common stock on the date of grant by at least twenty percent (20%), and shall be subject to such other terms as set forth in the applicable grant agreement and in the Plan. The Executive agrees not to sell or otherwise dispose of any of the Purchased Shares until the earlier of the fourth (4^th) anniversary of the date of grant of the Co-Invest PVSOs and the date on which such Co-Invest PVSOs are forfeited. The Executive acknowledges further and agrees that in all events any disposition of the Purchased Shares, exercise of the Co-Invest PVSOs, or disposition of shares received upon exercise of the Co-Invest PVSOs shall be subject to the Company’s stock ownership guidelines applicable to senior officers of the Company, as in effect from time to time.

(iii)Equity Compensation in Subsequent Years. The Executive’s target annual equity awards in respect of fiscal year 2020 and thereafter shall have

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a grant date fair value of $12,500,000, as determined by the Board, and shall consist of a mix of equity awards as determined in the sole discretion of the Board in a manner consistent with such determinations for other members of senior management of the Company.

(f)Expenses.

(i)Business Expenses. During the Term, the Company shall reimburse the Executive for all reasonable business travel and other business expenses incurred by him in the performance of his duties to the Company, in accordance with the Company’s expense reimbursement policies and procedures. The Company will reimburse the Executive for his reasonable expenses for air travel between his home in Atherton, California, and the Company’s headquarters during the twelve (12) months following the Commencement Date, up to an aggregate maximum reimbursement of sixty thousand dollars ($60,000). The Executive shall not be entitled to any reimbursement for expenses incurred at any time relating to any personal accommodations that are incurred by the Executive while performing his duties at the Company’s headquarters or to any reimbursement for travel expenses between his home in Atherton, California, and the Company’s headquarters that are incurred following the first (1^st) anniversary of the Commencement Date. Further, to the extent that any expense reimbursements paid to the Executive pursuant to this Agreement are considered taxable compensation income to the Executive, such reimbursements shall be subject to applicable tax withholding, and the Executive shall not be entitled to any “gross-up” or reimbursement in respect of such taxes.

(ii)Legal Expenses. The Company shall reimburse the Executive for reasonable, documented legal fees incurred by the Executive in connection with the negotiation, drafting, and execution of this Agreement (including exhibits), which reimbursement shall not exceed thirty thousand dollars ($30,000).

4.Termination. The Executive’s employment hereunder may be terminated prior to the expiration of the Term by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a)Circumstances.

(i)Death. The Executive’s employment hereunder shall terminate upon his death.

(ii)Disability. If the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment. In that event, the Executive’s employment with the Company shall terminate effective on the later of the thirtieth (30^th) day after receipt of such notice by the Executive and the date specified in such notice, provided that within the thirty (30) day period following receipt of such notice, the Executive shall not have returned to full-time performance of his duties hereunder.

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(iii)Termination with Cause. The Company may terminate the Executive’s employment with Cause.

(iv)Termination without Cause. The Company may terminate the Executive’s employment without Cause.

(v)Resignation with Good Reason. The Executive may resign from his employment with Good Reason.

(vi)Resignation without Good Reason. The Executive may resign from his employment without Good Reason upon not less than ninety (90) days’ advance written notice to the Board.

(b)Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section 4 (other than termination pursuant to Section 4(a)(i)) shall be communicated by a written notice to the other party hereto (i) indicating the specific termination provision in this Agreement relied upon, (ii) except with respect to a termination pursuant to Section 4(a)(iv) or (vi), setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) specifying a Date of Termination as provided herein (a “Notice of Termination”). If the Company delivers a Notice of Termination under Section 4(a)(ii), the Date of Termination shall be at least thirty (30) days following the date of such notice; provided, however, that such notice need not specify a Date of Termination, in which case the Date of Termination shall be determined pursuant to Section 4(a)(ii). If the Company delivers a Notice of Termination under Section 4(a)(iii) or 4(a)(iv), the Date of Termination shall be, in the Company’s sole discretion, the date on which the Executive receives such notice or any subsequent date selected by the Company. If the Executive delivers a Notice of Termination under Section 4(a)(v) or 4(a)(vi), the Date of Termination shall be at least ninety (90) days following the date of such notice; provided, however, that the Company may, in its sole discretion, accelerate the Date of Termination to any date that occurs following the Company’s receipt of such notice, without pay in lieu of notice and without changing the characterization of such termination as voluntary, even if such date is prior to the date specified in such notice. The failure by the Company or the Executive to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Cause or Good Reason shall not waive any right of the Company or the Executive hereunder or preclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company’s or the Executive’s rights hereunder.

(c)Termination of All Positions. Upon termination of the Executive’s employment for any reason, the Executive shall have been deemed to resign, as of the Date of Termination or such other date requested by the Company, from his position on the Board and all committees thereof (and, if applicable, from the board of directors or similar governing bodies (and all committees thereof) of all other

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Affiliates of the Company) and from all other positions and offices that the Executive then holds with the Company and its Affiliates.

5.Company Obligations upon Termination of Employment.

(a)In General. Subject to Section 11(b), upon termination of the Executive’s employment for any reason, the Executive (or the Executive’s estate) shall be entitled to receive (i) any amount of the Executive’s Annual Base Salary earned through the Date of Termination not theretofore paid, (ii) any expenses owed to the Executive under Section 3(f), (iii) any accrued vacation pay owed to the Executive pursuant to Section 3(d), and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(c) (other than severance plans, programs, or arrangements) or under the Company’s equity compensation plans, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits.

(b)Termination without Cause or Resignation with Good Reason.

(i)Subject to Section 11(b), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv), or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a), pay or provide the Executive with the severance benefits that would be paid or provided to the Executive upon such a termination of employment under the Severance Plan as if he were then an Eligible Executive (as defined in the Severance Plan), based on the terms and conditions of the Severance Plan as in effect on the Commencement Date (without regard to any terms or conditions permitting the Company to amend or terminate the Severance Plan); provided, however, that (A) the Severance Pay (as defined in the Severance Plan) shall equal two hundred percent (200%) of the Executive’s then-current Annual Base Salary, and the Severance Period (as defined in the Severance Plan) shall be the twenty-four (24) month period following the Date of Termination, and (B) solely with respect to the Co-Invest PVSOs, the paragraph in the Severance Plan titled “Treatment of Equity Benefits” shall be deemed to provide for prorated vesting eligibility in accordance with such paragraph for the number of days during the applicable performance period elapsed through the Date of Termination (and not through the end of the Severance Period).

(ii)The amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to both the Executive’s compliance with the covenants contained in Sections 6 and 7 and the Executive’s fulfillment of the requirements for the receipt of severance benefits under the Severance Plan, including execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60^th) day following the Date of

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Termination. The form and timing of severance benefits pursuant to this Section 5(b) shall be as specified in the Severance Plan.

(iii)Nothing in this Agreement require the Company to continue the Severance Plan or limit the Company’s ability to amend or terminate the Severance Plan with effect during the Term (as it applies to officers of the Company other than the Executive) or after the Term (as it applies to any officer of the Company, including the Executive) in accordance with the amendment and termination provisions thereof, subject to any limitations on amending or terminating such plan that would apply with respect to the Executive’s rights thereunder if he were an Eligible Executive (collectively, the Company’s “Amendment Rights”).

(iv)If the Executive’s employment with the Company continues beyond the expiration of the Term, the Company agrees to designate the Executive as an Eligible Executive under the Severance Plan with effect as of the first (1^st) day of the Executive’s continued employment with the Company following the expiration of the Term, as such plan is in effect as of such date, subject in all events to the Company’s Amendment Rights.

(c)Survival. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto, which shall have accrued prior to such expiration or termination.

(d)Change in Control. Notwithstanding anything in this Section 5 to the contrary, in the event that any termination of the Executive’s employment entitles him to any severance payments or benefits under the Company’s Amended and Restated Change in Control Severance Plan for Corporate Officers (the “CIC Plan”), the Executive shall not be entitled to any payments or benefits under Section 5(b), and the CIC Plan shall control; provided, that in all events Section 12 of this Agreement shall apply in lieu of Section 1.4 of the CIC Plan.

6.Non-Competition; Non-Solicitation; Non-Hire.

(a)The Executive shall not, at any time during the Executive’s employment with the Company or during the twenty-four (24) month period following the date of his termination of employment for any reason (whether before or after the expiration of the Term):

(i)directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business, or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity

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interest acquired is not more than five percent (5%) of the outstanding interest in such business;

(ii)directly or indirectly solicit, on his own behalf or on behalf of any other Person or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s then-current employees, independent contractors, or directors to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor, or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines, or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or

(iii)directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber, or supplier of the Company to terminate its arrangement with the Company, or otherwise change its relationship with the Company.

(b)In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(c)As used in this Section 6 and Section 7, the term “Company” shall include the Company and each of its subsidiaries and Affiliates, and any and all successors thereto.

7.Nondisclosure of Proprietary Information; Nondisparagement.

(a)Except as required in the faithful performance of the Executive’s duties hereunder or pursuant to Section 7(c), the Executive shall at all times, whether before or after the expiration of the Term, maintain in confidence and shall not, directly or indirectly, use, disseminate, disclose or publish, or use, for his benefit or the benefit of any Person, firm, corporation, or other entity, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees, or

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other terms of employment (“Proprietary Information”), or deliver to any Person, firm, corporation, or other entity any document, record, notebook, computer program, or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use, for his benefit or the benefit of any Person, firm, corporation, or other entity, any Proprietary Information will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them the Proprietary Information identified herein is important and material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b)Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, and financial documents, and any other documents, concerning the Company’s customers, business plans, marketing strategies, products, or processes.

(c)The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process.

(d)The Executive agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, stockholders, or Affiliates, either orally or in writing, at any time; provided, however, that the Executive may (A) confer in confidence with his legal representatives, (B) make truthful statements as required by law or when requested by a governmental, regulatory or similar body or entity, and/or (C) make truthful statements in the course of performing his duties to the Company. The Company shall instruct its directors and officers to not disparage the Executive, either orally or in writing, at any time; provided, however, that the Company shall not be required to instruct its directors and officers to refrain from (X) conferring in confidence with their respect legal representatives, (Y) making truthful statements as required by law or when requested by a governmental, regulatory, or similar body or entity, and/or (Z) making truthful statements in the course of performing duties to the Company.

(e)Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prohibit the Executive from reporting possible violations of federal or state law or regulation to or otherwise cooperating with or providing information requested by any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the

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U.S. Equal Employment Opportunity Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures.

(f)Notwithstanding anything to the contrary contained herein, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of Proprietary Information that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the Company’s Proprietary Information to the Executive’s attorney and use the Proprietary Information in the court proceeding if the Executive (A) files any document containing the trade secret under seal; and (B) does not disclose the Proprietary Information, except pursuant to court order.

8.Injunctive Relief. The Executive recognizes and acknowledges that a breach of any of the covenants contained in Sections 6 and 7 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 6 and 7, in addition to any other remedy that may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief.

9.Indemnification. During the Executive’s employment and service as a director or officer (or both) and at all times thereafter during which the Executive may be subject to liability, the Executive shall be entitled to indemnification set forth in the Company’s Certificate of Incorporation and By-laws to the maximum extent allowed under the laws of the State of Delaware and he shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges, and expenses incurred or sustained by him in connection with any action, suit, or proceeding to which he may be made a party by reason of his being or having been a director, officer, or employee of the Company or any of its subsidiaries (other than any dispute, claim, or controversy arising under or relating to this Agreement). Notwithstanding anything to the contrary herein, the Executive’s rights under this Section 9 shall survive the termination of his employment for any reason and the expiration of this Agreement for any reason.

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10.Cooperation. The Executive agrees that, during and after his employment with the Company, the Executive will assist the Company and its Affiliates in the defense of any claims or potential claims that may be made or threatened to be made against the Company or any of its Affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise, that are not adverse to the Executive (each, an “Action”), and will assist the Company and its Affiliates in the prosecution of any claims that may be made by the Company or any of its Affiliates in any Action, to the extent that such claims may relate to the Executive’s employment or the period of the Executive’s employment by the Company and its Affiliates. The Executive agrees, unless precluded by law, to promptly inform the Company if the Executive is asked to participate (or otherwise become involved) in any such Action. The Executive also agrees, unless precluded by law, to promptly inform the Company if the Executive is asked to assist in any investigation (whether governmental or otherwise) of the Company or any of its Affiliates (or their actions) to the extent that such investigation may relate to the Executive’s employment or the period of the Executive’s employment by the Company, regardless of whether a lawsuit has then been filed against the Company or any of its Affiliates with respect to such investigation. The Company or one of its Affiliates shall reimburse the Executive for all of the Executive’s reasonable out-of-pocket expenses associated with such cooperation following the date on which his employment with the Company terminates.

11.Section 409A of the Code.

(a)General. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Commencement Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be taxable currently to the Executive under Section 409A(a)(1)(A) of the Code and related Department of Treasury guidance, the Company and the Executive shall cooperate in good faith to (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 11(a) does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts payable hereunder will not be subject to interest or

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penalties under Section 409A, and in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

(b)Separation from Service under Section 409A. Notwithstanding any provision to the contrary in this Agreement: (i) no amount of non-qualified deferred compensation subject to Section 409A of the Code that is payable in connection with the termination of his employment pursuant to Section 5(a) or Section 5(b) shall be paid to the Executive unless the termination of the Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) if the Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent that delayed commencement of any portion of the termination benefits to which the Executive is entitled under this Agreement (after taking into account all exclusions applicable to such termination benefits under Section 409A), including, without limitation, any portion of the additional compensation awarded pursuant to Section 3(b), Section 5(a), or Section 5(b), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in the Department of Treasury Regulations issued under Section 409A) and (B) the date of the Executive’s death; provided, that upon the earlier of such dates, all payments deferred pursuant to this Section 11(b)(ii) shall be paid to the Executive in a lump sum, and any remaining payments due under this Agreement shall be paid as otherwise provided herein; (iii) the determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto); (iv) for purposes of Section 409A of the Code, the Executive’s right to receive installment payments pursuant to Section 5(b) shall be treated as a right to receive a series of separate and distinct payments; and (v) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

12.Section 280G of the Code. If it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this

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Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program, or arrangement, including without limitation any stock option, stock appreciation right, other equity award, or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being contingent on a change in ownership or effective control of the Company or of a substantial portion of the assets of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as the “Excise Tax”), then, in the event that the after-tax value of all Payments to the Executive (such after-tax value to reflect the reduction for the Excise Tax and all federal, state, and local income, employment and other taxes on such Payments) would, in the aggregate, be less than the after-tax value to the Executive (reflecting a reduction for all such taxes in a like manner) of the Safe Harbor Amount, (a) the cash portions of the Payments payable to the Executive under this Agreement shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount, and (b) if the reduction of the cash portions of the Payments, payable under this Agreement, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the Payments payable to the Executive under any other agreements, policies, plans, programs, or arrangements shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount, and (c) if the reduction of all cash portions of the Payments, payable pursuant to this Agreement or otherwise, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then non-cash portions of the Payments shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount. All calculations under this section shall be determined by a national accounting firm selected by the Company (which may include the Company’s outside auditors) and provided to the Company and the Executive within fifteen (15) days prior to the date on which any Payment is payable to the Executive, which determination shall be binding on the Company and the Executive. The Company shall pay all costs to obtain and provide such calculations to the Executive and the Company.

13.Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates. The Executive may not assign his rights or obligations

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under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the Company and the Executive and their respective successors, assigns, personnel, legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. In the event of the Executive’s death following a termination of his employment, all unpaid amounts otherwise due to the Executive (including under Section 5) shall be paid to his estate.

14.Governing Law. This Agreement shall be governed, construed, interpreted, and enforced in accordance with the substantive laws of the State of Illinois, without reference to the principles of conflicts of law of Illinois or any other jurisdiction, and where applicable, the laws of the United States.

15.Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16.Notices. Any notice, request, claim, demand, document, and other communication hereunder to any party hereto shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or sent by nationally recognized overnight courier, or certified or registered mail, postage prepaid, to the following address (or at any other address as any party hereto shall have specified by notice in writing to the other party hereto):

(a)If to the Company:

CDK Global, Inc.1950 Hassell RoadHoffman Estates, IL 60169

Fax: (847) 839-2604
Attention: Chief Financial Officer

and a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the AmericasNew York, New York 10019Fax: (212) 757-3990Attention: Lawrence I. Witdorchic

(b)If to the Executive, at his most recent address on the payroll records of the Company.

17.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

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18.Entire Agreement. The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) is intended by the parties hereto to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation, any term sheet). The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. In the event that the terms of this Agreement conflict with the terms of any other agreement, plan, or policy that does not expressly address the conflicting provision of this Agreement, the terms of this Agreement will control.

19.Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by the Executive and a duly authorized officer of Company that expressly identifies the amended provision of this Agreement. By an instrument in writing similarly executed and similarly identifying the waived compliance, the Executive or a duly authorized officer of the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

20.No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

21.Construction. This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections, or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary: (a) the plural includes the singular, and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; and (e) “herein,” “hereof,” “hereunder,” and other similar compounds of the word “here”

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refer to the entire Agreement and not to any particular paragraph, subparagraph, section, or subsection.

22.Dispute Resolution. Except with respect to claims for injunctive relief as contemplated by Section 8 or to enter judgment on an arbitration award pursuant to this Section 22, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted in Chicago, Illinois, before a single arbitrator, in accordance with the rules of JAMS that are then in effect. Such arbitration shall be undertaken in accordance with the JAMS Expedited Procedures, to the extent applicable. Following the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final, and non-appealable; provided, however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. Unless and only to the extent prohibited by applicable law, the parties agree to preserve the confidentiality of all aspects of any arbitration proceedings, findings, and decisions (whether by arbitrator or court). To the extent permitted by law, the arbitrator’s fees and expenses will be borne equally by each party. In the event that an action is brought to enforce the provisions of this Agreement pursuant to this Section 22, each party shall pay his or its own attorneys’ fees and expenses regardless of whether there is a prevailing party in the opinion of the arbitrator deciding such action or the court in which any such arbitration award is entered; provided, that the arbitrator may in its discretion award costs, including reasonable legal fees and expenses, to either party if it determines that to be appropriate, and in all events the Company shall reimburse the Executive for his reasonable legal fees and expenses if the Executive prevails on at least one material issue. The parties agree that any claim for injunctive relief brought by the Company pursuant to Section 8 shall be brought, and any judgment may be entered for an arbitration award hereunder, solely in the U.S. District Court for the Northern District of Illinois. Each party expressly and irrevocably consents and submits to the jurisdiction and venue of each such court in connection with any such legal proceeding, including to enforce any settlement, order or award, and such party agrees to accept service of process by the other party or any of its agents in connection with any such proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF HIS OR ITS RIGHTS OR OBLIGATIONS HEREUNDER.

23.Enforcement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in

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lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

24.Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, and foreign withholding and other taxes and charges that the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

25.Employee Acknowledgment. The Executive acknowledges that he has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on his own judgment.

[signature page follows]

The parties have executed this Agreement as of the date first written above.

CDK Global, Inc.

By: /s/ Joe Tautges
Name: Joe Tautges
Title: EVP & CFO

Brian Krzanich

/s/ Brian Krzanich

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EX-10.10

Exhibit 10.10

TRANSITION AND RELEASE AGREEMENT

This Transition and Release Agreement (this “Agreement”), by and between CDK Global, Inc., a Delaware corporation (the “Company”), and Brian P. MacDonald (the “Executive”), is offered to the Executive as of November 5, 2018. The Executive shall have the opportunity to review and accept the terms of this Agreement as set forth in Section 4 below, which describes the terms on which this Agreement shall become effective.

RECITALS

A.The Executive is employed by the Company and is a party to an employment agreement with the Company dated December 11, 2015 (the “Employment Agreement”).

B.The Executive serves the Company as its Chief Executive Officer and is a member of the Company’s Board of Directors (the “Board”).

C.On the date on which the Company files its quarterly report on Form 10-Q for the period ended September 30, 2018 (the date of such filing, the “Transition Date”), the Executive shall resign from the Board and as Chief Executive Officer of the Company and shall cease to be a member of the Board and an executive officer of the Company.

D.The Executive’s employment with the Company is scheduled to terminate effective as of June 30, 2019, and the Executive has agreed to assist in the smooth transition of the Executive’s functions as reasonably directed by the Board, including the transition of the Executive’s functions as Chief Executive Officer to the Company’s newly appointed Chief Executive Officer.

E.In connection with the foregoing, the Executive and the Company desire to enter into a mutually satisfactory arrangement concerning, among other things, the terms of the Executive’s separation from service with the Company, the terms of the Executive’s service during a transition period, and other matters related thereto.

F.This Agreement contains a general release of claims that the Executive may have against the Company and its affiliates, and by delivery hereof, the Executive is hereby notified and acknowledges his understanding that the Executive’s execution of this Agreement and a subsequent general release of claims as of the Termination Date is required for the Executive to receive any of the payments and benefits set forth herein.

G.The parties intend for this Agreement to supersede all prior agreements that the Executive has with the Company relating to the subject matter hereof, including, without limitation, the Employment Agreement.

H.Capitalized terms that are used, but not defined, herein shall have the meanings given to them in the Employment Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

Section 1.Employment Status; Continuing Obligations.

(a)General.

(i)Transition to Non-Executive Role. The Company and the Executive hereby agree that, on the Transition Date, the Executive shall cease to be the Chief Executive Officer of the Company and shall cease to be an executive officer of the Company and a member of the Board. The Executive agrees to promptly execute such documents as the Company, in its sole discretion, shall reasonably deem necessary to effect such terminations.

(ii)Date of Termination. The Executive hereby acknowledges and agrees that his separation from service from the Company and from any other position he holds as an officer, director, committee member, or other service provider of the Company and its subsidiaries will become effective as of the close of business on June 30, 2019 (the “Anticipated Date of Termination”); provided, that such separation from service may occur earlier only upon the Executive’s death, a termination due to his Disability, the Executive’s voluntary resignation, or a termination by the Company for Cause (in any case, an “Early Termination,” and the Executive’s ultimate date of such separation from service, the “Termination Date”). For the avoidance of doubt, the Termination Date shall be the Executive’s “Date of Termination” as such term is used in the Employment Agreement.

(iii)Status with the Company Post-Termination. The Executive shall not represent himself after the Termination Date as being an employee, officer, director, agent, or representative of the Company or any of its subsidiaries for any purpose. The Termination Date shall be the termination date of the Executive’s employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company, except as otherwise provided herein.

(iv)Terms of Continued Employment Following the Effective Date. The terms and conditions set forth herein (including those provisions of the Employment Agreement that are incorporated herein by reference and made a part hereof) shall exclusively govern the Executive’s continued employment with the Company from and after the Effective Date (as defined below). The Executive acknowledges and agrees that following the date hereof the Executive shall not assert, or attempt to terminate his employment for, Good Reason.

(b)Duties. During the period commencing on the Transition Date and ending on the Termination Date (the “Transition Period”), the Executive shall be employed as a non-executive employee of the Company, shall act in good faith to provide services as are reasonably requested by the Board or the Company’s Chief Executive Officer, and shall assist in the orderly

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transition of the Executive’s duties and responsibilities, including, but not limited to, assisting with customer, partner, and other transition activities and participation in, and support in connection with, litigation or investigations on an as-needed basis. During the Transition Period, the Executive agrees to observe and comply with all applicable Company rules and policies as adopted from time to time by the Company, including, without limitation, any claw-back policies, policies relating to the hedging or pledging of Company stock owned by the Executive or his immediate family members, and insider trading policies.

