Automatic Data Processing (ADP) 10-K risk factor changes: FY2022 vs FY2021

The [removed: level of importance of each of] [added: risks described below are not] the [removed: following] [added: only] risks [removed: may vary from time to time,] [added: we face] and [added: the occurrence of] any of [removed: these] [added: the following] risks [removed: may have] [added: or other risks not presently known to us or that we currently believe to be immaterial could* *have] a materially adverse effect on our business, results of operations, financial condition or reputation.*

[removed: For example, a change in regulations either decreasing the amount of taxes to be] withheld or allowing less time to remit taxes to government authorities would adversely impact average client balances and, thereby, adversely impact interest income from investing client funds before such funds are remitted to the applicable taxing authorities.

[added: Changes in U.S. or foreign] tax laws, regulations or rulings or the interpretation thereof could adversely affect our effective tax rate and our net income.

Changes in [removed: laws] [added: laws, or interpretations thereof,] that govern the co-employment arrangement between a professional employer organization and its worksite employees may require us to change the manner in which we conduct some aspects of our PEO business.

We operate our business around the world, including in numerous developing economies where companies and government officials are more likely to engage in business practices that are prohibited by domestic and foreign laws and regulations, including the United States Foreign Corrupt Practices Act and the U.K. Bribery [removed: Act.][added: Act 2010.]

[removed: Among other things, the BSA requires certain financial institutions,] including banks and money services businesses (such as national trust banks and providers of prepaid access like us), to develop and implement risk-based anti-money laundering programs, report large cash transactions and suspicious activity, and maintain transaction records.

[added: We have registered our payroll card] business as a provider of prepaid access, and registered our ADP Trust Bank with the Treasury Department’s Financial Crimes Enforcement Network (FinCEN).

[removed: These laws, which are not uniform, generally do one or more of the following: regulate the collection, storage, hosting, transfer (including in some cases, the transfer outside the country of collection), processing, disclosure, use, security and] retention and destruction of personal information; require notice to individuals of privacy practices; give individuals certain access and correction rights with respect to their personal information; and regulate the use or disclosure of personal information for secondary purposes such as marketing.

[added: Under certain circumstances, some of these] laws require us to provide notification to affected individuals, clients, data protection authorities and/or other regulators in the event of a data breach.

We believe that providing insights from data, including artificial intelligence [added: (AI)] and machine [removed: learning,] [added: learning (ML),] will become increasingly important to the value that our solutions and services deliver to our customers.

However, the ability to provide data-driven insights may be constrained by current or future regulatory requirements or ethical [removed: considerations] [added: considerations, including our own published, guiding ethical principles regarding AI and ML,] that could restrict or impose burdensome and costly requirements on our ability to leverage data in innovative ways.

[added: We rely on patent, copyright, trade secret and trademark laws, and] confidentiality or license agreements with our employees, customers, vendors, partners and others to protect our intellectual property rights.

Even if we were to prevail in such a dispute, any litigation [removed: regarding our intellectual property] could be costly and time-consuming.

In connection with our business, we collect, host, store, transfer, process, disclose, use, secure and retain and dispose of large amounts of personal and business information about our clients, employees of our clients, our vendors and our employees, contractors and temporary [added: staff, including payroll information, health care information, personal and business financial data, social security numbers and their foreign equivalents, bank account numbers, tax information and other sensitive personal and business information.]

We also collect significant amounts of funds from the accounts of our clients and transmit them to their employees, taxing authorities and [removed: others.][added: other third parties.]

Certain of these malicious parties may be state-sponsored [removed: and] [added: and/or] supported by significant financial and technological resources.

We have programs and processes in place to prevent, detect and respond to data or [removed: cyber security] [added: cybersecurity] incidents.

Our ability to address [removed: cyber security] [added: data or cybersecurity] incidents may also depend on the timing and nature of assistance that may be provided from relevant governmental or law enforcement agencies.

Unauthorized parties also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other methods of deceiving these third parties or our personnel, including phishing and other social engineering techniques whereby attackers use end-user behaviors to distribute [removed: computer viruses and malware into our systems or otherwise compromise the confidentiality, integrity or availability of data on our systems.]

As these threats continue to evolve and increase, we continue to invest significant resources, and may be required to invest [added: significant additional resources, to modify and enhance our information security and controls and to investigate and remediate any security vulnerabilities.]