(c)Transition Period Compensation and Benefits.

(i)Base Salary and Benefits. From the Effective Date and continuing through the Transition Period, the Executive will continue to receive his current Annual Base Salary (at the rate of nine hundred thirty thousand dollars ($930,000) per annum), to be eligible to participate in the health insurance and other benefit plans of the Company in which he is currently eligible to participate, and to receive the perquisites and other personal benefits currently provided to him, subject in all cases to the discretion of the Company to amend or terminate any or all of such plans or arrangements at any time and from time to time in accordance with the terms thereof.

(ii)Other Compensation. In addition, the Executive shall, subject to his satisfaction of the Preconditions (as defined below), be entitled to receive the following compensation, subject to his continued employment with the Company through the earlier of the Anticipated Date of Termination and the applicable payment date:

(A)The Executive shall be entitled to an Annual Bonus for the fiscal year of the Company ending June 30, 2019, which will be prorated to reflect the portion of such fiscal year during which the Executive served as Chief Executive Officer of the Company (i.e., the period from July 1, 2018, through the Transition Date). Such Annual Bonus (the “Prorated FY19 Bonus”) will be determined by the Company consistent with past practice based solely on the actual level of achievement of the applicable performance goals for such year (provided that any individual qualitative performance criteria thereunder (if applicable) shall be deemed satisfied at 100% of target) and will be payable if and when annual bonuses for such year are paid to other senior executives of the Company.

(B)The Executive will continue vesting in his Co-Invest RSUs in accordance with the vesting schedule and other terms and conditions set forth in the award agreement governing such RSUs.

(C)The Executive will continue to vest in the “fiscal 2017” PSUs granted to him on September 8, 2016, which were granted with a target of 102,127 PSUs and which are eligible to vest based on the actual achievement of the applicable performance goals through the end of the performance period July 1, 2016 – June 30, 2019. For the sake of clarity, any such PSUs that vest based on performance as of June 30, 2019, will not be forfeited as a result of the Executive’s termination of employment that occurs on June 30, 2019.

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(iii)No Other Compensation During Transition Period. The Executive acknowledges and agrees that, except as set forth in this Section 1(c) and except for the separation payments and benefits described in Section 2 below, he shall not be entitled to receive any other compensation or benefits from the Company in respect of his services to the Company following the Effective Date.

(d)Restrictive Covenants. The Executive hereby acknowledges and agrees to comply with the covenants set forth in Sections 6 and 7 of the Employment Agreement, which shall continue to apply to him in accordance with their terms and shall survive any termination of employment. Sections 6, 7, and 8 of the Employment Agreement are incorporated herein by reference and made a part hereof.

(e)Post-Employment Cooperation. The Executive hereby acknowledges and agrees to comply with his post-employment covenants to cooperate with the Company and to assist the Company and its affiliates with certain matters relating to the Executive’s employment with the Company as set forth in Section 10 of the Employment Agreement, which covenants are incorporated herein by reference and made a part hereof.

Section 2.Payments and Benefits Upon Termination of Employment.

(a)Accrued Benefits. Notwithstanding anything herein to the contrary, the Executive shall receive the following accrued benefits as soon as reasonably practicable following the Termination Date: (i) any Annual Base Salary earned for periods worked, but unpaid, through the Termination Date, payable on the next regular payroll date of the Company following the Termination Date (or such earlier date if required by applicable law), (ii) reimbursement for all unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the Termination Date and timely submitted for reimbursement in accordance with the Company’s business expense reimbursement policy, and (iii) all benefits accrued and vested up to the Termination Date under all other employee benefit plans of the Company in which the Executive participates (except for any plan that provides for severance, separation pay, or termination benefits) in accordance with the terms of such plans (collectively, the “Accrued Benefits”). The Executive agrees that, pursuant to the Company’s vacation policy, executives do not accrue days or carry a balance of unused vacation time. Accordingly, as of the Termination Date, the Executive shall have no accrued and unused vacation days or other paid time off, and Accrued Benefits shall not include any payment therefor.

(b)Separation Payments and Benefits. In consideration for and subject to (i) the Executive’s timely execution and non-revocation of this Agreement, including the general release and waiver of claims set forth herein, (ii) with respect to payments required to be made on or after the Termination Date, the Executive’s (or the Executive’s estate) timely execution and non-revocation of a second general release of claims in the form attached hereto as Exhibit A covering all claims arising through the Termination Date (the “Second Release”), on or within thirty (30) days following the Termination Date (the “Release Condition”), (iii) except as set forth in Section 2(f) below, the Executive’s continued employment with the Company through the Anticipated Date of Termination, and (iv) the Executive’s continued compliance with the covenants contained in Sections 6 and 7 of the Employment Agreement, which are incorporated herein by reference and

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made a part hereof (collectively, the “Preconditions”), the Company will pay or provide the Executive the following separation payments and benefits (collectively, the “Severance Benefits”):

(i)Cash Severance. The Executive will receive a cash severance benefit equal to two (2) times the sum of (x) the Annual Base Salary and (y) the Executive’s two-year historical average Annual Bonus from the Company, such cash severance benefit to be paid in substantially equal installments in accordance with the Company’s regular payroll practices during the twenty-four (24) month period commencing on the Termination Date (the “Severance Period”). The gross, pre-tax amount of the cash severance described in this paragraph (i) equals $4,510,500.

(ii)Continued Health Insurance Subsidy. Subject to the Executive’s timely election and continuation of coverage under the Company’s health insurance benefit plans pursuant to the statutory scheme commonly known as “COBRA,” the Executive will receive a monthly cash payment during his period of COBRA continuation coverage in an amount equal to the portion of the Executive’s cost of COBRA premiums that is in excess of the active-employee cost of the same level of insurance coverage; provided, that the Company’s obligation to provide such cash payments will terminate if the Executive becomes eligible for health insurance coverage under another employer’s plans or if the Severance Period terminates early due to the Executive’s noncompliance with his obligations hereunder.

(iii)Legal Fees. The Company will reimburse the Executive for the reasonable, documented legal fees incurred by him in connection with the negotiation, drafting, and execution of this Agreement (including exhibits), which reimbursement shall not exceed twenty thousand dollars ($20,000), provided that the Executive promptly submits for reimbursement, within thirty (30) days following the Company’s receipt of such submission.

(c)Payment Schedule. Any Severance Benefits that would otherwise become due, pursuant to the payment schedule described above, prior to the Second Release Effective Date (as defined in the Second Release) shall be held back by the Company and paid or provided to the Executive, without interest, as soon as practicable following, and subject to the occurrence of, the Second Release Effective Date, but in all events subject to Section 11(b) of the Employment Agreement, which is incorporated herein by reference and made a part hereof.

(d)No Further Payments or Benefits. The Executive hereby acknowledges and agrees that the payments provided pursuant to this Agreement are in full discharge of any and all liabilities and obligations of the Company to him, monetarily or with respect to employee benefits or otherwise, including, but not limited to, any and all obligations arising under any written or oral employment agreement, policy, plan, or procedure of the Company (including, without limitation, the Company’s Amended and Restated Corporate Officer Severance Plan or any other severance plan of the Company) or any actual or purported understanding or arrangement between the Executive and the Company (or anyone purporting to act on the Company’s behalf). For the avoidance of doubt, except as set forth herein, all equity awards held by the Executive (including the “fiscal 2018” PSUs granted to the Executive on September 8, 2016, which were granted with

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a target of 59,574 PSUs) that remain unvested as of the Termination Date, will be forfeited as of the Termination Date (except as otherwise set forth in the applicable award agreement if the Termination Date occurs due to an Early Termination on account of the Executive’s death or Disability). For the further avoidance of doubt, any payments to which the Executive is entitled in connection with his employment termination are set forth herein, and the Executive shall not be entitled to any payments or benefits pursuant to Section 5(b) of the Employment Agreement.

(e)Executive’s Breach of Post-Employment Obligations. If the Executive breaches any of the covenants contained in Sections 6 and 7 of the Employment Agreement, the Severance Period shall terminate, and all subsequently scheduled payments shall cease.

(f)Early Termination. Notwithstanding anything herein to the contrary, in the event of an Early Termination by the Company for Cause or by the Executive for any reason, the Executive shall not be entitled to any further payments or benefits from the Company, including, without limitation, any future payments of Annual Base Salary and the Severance Benefits, other than the Accrued Benefits, and upon any such Early Termination, the Executive’s rights with respect to the equity awards then held by him that remain unvested as of the Termination Date shall be governed exclusively by the applicable award agreement and the Company’s 2014 Omnibus Award Plan (and not this Agreement). Upon an Early Termination due to the Executive’s death or Disability, the Executive shall, subject to his satisfaction of the Preconditions (other than the requirement that the Executive remain employed with the Company through the Anticipated Date of Termination), remain entitled to receive the Severance Benefits and the Prorated FY19 Bonus, and the Executive’s rights with respect to the equity awards then held by him that remain unvested as of the Termination Date shall be governed exclusively by the applicable award agreement and the Company’s 2014 Omnibus Award Plan (and not this Agreement). For purposes of this Agreement, “Cause” shall mean (A) the Executive’s substantial and repeated failure to perform duties under this Agreement as reasonably directed by the Board (not as a consequence of Disability) after written notice thereof and failure to cure within ten (10) days; (B) the Executive’s misappropriation or fraud with regard to the Company or its Affiliates or their respective assets; (C) conviction of, or the pleading of guilty or nolo contendere to, a felony, or any other crime involving either fraud or a breach of the Executive’s duty of loyalty with respect to the Company or any Affiliates thereof, or any of its customers or suppliers that results in material injury to the Company or any of its Affiliates; (D) the Executive’s willful violation of the written policies of the Company or any of its Affiliates, or other willful misconduct in connection with the performance of his duties that in either case results in material injury to the Company or any of its Affiliates, after written notice thereof and failure to cure within ten (10) days; or (E) the Executive’s breach of any material provision of this Agreement, including without limitation the confidentiality and non-disparagement provisions and the non-competition and non-solicitation provisions to which the Executive is subject. For purpose of the preceding sentence, no act or failure to act by the Executive shall be considered “willful” unless done or omitted to be done by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or based upon the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

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Section 3.Release and Waiver of Claims.

(a)Definition. As used in this Agreement, the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.

(b)Release. For and in consideration of the Severance Benefits described in Section 2 above and other good and valuable consideration, the Executive, for and on behalf of himself and his heirs, administrators, executors, and assigns, effective the date hereof, does fully and forever release, remise, and discharge the Company and its successors and assigns, together with their respective officers, directors, partners, shareholders, employees, agents, subsidiaries, and affiliates (collectively, the “Releasees”), from any and all claims whatsoever up to the date hereof that the Executive had, may have had, or now has against the Releasees, whether known or unknown, for or by reason of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to his employment or the termination of his employment with the Company (including, without limitation, any claim to benefits under the Company’s Amended and Restated Corporate Officer Severance Plan or any other severance plan of the Company, or any claim to enhanced, additional, or continued vesting of equity awards held by the Executive upon or following a termination of employment other than as explicitly set forth herein), whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any federal, state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation, and any claim for money, damages, attorneys’ fees, costs, and injunctive or other relief. This release of claims includes, but is not limited to, all claims arising under Title VII of the Civil Rights Act, the Rehabilitation Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (the “ADEA”), the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the Labor Management Relations Act, the Sarbanes Oxley Act, the Health Insurance Portability and Accountability Act, the Occupational Safety and Health Act, the Employee Retirement Income Security Act, the Illinois Human Rights Act (775 ILCS § 5/1 et seq.), the Illinois Wage Payment and Collection Act (820 ILCS § 115/1 et seq.), the Illinois Whistleblower Act (740 ILCS § 174/1 et seq.), the retaliation provisions of the Illinois Workers’ Compensation Act (820 ILCS § 305/1 et seq.), the Cook County Human Rights Ordinance, the Illinois Human Rights Act (775 ILCS 5/1 et seq.), the Right to Privacy in the Workplace Act, the Illinois Health and Safety Act (820 ILCS § 55/1 et seq.), the Illinois Worker Adjustment and Retraining Notification Act (820 ILCS § 65/1 et seq.), the Illinois One Day Rest in Seven Act (820 ILCS § 140/1 et seq.), the Illinois Employment Contract Act (820 ILCS § 15/1 et seq.), the Illinois Labor Dispute Act (820 ILCS § 5/1 et seq.), and the Victims’ Economic Security and Safety Act (820 ILCS § 180/1 et seq.), each as may be amended from time to time, and all other federal, state, local laws, and non–U.S. laws, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees. The Executive intends that the release contained herein shall constitute a general release of any and all claims that he may have against the Releasees to the fullest extent permissible by law, including any rights to participate in, or collect damages in connection with, a collective action brought in respect of any such released claims.

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(c)No Claims. The Executive acknowledges and agrees that as of the date he executes this Agreement, he has no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph, and that except as provided in Section 2(a) and (b) and for vested equity awards (including options), the Company owes him no other wages, commissions, bonuses, vacation pay, or other compensation or payments of any nature.

(d)Preservation of Rights. Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of (i) the Executive’s rights with respect to payment of amounts under this Agreement, (ii) claims for indemnity or contribution pursuant to his existing rights of indemnification from the Company against third-party claims as set forth in Section 9 of the Employment Agreement or to which the Executive is otherwise entitled pursuant to the Company’s organization documents or applicable law, or (iii) any claims that cannot be waived by law, including, without limitation, the right to bring an administrative charge with, or to participate in an investigation conducted by, or to participate in a proceeding involving, the Equal Employment Opportunity Commission or other comparable state or local administrative agency, although the Executive waives any right to monetary relief related to such a claim, and claims under the Illinois Workers’ Compensation Act (820 ILCS § 305/1 et seq.) (other than the retaliation provisions thereof), the Illinois Workers’ Occupational Diseases Act (820 ILCS § 310/1 et seq.), the Employee Credit Privacy Act (820 ILCS § 70/1 et seq.), or the Illinois Unemployment Insurance Act (820 ILCS § 405/1 et seq.). Nothing in this Agreement or the Employment Agreement shall prohibit the Executive from reporting possible violations of federal or state law or regulation to or otherwise cooperating with or providing information requested by any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures.

(e)Acknowledgement of Full and Final Release. The Executive acknowledges and agrees that by virtue of the foregoing, he has waived any relief available to him (including, without limitation, monetary damages, equitable relief, and reinstatement) under any of the claims or causes of action waived in this Section 3. The Executive agrees, therefore, that he will not accept any award or settlement from any source or proceeding (including, but not limited to, any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in this Agreement. The Executive agrees further that this Agreement may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by the Executive or his descendants, dependents, heirs, executors, administrators, or permitted assigns.

(f)ADEA Release. By executing this Agreement, the Executive understands that he is explicitly releasing all claims relating to his employment and its termination under the ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

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(g)Rights to Indemnification. Notwithstanding anything herein to the contrary, following both the Transition Date and the Termination Date, the Executive shall continue to enjoy rights of indemnification from the Company against third-party claims as set forth in Section 9 of the Employment Agreement, which is incorporated herein by reference and made a part hereof.

Section 4.Opportunity for Review and Acceptance.

The Executive shall have twenty-one (21) days following the date of this Agreement (the “Review Period”) to review and consider the terms and conditions of this Agreement, including the general release and waiver of claims set forth herein. To accept this Agreement and the terms and conditions contained herein, the Executive must execute and date this Agreement where indicated below and return the executed copy of this Agreement to the Company prior to the expiration of the Review Period in accordance with the notice provisions set forth in Section 13 below. Notwithstanding anything contained herein to the contrary, this Agreement will not become effective or enforceable for a period of seven (7) calendar days following the date of its execution and delivery to the Company (the “Revocation Period”), during which time the Executive may further review and consider this Agreement and revoke his acceptance of this Agreement by notifying the Company in writing. To be effective, such revocation must be received no later than 5:00 p.m., prevailing Central Time, on the last day of the Revocation Period. Provided that this Agreement is timely executed and the Executive has not timely revoked it, the eighth (8^th) day following the date on which this Agreement is executed and delivered to the Company shall be its effective date (the “Effective Date”). In the event of the Executive’s failure to timely execute and deliver this Agreement or his subsequent revocation of this Agreement during the Revocation Period, this Agreement will be null and void and of no force or effect, and the Executive shall not be entitled to any payments or benefits under this Agreement that are conditioned upon the execution of a release of claims (which for purposes of clarification shall be any and all payments and benefits otherwise owing to the Executive hereunder during the Transition Period and following the Termination Date, other than Accrued Benefits).

Section 5.Knowing and Voluntary Waiver.

The Executive expressly acknowledges and agrees that he—

(a)Is able to read the language, and understand the meaning and effect, of this Agreement;

(b)Has no physical or mental impairment of any kind that has interfered with his ability to read and understand the meaning of this Agreement or its terms, and that he is not acting under the influence of any medication, drug, or chemical of any type in entering into this Agreement;

(c)Is agreeing to the terms of the release and waiver of claims contained in this Agreement because the Company has agreed to provide him with the severance payments and benefits provided by this Agreement, which the Company has agreed to provide because of his agreement to accept it in full settlement of all possible claims that he might have or ever have had that are released hereunder;

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(d)Acknowledges that, but for his execution of this Agreement, he would not be entitled to the severance payments and benefits provided by this Agreement;

(e)Understands that, by entering into this Agreement, he does not waive rights or claims under ADEA that may arise after the date on which he executes this Agreement;

(f)Had or could have had the entire Review Period in which to review and consider this Agreement, and that if he executes this Agreement prior to the end of the Review Period, he has voluntarily and knowingly waived the remainder of the Review Period;

(g)Has or had the entire Revocation Period in which to revoke his execution of this Agreement, and that if he does not revoke such execution prior to the Effective Date, he has knowingly and voluntarily agreed to this Agreement’s becoming effective;

(h)Was advised to consult with his attorney regarding the terms and effect of this Agreement; and

(i)Has signed this Agreement knowingly and voluntarily.

Section 6.No Suit.

The Executive represents and warrants that he has not previously filed, and to the maximum extent permitted by law agrees that he will not file, a complaint, charge, or lawsuit against any of the Releasees regarding any of the claims released herein. If, notwithstanding this representation and warranty, the Executive has filed or files such a complaint, charge, or lawsuit, the Executive agrees that he shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including, without limitation, the attorneys’ fees of any of the Releasees against whom the Executive has filed such a complaint, charge, or lawsuit.

Section 7.Non-Admission.

Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Executive or the Company.

Section 8.No Re-Employment.

The Executive hereby agrees to waive any and all claims to re-employment with the Company. The Executive affirmatively agrees not to seek further employment with the Company.

Section 9.Withholding; Taxes.

The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, and foreign withholding and other taxes and charges that the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise. Sections 11 and 12 of the Employment Agreement are incorporated herein by reference and made a part hereof.

-10-

Section 10.Assignment and Successors.

The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates. The Executive may not assign his rights or obligations under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the Company and the Executive and their respective successors, assigns, personnel, legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. In the event of the Executive’s death following a termination of his employment, all unpaid amounts otherwise due the Executive shall be paid to his estate.

Section 11.Enforcement.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

Section 12.Construction.

This Agreement shall be deemed drafted equally by both of the parties hereto. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections, or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular, and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; and (e) “herein,” “hereof,” “hereunder,” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section, or subsection.

Section 13.Notices.

Any notice, request, claim, demand, document, and other communication hereunder to any party hereto shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by nationally recognized overnight courier, or certified or registered mail, postage prepaid, to the following address (or at any other address as any party hereto shall have specified by notice in writing to the other party hereto):

-11-

(a)If to the Company:

CDK Global, Inc.

1950 Hassell Road

Hoffman Estates, IL 60169

Fax: (847) 839-2604

Attention: General Counsel

and a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
Fax: (212) 757-3990
Attention: Lawrence I. Witdorchic

(b)If to the Executive, at his most recent address on the payroll records of the Company.

Section 14.Entire Agreement.

This Agreement constitutes the entire understanding and agreement between the Executive and the Company regarding the termination of the Executive’s employment. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between the Executive and the Company relating to the subject matter of this Agreement.

Section 15.Amendments; Waivers.

This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by the Executive and a duly authorized officer of Company (other than the Executive) that expressly identifies the amended provision of this Agreement. By an instrument in writing similarly executed and similarly identifying the waived compliance, the Executive or a duly authorized officer of the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply or perform. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

Section 16.Governing Law.

This Agreement shall be governed, construed, interpreted, and enforced in accordance with the substantive laws of the State of Illinois, without reference to the principles of conflicts of law of Illinois or any other jurisdiction, and where applicable, the laws of the United States.

-12-

Section 17.Dispute Resolution. Section 22 of the Employment Agreement, which is incorporated herein by reference and made a part hereof, shall apply to any dispute arising under this Agreement.

Section 18.Counterparts.

The Agreement may be executed by the parties hereto as separate counterparts and such counterparts shall be deemed to be one and the same instrument. Each party hereto confirms that any facsimile copy or .pdf of such party’s executed counterpart of the Agreement (or its signature page thereof) shall be deemed to be an executed original thereof.

*    *    *

[Signatures to appear on following page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.

CDK GLOBAL, INC.

/s/ Joe Tautges                    

By: Joe Tautges

Its: EVP & CFO

EMPLOYEE

/s/ Brian P. MacDonald            

Brian P. MacDonald

Dated: November 5, 2018

SECOND RELEASE AND WAIVER OF CLAIMS (“Release”)

Section 1.Release and Waiver of Claims.

(a)Definition. As used in this Release, the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.

(b)Release. For and in consideration of the Severance Benefits described in Section 2 of the Transition and Release Agreement by and between CDK Global, Inc., a Delaware corporation (the “Company”), and Brian P. MacDonald (the “Executive”), dated November 5, 2018 (the “Transition and Release Agreement”), and other good and valuable consideration, the Executive, for and on behalf of himself and his heirs, administrators, executors, and assigns, effective the date hereof, does fully and forever release, remise, and discharge the Company and the Releasees from any and all claims whatsoever up to the date hereof that the Executive had, may have had, or now has against the Releasees, whether known or unknown, for or by reason of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to his employment or the termination of his employment with the Company (including, without limitation, any claim to benefits under the Company’s Amended and Restated Corporate Officer Severance Plan or any other severance plan of the Company, or any claim to enhanced, additional, or continued vesting of equity awards held by the Executive upon or following a termination of employment other than as explicitly set forth in the Transition and Release Agreement), whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any federal, state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation, and any claim for money, damages, attorneys’ fees, costs, and injunctive or other relief. This release of claims includes, but is not limited to, all claims arising underTitle VII of the Civil Rights Act, the Rehabilitation Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (the “ADEA”), the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the Labor Management Relations Act, the Sarbanes Oxley Act, the Health Insurance Portability and Accountability Act, the Occupational Safety and Health Act, the Employee Retirement Income Security Act, the Illinois Human Rights Act (775 ILCS § 5/1 et seq.), the Illinois Wage Payment and Collection Act (820 ILCS § 115/1 et seq.), the Illinois Whistleblower Act (740 ILCS § 174/1 et seq.), the retaliation provisions of the Illinois Workers’ Compensation Act (820 ILCS § 305/1 et seq.), the Cook County Human Rights Ordinance, the Illinois Human Rights Act (775 ILCS 5/1 et seq.), the Right to Privacy in the Workplace Act, the Illinois Health and Safety Act (820 ILCS § 55/1 et seq.), the Illinois Worker Adjustment and Retraining Notification Act (820 ILCS § 65/1 et seq.), the Illinois One Day Rest in Seven Act (820 ILCS § 140/1 et seq.), the Illinois Employment Contract Act (820 ILCS § 15/1 et seq.), the Illinois Labor Dispute Act (820 ILCS § 5/1 et seq.), and the Victims’ Economic Security and Safety Act (820 ILCS § 180/1 et seq.), each as may be amended from time to time, and all other federal, state, local laws, and non–U.S. laws, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees. The Executive intends that the release contained herein shall constitute a general release of any and all claims that he may have against the Releasees to the fullest extent permissible by law, including any rights to participate in, or collect damages in connection with, a collective action brought in respect of any such released claims.

(c)No Claims. The Executive acknowledges and agrees that as of the date he executes this Release, he has no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph, and that except as provided in Section 2(a) and (b) of the Transition and Release Agreement and for vested equity awards (including options), the Company owes him no other wages, commissions, bonuses, vacation pay, or other compensation or payments of any nature.

(d)Preservation of Rights. Notwithstanding the foregoing, nothing in this Release shall be a waiver of (i) the Executive’s rights with respect to payment of amounts under the Transition and Release Agreement, (ii) claims for indemnity or contribution pursuant to his existing rights of indemnification from the Company against third-party claims as set forth in Section 9 of the Employment Agreement or to which the Executive is otherwise entitled pursuant to the Company’s organization documents or applicable law, or (iii) any claims that cannot be waived by law, including, without limitation, the right to bring an administrative charge with, or to participate in an investigation conducted by, or to participate in a proceeding involving, the Equal Employment Opportunity Commission or other comparable state or local administrative agency, although the Executive waives any right to monetary relief related to such a claim, and claims under the Illinois Workers’ Compensation Act (820 ILCS § 305/1 et seq.) (other than the retaliation provisions thereof), the Illinois Workers’ Occupational Diseases Act (820 ILCS § 310/1 et seq.), the Employee Credit Privacy Act (820 ILCS § 70/1 et seq.), or the Illinois Unemployment Insurance Act (820 ILCS § 405/1 et seq.). Nothing in this Release, the Transition and Release Agreement, or the Employment Agreement shall prohibit the Executive from reporting possible violations of federal or state law or regulation to or otherwise cooperating with or providing information requested by any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures.

(e)Acknowledgement of Full and Final Release. The Executive acknowledges and agrees that by virtue of the foregoing, he has waived any relief available to him (including, without limitation, monetary damages, equitable relief, and reinstatement) under any of the claims or causes of action waived in this Release. The Executive agrees, therefore, that he will not accept any award or settlement from any source or proceeding (including, but not limited to, any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in this Release. The Executive agrees further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by the Executive or his descendants, dependents, heirs, executors, administrators, or permitted assigns.

(f)ADEA Release. By executing this Release, the Executive understands that he is explicitly releasing all claims relating to his employment and its termination under the ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

(g)Rights to Indemnification. Notwithstanding anything to the contrary herein, following the Termination Date, the Executive shall continue to enjoy rights of indemnification from the Company against third-party claims consistent with the indemnification protections available from time to time to active officers and directors of the Company as if he continued to be an active officer of the Company. For the avoidance of doubt and without limiting any other exclusions from such policy, such rights to indemnification shall not protect the Executive against damages or losses incurred by him in connection with any claims arising from his acts of gross negligence, willful misconduct, fraud, or concealment.

Section 2.Opportunity for Review and Acceptance.

The Executive shall have twenty-one (21) days following the Termination Date (the “Review Period”) to review and consider the terms and conditions of this Release, including the general release and waiver of claims set forth herein. To accept the terms of this Release, the Executive must execute and date this Release where indicated below and return the executed copy of this Release to the Company prior to the expiration of the Review Period in accordance with the notice provisions set forth in Section 13 of the Transition and Release Agreement. This Release will not become effective or enforceable for a period of seven (7) calendar days following the date of its execution and delivery to the Company (the “Revocation Period”), during which time the Executive may further review and consider this Release and revoke his acceptance of this Release by notifying the Company in writing. To be effective, such revocation must be received no later than 5:00 p.m., prevailing Central Time, on the last day of the Revocation Period. Provided that this Release is timely executed and the Executive has not timely revoked it, the eighth (8^th) day following the date on which this Release is executed and delivered to the Company shall be its effective date (the “Second Release Effective Date”). In the event of the Executive’s failure to timely execute and deliver this Release or his subsequent revocation of this Agreement during the Revocation Period, the Executive shall not be entitled to any payments or benefits under the Transition and Release Agreement that are conditioned upon the execution of a release of claims.

Section 3.Knowing and Voluntary Waiver.

The Executive expressly acknowledges and agrees that he—

(a)Is able to read the language, and understand the meaning and effect, of this Release;

(b)Has no physical or mental impairment of any kind that has interfered with his ability to read and understand the meaning of this Release or its terms, and that he is not acting under the influence of any medication, drug, or chemical of any type in entering into this Release;

(c)Is agreeing to the terms of the release and waiver of claims contained in this Release because the Company has agreed to provide him with the severance payments and benefits provided by the Transition and Release Agreement, which the Company has agreed to provide because of his agreement to accept it in full settlement of all possible claims that he might have or ever have had that are released hereunder;

(d)Acknowledges that, but for his execution of this Release, he would not be entitled to the severance payments and benefits provided by the Transition and Release Agreement;

(e)Understands that, by entering into this Release, he does not waive rights or claims under ADEA that may arise after the date on which he executes this Release;

(f)Had or could have had the entire Review Period in which to review and consider this Release, and that if he executes this Release prior to the end of the Review Period, he has voluntarily and knowingly waived the remainder of the Review Period;

(g)Has or had the entire Revocation Period in which to revoke his execution of this Release, and that if he does not revoke such execution prior to the Second Release Effective Date, he has knowingly and voluntarily agreed to this Release’s becoming effective;

(h)Was advised to consult with his attorney regarding the terms and effect of this Release; and

(i)Has signed this Release knowingly and voluntarily.

Section 4.No Suit.

The Executive represents and warrants that he has not previously filed, and to the maximum extent permitted by law agrees that he will not file, a complaint, charge, or lawsuit against any of the Releasees regarding any of the claims released herein. If, notwithstanding this representation and warranty, the Executive has filed or files such a complaint, charge, or lawsuit, the Executive agrees that he shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including, without limitation, the attorneys’ fees of any of the Releasees against whom the Executive has filed such a complaint, charge, or lawsuit.

Section 5.Non-Admission.

Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the Executive or the Company.

Section 6.No Re-Employment.

The Executive hereby agrees to waive any and all claims to re-employment with the Company. The Executive affirmatively agrees not to seek further employment with the Company.

Section 7.Governing Law; Dispute Resolution.

Section 16 and Section 17 of the Transition and Release Agreement are incorporated into this Release, mutatis mutandis.

*    *    *

IN WITNESS WHEREOF, the Executive has executed and delivered this Release as of the date written below.

EXECUTIVE

Brian P. MacDonald

Dated:

-13-

EX-31.1

EXHIBIT 31.1

Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Brian P. MacDonald, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial 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 in Exchange 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 within those 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 our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external 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 the effectiveness 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 most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the 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 are reasonably 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 internal control over financial reporting.

Date:	November 7, 2018	/s/ Brian P. MacDonald
		Brian P. MacDonald
		President, Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Joesph A. Tautges, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial 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 in Exchange 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 within those 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 our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external 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 the effectiveness 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 most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the 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 are reasonably 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 internal control over financial reporting.

Date:	November 7, 2018	/s/ Joseph A. Tautges
		Joseph A. Tautges
		Executive Vice President, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CDK Global, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian P. MacDonald, President, Chief Executive 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 result of operations of the Company.

Date:	November 7, 2018	/s/ Brian P. MacDonald
		Brian P. MacDonald
		President, Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CDK Global, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph A. Tautges, Executive Vice President, 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 result of operations of the Company.

Date:	November 7, 2018	/s/ Joseph A. Tautges
		Joseph A. Tautges
		Executive Vice President, Chief Financial Officer

XML

Document And Entity Information - shares	3 Months Ended
	Sep. 30, 2018	Nov. 05, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Entity Registrant Name	CDK Global, Inc.
Entity Central Index Key	0001609702
Current Fiscal Year End Date	--06-30
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Common Stock, Shares Outstanding		128,773,455

XML

Condensed Consolidated and Combined Statements of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenues	$ 554.5	$ 565.7
Expenses:
Cost of revenues	281.6	307.7
Selling, general and administrative expenses	98.3	113.7
Restructuring expenses	17.2	6.5
Total expenses	397.1	427.9
Operating earnings	157.4	137.8
Interest expense	(32.2)	(23.3)
Other income, net	2.6	5.3
Earnings before income taxes	127.8	119.8
Provision for income taxes	(35.5)	(36.7)
Net earnings	92.3	83.1
Less: net earnings attributable to noncontrolling interest	2.0	1.8
Net earnings attributable to CDK	$ 90.3	$ 81.3
Net earnings attributable to CDK per common share:
Basic (usd per share)	$ 0.70	$ 0.58
Diluted (usd per share)	$ 0.69	$ 0.57
Weighted-average common shares outstanding:
Basic (shares)	129.6	140.1
Diluted (shares)	130.4	141.4

XML

Condensed Consolidated and Combined Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Statement of Comprehensive Income [Abstract]
Net earnings	$ 92.3	$ 83.1
Other comprehensive income (loss):
Currency translation adjustments	(6.0)	14.2
Other comprehensive income (loss)	(6.0)	14.2
Comprehensive income	86.3	97.3
Less: comprehensive income attributable to noncontrolling interest	2.0	1.8
Comprehensive income attributable to CDK	$ 84.3	$ 95.5

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2018	Jun. 30, 2018
Current assets:
Cash and cash equivalents	$ 312.8	$ 804.4
Accounts receivable, net of allowances of $5.3 and $7.4, respectively	383.6	374.6
Other current assets	115.6	188.3
Total current assets	812.0	1,367.3
Property, plant and equipment, net	141.2	131.9
Other assets	285.5	165.5
Goodwill	1,592.4	1,217.2
Intangible assets, net	259.8	126.5
Total assets	3,090.9	3,008.4
Current liabilities:
Current maturities of long-term debt and capital lease obligations	17.9	45.2
Accounts payable	44.5	50.5
Accrued expenses and other current liabilities	253.0	198.0
Accrued payroll and payroll-related expenses	63.1	85.7
Short-term deferred revenues	122.1	169.0
Total current liabilities	500.6	548.4
Long-term debt and capital lease obligations	2,673.6	2,575.5
Long-term deferred revenues	68.6	110.4
Deferred income taxes	85.6	56.7
Other liabilities	62.1	64.7
Total liabilities	3,390.5	3,355.7
Stockholders' Deficit:
Preferred stock, $0.01 par value: Authorized, 50.0 shares; issued and outstanding, none	0.0	0.0
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 160.3 and 160.3 shares, respectively; outstanding, 128.8 and 130.1 shares, respectively	1.6	1.6
Additional paid-in-capital	654.6	679.8
Retained earnings	933.6	753.0
Treasury stock, at cost: 31.6 and 30.2 shares, respectively	(1,909.6)	(1,810.7)
Accumulated other comprehensive income	5.1	11.5
Total CDK stockholders' deficit	(314.7)	(364.8)
Noncontrolling interest	15.1	17.5
Total stockholder's deficit	(299.6)	(347.3)
Total liabilities and stockholders' deficit	$ 3,090.9	$ 3,008.4

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2018	Jun. 30, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 5.3	$ 7.4
Preferred stock, par value (in usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000.0	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized	650,000,000.0	650,000,000
Common stock, shares issued	160,300,000	160,300,000
Common stock, shares outstanding	128,800,000	130,100,000
Treasury stock shares	31,600,000	30,200,000

XML

Condensed Consolidated and Combined Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows from Operating Activities:
Net earnings	$ 92.3	$ 83.1
Adjustments to reconcile net earnings to cash flows provided by operating activities:
Depreciation and amortization	19.7	19.5
Deferred income taxes	7.8	2.3
Stock-based compensation expense	3.3	8.1
Other	1.4	1.5
Changes in operating assets and liabilities, net of effect from acquisitions of businesses:
Decrease (increase) in accounts receivable	12.2	(1.8)
Decrease in other assets	13.0	19.8
Decrease in accounts payable	(9.5)	(3.8)
Decrease in accrued expenses and other liabilities	(0.2)	(0.9)
Net cash flows provided by operating activities	140.0	127.8
Cash Flows from Investing Activities:
Capital expenditures	(8.8)	(10.3)
Capitalized software	(10.1)	(9.6)
Acquisitions of businesses, net of cash acquired	(513.2)	0.0
Contributions to investments	10.0	0.0
Proceeds from investments	0.0	0.8
Net cash flows used in investing activities	(542.1)	(19.1)
Cash Flows from Financing Activities:
Proceeds from long-term debt	860.0	0.0
Repayments of long-term debt and capital lease obligations	(792.3)	(11.6)
Dividends paid to stockholders	(19.3)	(19.7)
Repurchases of common stock	(114.1)	(14.6)
Proceeds from exercises of stock options	1.0	2.6
Withholding tax payments for stock-based compensation awards	(14.9)	(8.5)
Dividend payments to noncontrolling owners	(4.4)	0.0
Payments of deferred financing costs	(4.4)	(0.4)
Acquisition-related payments	(1.1)	(0.9)
Net cash flows used in financing activities	(89.5)	(53.1)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(3.5)	6.9
Net change in cash, cash equivalents, and restricted cash	(495.1)	62.5
Cash,cash equivalents, and restricted cash, beginning of period	817.1	734.0
Cash, cash equivalents, and restricted cash end of period	322.0	796.5
Total cash, cash equivalents, and restricted cash	817.1	734.0
Cash paid for:
Income taxes and foreign withholding taxes, net of refunds	11.8	8.7
Interest	$ 6.8	$ 6.5

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Condensed Consolidated Statement of (Deficit) Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Paid-in-Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income	Total CDK Stockholders' Deficit	Non-controlling Interest
Common Stock, Dividends, Per Share, Declared	$ 0.140
Stockholders' equity, beginning balance at Jun. 30, 2017	$ (56.8)	$ 1.6	$ 608.6	$ 452.7	$ (1,144.7)	$ 8.0	$ (73.8)	$ 17.0
Common stock, shares issued, beginning balance at Jun. 30, 2017		160.3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	83.1			81.3			81.3	1.8
Foreign currency translation adjustments	14.2					14.2	14.2
Stock-based compensation expense and related dividend equivalents	6.8		6.9	(0.1)			6.8
Common stock issued for the exercise and vesting of stock-based compensation awards, net	(5.9)		(17.6)		11.7		(5.9)
Dividends paid to stockholders	(19.7)			(19.7)			(19.7)
Repurchases of common stock	(14.6)		66.9		(81.5)		(14.6)
Common stock, shares issued, end balance at Sep. 30, 2017		160.3
Stockholders' equity, ending balance at Sep. 30, 2017	$ 7.1	$ 1.6	664.8	514.2	(1,214.5)	22.2	(11.7)	18.8
Common Stock, Dividends, Per Share, Declared	$ 0.150
Stockholders' equity, beginning balance at Jun. 30, 2018	$ (347.3)	$ 1.6	679.8	753.0	(1,810.7)	11.5	(364.8)	17.5
Common stock, shares issued, beginning balance at Jun. 30, 2018	160.3	160.3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	$ 92.3			90.3			90.3	2.0
Foreign currency translation adjustments	(6.0)					(6.0)	(6.0)
Stock-based compensation expense and related dividend equivalents	3.8		3.9	(0.1)			3.8
Common stock issued for the exercise and vesting of stock-based compensation awards, net	(13.9)		(29.1)		15.2		(13.9)
Dividends paid to stockholders	(19.3)			(19.3)			(19.3)
Repurchases of common stock	(114.1)				(114.1)		(114.1)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	(4.4)							(4.4)
Cumulative Effect on Retained Earnings, Net of Tax	$ 109.3			109.7		(0.4)	109.3
Common stock, shares issued, end balance at Sep. 30, 2018	160.3	160.3
Stockholders' equity, ending balance at Sep. 30, 2018	$ (299.6)	$ 1.6	$ 654.6	$ 933.6	$ (1,909.6)	$ 5.1	$ (314.7)	$ 15.1

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Basis of Presentation

3 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

A. Description of Business

CDK Global, Inc. (the "Company" or "CDK") enables end-to-end automotive commerce across the globe. For over 40 years, the Company has served automotive retailers and original equipment manufacturers ("OEMs") by providing innovative solutions that allow them to better connect, manage, analyze, and grow their businesses. The Company's solutions automate and integrate all parts of the buying process, including the advertising, acquisition, sale, financing, insuring, parts supply, repair, and maintenance of vehicles, in more than 100 countries around the world, for approximately 28,000 retail locations and most OEMs.

The Company is organized into two main operating groups. The Company's first operating group is CDK North America which is comprised of two reportable segments, Retail Solutions North America ("RSNA") and Advertising North America ("ANA"). The second operating group, which is also a reportable segment, is CDK International ("CDKI"). In addition, the Company has an Other segment, the primary components of which are corporate allocations and other expenses not recorded in the segment results. Refer to Note 15 for further information.

B. Basis of Preparation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect assets, liabilities, revenues, and expenses that are reported in the accompanying financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.

The accompanying condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. Interim financial results are not necessarily indicative of financial results for a full year. The financial statements in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2018.

Certain prior year amounts have been reclassified to conform to current year presentation. See the discussion in Note 3, New Accounting Pronouncements for the impact of adopting Accounting Standards Update ("ASU") 2016-18 on the presentation of changes in restricted cash in the statement of cash flows.

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Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Summary of significant accounting policies

Summary of Significant Accounting Policies

A. Revenue Recognition and Deferred Costs

Effective July 1, 2018, the Company adopted the Financial Accounting Standard Board (“FASB”) Accounting Standards Update ("ASU") 2014-09, “Revenue from Contracts with Customers,” and related ASUs ("ASC 606") using the modified retrospective approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period presented. Refer to Note 5, Revenue for the required disclosures related to the impact of adopting ASC 606 and a discussion of the Company's updated policy related to revenue recognition and deferred costs. Refer to Note 2, Summary of Significant Accounting Policies in the Company's Annual Report on Form 10-K for the Company's revenue recognition and deferred costs policies prior to adoption of ASC 606.

B. Funds Receivable and Funds Held for Clients and Client Fund Obligations

Funds receivable and funds held for clients represent amounts received or expected to be received from clients in advance of performing titling and registration services on behalf of those clients. These amounts are classified within other current assets on the condensed consolidated balance sheets. The total amount due to remit for titling and registration obligations with the department of motor vehicles is recorded to client fund obligations which is classified as accrued expenses and other current liabilities on the condensed consolidated balance sheets. Funds receivable was $30.1 million and $33.1 million, and funds held for clients was $9.2 million and $12.7 million as of September 30, 2018 and June 30, 2018,

respectively. Client fund obligation was $39.3 million and $45.8 million as of September 30, 2018 and June 30, 2018, respectively.

C. Internal Use Software and Computer Software to be Sold, Leased, or Otherwise Marketed

The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company’s policy also provides for the capitalization of certain payroll and payroll-related costs for employees who are directly associated with the internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance, and all other 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 five year life.

The Company's policy provides for the capitalization of certain costs of computer software to be sold, leased, or otherwise marketed. The Company's policy provides for the capitalization of all software production costs upon reaching technological feasibility for a specific product. Technological feasibility is attained when software products have a completed working model whose consistency with the overall product design has been confirmed by testing. Costs incurred prior to the establishment of technological feasibility are expensed as incurred. The establishment of technological feasibility requires judgment by management and in many instances is only attained a short time prior to the general release of the software. Maintenance-related costs are expensed as incurred.

Pursuant to this policy, the Company recognized expenses of $19.9 million and $38.0 million for the three months ended September 30, 2018 and 2017, respectively. These expenses were classified within cost of revenues on the condensed consolidated statements of operations. Additionally, we had cash flows used for qualifying capitalized software development cost of $10.1 million and $9.6 million for the three months ended September 30, 2018 and 2017, respectively.

D. Fair Value of Financial Instruments

The Company determines the fair value of financial instruments in accordance with accounting standards pertaining to fair value measurements. Such standards define fair value and establish a framework for measuring fair value in accordance with GAAP. Cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities are reflected in the condensed consolidated balance sheets at cost, which approximates fair value due to the short-term nature of these instruments. The carrying value of the Company's term loan facilities (as described in Note 9), including accrued interest, approximates fair value based on the Company's current estimated incremental borrowing rate for similar types of arrangements.

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New Accounting Pronouncements

3 Months Ended

Sep. 30, 2018

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other.” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will 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 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. The Company adopted this standard on July 1, 2018 with no impact on our condensed consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash.” ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2017. The Company adopted ASU 2016-18 retrospectively during the first quarter of fiscal year 2019, and as a result included restricted cash with cash and cash equivalents when reconciling the beginning of the period and end of the period total amounts presented on the Condensed Consolidated Statements of Cash Flows. Accordingly, the Condensed Consolidated Statement of Cash Flows has been revised to include restricted cash associated with funds held for clients as a component of cash, cash equivalents, and restricted cash.

As a result of the adoption, the Company adjusted the Condensed Consolidated Statements of Cash Flows from previously reported amounts as follows:

	Three Months Ended September 30, 2017
	Originally Reported		Adjustments due to ASU 2016-18		As Adjusted
Cash, cash equivalents, and restricted cash, beginning of period	$	726.1	$	7.9	$	734.0
Net cash flows provided by operating activities	127.8		—		127.8
Cash, cash equivalents, and restricted cash end of period	788.6		7.9		796.5

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230).” ASU 2016-15 addresses eight specific cash flow issues where there is diversity in practice in how these certain cash receipts and cash payments are presented and classified in the statements 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 did not have a material impact on the Company's condensed consolidated statements of cash flows.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” Refer to Note 5, Revenue, for the required disclosures related to the impact of adopting ASC 606.