In addition, while our operating environments are designed to safeguard and protect [added: confidential] personal and business information, we may not have the ability to monitor the implementation or effectiveness of any safeguards by our clients, vendors or partners and, in any event, third parties may be able to circumvent those security measures.

Information obtained by malevolent parties [added: (including our personnel)] resulting from successful attacks against our clients, vendors, partners or other third parties may, in turn, be used to attack our information technology systems.

Any cyberattack, unauthorized intrusion, malicious software infiltration, network disruption, denial of service, corruption of data, [added: ransomware attack,] theft of non-public or other sensitive information, or similar act by a malevolent party (including our personnel), or inadvertent acts or inactions by our vendors, partners or personnel, could result in the loss, disclosure or misuse of confidential personal or business information or the theft of client or ADP funds, and could have a materially adverse effect on our business or results of operations or that of our clients, result in liability, litigation, regulatory investigations and sanctions or a loss of confidence in our ability to serve clients, or cause current or potential clients to choose another service provider.

Although we believe that we maintain a robust program of information security and controls and none of the data or [removed: cyber security] [added: cybersecurity] incidents that we have encountered to date have materially impacted us, a data or cyber security incident could have a materially adverse effect on our business, results of operations, financial condition and reputation.

We rely heavily on our payroll, financial, [added: accounting, and other data processing systems.]

[removed: If any of these systems, applications or solutions fails to operate properly] [added: Any such failure] or [removed: becomes disabled] [added: disablement,] even for a brief period of time, whether due to malevolent acts, errors, defects or any other factor(s), [removed: we] could [removed: suffer] [added: result in] financial loss, a disruption of our businesses, liability to clients, loss of clients, regulatory intervention or damage to our reputation, any of which could have a materially adverse effect on our results of operation or financial condition.

Despite our preparations, our plans and procedures may not be successful in preventing or mitigating the loss of client [removed: data,] [added: data or funds,] service interruptions, disruptions to our operations, or damage to our important facilities.

A disruption of the data centers or cloud-computing [added: or other technology] services [added: or systems] that we utilize could have a materially adverse effect on our business

We host our applications and serve our clients with data centers that we operate, and with data centers that are operated, and cloud-computing [added: and other technology] services [added: and systems] that are provided, by third-party vendors.

[removed: If any of these data centers or cloud-computing services fails, becomes disabled] [added: Any failure, disablement] or [removed: is disrupted,] [added: disruption,] even for a limited period of time, [added: could disrupt] our businesses [removed: could be disrupted] and we could suffer financial loss, liability to clients, loss of clients, regulatory intervention or damage to our reputation, any of which could have a material adverse effect on our results of operation or financial condition.

In addition, our third-party vendors may cease providing data center facilities or cloud-computing [removed: services,] [added: or other technology services or systems,] elect to not renew their agreements with us on commercially reasonable terms or at all, breach their agreements with us or fail to satisfy our expectations, which could disrupt our operations and require us to incur costs which could materially adversely affect our results of operation or financial condition.

In order to remain competitive and responsive to client demands, we continually upgrade, enhance, and expand our technology, solutions and [added: services.]

A major natural disaster or catastrophic event could have a materially adverse effect on our business, [removed: financial condition and results of operations, or have other adverse consequences][added: financial]

Our business, financial condition, results of operations, access to capital markets and borrowing costs may be adversely affected by a major natural disaster or catastrophic event, including civil unrest, geopolitical instability, war, terrorist attack, pandemics or other (actual or threatened) public health emergencies such as the [removed: recent] COVID-19 outbreak, or other events beyond our control, and measures taken in response thereto.

The [removed: COVID-outbreak pandemic] [added: COVID-19 outbreak] may [removed: also] have long-term effects on the nature of the office environment and remote working, which may present operational and workplace culture challenges that may adversely affect our business.

[removed: When there is a] [added: A] slowdown in the [removed: economy,] [added: economy or other negative changes, including in] employment [removed: levels and] [added: levels, the level of] interest rates [added: or the level of inflation,] may [removed: decrease with] [added: have] a [removed: corresponding] [added: negative] impact on our businesses.

[removed: We may face increased scrutiny related to these activities, including from the investment community, and our] [added: Our] failure to achieve progress in these [added: and other ESG] areas on a timely basis, [removed: if] [added: or] at all, could impact our reputation, business, including employee retention, and growth.