Recently Issued Accounting Pronouncements    

In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," which aligns the accounting for implementation cost incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018-15 is effective for fiscal years, and interim periods beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2018-18 on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 requires that lessees recognize right-of-use assets and lease liabilities for any lease classified as either a finance or operating lease that is not considered short-term. The accounting applied by lessors is largely consistent with the existing lease standard. ASU 2016-02 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2018. The Company has obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While the Company is still evaluating the impact that ASU 2016-02 will have on the consolidated results of operations, financial condition, 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.The cumulative effects of the changes made to the consolidated July 1, 2018 balance sheet for the adoption of ASC 606 were as follows:

	Balance at June 30, 2018		Adjustments due to ASC 606			Balance at  July 1, 2018
Assets
Accounts receivable	$	374.6	$	2.6		$	377.2
Other current assets	188.3		(61.8		)	126.5
Other assets	165.5		112.8			278.3
Liabilities
Accrued expenses and other current liabilities	198.0		0.4			198.4
Short-term deferred revenues	169.0		(38.4		)	130.6
Long-term deferred revenues	110.4		(41.0		)	69.4
Deferred income taxes	56.7		23.2			79.9
Other liabilities	64.7		0.1			64.8
Stockholders' Deficit
Retained earnings	753.0		109.7			862.7
Accumulated other comprehensive income	11.5		(0.4		)	11.1

Impact on Consolidated Financial Statements

Adoption of ASC 606 had no impact to net cash (used in) or provided by operating, financing, or investing activities on the Company’s condensed consolidated statements of cash flows. The following tables summarize the effects of ASC 606 on selected unaudited line items within our condensed consolidated statement of operations and balance sheet:

	Three Months Ended September 30, 2018
	As Reported ASC 606	Impact of ASC 606		ASC 605
Revenues	554.5	(11.4	)	565.9
Cost of revenues	281.6	(8.6	)	290.2
Selling, general and administrative expenses	98.3	(0.3	)	98.6
Total expenses	397.1	(8.9	)	406.0
Operating earnings	157.4	(2.5	)	159.9

Earnings before income taxes	127.8		(2.5	)	130.3
Provision for income taxes	(35.5	)	0.7		(36.2	)
Net earnings	92.3		(1.8	)	94.1
Net earnings attributable to CDK	90.3		(1.8	)	92.1
Net earnings attributable to CDK per common share:
Basic	0.70		(0.01	)	0.71
Diluted	0.69		(0.02	)	0.71

	September 30, 2018
	As Reported ASC 606	Impact of ASC 606		ASC 605
Assets
Accounts receivable	383.6	(3.0	)	380.6
Other current assets	115.6	55.7		171.3
Other assets	285.5	(116.7	)	168.8
Liabilities
Accrued expenses and other current liabilities	253.0	(3.7	)	249.3
Short-term deferred revenues	122.1	32.3		154.4
Long-term deferred revenues	68.6	34.5		103.1
Deferred income taxes	85.6	(20.0	)	65.6
Other liabilities	62.1	(0.2	)	61.9
Stockholders' Deficit
Retained earnings	933.6	(107.9	)	825.7
Accumulated other comprehensive income	5.1	1.0		6.1

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Acquisitions

3 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquisitions

Acquisitions

Fiscal 2019 Acquisition

ELEAD1ONE

On September 14, 2018, the Company acquired the equity interests of ELEAD1ONE. ELEAD1ONE’s automotive customer relationship management ("CRM") software and call center solutions enable interaction between sales, service and marketing operations to provide dealers with an integrated customer acquisition and retention platform. The acquisition was made pursuant to an equity purchase agreement, which contains customary representations, warranties, covenants, and indemnities by the sellers and the Company. The Company acquired all of the outstanding stock of ELEAD1ONE for an initial cash purchase price of $513.2 million, net of cash acquired of $7.0 million.

The purchase price for this acquisition was provisionally allocated to the assets acquired and liabilities assumed based on their estimated fair values as follows:

Cash and cash equivalents	$	7.0
Accounts receivable	19.1
Other current assets	3.4
Property, plant and equipment	13.4
Intangible assets	130.3
Accrued expenses and other current liabilities	(18.7		)
Short-term deferred revenues	(6.5		)
Capital lease obligations	(6.1		)
Total identifiable net assets	141.9
Goodwill	378.3
Net assets acquired	$	520.2

The intangible assets acquired primarily relate to customer lists, software, and trademarks, which will be amortized over a weighted-average useful life of 12.3 years. The goodwill resulting from this acquisition reflects expected synergies resulting from adding ELEAD1ONE products and processes to the Company's products and processes. The acquired goodwill is allocated to the RSNA reportable segment. The acquired goodwill is deductible for tax purposes.

Given the timing of the acquisition, the fair value estimate of assets acquired and liabilities assumed are pending completion of multiple elements, including gathering further information about the identification and completeness of all assets acquired and liabilities assumed, the finalization of an independent appraisal and valuations of fair value of the assets acquired and liabilities assumed and final review by the Company's management. The fair values of assets acquired and liabilities assumed were based on a preliminary valuation analysis and are considered provisional. These estimates and assumptions are subject to change within the one-year measurement period if additional information, which existed as of the acquisition date, becomes known to the Company. Accordingly, there could be material adjustments to the consolidated financial statements, including changes in our depreciation and amortization expense related to the valuation of property, plant and equipment and intangible assets acquired and their respective useful lives among other adjustments.

In October 2018, CDK began exploring the possibility of selling the airplane acquired as part of the ELEAD1ONE acquisition. As a result of the activities, CDK concluded the airplane met the criteria for held for sale in the second quarter of fiscal year 2019, and a completed sale is expected before the end of fiscal year 2019. The purchase price allocation for the airplane will be adjusted to reflect the fair value of the airplane less estimated costs to sell.

The results of operations for ELEAD1ONE have been included in the condensed consolidated results of operations from the date of acquisition. The pro forma effects of this acquisition are not significant to the Company's reported results for any period presented. Accordingly, no pro forma financial statements have been presented herein.

In addition to the acquisition, the Company entered into a joint venture agreement with the sellers. Under the terms of the joint venture agreement, the Company contributed $10.0 million to the venture at the ELEAD1ONE acquisition closing and has an obligation to contribute an additional $10.0 million in the future based on defined milestones in the joint venture agreement

and will own 50% of the joint venture. The Company’s contributions are expected to fund the initial operations of the joint venture. The Company does not have an obligation to fund the operations of the joint venture beyond this initial commitment. Under ASC 810 "Consolidation," the joint venture was determined to be a variable interest entity ("VIE"); however, the Company is not the primary beneficiary. As such, the joint venture will be accounted for as an equity method investment. The initial $10.0 million contribution was recorded as an investment and is included on the condensed consolidated balance sheets within other assets. The Company has assessed the maximum exposure to loss related to the joint venture to be the $20.0 million contributed and committed to be contributed. The Company has assessed the risk of loss equal to its maximum exposure to be remote and, accordingly, the Company has not recognized a liability associated with any portion of the maximum exposure to loss.

For the three months ended September 30, 2018, the Company incurred $1.2 million of costs in connection with the ELEAD1ONE acquisition and integration-related activities that were included within selling, general and administrative expenses, respectively.

Fiscal 2018 Acquisitions

Progressus Media LLC

On April 3, 2018, the Company acquired the membership interests of Progressus Media LLC ("Progressus"), a specialty provider of mobile advertising solutions for dealerships, agencies, and automotive marketing companies. The acquisition was made pursuant to a membership interest purchase agreement, which contains customary representations, warranties, covenants, and indemnities by the sellers and the Company. The acquisition date fair value of the total consideration transferred was $22.2 million which consists primarily of an initial cash price of $16.2 million, net of cash acquired, the fair value of the holdback provision of $0.3 million and the fair value of contingent consideration of $5.7 million, which is payable upon achievement of certain milestones and metrics over a three year period ending on March 31, 2021. Prior to the acquisition, a CDK officer had an existing advisory relationship with Progressus which entitled the individual to a portion of the proceeds from a sale of Progressus under a unit appreciation rights agreement. At the time of closing, $0.5 million of the total consideration transferred by CDK was paid to the officer to settle Progressus’ obligation under the terms of the officer’s unit appreciation rights agreement.

The fair value of acquired intangibles assets and other net assets was $8.7 million and $2.2 million, respectively. The excess of the acquisition consideration over the estimated fair value of the acquired net assets of $11.3 million was allocated to goodwill. The acquired net assets and goodwill are included in the RSNA segment. The intangible assets will be amortized over a weighted-average useful life of approximately 9 years. The goodwill recognized from this acquisition reflects expected synergies resulting from direct ownership of the products and processes, allowing greater flexibility for future product development. The acquired goodwill is deductible for tax purposes. As of June 30, 2018, the Company recorded $1.6 million of accrued expenses and other current liabilities and $4.4 million of other liabilities for the holdback and contingent consideration. The contingent consideration payments will be classified as financing activities on the statement of cash flows as the payments will occur more than three months after the acquisition date.

Dashboard Dealership Enterprises    

On October 20, 2017, the Company acquired the outstanding stock of Dashboard Dealership Enterprises ("DDE"), a provider of executive reporting solutions for auto dealers. The acquisition was made pursuant to a stock purchase agreement, which contains customary representations, warranties, covenants, and indemnities by the sellers and the Company. The acquisition date fair value of total consideration to be transferred was $21.3 million, which consists primarily of an initial cash price of $12.8 million, the fair value of the holdback provision of $1.9 million, and the fair value of contingent consideration of $6.6 million, which is payable upon achievement of certain milestones and metrics if achieved by December 31, 2018. As of June 30, 2018, the Company recorded $7.6 million of accrued expenses and other current liabilities and $0.9 million of other liabilities for the holdback and contingent consideration.

The fair value of acquired intangibles assets and liabilities assumed, including deferred tax liabilities, was $3.9 million and $1.6 million, respectively. The excess of the acquisition consideration over the estimated fair value of the acquired assets of $19.0 million was allocated to goodwill. The acquired assets and goodwill are included in the RSNA segment. The intangible assets will be amortized over a weighted-average useful life of approximately 8 years. The goodwill recognized from this acquisition reflects expected synergies resulting from direct ownership of the products and processes, allowing greater flexibility for future product development. The acquired goodwill is not deductible for tax purposes.

The result of operations for Progresses and DDE have been included in the condensed consolidated results of operation from the date of acquisition. The pro forma effects of these acquisitions are not significant to the Company's reported results for any period presented. Accordingly, no pro forma financial statements have been presented herein.

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Revenue

3 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

A. Adoption of ASC 606, "Revenue from Contracts with Customers"

On July 1, 2018, the Company adopted ASC 606 applying the modified retrospective method to all contracts that were not completed as of July 1, 2018. For contracts that were modified before the effective date, the Company reflected the aggregate effect of all modifications when identifying performance obligations and allocating transaction price in accordance with the available practical expedient, which did not have a material effect on the adjustment to accumulated deficit. Results for reporting periods beginning after July 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period.

Upon adoption, recognition of revenue and costs for on-site licenses and installation was changed from recognition ratably over the software license term to recognition upon installation of the software. Additionally, the Company began deferring costs to obtain and costs to fulfill the contract which for the Company consists primarily of direct sales commissions and implementation costs for service arrangements. The cumulative effects of the changes made to the consolidated July 1, 2018 balance sheet for the adoption of ASC 606 were as follows:

	Balance at June 30, 2018		Adjustments due to ASC 606			Balance at  July 1, 2018
Assets
Accounts receivable	$	374.6	$	2.6		$	377.2
Other current assets	188.3		(61.8		)	126.5
Other assets	165.5		112.8			278.3
Liabilities
Accrued expenses and other current liabilities	198.0		0.4			198.4
Short-term deferred revenues	169.0		(38.4		)	130.6
Long-term deferred revenues	110.4		(41.0		)	69.4
Deferred income taxes	56.7		23.2			79.9
Other liabilities	64.7		0.1			64.8
Stockholders' Deficit
Retained earnings	753.0		109.7			862.7
Accumulated other comprehensive income	11.5		(0.4		)	11.1

Impact on Consolidated Financial Statements

Adoption of ASC 606 had no impact to net cash (used in) or provided by operating, financing, or investing activities on the Company’s condensed consolidated statements of cash flows. The following tables summarize the effects of ASC 606 on selected unaudited line items within our condensed consolidated statement of operations and balance sheet:

	Three Months Ended September 30, 2018
	As Reported ASC 606	Impact of ASC 606		ASC 605
Revenues	554.5	(11.4	)	565.9
Cost of revenues	281.6	(8.6	)	290.2
Selling, general and administrative expenses	98.3	(0.3	)	98.6
Total expenses	397.1	(8.9	)	406.0
Operating earnings	157.4	(2.5	)	159.9

Earnings before income taxes	127.8		(2.5	)	130.3
Provision for income taxes	(35.5	)	0.7		(36.2	)
Net earnings	92.3		(1.8	)	94.1
Net earnings attributable to CDK	90.3		(1.8	)	92.1
Net earnings attributable to CDK per common share:
Basic	0.70		(0.01	)	0.71
Diluted	0.69		(0.02	)	0.71

	September 30, 2018
	As Reported ASC 606	Impact of ASC 606		ASC 605
Assets
Accounts receivable	383.6	(3.0	)	380.6
Other current assets	115.6	55.7		171.3
Other assets	285.5	(116.7	)	168.8
Liabilities
Accrued expenses and other current liabilities	253.0	(3.7	)	249.3
Short-term deferred revenues	122.1	32.3		154.4
Long-term deferred revenues	68.6	34.5		103.1
Deferred income taxes	85.6	(20.0	)	65.6
Other liabilities	62.1	(0.2	)	61.9
Stockholders' Deficit
Retained earnings	933.6	(107.9	)	825.7
Accumulated other comprehensive income	5.1	1.0		6.1

B. Revenue Recognition

The Company determines the amount of revenue to be recognized through the following steps:

• Identification of the contract, or contracts, with a customer;

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligations in the contract; and

• Recognition of revenue when, or as, the Company satisfies the performance obligations.

The majority of the Company’s revenue is generated from contracts with multiple performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company is required to estimate the total consideration expected to be received from contracts with customers. In limited circumstances, the consideration expected to be received may be variable based on the specific terms of the contract.

The Company rarely licenses or sells products or services on a standalone basis. As such, the Company is required to develop its best estimate of standalone selling price of each distinct good or service as the basis for allocating the total transaction price. The primary method used to estimate standalone selling price is the adjusted market assessment approach, with some product categories using the expected cost plus a margin approach. When establishing standalone selling price, the Company considers various factors which may include geographic region, current market trends, customer class, its market share and position, its general pricing practices for bundled products and services, and recent contract sales data.

The Company applies significant judgment in order to identify and determine the number of performance obligations, estimate the total transaction price, determine the allocation of the transaction price to each identified performance obligation, and determine the appropriate method and timing of revenue recognition.

Taxes collected from customers and remitted to governmental authorities are presented on a net basis; that is, such taxes are excluded from revenues.

The Company generates revenues from the following five categories: subscription, on-site licenses and installation, digital advertising, transaction services, and other. The Company does not evaluate a contract for a significant financing component if payment is expected within one year or less from the transfer of the promised items to the customer.

Subscription. In the RSNA and CDKI segments, CDK provides software and technology solutions for automotive retailers and OEMs, which includes:

• Dealer Management Systems (“DMSs”) and layered applications, where the software is hosted and provided on a software-as-a-service (“SaaS”) basis;

• Interrelated services such as installation, initial training, and data updates;

• Ongoing maintenance and support related to on-site software;

• 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, that provides the customer continuous access to hardware owned by the Company.

SaaS and other hosted service arrangements, which allow the customer continuous access to the software over the contract period without taking possession, are provided on a subscription basis. The Company has concluded that under its SaaS and hosted service arrangements, the customer obtains access to the Company’s software which resides and is maintained on its managed servers. The customer does not obtain the right to take possession of the software. As such, the Company has concluded that its SaaS and hosted services arrangements do not include a software license. Furthermore, the Company has concluded that while the support and maintenance and hosting services are capable of being distinct performance obligations, the obligations are not distinct within the context of the contract. In addition, as the support and maintenance and hosting services are provided over the same period and have the same pattern of transfer of control, the support and maintenance and hosting services are combined and recognized as a single performance obligation. The Company may provide new customers with interrelated setup activities such as installation, initial training and data updates that the Company must undertake to fulfill the contract. These are considered fulfillment activities that do not transfer the service to the customer. In addition to the core DMS software application, the customer may also contract for layered applications, which are each considered a distinct performance obligation.

Revenues for SaaS and other hosted service arrangements, are recognized ratably over the duration of the contract. The Company has determined its obligation under these arrangements is to stand ready to perform the underlying services as required by the customer. The customer receives the benefit of the services and the Company has the right to payment as the services are performed. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract.

On-site licenses and installation. In the RSNA and CDKI segments, on-site software arrangements include a license of intellectual property as the customer has the contractual right to take possession of the software and the customer can either run the software on its own hardware or contract with another party unrelated to the Company to host the software. The customer receives the right to use the software license upon its installation for the term of the arrangement. As such, the Company has concluded that the software license is a distinct performance obligations and recognized the transaction price allocated to on-site software upon installation. The Company also provides maintenance and support of the software applications. Such maintenance and support services may include server and desktop support, bug fixes, and support resolving other issues a customer may encounter in utilizing the software. Revenue allocated to support and maintenance is generally recognized ratably over the contract period as customers simultaneously consume and receive benefits, given the support and maintenance comprise distinct performance obligations that are satisfied ratably over time. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract.

Advertising services. In the ANA segment, the Company receives revenues from the placement of internet advertising for automotive retailers and OEMs. Advertising contracts generally have a one year term and contain a single performance obligation recognized over time as the services are performed. The Company reports advertising revenues on a gross basis, that is, the amounts billed to our customers are recorded as revenues and amounts paid to publishers are recorded as cost of revenues. The Company provides a single optimized advertising service to its customers and controls the advertising, fulfills the advertising services, and establishes pricing.

Transaction revenues. The Company receives fees per transaction for providing auto retailers interfaces with third parties to process credit reports, vehicle registrations, and automotive equity mining. Transaction revenues are variable based on the volume of transactions processed. For these transaction revenues, the Company has a right to payment as the transactions are performed in an amount that corresponds directly with the value to the customer. As such, the Company

recognizes transaction revenues as the services are rendered and in the amount to which it has the right to invoice. Transaction revenues for credit report processing and automotive equity mining are recorded in revenues gross of costs incurred when the Company is substantively and contractually responsible for providing the service, software, and/or connectivity to the customer, and controls the specified good or service before it is transferred to the customer. The Company recognizes vehicle registration revenues net of the state registration fee when it is acting as an agent and does not control the related goods and services before they are transferred to the customer.

Other. The Company provides consulting and professional services, including mobile advertising and marketing campaign solutions, and sells hardware such as laser printers, networking and telephony equipment, and related items. Consulting and professional services are either billed on a time and materials basis or on a fixed monthly, quarterly or semi-annual basis based on the amount of services contracted. Revenue from these services are recorded when the Company’s obligation is satisfied. Where the Company’s obligation is to provide continuous services throughout the contract period and the customer receives the benefit of those services as they are performed, the Company recognizes these services revenues over time using a time-elapsed output method as the Company believes the passage of time faithfully depicts the transfer of services to its customers. Where the professional service represents a single performance obligation, the customer receives the benefit of the services only upon their completion, and the Company does not have the right to payment as the services are performed, such services revenue are recognized upon completion.

The Company often sells hardware bundled with maintenance services and has concluded that these bundles include two distinct performance obligations. The first performance obligation is to transfer the hardware product and the second performance obligation is to provide maintenance on the hardware and its embedded software. As such, the transaction price allocated to the sold hardware is recognized upon delivery at which point the customer is able to direct the use of, and obtain substantially all of the remaining benefits of the hardware. Upon delivery of the hardware, the Company generally has the right to payment, the customer has legal title, physical possession of, and control of the hardware. The transaction price allocated to the maintenance of hardware and its embedded software is recognized ratably over the duration of the contract as the customer simultaneously consumes and receives the benefit of this maintenance. The Company has determined its obligation under these arrangements is to stand ready to perform the underlying services as required by the customer. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract. Hardware maintenance is included in subscription revenues.

C. Disaggregation of Revenue

The following table presents segment revenues by revenue category:

	Three Months Ended September 30, 2018
	Retail Solutions North America		Advertising North America		CDK International		Total
Revenue:
Subscription	$	334.3	$	—	$	66.6	$	400.9
On-site license and installation	1.4		—		8.0		9.4
Transaction	41.0		—		—		41.0
Advertising	—		65.8		—		65.8
Other	33.4		—		4.0		37.4
Total revenue	$	410.1	$	65.8	$	78.6	$	554.5

D. Contract Balances

The Company receives payments from customers based upon contractual billing schedules. Payment terms can vary by contract but the period between invoicing and when payments are due is not significant. The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in unbilled receivables (included in accounts receivable), contract assets, or contract liabilities, (included in deferred revenue), on the Company’s condensed consolidated balance sheet. Unbilled receivables (included in accounts receivable) are recorded when the right to consideration becomes unconditional based only on the passage of time. Contract assets include amounts related to our contractual right to consideration for completed performance when the right to consideration is conditional. The Company records contract liabilities when cash payments are received or due in advance of performance.

The following table provides information about accounts receivables, contract assets, and contract liabilities from contracts with customers:

	September 30, 2018	July 1, 2018
Accounts receivable (including unbilled receivables)	383.6	377.2
Short-term contract assets (included in other current assets)	31.0	28.0
Long-term contract assets (included in other assets)	23.3	26.0
Short-term contract liabilities (included in short-term deferred revenues)	122.1	130.6
Long-term contract liabilities (included in long-term deferred revenues)	68.6	69.4

During the three months ended September 30, 2018, the Company recognized $122.4 million in revenue which was included in deferred revenue in the accompanying condensed consolidated balance sheet as of July 1, 2018. During the three months ended September 30, 2018, $113.3 million was invoiced and removed from contract assets in the accompanying condensed consolidated balance sheet as of July 1, 2018. The Company had no asset impairment charges related to contract assets in the period.

The Company may occasionally recognize an adjustment in revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the three months ended September 30, 2018, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, was not significant.

E. Remaining Performance Obligations

As of September 30, 2018, the Company had $2.9 billion of remaining performance obligations which represent contracted revenue that has not yet been recognized, including contracted revenue where the contracts original expected duration is one year or less. We expect to recognize approximately $840 million of the remaining performance obligation as revenue during the remainder of fiscal 2019, $820 million for the fiscal year ended June 30, 2020, $580 million for the fiscal year ended June 30, 2021, and $370 million for the fiscal year ended June 30, 2022. We expect to recognize the remaining $290 million as revenue thereafter. The remaining performance obligations exclude future transaction revenue where revenue is recognized as the services are rendered and in the amount to which the Company has the right to invoice.

F. Costs to Obtain and Fulfill a Contract

In connection with the adoption of ASC 606, the Company capitalizes certain contract acquisition costs consisting primarily of commissions incurred when contracts are signed. The Company does not capitalize commissions related to contracts with a duration of less than one year; such commissions are expensed within selling, general and administrative expenses when incurred. Costs to fulfill contracts are capitalized when such costs are direct, incremental, and related to transition or installation activities for hosted software solutions. Capitalized costs to fulfill primarily include travel and employee compensation and benefit related costs for the Company's implementation and training teams. Capitalized costs to obtain a contract and most costs to fulfill a contract are amortized over a period of five years which represents the expected period of benefit of these costs. In instances where the contract term is significantly less than five years, costs to fulfill are amortized over the contract term which the Company believes best reflects the period of benefit of these costs.

As of July 1, 2018, the company capitalized $193.4 million in contract acquisition and fulfillment costs. Management expects that incremental commission fees incurred as a result of obtaining contracts and fulfillment costs are recoverable and, therefore, the Company recognized a deferred cost asset in the amount of $194.8 million as of September 30, 2018. During the three months ended September 30, 2018, $19.5 million of cost amortization was recognized and there were no significant impairment losses.

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Restructuring

3 Months Ended

Sep. 30, 2018

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring

During the fiscal year ended June 30, 2015 ("fiscal 2015"), the Company initiated a business transformation plan intended to increase operating efficiency and improve the Company's cost structure within its global operations through its completion in fiscal 2019. The Company estimated cost to execute the plan through fiscal 2019 to be approximately $100.0 million.

Restructuring expenses associated with the business transformation plan included employee-related costs, which represent severance and other termination-related benefits calculated based on long-standing benefit practices and local statutory requirements, and contract termination costs, which include costs to terminate facility leases. The Company recognized $17.2 million and $6.5 million of restructuring expenses for the three months ended September 30, 2018 and 2017, respectively. Since the inception of the business transformation plan in the fourth quarter of fiscal 2015, the Company has recognized cumulative restructuring expenses of $79.1 million. Restructuring expenses are presented separately on the condensed consolidated statements of operations. Restructuring expenses are recorded in the Other segment, as these initiatives are predominantly centrally directed and are not included in internal measures of segment operating performance.

Accruals for restructuring expenses were included within accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2018 and June 30, 2018. The following table summarizes the activity for the restructuring accrual for the three months ended September 30, 2018:

	Employee-Related Costs			Contract Termination Costs			Total Costs
Balance as of June 30, 2018	$	4.4		$	0.8		$	5.2
Charges	17.2			—			17.2
Cash payments	(11.9		)	(0.1		)	(12.0		)
Balance as of September 30, 2018	$	9.7		$	0.7		$	10.4

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Earnings per Share

3 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Earnings per Share

Earnings per Share

The numerator for both basic and diluted earnings per share is net earnings attributable to CDK. The denominator for basic and diluted earnings per share is based upon the weighted-average number of shares of the Company's common stock outstanding during the reporting periods. Diluted earnings per share also reflects the dilutive effect of unexercised in-the-money stock options and unvested restricted stock.

Holders of certain stock-based compensation awards are eligible to receive dividends as described in Note 10. Net earnings allocated to participating securities were not significant for the three months ended September 30, 2018 and 2017.

The following table summarizes the components of basic and diluted earnings per share:

	Three Months Ended
	September 30,
	2018		2017
Net earnings attributable to CDK	$	90.3	$	81.3
Weighted-average shares outstanding:
Basic	129.6		140.1
Effect of employee stock options	0.3		0.4
Effect of employee restricted stock	0.5		0.9
Diluted	130.4		141.4
Basic earnings attributable to CDK per share	$	0.70	$	0.58
Diluted earnings attributable to CDK per share	$	0.69	$	0.57

The weighted-average number of shares outstanding used in the calculation of diluted earnings per share does not include the effect of the following anti-dilutive securities.

	Three Months Ended
	September 30,
	2018	2017
Stock-based awards	0.2	0.4

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Goodwill and Intangible Assets, Net

3 Months Ended

Sep. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Goodwill and Intangible Assets, Net

In first the quarter fiscal 2019, the Company revised segment reporting to reclassify the assets and liabilities and operating results of the April 2018 acquisition of Progressus Media LLC to the RSNA segment. The results were previously reported in the ANA segment. Goodwill has been restated as of June 30, 2018 to reflect the reclassification of the assets and liabilities for this acquisition.

Changes in goodwill for the three months ended September 30, 2018 were as follows:

	Retail Solutions North America		Advertising North America		CDK International			Total
Balance as of June 30, 2018	$	634.6	$	214.3	$	368.3		$	1,217.2
Additions (Note 4)	378.3		—		—			378.3
Currency translation adjustments	0.4		—		(3.5		)	(3.1		)
Balance as of September 30, 2018	$	1,013.3	$	214.3	$	364.8		$	1,592.4

The Company performs its annual impairment testing for goodwill balances as of April 1 each year; however, the Company may test for impairment between annual tests if an event occurs or circumstances change that indicate that the fair value of the reporting unit may fall below its carrying amount. During fiscal 2018, the ANA segment and reporting unit was at risk of failing step one of the goodwill impairment test. The impairment test indicated that the fair value of the reporting unit exceeded the carrying value by less than 10%. Declines in advertising revenue from certain OEM contracts and changes in revenue mix were the primary drivers of the decline in fair value. In the first quarter of fiscal 2019, ANA updated its estimates regarding operating results and growth rate due to continued changes to the business primarily related to certain OEM contracts. Therefore, the Company determined that the carrying amount of goodwill should be evaluated for impairment at September 30, 2018. The impairment test indicated that the fair value of the ANA reporting unit exceeds its carrying value by approximately 7% which is lower than the fourth quarter of fiscal 2018. No goodwill impairment was recorded. The valuation of the reporting unit requires significant judgment and is highly sensitive to underlying assumptions including forecasted revenue growth and operating earnings and discount rates. Further declines in advertising revenue or changes in advertising revenue mix could negatively impact the estimated fair value and result in an impairment for the reporting unit which could be material to consolidated earnings. Details on the fair value computation are included in our Annual Report on Form 10-K in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations.

Components of intangible assets, net were as follows:

	September 30, 2018							June 30, 2018
	Original Cost		Accumulated Amortization			Intangible Assets, net		Original Cost		Accumulated Amortization			Intangible Assets, net
Software	$	260.9	$	(129.6	)	$	131.3	$	208.6	$	(124.3	)	$	84.3
Customer lists	262.5		(144.2		)	118.3		181.3		(142.4		)	38.9
Trademarks	32.2		(24.7		)	7.5		25.0		(24.6		)	0.4
Other intangibles	6.3		(3.6		)	2.7		6.9		(4.0		)	2.9
	$	561.9	$	(302.1	)	$	259.8	$	421.8	$	(295.3	)	$	126.5

Other intangibles primarily consist of purchased rights, covenants, and patents (acquired directly or through acquisitions). All of the intangible assets have finite lives and, as such, are subject to amortization. The weighted-average remaining useful life of intangible assets is 8 years (5 years for software and software licenses, 12 years for customer lists, and 7 years for trademarks). Amortization of intangible assets was $7.1 million and $8.0 million for the three months ended September 30, 2018 and 2017, respectively.

Estimated amortization expenses of the Company's existing intangible assets as of September 30, 2018 were as follows:

	Amount
Nine months ending June 30, 2019	$	31.7
Twelve months ending June 30, 2020	46.0
Twelve months ending June 30, 2021	41.8
Twelve months ending June 30, 2022	34.0
Twelve months ending June 30, 2023	18.9
Twelve months ending June 30, 2024	15.1
Thereafter	72.3
	$	259.8

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Debt

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Debt

Debt

Debt was comprised of the following:

	September 30, 2018			June 30, 2018
Revolving credit facility	$	260.0		$	—
Three year term loan facility, due 2021	300.0			—
Five year term loan facility, due 2023	300.0			—
2019 term loan facility	—			203.1
2020 term loan facility	—			218.8
2021 term loan facility	—			370.0
3.30% senior notes, due 2019	250.0			250.0
4.50% senior notes, due 2024	500.0			500.0
5.875% senior notes, due 2026	500.0			500.0
4.875% senior notes, due 2027	600.0			600.0
Capital lease obligations	6.1			0.2
Unamortized debt financing costs	(24.6		)	(21.4		)
Total debt and capital lease obligations	2,691.5			2,620.7
Current maturities of long-term debt and capital lease obligations	17.9			45.2
Total long-term debt and capital lease obligations	$	2,673.6		$	2,575.5

Revolving Credit Facility

On August 17, 2018, the Company entered into a five-year senior unsecured revolving credit facility. The credit facility replaced the previous unsecured revolving credit facility agreement, which was undrawn as of June 30, 2018. The revolving credit facility provides up to $750.0 million of borrowing capacity and includes a sub-limit of up to $100.0 million for loans in Euro, Pound Sterling, and, if approved by the revolving lenders, other currencies. The Company drew $260.0 million of the $750.0 million as of September 30, 2018. In addition, 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 the increased revolving credit facility. Borrowings under the revolving credit facility are available for general corporate purposes. The revolving credit facility will mature on August 17, 2023, subject to no more than two one-year extensions if lenders holding a majority of the revolving commitments approve such extensions.

The revolving credit facility is unsecured and loans thereunder bear interest, at the Company's option, at (a) the rate at which deposits in the applicable currency are offered in the London interbank market plus margins varying from 1.250% to 2.375% per annum based on the Company's senior, unsecured non-credit-enhanced, long-term debt ratings from Standard & Poor's Ratings Group, Moody's Investors Services Inc., and Fitch Ratings (the "Ratings") or (b) solely in the case of U.S. dollar loans, (i) the highest of (A) the prime rate of Bank of America, N.A., (B) a rate equal to the average of the overnight federal

funds rate with a maturity of one day plus a margin of 0.500% per annum and (C) the rate at which dollar deposits are offered in the London interbank market for a one-month interest period plus 1.000% plus (ii) margins varying from 0.250% to 1.375% per annum based on the Ratings. The unused portion of the revolving credit facility is subject to commitment fees ranging from 0.150% to 0.350% per annum based on the Ratings. The interest rate per annum on the revolving credit facility as of September 30, 2018 was 3.795%.

Term Loan Facilities

On August 17, 2018, the Company entered into a term loan agreement which provided the Company with an aggregate of $600.0 million of term loans comprised of a $300.0 million term loan that will mature on August 17, 2021 (the "three year term loan facility") and a $300.0 million term loan that will mature on August 17, 2023 (the "five year term loan facility"). The aggregate principal amount of the three year term loan facility will be repayable in full on the maturity date. The five year term loan facility is subject to amortization in equal quarterly installments of 1.25% of the aggregate principal amount made on the closing date, with any unpaid principal amount to be due and payable on the maturity date. The three year term loan facility and the five year term loan facility are together referred to as the "term loan facilities."

The three year term loan facility bears interest (i) at the rate at which deposits in the applicable currency are offered in the London interbank market plus margins varying from 1.125% to 2.250% per annum based on the Company’s ratings or (ii) the highest of (X) 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, (Y) the prime rate of Bank of America, N.A. and (Z) the rate at which dollar deposits are offered in the London interbank market for a one-month interest period plus 1.000%, plus margins varying from 0.125% to 1.250% per annum based on the Ratings, and (b) with respect to the five year term loan facility (i) at the rate at which deposits in the applicable currency are offered in the London interbank market plus margins varying from 1.250% to 2.375% per annum based on the Company’s Ratings or (ii) the highest of (X) 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, (Y) the prime rate of Bank of America, N.A. and (Z) the rate at which dollar deposits are offered in the London interbank market for a one-month interest period, plus 1.000%, plus margins varying from 0.250% to 1.375% per annum based on the ratings. The interest rate per annum on the three year term loan facility and five year term loan facility as of September 30, 2018 was 3.75% and 3.88%, respectively.

On August 17, 2018, the Company voluntarily paid off all of the outstanding principal, interest and related fees using the proceeds of the term loan facilities and cash on hand, with respect to each of the two $250.0 million senior unsecured term loan facilities that mature on September 16, 2019 (the "2019 term loan facility") and December 14, 2020 (the "2020 term loan facility"), and the $400.0 million senior unsecured term loan facility that matures on December 9, 2021 (the "2021 term loan facility"). The interest rate per annum on the 2019, 2020, and 2021 term loan facilities was 3.85% as of June 30, 2018.

Restrictive Covenants and Other Matters

The revolving credit facility and the term loan facilities are together referred to as the "credit facilities." The credit facilities contain various covenants and restrictive provisions that limit the Company's subsidiaries' ability to incur additional indebtedness; the Company's ability to consolidate or merge with other entities; and the Company's subsidiaries' ability to incur liens, enter into sale and leaseback transactions, and enter into agreements restricting the ability of the Company's subsidiaries to pay dividends. If the Company fails to perform the obligations under these and other covenants, the revolving credit facility could be terminated and any outstanding borrowings, together with accrued interest, under the credit facilities could be declared immediately due and payable. The credit facilities also have, in addition to customary events of default, an event of default triggered by the acceleration of the maturity of any other indebtedness the Company may have in an aggregate principal amount in excess of $75.0 million.

The credit facilities also contain financial covenants that will provide that (i) the ratio of total consolidated indebtedness to consolidated EBITDA shall not exceed 3.75 to 1.00 and (ii) the ratio of consolidated EBITDA to consolidated interest expense shall be a minimum of 3.00 to 1.00.

Senior Notes

On October 14, 2014, the Company completed an offering of 3.30% unsecured senior notes with a $250.0 million aggregate principal amount due in 2019 (the "2019 notes") and 4.50% senior notes with a $500.0 million aggregate principal amount due in 2024 (the "2024 notes"). The issuance price 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 payment commenced 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 the credit ratings

assigned to any series of 2019 and 2024 notes by the rating agencies is downgraded (or subsequently upgraded). The 2019 notes will mature on October 15, 2019, and the 2024 notes will mature on October 15, 2024. The 2019 notes and 2024 notes are redeemable at the Company's option prior to September 15, 2019 for the 2019 notes and prior to July 15, 2024 for the 2024 notes at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the 2019 notes or 2024 notes to be redeemed, and (ii) the sum of the present value of the remaining scheduled payments (as defined in the agreement), plus in each case, accrued and unpaid interest thereon. Subsequent to September 15, 2019 and July 15, 2024, the redemption price for the 2019 notes and the 2024 notes, respectively, will equal 100% of the aggregate principal amount of the notes redeemed, plus accrued and unpaid interest thereon.

On June 18, 2018, the Company completed an offering of 5.875% unsecured senior notes with a $500.0 million aggregate principal amount due in 2026 (the "2026 notes"). The issuance price of the 2026 notes was equal to the stated value. Interest is payable semi-annually on June 15 and December 15 of each year, and payment will commence on December 15, 2018. The 2026 notes will mature on June 15, 2026. The 2026 notes are redeemable at the Company's option prior to June 15, 2021 in whole or in part at a redemption price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, plus the applicable "make-whole" premium. Subsequent to June 15, 2021, the Company may redeem the 2026 notes at a price equal to: (i) 102.938% of the aggregate principal amount of the 2026 notes redeemed prior to June 15, 2022; (ii) 101.958% of the aggregate principal amount of the notes redeemed on or after June 15, 2022 but prior to June 15, 2023; (iii) 100.979% of the aggregate principal amount of the 2026 notes redeemed on or after June 15, 2023 but prior to June 15, 2024; and (iv) 100.000% of the aggregate principal amount of the 2026 notes redeemed thereafter.

On May 15, 2017, the Company completed an offering of 4.875% unsecured senior notes with a $600.0 million aggregate principal amount due in 2027 (the "2027 notes," together with the 2024 notes, the 2019 notes, and the 2026 notes are the "senior 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 2027 notes will mature 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 to 100% 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 to June 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 the aggregate 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 principal amount 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 notes rank equally in right of payment with the Company's existing and future unsecured unsubordinated obligations, including the credit facilities. The senior notes contain covenants restricting the Company's ability to incur additional indebtedness secured by liens, engage in sale/leaseback transactions, and merge, consolidate, or transfer all or substantially all of the Company's assets.

The senior notes are also subject to a change of control provision whereby each holder of the senior notes has the right to require the Company to purchase all or a portion of such holder's senior notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest upon the occurrence of both a change of control and a decline in the rating of the senior notes.

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 to BB+ (Stable Outlook) from BBB- (Negative Outlook), respectively. The downgrades triggered interest rate adjustments for the 2019 and 2024 notes. Interest rates for the 2019 and 2024 notes increased to 3.80% from 3.30%, and to 5.00% from 4.50%, respectively, effective October 15, 2016.

Capital Lease Obligations

The Company has lease agreements for equipment, which are classified as capital lease obligations. The Company recognized the capital lease obligations and related leased equipment assets based on the present value of the minimum lease payments at lease inception.

Unamortized Debt Financing Costs

As of September 30, 2018 and June 30, 2018, gross debt issuance costs related to debt instruments were $34.0 million and $29.6 million, respectively. Accumulated amortization was $9.4 million and $8.2 million as of September 30, 2018 and

June 30, 2018, respectively. Debt financing costs are amortized over the terms of the related debt instruments to interest expense on the condensed consolidated statements of operations.

The Company's aggregate scheduled maturities of the long-term debt and capital lease obligations as of September 30, 2018 were as follows:

	Amount
Twelve months ending September 30, 2019	$	17.9
Twelve months ending September 30, 2020	266.7
Twelve months ending September 30, 2021	316.5
Twelve months ending September 30, 2022	15.0
Twelve months ending September 30, 2023	500.0
Thereafter	1,600.0
Total debt and capital lease obligations	2,716.1
Unamortized debt financing costs	(24.6		)
Total debt and capital lease obligations, net of unamortized debt financing costs	$	2,691.5

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Stock-Based Compensation

3 Months Ended

Sep. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Incentive Equity Awards Granted by the Company

The 2014 Omnibus Award Plan ("2014 Plan") provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, and performance compensation awards to employees, directors, officers, consultants, and advisors, and those of the Company's affiliates. The 2014 Plan provides for an aggregate of 12.0 million shares of the Company's common stock to be reserved for issuance and is effective for a period of ten years. The Company reissues treasury stock to satisfy issuances of common stock upon option exercise, equity vesting, or grants of time-based restricted stock.

On October 1, 2014, Automatic Data Processing, Inc. (“ADP”) distributed 100% of the common stock of the Company to the holders of record of Automatic Data Processing, Inc. (“ADP”) common stock as of September 24, 2014 (the "spin-off"). Prior to the spin-off, all employee equity awards (stock options and restricted stock) were granted by ADP. All subsequent awards, including all incentive equity awards converted from ADP awards, were granted under the 2014 Plan.

The Company recognizes stock-based compensation expense associated with employee equity awards in net earnings based on the fair value of the awards on the date of grant. The Company accounts for forfeitures as they occur. Stock-based compensation primarily consisted of the following for the three months ended September 30, 2018 and 2017:

Stock Options. Stock options are granted to employees at exercise prices equal to the fair market value of the Company's common stock on the date of grant. Stock options are issued under a graded vesting schedule and generally have a term of ten years. Compensation expense is measured based on the fair value of the stock option on the grant date and recognized over the requisite service period for each separately vesting portion of the stock option award. Upon termination 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 stock options are evaluated for forfeiture or modification, subject to the terms of the awards and Company policies.

Time-based restricted stock cannot be transferred during the vesting period. Compensation expense related to the issuance of time-based restricted stock is measured based on the fair value of the award on the grant date and recognized on a straight-line basis over the vesting period. Employees are eligible to receive cash dividends on the CDK shares awarded under the time-based restricted stock program during the restricted period.

Time-based restricted stock units are primarily settled in cash, for non-U.S. recipients, and may be settled in stock or cash for U.S. recipients at the discretion of the Company. Compensation expense related to the issuance of time-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. For grants made prior to September 6, 2018, no dividend equivalents are paid on units awarded during the restricted period. For grants made on or subsequent to September 6, 2018, U.S. recipients are credited with dividend equivalents on units awarded during the restricted period, and no dividend equivalents are paid or credited on units awarded to non-U.S. recipients during the restricted period.

Performance-Based Restricted Stock Units. Performance-based restricted stock units generally vest over a three-year performance period. Under these programs, the Company communicates "target awards" at the beginning of the performance period with possible payouts at the end of the performance period ranging from 0% to 260% of the "target awards" plus any dividend equivalents, as described below. Certain performance-based restricted stock units are further subject to adjustment (increase or decrease) based on a market condition defined as the total shareholder return of the Company's common stock compared to a peer group of companies.

Performance-based restricted stock units are settled in either cash or stock for employees whose home country is the U.S. at the discretion of the Company and are settled in cash for all other employees and cannot be transferred during the vesting period. Compensation expense related to the issuance of performance-based restricted stock units settled in cash is recorded over the vesting period, is initially based on the fair value of the award on the grant date, and is subsequently remeasured at each reporting date to the current stock value during the performance period, based upon the probability that the performance target will be met. Compensation expense related to the issuance of performance-based restricted stock units settled in stock is recorded over the vesting period based on the fair value of the award on the grant date. Prior to settlement, dividend equivalents are earned on "target awards" under the performance-based restricted stock unit program.

The following table represents stock-based compensation expense and the related income tax benefits for the three months ended September 30, 2018 and 2017, respectively:

	Three Months Ended
	September 30,
	2018		2017
Cost of revenues	$	0.5	$	1.1
Selling, general and administrative expenses	2.8		7.0
Total pre-tax stock-based compensation expense	$	3.3	$	8.1
Income tax benefit	$	0.8	$	2.8

Stock-based compensation expense for the three months ended September 30, 2018 consisted of $3.8 million of expense related to equity classified awards and $0.5 million of income related to liability classified awards. Stock-based compensation expense for the three months ended September 30, 2017 includes additional expense based on management's assessment that it was probable CDK's performance metrics for fiscal 2018 associated with performance-based restricted stock units would exceed target.

As of September 30, 2018, the total unrecognized compensation cost related to non-vested stock options, restricted stock units, and restricted stock awards was $1.4 million, $35.4 million, and $5 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 2.7 years, 2.1 years, and 1.3 years, respectively.

The activity related to the Company's incentive equity awards from June 30, 2018 to September 30, 2018 consisted of the following:

Stock Options

	Number of Options (in thousands)		Weighted Average Exercise Price (in dollars)
Options outstanding as of June 30, 2018	957		$	44.25
Options granted	—		—
Options exercised	(37	)	28.23
Options canceled	(2	)	43.54
Options outstanding as of September 30, 2018	918		$	44.89

Time-Based Restricted Stock and Time-Based Restricted Stock Units

	Number of Shares (in thousands)		Number of Units (in thousands)
Non-vested restricted units/shares as of June 30, 2018	379		142
Restricted shares/units granted	2		278
Restricted shares/units vested	(160	)	(42	)
Restricted shares/units forfeited	(33	)	(4	)
Non-vested restricted units/shares as of September 30, 2018	188		374

Performance-Based Restricted Stock Units

	Number of Units (in thousands)
Non-vested restricted units as of June 30, 2018	411
Restricted units granted	106
Dividend equivalents	—
Restricted units vested	(9	)
Restricted units forfeited	(19	)
Non-vested restricted units as of September 30, 2018	489

The Monte Carlo simulation model used to determine the grant date fair value of the three-year performance based restricted stock units granted in the three months ended September 30, 2018 used an expected volatility based on historical stock price volatility for the Company and the peer companies, the average of which was 20.40% and a risk-free interest rate of 2.68%. Because these awards earn dividend equivalents, the model did not assume an expected dividend yield.

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Income Taxes

3 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Reform Act") was enacted into law. The Tax Reform Act significantly revises the U.S. corporate income tax laws by, among other things, reducing the corporate income tax rate from 35.0% to 21.0% and implementing a modified territorial tax system that includes a one-time transition tax on accumulated undistributed foreign earnings. Other provisions included in the Tax Reform Act include the broadening of the executive compensation deduction limitation, a repeal of the domestic production activity deduction and several new international provisions. The modified territorial tax system includes a new anti-deferral provision, referred to as global intangible low taxed income (“GILTI”), which subjects certain foreign income to current U.S. tax.

The ultimate impact of the Tax Reform Act may differ from the Company’s estimates due to the issuance of additional regulatory guidance, the interpretation of the Tax Reform Act evolving over time and actions taken by the Company as a result of the Tax Reform Act.

Tax Matters Agreement

The Company and ADP entered into a tax matters agreement as part of the spin-off that governs the rights and obligations of both parties after the spin-off with respect to taxes for both pre and post spin-off periods. In accordance with the tax matters agreement, the Company recognized a net gain of $0.8 million in the three months ended September 30, 2017 in other income, net in the condensed consolidated statements of operations associated with an indemnification receivable from ADP for pre spin-off tax periods.