Failure to maintain high credit ratings on long-term and short-term debt could increase our cost of borrowing, reduce our ability to obtain intra-day borrowing required [added: by our Employer Services business, and adversely impact our results of operations.]

Our ability to grow and provide our clients with competitive services [removed: is partially] [added: is, to an important degree,] dependent on our ability to attract and retain highly [added: skilled and] motivated people [removed: with the skills to serve our clients and] reflecting diverse perspectives and the diversity of our communities and clients.

[removed: Competition for skilled employees in the outsourcing and other markets in which we operate is intense and, if] [added: If] we are unable to attract and retain highly skilled, motivated and diverse personnel, results of our operations and culture may suffer.

See "Item 1.

Business—Competition" of this Form 10-K for a discussion of the competitive environment in the markets in which we operate.

Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories.

For example, a change in regulations either decreasing the amount of taxes to be

In addition, changes in the manner in which health and welfare plans sponsored by PEOs or the TotalSource Health and Welfare Plan, in particular, are regulated could adversely impact the demand for our PEO offering.

Our Wisely offerings and potentially other future offerings in the payments and/or consumer space may subject us to additional laws and regulations, some of which may not be uniform and may require us to modify or restrict our offerings and decrease our potential revenue and earnings.

Among other things, the BSA requires certain financial institutions,

These laws, which are not uniform, generally do one or more of the following: regulate the collection, storage, hosting, transfer (including in some cases, the transfer outside the country of collection), processing, disclosure, use, security and

computer viruses and malware into our systems or otherwise compromise the confidentiality, integrity or availability of data or our systems.

From time to time, these systems, applications or solutions fail to operate properly or become disabled.

In addition, the severity of the failure or disablement may require us to replace or rebuild the affected system(s), application(s) or solution(s) and we may be unable to do so before it materially adversely affects our business.

These data centers or cloud-computing and other technology services and systems have (and, in the future, may) failed, become disabled or been disrupted.

condition and results of operations, or have other adverse consequences

In addition, as our operating costs increase due to inflationary pressure or otherwise, we may not be able to offset these increases by corresponding price increases for our products and solutions.

We may face increased scrutiny related to our ESG initiatives and any related targets, including from the investment community.

In addition, our ability to achieve certain ESG initiatives and targets may depend on the actions or continuing requirements of governmental entities (e.g., our paperless initiatives may depend on whether certain states continue to require employers to offer employees to be paid via paper check or to obtain

employee consent to be paid electronically instead of via paper check).

Competition for skilled employees in the outsourcing and other markets in which we operate is increasingly intense, making it more difficult and expensive to attract and retain highly skilled, motivated and diverse personnel.

Changes in U.S. or foreign

Health care reform under the Affordable Care Act, related state laws, and the regulations thereunder, as well as the uncertainty surrounding the Affordable Care Act, have the potential to further impact the demand for our health care compliance solutions.

We are unable to determine the additional impact that any of this will have on our PEO business, our ability to attract and retain PEO clients or demand for our health care compliance solutions.

We have registered our payroll card

Under certain circumstances, some of these

We rely on patent, copyright, trade secret and trademark laws, and

staff, including payroll information, health care information, personal and business financial data, social security numbers and their foreign equivalents, bank account numbers, tax information and other sensitive personal and business information.

significant additional resources, to modify and enhance our information security and controls and to investigate and remediate any security vulnerabilities.

accounting, and other data processing systems.

services.

The COVID-19 outbreak had a significant impact on our clients and, as a result, negatively impacted our revenue and new business bookings.

Our bookings were also adversely affected by the impact of the outbreak on the buying behavior of our clients and prospects, coupled with the inability of our sales force to engage with clients and prospects on an in-person basis and instead primarily leveraging virtual interactions.

by our Employer Services business, and adversely impact our results of operations.

The following section discusses our year ended June 30, [removed: 2021] [added: 2022] (“fiscal [removed: 2021”),] [added: 2022”),] as compared to year ended June 30, [removed: 2020] [added: 2021] (“fiscal [removed: 2020”).][added: 2021”).]

A detailed review of our fiscal [removed: 2020] [added: 2021] performance compared to our fiscal [removed: 2019] [added: 2020] performance is set forth in Part II, Item 7 of our Form 10-K for the fiscal year ended June 30, [removed: 2020.][added: 2021.]

[added: These statements are based on] management’s expectations and assumptions and depend upon or refer to future events or conditions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed.

Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements or that could contribute to such difference include: ADP's success in obtaining and retaining clients, and selling additional services to clients; the pricing of products and services; the success of our new solutions; compliance with existing or new legislation or regulations; changes in, or interpretations of, existing legislation or regulations; overall market, political and economic conditions, including interest rate and foreign currency trends and inflation; competitive conditions; our ability to maintain our current credit ratings and the impact on our funding costs and profitability; security or cyber breaches, fraudulent acts, and system interruptions and failures; [removed: employment and wage levels; changes in technology; availability of skilled technical associates; the impact of new acquisitions and divestitures; the adequacy, effectiveness and success of our business transformation initiatives; and the impact of any uncertainties related to major natural disasters or catastrophic events, including the coronavirus (“COVID-19”) pandemic.]

Highlights from the year ended June 30, [removed: 2021] [added: 2022] include:

| [removed: 3%] [added: 10%] | | | | | | [removed: 60] [added: 70] basis points | | | | | | [removed: 6%] [added: 15%] | | |

| [removed: 2%] [added: 10%] | | | | | | [removed: (40)] [added: 90] basis points | | | | | | [removed: 2%] [added: 16%] | | |

| [removed: 23%] [added: 15%] | | | Employer Services New Business Bookings Growth | | | | | | [removed: 2%] [added: 15%] | | | PEO Services Average Worksite Employee Growth | | | | | | |

| [removed: $3.0B] [added: $3.6B] | | | | | | Cash Returned via Shareholder Friendly Actions [removed: $1.6B] [added: $1.7B] Dividends \| [removed: $1.4B] [added: $2.0B] Share Repurchases | | | | | | | | | | | |

We are [removed: a] [added: the] leading [removed: global] provider of cloud-based [removed: Human Capital Management (“HCM”)] [added: HCM] technology solutions to employers around the world.

We lead the HCM industry by driving growth through our strategic, cloud-based HCM solutions and developing innovations like our [removed: next gen] [added: next-gen] platforms.

The PEO average number of Worksite Employees increased [removed: 2%] [added: 15%] for fiscal [removed: 2021.][added: 2022.]

Our pays per control metric, which represents the number of employees on ADP clients' payrolls in the United States when measured on a same-store-sales basis for a subset of clients ranging from small to large businesses, [removed: turned positive in the fourth quarter resulting in annual growth of negative 3%] [added: grew 7%] for fiscal [removed: 2021.][added: 2022.]

We have a strong business model, [removed: a highly] [added: generating significant] cash [removed: generative business] [added: flows] with low capital intensity, and offer a suite of products that provide critical support to our clients’ HCM functions.

We generate sufficient free cash flow to satisfy our cash dividend and [removed: our] modest debt obligations, which enables us to absorb the impact of downturns and remain steadfast in our [removed: reinvestments,] [added: re-investments,] our [removed: longer] [added: long] term strategy, and our commitments to shareholder friendly actions.

Our financial condition remains solid at June 30, [removed: 2021] [added: 2022] and we remain well positioned to support our associates and our clients.

[removed: ][added: ]

| [removed: á | | | 3%] [added: 10%] YoY Growth | | | [removed: | | | | | | | | |]

| [removed: á | | | 2%] [added: 10%] YoY Growth, Organic Constant Currency | | | [removed: | | | | | | | | |]

Revenues [removed: for] [added: in] fiscal [removed: 2021] [added: 2022] increased due to [removed: strong retention,] new business started from New Business Bookings, an increase in zero-margin benefits [removed: pass-throughs] [added: pass-throughs, an increase in our pays per control,] and [removed: one percentage point of favorability from foreign currency.][added: continued strong client retention.]

Refer to “Analysis of Reportable Segments” for additional discussion of the [removed: increases] [added: changes] in revenue for [removed: both] [added: each] of our reportable segments, Employer Services and Professional Employer Organization (“PEO”) Services.

Total revenues in fiscal [removed: 2021] [added: 2022] include interest on funds held for clients of [removed: $422.4] [added: $451.8] million, as compared to [removed: $545.2] [added: $422.4] million in fiscal [removed: 2020.][added: 2021.]