Valuation Allowance

The Company had valuation allowances of $21.0 million and $21.6 million as of September 30, 2018 and June 30, 2018, respectively, because the Company has 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 future taxable earnings. As of each reporting date, the Company’s management considers new evidence, both positive and negative, which could impact management’s view with regard to future realization of deferred tax assets. During the three months ended September 30, 2018, the valuation allowance balance was decreased primarily due to the utilization of loss carryforwards and the adoption of ASC 606.

Unrecognized Income Tax Benefits    

As of September 30, 2018 and June 30, 2018, the Company had unrecognized income tax benefits of $6.4 million and $6.2 million, respectively, of which $5.5 million and $5.3 million, respectively, would impact the effective tax rate if recognized. During the three months ended September 30, 2018, the Company increased its unrecognized income tax benefits related to current tax positions by $0.2 million based on information that indicates the extent to which certain tax positions are more likely than not of being sustained.

Provision for Income Taxes    

The effective tax rate for the three months ended September 30, 2018 and 2017 was 27.8% and 30.6%, respectively. The effective tax rate for the three months ended September 30, 2018 was favorably impacted by a lower federal statutory tax rate, offset by a $3.4 million deferred tax charge associated with executive compensation limitations. The effective tax rate for the three months ended September 30, 2018 and 2017 were favorably impacted by $1.9 million and $3.4 million of excess tax benefits, respectively.

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

The Company is subject to various claims and litigation in the normal course of business. When a loss is considered probable and reasonably estimable, the Company records a liability in the amount of its best estimate for the ultimate loss. There can be no assurance that these matters will be resolved in a manner that is not adverse to the Company.

In the normal course of business, the Company may enter into contracts in which it makes representations and warranties that relate to the performance of the Company’s services and products. The Company does not expect any material losses related to such representations and warranties.

Legal Proceedings

From time to time, the Company is involved in legal, regulatory, and arbitration proceedings concerning matters arising in connection with the conduct of its business activities. Such proceedings can be expensive and disruptive to normal business operations. When losses are considered probable and reasonably estimable, the Company records a liability in the amount of its best estimate for the ultimate loss. At this time, the Company is unable to reasonably estimate any reasonably possible loss or ranges of losses on the matters and proceedings described below for a variety of reasons, including, among others: (i) the proceedings being in the relatively early stages; (ii) uncertainty as to the outcome of pending or anticipated appeals, motions, counterclaims, or settlements; (iii) significant factual issues remain to be resolved; and (iv) the novel or uncertain nature of the legal issues presented.

Competition Matters

The Company is involved in multiple lawsuits that set forth allegations of anti-competitive agreements between the Company and The Reynolds and Reynolds Company ("Reynolds and Reynolds") relating to the manner in which the defendants control access to, and allow integration with, their respective DMSs. The Company has also received from the Federal Trade Commission ("FTC") a Civil Investigative Demand consisting of a request to produce documents relating to any agreement between the Company and Reynolds and Reynolds.

The following antitrust lawsuits have been transferred to, or filed as part of the U.S. District Court for the Northern District of Illinois for consolidated or coordinated for pretrial proceedings as part of a Multi-District Litigation proceeding (“MDL”). Currently, the parties to the MDL are engaged in preliminary proceedings and document discovery. Each of these lawsuits seeks, among other things, treble damages and injunctive relief.

• Motor Vehicle Software Corporation (“MVSC”) brought a suit against the Company, Reynolds and Reynolds, and Computerized Vehicle Registration (“CVR”), a majority owned joint venture of the Company. MVSC’s suit was originally filed in the U.S. District Court for the Central District of California on February 3, 2017. Defendants’ motions to dismiss MVSC’s second amended complaint was denied.

• Authenticom, Inc. brought a suit against CDK Global, LLC (the Company’s operating subsidiary), and Reynolds and Reynolds. Authenticom’s suit was originally filed in the U.S. District Court for the Western District of Wisconsin on May 1, 2017. Defendants’ motions to dismiss were granted in part, and dismissed in part.

• Teterboro Automall, Inc. d/b/a Teterboro Chrysler Dodge Jeep Ram (“Teterboro”) brought a putative class-action suit against CDK Global, LLC and Reynolds and Reynolds. Teterboro’s suit was originally filed in the U.S. District Court for the District of New Jersey on October 19, 2017. Since that time, several more putative class actions have been filed in a variety of Federal District Courts, with substantively similar allegations; all of them have been consolidated with the MDL proceeding. On June 4, 2018, a Consolidated Class Action Complaint was filed on behalf of a putative class made up of all dealerships in the United States that directly or indirectly purchase DMS or data integration services from CDK or Reynolds and Reynolds. The Company has moved to dismiss the complaint, or in the alternative, compel arbitration of certain of the cases while staying the remainder pending the outcome of those arbitration proceedings. On October 23, 2018, the putative Dealership Class Plaintiffs and Reynolds and Reynolds filed a Motion for Preliminary Approval of Settlement and for Conditional Certification of the Proposed Settlement Class. Reynolds concurrently withdrew its previously filed motion to compel arbitration of the Dealership class action (or, in the alternative, to dismiss) as moot.

• Cox Automotive, along with multiple subsidiaries (“Cox”), brought suit against CDK Global, LLC. Cox’s suit was originally filed in the U.S. District Court for the Western District of Wisconsin, on December 11, 2017. CDK Global, LLC has moved to dismiss Cox’s claims; that motion is currently under consideration by the court.

• Loop LLC d/b/a Autoloop (“Autoloop”) brought suit against CDK Global, LLC in the U.S. District Court for the Northern District of Illinois on April 9, 2018, but reserved its rights with respect to remand to the U.S. District Court for the Western District of Wisconsin at the conclusion of the MDL proceedings. On June 5, 2018, Autoloop amended its complaint as a putative class action on behalf of itself and all other similarly situated vendors. CDK Global, LLC has moved to dismiss Autoloop's claims; that motion is currently under consideration by the court.

The Company believes that these cases are without merit and intends to continue to contest the claims in these cases vigorously. Legal and 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 produce documents relating to any agreements between the Company and Reynolds and Reynolds. Subsequently, parallel requests have been received from certain states' Attorneys General. The Company is responding to the requests. The requests merely seek information, and no proceedings have been instituted. The Company believes there has not been any conduct by the Company or its current or former employees that would be actionable under the antitrust laws in connection with the agreements between ourselves and Reynolds and Reynolds or otherwise. At this time, the Company does not have sufficient information to predict the outcome of, or the cost of responding to or resolving these investigations.

Other Proceedings

The Company is otherwise involved from time to time in other proceedings not described above. Based on information available at this time, the Company believes that the resolution of these other matters currently pending will not individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition, or liquidity. The Company's view of these matters may change as the proceedings and events related thereto unfold.

Other Contingencies

The Company has provided approximately $25.3 million of guarantees as of September 30, 2018 in the form of surety bonds issued to support certain licenses and contracts which require a surety bond as a guarantee of performance of contractual obligations. In general, the Company would only be liable for the amount of these guarantees in the event the Company defaulted in performing the obligations under each contract, of which, the probability is remote.

The Company had a total of $1.9 million in letters of credit outstanding as of September 30, 2018 primarily in connection with insurance programs and our foreign subsidiaries.

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Accumulated Other Comprehensive Income ("AOCI")	3 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Accumulated Other Comprehensive Income (AOCI)	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 condensed consolidated balance sheets in CDK stockholders' (deficit) equity. The Company's other comprehensive income (loss) for the three months ended September 30, 2018 and 2017 and AOCI balances as of September 30, 2018 and June 30, 2018 were comprised solely of currency translation adjustments. Other comprehensive income (loss) was $(6.0) million and $14.2 million for the three months ended September 30, 2018 and 2017, respectively. The accumulated balances reported in AOCI on the condensed consolidated balance sheets for currency translation adjustments were $5.1 million and $11.5 million as of September 30, 2018 and June 30, 2018, respectively.

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Share Repurchase Transactions

3 Months Ended

Sep. 30, 2018

Equity [Abstract]

Share Repurchase Transactions

Share Repurchases

In January 2017, the Board of Directors authorized the Company to repurchase up to $2.0 billion of our common stock as part of a return of capital plan. Under the authorization, the Company may purchase its common stock in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The actual timing, number, and price of any shares to be repurchased is determined at management's discretion and depends on a number of factors, including the market price of the shares, general market and economic conditions, and other potential uses for free cash flow including, but not limited to, potential acquisitions.

The Company made open market repurchases of approximately 1.8 million shares of the Company's common stock during the three months ended September 30, 2018 for a total cost of $114.1 million.

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Interim Financial Data by Segment

3 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Interim Financial Data by Segment

Financial Data by Segment

The Company is organized into two main operating groups. The Company's first operating group is CDK North America which is comprised of two reportable segments, Retail Solutions North America and Advertising North America. The second operating group, which is also a reportable segment, is CDK International.

The primary components of the Other segment are corporate allocations and other expenses not recorded in the segment results, such as stock-based compensation expense, corporate costs, interest expense, costs attributable to the business transformation plan, results of our captive insurance company and certain unallocated expenses. Certain expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are recorded based on management responsibility.

In the first quarter of fiscal 2019, the Company revised segment reporting to reclassify the assets and liabilities and operating results of the April 2018 acquisition of Progressus Media LLC to the RSNA segment. The results were previously reported in the ANA segment.

Revenue by segment was as follows:

	Revenues
	Three Months Ended
	September 30,
	2018		2017
CDK North America:
Retail Solutions North America	$	410.1	$	401.6
Advertising North America	65.8		79.8
CDK International	78.6		84.3
Total	$	554.5	$	565.7

Earnings before Income Taxes by segment was as follows:

	Earnings before Income Taxes
	Three Months Ended
	September 30,
	2018			2017
CDK North America:
Retail Solutions North America	$	175.6		$	156.2
Advertising North America	6.2			10.6
CDK International	18.8			21.4
Other	(72.8		)	(68.4		)
Total	$	127.8		$	119.8

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Basis of Accounting

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect assets, liabilities, revenues, and expenses that are reported in the accompanying financial statements and footnotes thereto. Actual results may differ from those estimates and assumptions.

Revenue recognition

Revenue Recognition

The Company determines the amount of revenue to be recognized through the following steps:

• Identification of the contract, or contracts, with a customer;

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligations in the contract; and

• Recognition of revenue when, or as, the Company satisfies the performance obligations.

The majority of the Company’s revenue is generated from contracts with multiple performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company is required to estimate the total consideration expected to be received from contracts with customers. In limited circumstances, the consideration expected to be received may be variable based on the specific terms of the contract.

The Company rarely licenses or sells products or services on a standalone basis. As such, the Company is required to develop its best estimate of standalone selling price of each distinct good or service as the basis for allocating the total transaction price. The primary method used to estimate standalone selling price is the adjusted market assessment approach, with some product categories using the expected cost plus a margin approach. When establishing standalone selling price, the Company considers various factors which may include geographic region, current market trends, customer class, its market share and position, its general pricing practices for bundled products and services, and recent contract sales data.

The Company applies significant judgment in order to identify and determine the number of performance obligations, estimate the total transaction price, determine the allocation of the transaction price to each identified performance obligation, and determine the appropriate method and timing of revenue recognition.

Taxes collected from customers and remitted to governmental authorities are presented on a net basis; that is, such taxes are excluded from revenues.

The Company generates revenues from the following five categories: subscription, on-site licenses and installation, digital advertising, transaction services, and other. The Company does not evaluate a contract for a significant financing component if payment is expected within one year or less from the transfer of the promised items to the customer.

Subscription. In the RSNA and CDKI segments, CDK provides software and technology solutions for automotive retailers and OEMs, which includes:

• Dealer Management Systems (“DMSs”) and layered applications, where the software is hosted and provided on a software-as-a-service (“SaaS”) basis;

• Interrelated services such as installation, initial training, and data updates;

• Ongoing maintenance and support related to on-site software;

• 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, that provides the customer continuous access to hardware owned by the Company.

SaaS and other hosted service arrangements, which allow the customer continuous access to the software over the contract period without taking possession, are provided on a subscription basis. The Company has concluded that under its SaaS and hosted service arrangements, the customer obtains access to the Company’s software which resides and is maintained on its managed servers. The customer does not obtain the right to take possession of the software. As such, the Company has concluded that its SaaS and hosted services arrangements do not include a software license. Furthermore, the Company has concluded that while the support and maintenance and hosting services are capable of being distinct performance obligations, the obligations are not distinct within the context of the contract. In addition, as the support and maintenance and hosting services are provided over the same period and have the same pattern of transfer of control, the support and maintenance and hosting services are combined and recognized as a single performance obligation. The Company may provide new customers with interrelated setup activities such as installation, initial training and data updates that the Company must undertake to fulfill the contract. These are considered fulfillment activities that do not transfer the service to the customer. In addition to the core DMS software application, the customer may also contract for layered applications, which are each considered a distinct performance obligation.

Revenues for SaaS and other hosted service arrangements, are recognized ratably over the duration of the contract. The Company has determined its obligation under these arrangements is to stand ready to perform the underlying services as required by the customer. The customer receives the benefit of the services and the Company has the right to payment as the services are performed. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract.

On-site licenses and installation. In the RSNA and CDKI segments, on-site software arrangements include a license of intellectual property as the customer has the contractual right to take possession of the software and the customer can either run the software on its own hardware or contract with another party unrelated to the Company to host the software. The customer receives the right to use the software license upon its installation for the term of the arrangement. As such, the Company has concluded that the software license is a distinct performance obligations and recognized the transaction price allocated to on-site software upon installation. The Company also provides maintenance and support of the software applications. Such maintenance and support services may include server and desktop support, bug fixes, and support resolving other issues a customer may encounter in utilizing the software. Revenue allocated to support and maintenance is generally recognized ratably over the contract period as customers simultaneously consume and receive benefits, given the support and maintenance comprise distinct performance obligations that are satisfied ratably over time. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract.

Advertising services. In the ANA segment, the Company receives revenues from the placement of internet advertising for automotive retailers and OEMs. Advertising contracts generally have a one year term and contain a single performance obligation recognized over time as the services are performed. The Company reports advertising revenues on a gross basis, that is, the amounts billed to our customers are recorded as revenues and amounts paid to publishers are recorded as cost of revenues. The Company provides a single optimized advertising service to its customers and controls the advertising, fulfills the advertising services, and establishes pricing.

Transaction revenues. The Company receives fees per transaction for providing auto retailers interfaces with third parties to process credit reports, vehicle registrations, and automotive equity mining. Transaction revenues are variable based on the volume of transactions processed. For these transaction revenues, the Company has a right to payment as the transactions are performed in an amount that corresponds directly with the value to the customer. As such, the Company

recognizes transaction revenues as the services are rendered and in the amount to which it has the right to invoice. Transaction revenues for credit report processing and automotive equity mining are recorded in revenues gross of costs incurred when the Company is substantively and contractually responsible for providing the service, software, and/or connectivity to the customer, and controls the specified good or service before it is transferred to the customer. The Company recognizes vehicle registration revenues net of the state registration fee when it is acting as an agent and does not control the related goods and services before they are transferred to the customer.

Other. The Company provides consulting and professional services, including mobile advertising and marketing campaign solutions, and sells hardware such as laser printers, networking and telephony equipment, and related items. Consulting and professional services are either billed on a time and materials basis or on a fixed monthly, quarterly or semi-annual basis based on the amount of services contracted. Revenue from these services are recorded when the Company’s obligation is satisfied. Where the Company’s obligation is to provide continuous services throughout the contract period and the customer receives the benefit of those services as they are performed, the Company recognizes these services revenues over time using a time-elapsed output method as the Company believes the passage of time faithfully depicts the transfer of services to its customers. Where the professional service represents a single performance obligation, the customer receives the benefit of the services only upon their completion, and the Company does not have the right to payment as the services are performed, such services revenue are recognized upon completion.

The Company often sells hardware bundled with maintenance services and has concluded that these bundles include two distinct performance obligations. The first performance obligation is to transfer the hardware product and the second performance obligation is to provide maintenance on the hardware and its embedded software. As such, the transaction price allocated to the sold hardware is recognized upon delivery at which point the customer is able to direct the use of, and obtain substantially all of the remaining benefits of the hardware. Upon delivery of the hardware, the Company generally has the right to payment, the customer has legal title, physical possession of, and control of the hardware. The transaction price allocated to the maintenance of hardware and its embedded software is recognized ratably over the duration of the contract as the customer simultaneously consumes and receives the benefit of this maintenance. The Company has determined its obligation under these arrangements is to stand ready to perform the underlying services as required by the customer. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract. Hardware maintenance is included in subscription revenues.

Funds receivable and funds held for clients and client fund obligations

Funds receivable and funds held for clients represent amounts received or expected to be received from clients in advance of performing titling and registration services on behalf of those clients. These amounts are classified within other current assets on the condensed consolidated balance sheets. The total amount due to remit for titling and registration obligations with the department of motor vehicles is recorded to client fund obligations which is classified as accrued expenses and other current liabilities on the condensed consolidated balance sheets. Funds receivable was $30.1 million and $33.1 million, and funds held for clients was $9.2 million and $12.7 million as of September 30, 2018 and June 30, 2018, respectively. Client fund obligation was $39.3 million and $45.8 million as of September 30, 2018 and June 30, 2018, respectively.

Internal Use Software

The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company’s policy also provides for the capitalization of certain payroll and payroll-related costs for employees who are directly associated with the internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance, and all other 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 five year life.

Computer software to be sold, leased, or otherwise marketed

The Company's policy provides for the capitalization of certain costs of computer software to be sold, leased, or otherwise marketed. The Company's policy provides for the capitalization of all software production costs upon reaching technological feasibility for a specific product. Technological feasibility is attained when software products have a completed working model whose consistency with the overall product design has been confirmed by testing. Costs incurred prior to the establishment of technological feasibility are expensed as incurred. The establishment of technological feasibility requires judgment by management and in many instances is only attained a short time prior to the general release of the software. Maintenance-related costs are expensed as incurred.

Fair value of financial instruments

The Company determines the fair value of financial instruments in accordance with accounting standards pertaining to fair value measurements. Such standards define fair value and establish a framework for measuring fair value in accordance with GAAP. Cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities are reflected in the condensed consolidated balance sheets at cost, which approximates fair value due to the short-term nature of these instruments. The carrying value of the Company's term loan facilities (as described in Note 9), including accrued interest, approximates fair value based on the Company's current estimated incremental borrowing rate for similar types of arrangements. The approximate aggregate fair value of the Company's senior notes as of September 30, 2018 was $1,863.1 million based on quoted market prices for the same or similar instruments and the carrying value was $1,850.0 million. The term loan facilities and senior notes are considered Level 2 fair value measurements in the fair value hierarchy.

Recently Issued Accounting Pronouncement

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other.” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will 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 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. The Company adopted this standard on July 1, 2018 with no impact on our condensed consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash.” ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2017. The Company adopted ASU 2016-18 retrospectively during the first quarter of fiscal year 2019, and as a result included restricted cash with cash and cash equivalents when reconciling the beginning of the period and end of the period total amounts presented on the Condensed Consolidated Statements of Cash Flows. Accordingly, the Condensed Consolidated Statement of Cash Flows has been revised to include restricted cash associated with funds held for clients as a component of cash, cash equivalents, and restricted cash.

As a result of the adoption, the Company adjusted the Condensed Consolidated Statements of Cash Flows from previously reported amounts as follows:

	Three Months Ended September 30, 2017
	Originally Reported		Adjustments due to ASU 2016-18		As Adjusted
Cash, cash equivalents, and restricted cash, beginning of period	$	726.1	$	7.9	$	734.0
Net cash flows provided by operating activities	127.8		—		127.8
Cash, cash equivalents, and restricted cash end of period	788.6		7.9		796.5

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230).” ASU 2016-15 addresses eight specific cash flow issues where there is diversity in practice in how these certain cash receipts and cash payments are presented and classified in the statements 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 did not have a material impact on the Company's condensed consolidated statements of cash flows.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” Refer to Note 5, Revenue, for the required disclosures related to the impact of adopting ASC 606.

Recently Issued Accounting Pronouncements    

In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," which aligns the accounting for implementation cost incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018-15 is effective for fiscal years, and interim periods beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2018-18 on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 requires that lessees recognize right-of-use assets and lease liabilities for any lease classified as either a finance or operating lease that is not considered short-term. The accounting applied by lessors is largely consistent with the existing lease standard. ASU 2016-02 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2018. The Company has obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While the Company is still evaluating the impact that ASU 2016-02 will have on the consolidated results of operations, financial condition, 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.

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Revenue (Policies)

3 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

Revenue recognition

Revenue Recognition

The Company determines the amount of revenue to be recognized through the following steps:

• Identification of the contract, or contracts, with a customer;

• Identification of the performance obligations in the contract;

• Determination of the transaction price;

• Allocation of the transaction price to the performance obligations in the contract; and

• Recognition of revenue when, or as, the Company satisfies the performance obligations.

The majority of the Company’s revenue is generated from contracts with multiple performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company is required to estimate the total consideration expected to be received from contracts with customers. In limited circumstances, the consideration expected to be received may be variable based on the specific terms of the contract.

The Company rarely licenses or sells products or services on a standalone basis. As such, the Company is required to develop its best estimate of standalone selling price of each distinct good or service as the basis for allocating the total transaction price. The primary method used to estimate standalone selling price is the adjusted market assessment approach, with some product categories using the expected cost plus a margin approach. When establishing standalone selling price, the Company considers various factors which may include geographic region, current market trends, customer class, its market share and position, its general pricing practices for bundled products and services, and recent contract sales data.

The Company applies significant judgment in order to identify and determine the number of performance obligations, estimate the total transaction price, determine the allocation of the transaction price to each identified performance obligation, and determine the appropriate method and timing of revenue recognition.

Taxes collected from customers and remitted to governmental authorities are presented on a net basis; that is, such taxes are excluded from revenues.

The Company generates revenues from the following five categories: subscription, on-site licenses and installation, digital advertising, transaction services, and other. The Company does not evaluate a contract for a significant financing component if payment is expected within one year or less from the transfer of the promised items to the customer.

Subscription. In the RSNA and CDKI segments, CDK provides software and technology solutions for automotive retailers and OEMs, which includes:

• Dealer Management Systems (“DMSs”) and layered applications, where the software is hosted and provided on a software-as-a-service (“SaaS”) basis;

• Interrelated services such as installation, initial training, and data updates;

• Ongoing maintenance and support related to on-site software;

• 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, that provides the customer continuous access to hardware owned by the Company.

SaaS and other hosted service arrangements, which allow the customer continuous access to the software over the contract period without taking possession, are provided on a subscription basis. The Company has concluded that under its SaaS and hosted service arrangements, the customer obtains access to the Company’s software which resides and is maintained on its managed servers. The customer does not obtain the right to take possession of the software. As such, the Company has concluded that its SaaS and hosted services arrangements do not include a software license. Furthermore, the Company has concluded that while the support and maintenance and hosting services are capable of being distinct performance obligations, the obligations are not distinct within the context of the contract. In addition, as the support and maintenance and hosting services are provided over the same period and have the same pattern of transfer of control, the support and maintenance and hosting services are combined and recognized as a single performance obligation. The Company may provide new customers with interrelated setup activities such as installation, initial training and data updates that the Company must undertake to fulfill the contract. These are considered fulfillment activities that do not transfer the service to the customer. In addition to the core DMS software application, the customer may also contract for layered applications, which are each considered a distinct performance obligation.

Revenues for SaaS and other hosted service arrangements, are recognized ratably over the duration of the contract. The Company has determined its obligation under these arrangements is to stand ready to perform the underlying services as required by the customer. The customer receives the benefit of the services and the Company has the right to payment as the services are performed. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract.

On-site licenses and installation. In the RSNA and CDKI segments, on-site software arrangements include a license of intellectual property as the customer has the contractual right to take possession of the software and the customer can either run the software on its own hardware or contract with another party unrelated to the Company to host the software. The customer receives the right to use the software license upon its installation for the term of the arrangement. As such, the Company has concluded that the software license is a distinct performance obligations and recognized the transaction price allocated to on-site software upon installation. The Company also provides maintenance and support of the software applications. Such maintenance and support services may include server and desktop support, bug fixes, and support resolving other issues a customer may encounter in utilizing the software. Revenue allocated to support and maintenance is generally recognized ratably over the contract period as customers simultaneously consume and receive benefits, given the support and maintenance comprise distinct performance obligations that are satisfied ratably over time. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract.

Advertising services. In the ANA segment, the Company receives revenues from the placement of internet advertising for automotive retailers and OEMs. Advertising contracts generally have a one year term and contain a single performance obligation recognized over time as the services are performed. The Company reports advertising revenues on a gross basis, that is, the amounts billed to our customers are recorded as revenues and amounts paid to publishers are recorded as cost of revenues. The Company provides a single optimized advertising service to its customers and controls the advertising, fulfills the advertising services, and establishes pricing.

Transaction revenues. The Company receives fees per transaction for providing auto retailers interfaces with third parties to process credit reports, vehicle registrations, and automotive equity mining. Transaction revenues are variable based on the volume of transactions processed. For these transaction revenues, the Company has a right to payment as the transactions are performed in an amount that corresponds directly with the value to the customer. As such, the Company

recognizes transaction revenues as the services are rendered and in the amount to which it has the right to invoice. Transaction revenues for credit report processing and automotive equity mining are recorded in revenues gross of costs incurred when the Company is substantively and contractually responsible for providing the service, software, and/or connectivity to the customer, and controls the specified good or service before it is transferred to the customer. The Company recognizes vehicle registration revenues net of the state registration fee when it is acting as an agent and does not control the related goods and services before they are transferred to the customer.

Other. The Company provides consulting and professional services, including mobile advertising and marketing campaign solutions, and sells hardware such as laser printers, networking and telephony equipment, and related items. Consulting and professional services are either billed on a time and materials basis or on a fixed monthly, quarterly or semi-annual basis based on the amount of services contracted. Revenue from these services are recorded when the Company’s obligation is satisfied. Where the Company’s obligation is to provide continuous services throughout the contract period and the customer receives the benefit of those services as they are performed, the Company recognizes these services revenues over time using a time-elapsed output method as the Company believes the passage of time faithfully depicts the transfer of services to its customers. Where the professional service represents a single performance obligation, the customer receives the benefit of the services only upon their completion, and the Company does not have the right to payment as the services are performed, such services revenue are recognized upon completion.

The Company often sells hardware bundled with maintenance services and has concluded that these bundles include two distinct performance obligations. The first performance obligation is to transfer the hardware product and the second performance obligation is to provide maintenance on the hardware and its embedded software. As such, the transaction price allocated to the sold hardware is recognized upon delivery at which point the customer is able to direct the use of, and obtain substantially all of the remaining benefits of the hardware. Upon delivery of the hardware, the Company generally has the right to payment, the customer has legal title, physical possession of, and control of the hardware. The transaction price allocated to the maintenance of hardware and its embedded software is recognized ratably over the duration of the contract as the customer simultaneously consumes and receives the benefit of this maintenance. The Company has determined its obligation under these arrangements is to stand ready to perform the underlying services as required by the customer. A time-elapsed output method is used to measure progress as the Company transfers control evenly over the duration of the contract. Hardware maintenance is included in subscription revenues.

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New Accounting Pronouncements (Tables)

3 Months Ended

Sep. 30, 2018

Accounting Changes and Error Corrections [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

As a result of the adoption, the Company adjusted the Condensed Consolidated Statements of Cash Flows from previously reported amounts as follows:

	Three Months Ended September 30, 2017
	Originally Reported		Adjustments due to ASU 2016-18		As Adjusted
Cash, cash equivalents, and restricted cash, beginning of period	$	726.1	$	7.9	$	734.0
Net cash flows provided by operating activities	127.8		—		127.8
Cash, cash equivalents, and restricted cash end of period	788.6		7.9		796.5

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Acquisitions (Tables)

3 Months Ended

Sep. 30, 2018

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The purchase price for this acquisition was provisionally allocated to the assets acquired and liabilities assumed based on their estimated fair values as follows:

Cash and cash equivalents	$	7.0
Accounts receivable	19.1
Other current assets	3.4
Property, plant and equipment	13.4
Intangible assets	130.3
Accrued expenses and other current liabilities	(18.7		)
Short-term deferred revenues	(6.5		)
Capital lease obligations	(6.1		)
Total identifiable net assets	141.9
Goodwill	378.3
Net assets acquired	$	520.2

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Revenue (Tables)

3 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other.” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will 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 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. The Company adopted this standard on July 1, 2018 with no impact on our condensed consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash.” ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2017. The Company adopted ASU 2016-18 retrospectively during the first quarter of fiscal year 2019, and as a result included restricted cash with cash and cash equivalents when reconciling the beginning of the period and end of the period total amounts presented on the Condensed Consolidated Statements of Cash Flows. Accordingly, the Condensed Consolidated Statement of Cash Flows has been revised to include restricted cash associated with funds held for clients as a component of cash, cash equivalents, and restricted cash.

As a result of the adoption, the Company adjusted the Condensed Consolidated Statements of Cash Flows from previously reported amounts as follows:

	Three Months Ended September 30, 2017
	Originally Reported		Adjustments due to ASU 2016-18		As Adjusted
Cash, cash equivalents, and restricted cash, beginning of period	$	726.1	$	7.9	$	734.0
Net cash flows provided by operating activities	127.8		—		127.8
Cash, cash equivalents, and restricted cash end of period	788.6		7.9		796.5

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (Topic 230).” ASU 2016-15 addresses eight specific cash flow issues where there is diversity in practice in how these certain cash receipts and cash payments are presented and classified in the statements 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 did not have a material impact on the Company's condensed consolidated statements of cash flows.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” Refer to Note 5, Revenue, for the required disclosures related to the impact of adopting ASC 606.

Recently Issued Accounting Pronouncements    

In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," which aligns the accounting for implementation cost incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset. ASU 2018-15 is effective for fiscal years, and interim periods beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2018-18 on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 requires that lessees recognize right-of-use assets and lease liabilities for any lease classified as either a finance or operating lease that is not considered short-term. The accounting applied by lessors is largely consistent with the existing lease standard. ASU 2016-02 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2018. The Company has obligations under lease agreements for facilities and equipment, which are classified as operating leases under the existing lease standard. While the Company is still evaluating the impact that ASU 2016-02 will have on the consolidated results of operations, financial condition, 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.The cumulative effects of the changes made to the consolidated July 1, 2018 balance sheet for the adoption of ASC 606 were as follows:

	Balance at June 30, 2018		Adjustments due to ASC 606			Balance at  July 1, 2018
Assets
Accounts receivable	$	374.6	$	2.6		$	377.2
Other current assets	188.3		(61.8		)	126.5
Other assets	165.5		112.8			278.3
Liabilities
Accrued expenses and other current liabilities	198.0		0.4			198.4
Short-term deferred revenues	169.0		(38.4		)	130.6
Long-term deferred revenues	110.4		(41.0		)	69.4
Deferred income taxes	56.7		23.2			79.9
Other liabilities	64.7		0.1			64.8
Stockholders' Deficit
Retained earnings	753.0		109.7			862.7
Accumulated other comprehensive income	11.5		(0.4		)	11.1

Impact on Consolidated Financial Statements

Adoption of ASC 606 had no impact to net cash (used in) or provided by operating, financing, or investing activities on the Company’s condensed consolidated statements of cash flows. The following tables summarize the effects of ASC 606 on selected unaudited line items within our condensed consolidated statement of operations and balance sheet:

	Three Months Ended September 30, 2018
	As Reported ASC 606	Impact of ASC 606		ASC 605
Revenues	554.5	(11.4	)	565.9
Cost of revenues	281.6	(8.6	)	290.2
Selling, general and administrative expenses	98.3	(0.3	)	98.6
Total expenses	397.1	(8.9	)	406.0
Operating earnings	157.4	(2.5	)	159.9

Earnings before income taxes	127.8		(2.5	)	130.3
Provision for income taxes	(35.5	)	0.7		(36.2	)
Net earnings	92.3		(1.8	)	94.1
Net earnings attributable to CDK	90.3		(1.8	)	92.1
Net earnings attributable to CDK per common share:
Basic	0.70		(0.01	)	0.71
Diluted	0.69		(0.02	)	0.71

	September 30, 2018
	As Reported ASC 606	Impact of ASC 606		ASC 605
Assets
Accounts receivable	383.6	(3.0	)	380.6
Other current assets	115.6	55.7		171.3
Other assets	285.5	(116.7	)	168.8
Liabilities
Accrued expenses and other current liabilities	253.0	(3.7	)	249.3
Short-term deferred revenues	122.1	32.3		154.4
Long-term deferred revenues	68.6	34.5		103.1
Deferred income taxes	85.6	(20.0	)	65.6
Other liabilities	62.1	(0.2	)	61.9
Stockholders' Deficit
Retained earnings	933.6	(107.9	)	825.7
Accumulated other comprehensive income	5.1	1.0		6.1

Disaggregation of Revenue

The following table presents segment revenues by revenue category:

	Three Months Ended September 30, 2018
	Retail Solutions North America		Advertising North America		CDK International		Total
Revenue:
Subscription	$	334.3	$	—	$	66.6	$	400.9
On-site license and installation	1.4		—		8.0		9.4
Transaction	41.0		—		—		41.0
Advertising	—		65.8		—		65.8
Other	33.4		—		4.0		37.4
Total revenue	$	410.1	$	65.8	$	78.6	$	554.5

Contract with Customer, Asset and Liability

The following table provides information about accounts receivables, contract assets, and contract liabilities from contracts with customers:

	September 30, 2018	July 1, 2018
Accounts receivable (including unbilled receivables)	383.6	377.2
Short-term contract assets (included in other current assets)	31.0	28.0
Long-term contract assets (included in other assets)	23.3	26.0
Short-term contract liabilities (included in short-term deferred revenues)	122.1	130.6
Long-term contract liabilities (included in long-term deferred revenues)	68.6	69.4

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Restructuring (Tables)

3 Months Ended

Sep. 30, 2018

Restructuring and Related Activities [Abstract]

Activity for Restructuring Expenses and Related Accruals

The following table summarizes the activity for the restructuring accrual for the three months ended September 30, 2018:

	Employee-Related Costs			Contract Termination Costs			Total Costs
Balance as of June 30, 2018	$	4.4		$	0.8		$	5.2
Charges	17.2			—			17.2
Cash payments	(11.9		)	(0.1		)	(12.0		)
Balance as of September 30, 2018	$	9.7		$	0.7		$	10.4

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Earnings per Share (Tables)

3 Months Ended

Sep. 30, 2018

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table summarizes the components of basic and diluted earnings per share:

	Three Months Ended
	September 30,
	2018		2017
Net earnings attributable to CDK	$	90.3	$	81.3
Weighted-average shares outstanding:
Basic	129.6		140.1
Effect of employee stock options	0.3		0.4
Effect of employee restricted stock	0.5		0.9
Diluted	130.4		141.4
Basic earnings attributable to CDK per share	$	0.70	$	0.58
Diluted earnings attributable to CDK per share	$	0.69	$	0.57

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share

The weighted-average number of shares outstanding used in the calculation of diluted earnings per share does not include the effect of the following anti-dilutive securities.

	Three Months Ended
	September 30,
	2018	2017
Stock-based awards	0.2	0.4

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Goodwill and Intangible Assets, Net (Tables)

3 Months Ended

Sep. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in Goodwill

Changes in goodwill for the three months ended September 30, 2018 were as follows:

	Retail Solutions North America		Advertising North America		CDK International			Total
Balance as of June 30, 2018	$	634.6	$	214.3	$	368.3		$	1,217.2
Additions (Note 4)	378.3		—		—			378.3
Currency translation adjustments	0.4		—		(3.5		)	(3.1		)
Balance as of September 30, 2018	$	1,013.3	$	214.3	$	364.8		$	1,592.4

Components of Intangible Assets, Net

Components of intangible assets, net were as follows:

	September 30, 2018							June 30, 2018
	Original Cost		Accumulated Amortization			Intangible Assets, net		Original Cost		Accumulated Amortization			Intangible Assets, net
Software	$	260.9	$	(129.6	)	$	131.3	$	208.6	$	(124.3	)	$	84.3
Customer lists	262.5		(144.2		)	118.3		181.3		(142.4		)	38.9
Trademarks	32.2		(24.7		)	7.5		25.0		(24.6		)	0.4
Other intangibles	6.3		(3.6		)	2.7		6.9		(4.0		)	2.9
	$	561.9	$	(302.1	)	$	259.8	$	421.8	$	(295.3	)	$	126.5

Estimated Amortization Expenses of the Company's Existing Intangible Assets

Estimated amortization expenses of the Company's existing intangible assets as of September 30, 2018 were as follows:

	Amount
Nine months ending June 30, 2019	$	31.7
Twelve months ending June 30, 2020	46.0
Twelve months ending June 30, 2021	41.8
Twelve months ending June 30, 2022	34.0
Twelve months ending June 30, 2023	18.9
Twelve months ending June 30, 2024	15.1
Thereafter	72.3
	$	259.8

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Debt (Tables)

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule of Debt

Debt was comprised of the following:

	September 30, 2018			June 30, 2018
Revolving credit facility	$	260.0		$	—
Three year term loan facility, due 2021	300.0			—
Five year term loan facility, due 2023	300.0			—
2019 term loan facility	—			203.1
2020 term loan facility	—			218.8
2021 term loan facility	—			370.0
3.30% senior notes, due 2019	250.0			250.0
4.50% senior notes, due 2024	500.0			500.0
5.875% senior notes, due 2026	500.0			500.0
4.875% senior notes, due 2027	600.0			600.0
Capital lease obligations	6.1			0.2
Unamortized debt financing costs	(24.6		)	(21.4		)
Total debt and capital lease obligations	2,691.5			2,620.7
Current maturities of long-term debt and capital lease obligations	17.9			45.2
Total long-term debt and capital lease obligations	$	2,673.6		$	2,575.5

Aggregate Scheduled Maturities of Long-term Debt

The Company's aggregate scheduled maturities of the long-term debt and capital lease obligations as of September 30, 2018 were as follows:

	Amount
Twelve months ending September 30, 2019	$	17.9
Twelve months ending September 30, 2020	266.7
Twelve months ending September 30, 2021	316.5
Twelve months ending September 30, 2022	15.0
Twelve months ending September 30, 2023	500.0
Thereafter	1,600.0
Total debt and capital lease obligations	2,716.1
Unamortized debt financing costs	(24.6		)
Total debt and capital lease obligations, net of unamortized debt financing costs	$	2,691.5

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Stock-Based Compensation (Tables)

3 Months Ended

Sep. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation Expense and Related Income Tax Benefits

The following table represents stock-based compensation expense and the related income tax benefits for the three months ended September 30, 2018 and 2017, respectively:

	Three Months Ended
	September 30,
	2018		2017
Cost of revenues	$	0.5	$	1.1
Selling, general and administrative expenses	2.8		7.0
Total pre-tax stock-based compensation expense	$	3.3	$	8.1
Income tax benefit	$	0.8	$	2.8

Activity Related to the Company's Incentive Equity Awards

The activity related to the Company's incentive equity awards from June 30, 2018 to September 30, 2018 consisted of the following:

Stock Options

	Number of Options (in thousands)		Weighted Average Exercise Price (in dollars)
Options outstanding as of June 30, 2018	957		$	44.25
Options granted	—		—
Options exercised	(37	)	28.23
Options canceled	(2	)	43.54
Options outstanding as of September 30, 2018	918		$	44.89

Time-Based Restricted Stock and Time-Based Restricted Stock Units

	Number of Shares (in thousands)		Number of Units (in thousands)
Non-vested restricted units/shares as of June 30, 2018	379		142
Restricted shares/units granted	2		278
Restricted shares/units vested	(160	)	(42	)
Restricted shares/units forfeited	(33	)	(4	)
Non-vested restricted units/shares as of September 30, 2018	188		374

Performance-Based Restricted Stock Units

	Number of Units (in thousands)
Non-vested restricted units as of June 30, 2018	411
Restricted units granted	106
Dividend equivalents	—
Restricted units vested	(9	)
Restricted units forfeited	(19	)
Non-vested restricted units as of September 30, 2018	489

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Interim Financial Data by Segment (Tables)

3 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Schedule of Revenue and Earnings Before Taxes, by Segment

Earnings before Income Taxes by segment was as follows:

	Earnings before Income Taxes
	Three Months Ended
	September 30,
	2018			2017
CDK North America:
Retail Solutions North America	$	175.6		$	156.2
Advertising North America	6.2			10.6
CDK International	18.8			21.4
Other	(72.8		)	(68.4		)
Total	$	127.8		$	119.8

Revenue by segment was as follows:

	Revenues
	Three Months Ended
	September 30,
	2018		2017
CDK North America:
Retail Solutions North America	$	410.1	$	401.6
Advertising North America	65.8		79.8
CDK International	78.6		84.3
Total	$	554.5	$	565.7

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018
Accounting Policies [Abstract]
Funds Receivable	$ 30.1		$ 33.1
Funds Held for Clients	9.2		12.7
Client fund obligations	39.3		$ 45.8
Research and Development Expense, Software (Excluding Acquired in Process Cost)	19.9	$ 38.0
Debt Instrument [Line Items]
Payments to Acquire Software	10.1	$ 9.6
Senior Notes
Debt Instrument [Line Items]
Long-term Debt	1,850.0
Fair Value, Inputs, Level 2 | Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Fair Value Disclosure	$ 1,863.1

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New Accounting Pronouncements (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net Cash Provided by (Used in) Operating Activities	$ 140.0	$ 127.8
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	$ 322.0	796.5	$ 817.1	$ 734.0
Originally Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net Cash Provided by (Used in) Operating Activities		127.8
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents		788.6		726.1
Adjustments due to ASU 2016-18
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net Cash Provided by (Used in) Operating Activities		0.0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents		$ 7.9		$ 7.9

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Acquisitions (Details) - USD ($) $ in Millions				3 Months Ended
	Sep. 14, 2018	Apr. 03, 2018	Oct. 20, 2017	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018
Acquisition
Initial cash payment				$ 513.2	$ 0.0
Goodwill				$ 1,592.4		$ 1,217.2
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life				8 years
ELEAD1ONE
Acquisition
Integration related costs				$ 1.2
Initial cash payment	$ 513.2
Cash Acquired from Acquisition	7.0
Goodwill	$ 378.3
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	12 years 3 months 18 days
Progressus Media LLC
Acquisition
Business Combination, Consideration Transferred		$ 22.2
Initial cash payment		16.2
Holdback Liability		0.3
Maximum contingent consideration payable		5.7
Business Combination, Contingent Consideration, Liability		1.6
Business Combination, Contingent Consideration, Liability, Noncurrent		4.4
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		8.7
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities		2.2
Goodwill		$ 11.3
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life		9 years
Dashboard Dealership Enterprises
Acquisition
Business Combination, Consideration Transferred			$ 21.3
Initial cash payment			12.8
Holdback Liability			1.9
Maximum contingent consideration payable			6.6
Business Combination, Contingent Consideration, Liability			7.6
Business Combination, Contingent Consideration, Liability, Noncurrent			0.9
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles			3.9
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities			1.6
Goodwill			$ 19.0
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			8 years
Officer
Acquisition
Business Combination, Consideration Transferred		$ 0.5

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Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	Sep. 14, 2018	Sep. 30, 2018	Jun. 30, 2018
Acquisition
Goodwill		$ 1,592.4	$ 1,217.2
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount		$ 20.0
ELEAD1ONE
Acquisition
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	$ 7.0
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables	19.1
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other	3.4
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	13.4
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	130.3
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other	(18.7)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue	(6.5)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Capital Lease Obligation	(6.1)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	141.9
Goodwill	378.3
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	520.2
Payments to Acquire Interest in Joint Venture	10.0
Second payment to acquire interest in joint venture	$ 10.0
Equity Method Investment, Ownership Percentage	50.00%

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Revenue (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jul. 01, 2018	Jun. 30, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues	$ 554.5	$ 565.7
Cost of revenues	281.6	307.7
Selling, general and administrative expenses	98.3	113.7
Total expenses	397.1	427.9
Operating earnings	157.4	137.8
Earnings before Income Taxes	127.8	119.8
Provision for income taxes	(35.5)	(36.7)
Net earnings	92.3	83.1
Net earnings attributable to CDK	$ 90.3	$ 81.3
Basic (usd per share)	$ 0.70	$ 0.58
Diluted (usd per share)	$ 0.69	$ 0.57
Accounts Receivable, Net, Current	$ 383.6		$ 377.2	$ 374.6
Other current assets	115.6		126.5	188.3
Other assets	285.5		278.3	165.5
Accrued expenses and other current liabilities	253.0		198.4	198.0
Short-term deferred revenues	122.1		130.6	169.0
Long-term deferred revenues	68.6		69.4	110.4
Deferred income taxes	85.6		79.9	56.7
Other liabilities	62.1		64.8	64.7
Retained earnings	933.6		862.7	753.0
Accumulated other comprehensive income	5.1		11.1	11.5
Calculated under Revenue Guidance in Effect before Topic 606 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues	565.9
Cost of revenues	290.2
Selling, general and administrative expenses	98.6
Total expenses	406.0
Operating earnings	159.9
Earnings before Income Taxes	130.3
Provision for income taxes	(36.2)
Net earnings	94.1
Net earnings attributable to CDK	$ 92.1
Basic (usd per share)	$ 0.71
Diluted (usd per share)	$ 0.71
Accounts Receivable, Net, Current	$ 380.6			374.6
Other current assets	171.3			188.3
Other assets	168.8			165.5
Accrued expenses and other current liabilities	249.3			198.0
Short-term deferred revenues	154.4			169.0
Long-term deferred revenues	103.1			110.4
Deferred income taxes	65.6			56.7
Other liabilities	61.9			64.7
Retained earnings	825.7			753.0
Accumulated other comprehensive income	6.1			$ 11.5
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenues	(11.4)
Cost of revenues	(8.6)
Selling, general and administrative expenses	(0.3)
Total expenses	(8.9)
Operating earnings	(2.5)
Earnings before Income Taxes	(2.5)
Provision for income taxes	0.7
Net earnings	(1.8)
Net earnings attributable to CDK	$ (1.8)
Basic (usd per share)	$ (0.01)
Diluted (usd per share)	$ (0.02)
Accounts Receivable, Net, Current	$ (3.0)		2.6
Other current assets	55.7		(61.8)
Other assets	(116.7)		112.8
Accrued expenses and other current liabilities	(3.7)		0.4
Short-term deferred revenues	32.3		(38.4)
Long-term deferred revenues	34.5		(41.0)
Deferred income taxes	(20.0)		23.2
Other liabilities	(0.2)		0.1
Retained earnings	(107.9)		109.7
Accumulated other comprehensive income	$ 1.0		$ (0.4)

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Revenue Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Disaggregation of Revenue [Line Items]
Revenues	$ 554.5	$ 565.7
Retail Solutions North America
Disaggregation of Revenue [Line Items]
Revenues	410.1
Advertising North America
Disaggregation of Revenue [Line Items]
Revenues	65.8
CDK International
Disaggregation of Revenue [Line Items]
Revenues	78.6
Subscription
Disaggregation of Revenue [Line Items]
Revenues	400.9
Subscription | Retail Solutions North America
Disaggregation of Revenue [Line Items]
Revenues	334.3
Subscription | Advertising North America
Disaggregation of Revenue [Line Items]
Revenues	0.0
Subscription | CDK International
Disaggregation of Revenue [Line Items]
Revenues	66.6
On-site license and installation
Disaggregation of Revenue [Line Items]
Revenues	9.4
On-site license and installation | Retail Solutions North America
Disaggregation of Revenue [Line Items]
Revenues	1.4
On-site license and installation | Advertising North America
Disaggregation of Revenue [Line Items]
Revenues	0.0
On-site license and installation | CDK International
Disaggregation of Revenue [Line Items]
Revenues	8.0
Transaction
Disaggregation of Revenue [Line Items]
Revenues	41.0
Transaction | Retail Solutions North America
Disaggregation of Revenue [Line Items]
Revenues	41.0
Transaction | Advertising North America
Disaggregation of Revenue [Line Items]
Revenues	0.0
Transaction | CDK International
Disaggregation of Revenue [Line Items]
Revenues	0.0
Advertising
Disaggregation of Revenue [Line Items]
Revenues	65.8
Advertising | Retail Solutions North America
Disaggregation of Revenue [Line Items]
Revenues	0.0
Advertising | Advertising North America
Disaggregation of Revenue [Line Items]
Revenues	65.8
Advertising | CDK International
Disaggregation of Revenue [Line Items]
Revenues	0.0
Other
Disaggregation of Revenue [Line Items]
Revenues	37.4
Other | Retail Solutions North America
Disaggregation of Revenue [Line Items]
Revenues	33.4
Other | Advertising North America
Disaggregation of Revenue [Line Items]
Revenues	0.0
Other | CDK International
Disaggregation of Revenue [Line Items]
Revenues	$ 4.0

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Revenue Contract Balances (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Jul. 01, 2018	Jun. 30, 2018
Revenue from Contract with Customer [Abstract]
Accounts Receivable, Net, Current	$ 383.6	$ 377.2	$ 374.6
Contract with Customer, Asset, Net, Current	31.0	28.0
Contract with Customer, Asset, Net, Noncurrent	23.3	26.0
Short-term deferred revenues	122.1	130.6	169.0
Long-term deferred revenues	68.6	$ 69.4	$ 110.4
Contract with Customer, Liability, Revenue Recognized	122.4
Contract with Customer, Asset, Reclassified to Receivable	$ 113.3

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Revenue Remaining Performance Obligation (Details) $ in Millions	3 Months Ended
	Sep. 30, 2018 USD ($)
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 2,900
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 840
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 820
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 580
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 370
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1	3 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue from Contract with Customer [Abstract]
Revenue, Remaining Performance Obligation	$ 290
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1

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Revenue Costs to Obtain and Fulfill a Contract (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Jul. 01, 2018
Revenue from Contract with Customer [Abstract]
Capitalized Contract Cost, Net	$ 194.8	$ 193.4
Capitalized Contract Cost, Amortization	$ 19.5

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Restructuring - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Restructuring and Related Activities [Abstract]
Expected total restructuring expenses	$ 100.0
Restructuring expenses	17.2	$ 6.5
Recognized cumulative restructuring expenses	$ 79.1

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Restructuring - Activity for Restructuring Expenses and Related Accruals (Details) $ in Millions	3 Months Ended
	Sep. 30, 2018 USD ($)
Restructuring Reserve
Balance as of June 30, 2018	$ 5.2
Charges	17.2
Cash payments	(12.0)
Balance as of September 30, 2018	10.4
Employee-Related Costs
Restructuring Reserve
Balance as of June 30, 2018	4.4
Charges	17.2
Cash payments	(11.9)
Balance as of September 30, 2018	9.7
Contract Termination Costs
Restructuring Reserve
Balance as of June 30, 2018	0.8
Charges	0.0
Cash payments	(0.1)
Balance as of September 30, 2018	$ 0.7

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Earnings per Share - Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Earnings Per Share [Abstract]
Net earnings attributable to CDK	$ 90.3	$ 81.3
Weighted-average shares outstanding:
Basic (shares)	129.6	140.1
Effect of employee stock options (shares)	0.3	0.4
Effect of employee restricted stock (shares)	0.5	0.9
Diluted (shares)	130.4	141.4
Basic earnings attributable to CDK per share (usd per share)	$ 0.70	$ 0.58
Diluted earnings attributable to CDK per share (usd per share)	$ 0.69	$ 0.57

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Earnings per Share - Antidilutive Securities Excluded from Computation of Diluted Earnings per Share (Details) - shares shares in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock-based awards	0.2	0.4

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Goodwill and Intangible Assets, Net - Changes In Goodwill (Details) $ in Millions	3 Months Ended
	Sep. 30, 2018 USD ($)
Changes in Goodwill
Balance as of June 30, 2018	$ 1,217.2
Goodwill, Acquired During Period	378.3
Currency translation adjustments	(3.1)
Balance as of September 30, 2018	1,592.4
Retail Solutions North America
Changes in Goodwill
Balance as of June 30, 2018	634.6
Goodwill, Acquired During Period	378.3
Currency translation adjustments	0.4
Balance as of September 30, 2018	1,013.3
Advertising North America
Changes in Goodwill
Balance as of June 30, 2018	214.3
Goodwill, Acquired During Period	0.0
Currency translation adjustments	0.0
Balance as of September 30, 2018	214.3
CDK International
Changes in Goodwill
Balance as of June 30, 2018	368.3
Goodwill, Acquired During Period	0.0
Currency translation adjustments	(3.5)
Balance as of September 30, 2018	$ 364.8

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Goodwill and Intangible Assets, Net - Components Of Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Jun. 30, 2018
Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	8 years
Original Cost	$ 561.9	$ 421.8
Accumulated Amortization	(302.1)	(295.3)
Intangible Assets, net	$ 259.8	126.5
Customer lists
Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	12 years
Original Cost	$ 262.5	181.3
Accumulated Amortization	(144.2)	(142.4)
Intangible Assets, net	$ 118.3	38.9
Software
Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	5 years
Original Cost	$ 260.9	208.6
Accumulated Amortization	(129.6)	(124.3)
Intangible Assets, net	$ 131.3	84.3
Trademarks
Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	7 years
Original Cost	$ 32.2	25.0
Accumulated Amortization	(24.7)	(24.6)
Intangible Assets, net	7.5	0.4
Other intangibles
Finite-Lived Intangible Assets [Line Items]
Original Cost	6.3	6.9
Accumulated Amortization	(3.6)	(4.0)
Intangible Assets, net	$ 2.7	$ 2.9

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Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	8 years
Amortization of Intangible Assets	$ 7.1	$ 8.0
Customer lists
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	12 years
Software
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	5 years
Trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life	7 years
Advertising North America
Finite-Lived Intangible Assets [Line Items]
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount	7.00%

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Goodwill and Intangible Assets, Net - Schedule Of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Jun. 30, 2018
Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	8 years
Nine months ending June 30, 2019	$ 31.7
Twelve months ending June 30, 2020	46.0
Twelve months ending June 30, 2021	41.8
Twelve months ending June 30, 2022	34.0
Twelve months ending June 30, 2023	18.9
Twelve months ending June 30, 2024	15.1
Thereafter	72.3
Intangible Assets, net	$ 259.8	$ 126.5
Customer lists
Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	12 years
Intangible Assets, net	$ 118.3	38.9
Software
Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	5 years
Intangible Assets, net	$ 131.3	84.3
Trademarks
Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	7 years
Intangible Assets, net	$ 7.5	$ 0.4

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Debt - Schedule of Debt (Details) - USD ($) $ in Millions	Sep. 30, 2018	Jun. 30, 2018
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	$ 2,716.1
Unamortized debt financing costs	(24.6)	$ (21.4)
Total debt and capital lease obligations	2,691.5	2,620.7
Current maturities of long-term debt and capital lease obligations	17.9	45.2
Total long-term debt and capital lease obligations	2,673.6	2,575.5
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	260.0	0.0
Term Loan Facilities | Three year term loan facility
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	300.0	0.0
Term Loan Facilities | Five year term loan facility
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	300.0	0.0
Term Loan Facilities | 2019 term loan facility
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	0.0	203.1
Term Loan Facilities | 2020 term loan facility
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	0.0	218.8
Term Loan Facilities | 2021 term loan facility
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	0.0	370.0
Senior Notes | 3.30% senior notes, due 2019
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	250.0	250.0
Senior Notes | 4.50% senior notes, due 2024
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	500.0	500.0
Senior Notes | Senior Notes Due in 2026
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	500.0	500.0
Senior Notes | 4.875% senior notes, due 2027
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	600.0	600.0
Capital lease obligations
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross	$ 6.1	$ 0.2

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Debt - Narrative (Details)	Aug. 17, 2018 USD ($)	Jun. 18, 2018 USD ($)	May 15, 2017 USD ($)	Dec. 09, 2016 USD ($)	Dec. 14, 2015 USD ($)	Oct. 14, 2014 USD ($)	Sep. 16, 2014 USD ($) extension	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Oct. 15, 2016
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross								$ 2,716,100,000
Debt issuance costs, gross								34,000,000.0	$ 29,600,000
Accumulated amortization of debt issuance costs								9,400,000	8,200,000
Federal Funds Rate | Three year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	0.50%
Federal Funds Rate | Five year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	0.50%
One-Month LIBOR | Three year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	1.00%
One-Month LIBOR | Five year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	1.00%
Minimum | London Interbank Offered Rate (LIBOR) | Three year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	1.125%
Minimum | London Interbank Offered Rate (LIBOR) | Five year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	1.25%
Minimum | One-Month LIBOR | Three year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	0.125%
Minimum | One-Month LIBOR | Five year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	0.25%
Maximum | London Interbank Offered Rate (LIBOR) | Three year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	2.25%
Maximum | London Interbank Offered Rate (LIBOR) | Five year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	2.375%
Maximum | One-Month LIBOR | Three year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	1.25%
Maximum | One-Month LIBOR | Five year term loan facility
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	1.375%
Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term							5 years
Revolving credit facility term extension period							1 year
Revolving Credit Facility | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	0.50%
Revolving Credit Facility | One-Month LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	1.00%
Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Commitment fee percentage on unused portion of the revolving credit facility	0.15%
Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	1.25%
Revolving Credit Facility | Minimum | One-Month LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	0.25%
Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Commitment fee percentage on unused portion of the revolving credit facility	0.35%
Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	2.375%
Revolving Credit Facility | Maximum | One-Month LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate, line of credit	1.375%
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, maximum borrowing capacity	$ 750,000,000.0
Revolving credit facility, Euro or Sterling sublimit	100,000,000.0
Long-term debt and capital lease obligations, gross								$ 260,000,000.0	0
Line of credit facility accordion feature							$ 100,000,000.0
Line of credit, number of one-year extensions | extension							2
Annual interest rate on loan facility								3.795%
Term Loan Facilities
Debt Instrument [Line Items]
Loan, face amount	$ 600,000,000.0
Periodic payment of principal, in percentage, term loan	1.25%
Term Loan Facilities | Three year term loan facility
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross								$ 300,000,000.0	0
Loan, face amount	$ 300,000,000.0
Annual interest rate on loan facility								3.75%
Term Loan Facilities | Five year term loan facility
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross								$ 300,000,000.0	0
Loan, face amount	$ 300,000,000.0
Annual interest rate on loan facility								3.88%
Term Loan Facilities | 2019 term loan facility
Debt Instrument [Line Items]
Debt instrument, term							5 years
Long-term debt and capital lease obligations, gross								$ 0	$ 203,100,000
Loan, face amount							$ 250,000,000.0
Annual interest rate on loan facility									3.85%
Term Loan Facilities | 2020 term loan facility
Debt Instrument [Line Items]
Debt instrument, term					5 years
Long-term debt and capital lease obligations, gross								$ 0	$ 218,800,000
Loan, face amount					$ 250,000,000
Periodic payment of principal, in percentage, term loan					1.25%
Annual interest rate on loan facility								2.99%	3.85%
Term Loan Facilities | 2021 term loan facility
Debt Instrument [Line Items]
Debt instrument, term				5 years
Long-term debt and capital lease obligations, gross								$ 0	$ 370,000,000.0
Loan, face amount				$ 400,000,000.0
Periodic payment of principal, in percentage, term loan				1.25%
Credit Facilities
Debt Instrument [Line Items]
Maximum ratio of indebtedness to EBITDA							375.00%
Minimum ratio of EBITDA to Interest expense							300.00%
Credit Facilities | Maximum
Debt Instrument [Line Items]
Maximum aggregate principal amount of accelerated maturity of other indebtedness allowed							$ 75,000,000.0
Senior Notes
Debt Instrument [Line Items]
Redemption price, percentage, subject to change of control provision and decline in rating						101.00%
Senior Notes | 3.30% senior notes, due 2019
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross								250,000,000.0	250,000,000.0
Loan, face amount						$ 250,000,000.0
Interest rate						3.30%				3.80%
Senior Notes | 4.50% senior notes, due 2024
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross								500,000,000.0	500,000,000.0
Loan, face amount						$ 500,000,000.0
Interest rate						4.50%				5.00%
Senior Notes | Senior Notes Due in 2026
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross								500,000,000.0	500,000,000.0
Loan, face amount		$ 500,000,000.0
Interest rate		5.875%
Senior Notes | 4.875% senior notes, due 2027
Debt Instrument [Line Items]
Long-term debt and capital lease obligations, gross								$ 600,000,000.0	$ 600,000,000.0
Interest rate			4.875%
Senior Notes | 4.875% senior notes, due 2027 [Domain]
Debt Instrument [Line Items]
Loan, face amount			$ 600,000,000.0
Senior Notes | Debt Instrument, Redemption, Period Four [Member] | Minimum | Senior Notes Due in 2026
Debt Instrument [Line Items]
Redemption price, percentage, minimum		100.979%
Senior Notes | Debt Instrument, Redemption, Period Four [Member] | Minimum | 4.875% senior notes, due 2027 [Domain]
Debt Instrument [Line Items]
Redemption price, percentage, minimum			100.813%
Senior Notes | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Redemption price, percentage, minimum						100.00%
Senior Notes | Debt Instrument, Redemption, Period One | Minimum | Senior Notes Due in 2026
Debt Instrument [Line Items]
Redemption price, percentage, minimum		100.00%
Senior Notes | Debt Instrument, Redemption, Period One | Minimum | 4.875% senior notes, due 2027 [Domain]
Debt Instrument [Line Items]
Redemption price, percentage, minimum			100.00%
Senior Notes | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Redemption price, percentage, minimum						100.00%
Senior Notes | Debt Instrument, Redemption, Period Two | Minimum | Senior Notes Due in 2026
Debt Instrument [Line Items]
Redemption price, percentage, minimum		102.938%
Senior Notes | Debt Instrument, Redemption, Period Two | Minimum | 4.875% senior notes, due 2027 [Domain]
Debt Instrument [Line Items]
Redemption price, percentage, minimum			102.438%
Senior Notes | Debt Instrument, Redemption, Period Three [Member] | Minimum | Senior Notes Due in 2026
Debt Instrument [Line Items]
Redemption price, percentage, minimum		101.958%
Senior Notes | Debt Instrument, Redemption, Period Three [Member] | Minimum | 4.875% senior notes, due 2027 [Domain]
Debt Instrument [Line Items]
Redemption price, percentage, minimum			101.625%
Senior Notes | Debt Instrument, Redemption, Period Five [Member] | Minimum | Senior Notes Due in 2026
Debt Instrument [Line Items]
Redemption price, percentage, minimum		100.00%
Senior Notes | Debt Instrument, Redemption, Period Five [Member] | Minimum | 4.875% senior notes, due 2027 [Domain]
Debt Instrument [Line Items]
Redemption price, percentage, minimum			100.00%

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Debt - Schedule of Maturities (Details) - USD ($) $ in Millions	Sep. 30, 2018	Jun. 30, 2018
Debt Disclosure [Abstract]
Twelve months ending September 30, 2019	$ 17.9
Twelve months ending September 30, 2020	266.7
Twelve months ending September 30, 2021	316.5
Twelve months ending September 30, 2022	15.0
Twelve months ending September 30, 2023	500.0
Thereafter	1,600.0
Total debt and capital lease obligations	2,716.1
Unamortized debt financing costs	(24.6)	$ (21.4)
Total debt and capital lease obligations, net of unamortized debt financing costs	$ 2,691.5	$ 2,620.7

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Stock-Based Compensation - Narrative (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Weighted-average volatility factor	20.40%
Stock-based compensation expense	$ 3.3	$ 8.1
Risk-free interest rate	2.68%
Equity Classified Awards Expense
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 3.8
Liability Classified Awards Expense
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ (0.5)
Stock Compensation Plan | 2014 Omnibus Award Plan
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of shares authorized	12.0
Award expiration term	10 years
Employee Stock Option
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Award expiration term	10 years
Total unrecognized compensation cost	$ 1.4
Weighted-average remaining requisite vesting period	2 years 8 months 12 days
Time-Based Restricted Stock and Time-Based Restricted Stock Units | Minimum
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Award vesting period	2 years
Time-Based Restricted Stock and Time-Based Restricted Stock Units | Maximum
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Award vesting period	5 years
Performance-Based Restricted Stock Units
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Award vesting period	3 years
Performance-Based Restricted Stock and Performance-Based Restricted Stock Units | Minimum
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Award vesting based on performance period and targets, percentage	0.00%
Performance-Based Restricted Stock and Performance-Based Restricted Stock Units | Maximum
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Award vesting based on performance period and targets, percentage	260.00%
Restricted Stock Units
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total unrecognized compensation cost	$ 35.4
Weighted-average remaining requisite vesting period	2 years 1 month 6 days
Restricted Stock
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total unrecognized compensation cost	$ 5.0
Weighted-average remaining requisite vesting period	1 year 3 months 18 days

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Stock-Based Compensation - Components Of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Defined Benefit Plan Disclosure [Line Items]
Pre-tax stock-based compensation expense	$ 3.3	$ 8.1
Income tax benefit	0.8	2.8
Cost of revenues
Defined Benefit Plan Disclosure [Line Items]
Pre-tax stock-based compensation expense	0.5	1.1
Selling, general and administrative expenses
Defined Benefit Plan Disclosure [Line Items]
Pre-tax stock-based compensation expense	$ 2.8	$ 7.0

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Stock-Based Compensation - Activity Related to the Company's Incentive Equity Awards (Details) shares in Thousands	3 Months Ended
	Sep. 30, 2018 $ / shares shares
Employee Stock Option
Number of Options (in shares)
Options outstanding as of June 30, 2017 (in shares)	957
Options granted (in shares)	0
Options exercised (in shares)	(37)
Options canceled (in shares)	(2)
Options outstanding as of September 30, 2017 (in shares)	918
Weighted Average Exercise Price (in usd per share)
Options outstanding as of June 30, 2017 (usd per share) | $ / shares	$ 44.25
Options granted (usd per share) | $ / shares	0
Options exercised (usd per share) | $ / shares	28.23
Options canceled (usd per share) | $ / shares	43.54
Options outstanding as of September 30, 2017 (usd per share) | $ / shares	$ 44.89
Time-Based Restricted Stock
Restricted Stock and Restricted Stock Units (in shares)
Non-vested restricted shares/units as of June 30, 2017 (in shares)	379
Restricted shares/units granted (in shares)	2
Restricted shares/units vested (in shares)	(160)
Restricted shares/units forfeited (in shares)	(33)
Non-vested restricted shares/units as of September 30, 2017 (in shares)	188
Time-Based Restricted Stock Units
Restricted Stock and Restricted Stock Units (in shares)
Non-vested restricted shares/units as of June 30, 2017 (in shares)	142
Restricted shares/units granted (in shares)	278
Restricted shares/units vested (in shares)	(42)
Restricted shares/units forfeited (in shares)	(4)
Non-vested restricted shares/units as of September 30, 2017 (in shares)	374
Performance-Based Restricted Stock Units
Restricted Stock and Restricted Stock Units (in shares)
Non-vested restricted shares/units as of June 30, 2017 (in shares)	411
Restricted shares/units granted (in shares)	106
Dividend equivalents (in shares)	0
Restricted shares/units vested (in shares)	(9)
Restricted shares/units forfeited (in shares)	(19)
Non-vested restricted shares/units as of September 30, 2017 (in shares)	489

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Stock-Based Compensation - Assumptions Used To Estimate Fair Value For Stock Options Granted (Details)	3 Months Ended
	Sep. 30, 2018
Assumptions used
Risk-free interest rate	2.68%
Weighted-average volatility factor	20.40%

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018
Related Party Transaction [Line Items]
Valuation allowances	$ 21.0		$ 21.6
Unrecognized income tax benefits	6.4		6.2
Unrecognized income tax benefits that would impact effective tax rate, if recognized	5.5		$ 5.3
Unrecognized tax benefits, increase resulting from current period tax positions	$ 0.2
Effective tax rate	27.80%	30.60%
Tax Cuts and Jobs Act of 2017, Income Tax Expense (Benefit)	$ (3.4)
Tax benefit on stock options, restricted stock, and restricted stock units	1.9	$ 3.4
ADP | Income Tax
Related Party Transaction [Line Items]
Net Gain Associated with Indemnification Receivable	$ (0.8)

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Commitments and Contingencies (Details) $ in Millions	Sep. 30, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Surety Bonds Outstanding, Amount	$ 25.3
Letters of Credit Outstanding, Amount	$ 1.9

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Accumulated Other Comprehensive Income ("AOCI") (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018
Equity [Abstract]
Other comprehensive income (loss)	$ (6.0)	$ 14.2
Currency translation adjustments, accumulated balances	$ 5.1		$ 11.5

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Share Repurchase Transactions (Details) - USD ($) shares in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Equity, Class of Treasury Stock [Line Items]
Payments for Repurchase of Common Stock	$ 114,100,000	$ 14,600,000
Repurchase Authorization 2017
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount	$ 2,000,000,000.0
Treasury Stock, Shares, Acquired	1.8
Payments for Repurchase of Common Stock	$ 114,100,000

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Interim Financial Data by Segment - Revenue and Earnings Before Taxes by Segment (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Segment Reporting Information [Line Items]
Revenues	$ 554.5	$ 565.7
Earnings before Income Taxes	127.8	119.8
Retail Solutions North America | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	410.1	401.6
Earnings before Income Taxes	175.6	156.2
Advertising North America | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	65.8	79.8
Earnings before Income Taxes	6.2	10.6
CDK International | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	78.6	84.3
Earnings before Income Taxes	18.8	21.4
Other | Other
Segment Reporting Information [Line Items]
Earnings before Income Taxes	$ (72.8)	$ (68.4)

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Label	Element	Value
Restricted Cash, Current	us-gaap_RestrictedCashCurrent	$ 7,900,000
Restricted Cash, Current	us-gaap_RestrictedCashCurrent	$ 9,200,000