The [removed: decrease] [added: increase] in [removed: the consolidated] interest earned on funds held for clients resulted from [added: an increase in our average client funds balances of 18.7% to $32.5 billion in fiscal 2022 as compared to fiscal 2021, partially offset by] the decrease in our average interest rate earned to [removed: 1.5%] [added: 1.4%] in fiscal [removed: 2021,] [added: 2022,] as compared to [removed: 2.1%] [added: 1.5%] in fiscal [removed: 2020.][added: 2021.]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | % Change | | | | | | | | |

| Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 7,520.7] [added: 8,252.6] | | | | | $ | [removed: 7,404.1] [added: 7,520.7] | | | | | [removed: 2] [added: 10] | | % | | | | | | |

| Systems development and programming costs | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 716.6] [added: 798.6] | | | | | | [removed: 674.1] [added: 716.6] | | | | | | [removed: 6] [added: 11] | | % | | | | | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 403.0] [added: 410.7] | | | | | | [removed: 366.9] [added: 403.0] | | | | | | [removed: 10] [added: 2] | | % | | | | | | |

| Total costs of revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 8,640.3] [added: 9,461.9] | | | | | | [removed: 8,445.1] [added: 8,640.3] | | | | | | [removed: 2] [added: 10] | | % | | | | | | |

| Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3,040.5] [added: 3,233.2] | | | | | | [removed: 3,003.0] [added: 3,040.5] | | | | | | [removed: 1] [added: 6] | | % | | | | | | |

| Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 59.7] [added: 81.9] | | | | | | [removed: 107.1] [added: 59.7] | | | | | | [removed: (44)] [added: 37] | | % | | | | | | |

| Total expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 11,740.5] [added: 12,777.0] | | | | | $ | [removed: 11,555.2] [added: 11,740.5] | | | | | [removed: 2] [added: 9] | | % | | | | | | |

[removed: For the year ended June 30, 2021, operating] [added: Operating] expenses increased due to the increase in our PEO Services zero-margin benefits pass-through costs to [removed: $3,092.0] [added: $3,514.4] million from [removed: $2,907.7] [added: $3,092.0] million for the year ended June 30, [removed: 2021 and 2020, respectively, the impact of foreign currency,] [added: 2022] and [removed: an increase in incentive compensation costs due to decreases in the prior year.][added: 2021, respectively.]

Systems development and programming costs increased for fiscal [removed: 2021] [added: 2022] due to increased investments and costs to develop, support, and maintain our [removed: products, partially offset by capitalization of costs related to our strategic projects, including our next gen platforms.][added: new and existing products.]

[removed: Interest expense decreased for the year ended June 30, 2021 primarily due to a decrease] [added: Additionally, there was an increase] in average interest rates for commercial paper borrowings to [removed: 0.1%] [added: 0.4%] for the year ended June 30, [removed: 2021,] [added: 2022,] as compared to [removed: 1.6%] [added: 0.1%] for the year ended June 30, [removed: 2020.][added: 2021.]

This was coupled with [removed: a decrease] [added: an increase] in average daily borrowings under our commercial paper program to [removed: $1.6] [added: $2.0] billion for the year ended June 30, [removed: 2021,] [added: 2022,] as compared to [removed: $2.7] [added: $1.6] billion for the year ended June 30, [removed: 2020.][added: 2021.]

| Years ended June 30, | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | $ Change | | |

| Interest income on corporate funds | | | | | | $ | [removed: (36.5)] [added: (41.0)] | | | | | $ | [removed: (84.5)] [added: (36.5)] | | | | | $ | [removed: (48.0)] [added: 4.5] | |

| [removed: Realized (gains)/losses] [added: Net realized losses/(gains)] on available-for-sale [removed: securities, net] [added: securities] | | | | | | [removed: (11.3)] [added: 4.4] | | | | | | [removed: (12.9)] [added: (11.3)] | | | | | | [removed: (1.6)] | | |

| Impairment of assets | | | | | | [removed: 19.9] [added: 23.0] | | | | | | [removed: 29.9] [added: 19.9] | | | | | | [removed: 10.0] [added: (3.1)] | | |

| Gain on sale of assets | | | | | | [removed: (8.1)] [added: (7.5)] | | | | | | [removed: (5.8)] [added: (9.8)] | | | | | | [removed: 2.3] [added: (2.3)] | | |

employment and wage levels; changes in technology; availability of skilled associates; the impact of new acquisitions and divestitures; the adequacy, effectiveness and success of our business transformation initiatives; the impact of any uncertainties related to major natural disasters or catastrophic events, including the coronavirus (“COVID-19”) pandemic; and supply-chain disruptions.

Through our extensive suite of products, coupled with industry and compliance expertise, we help our clients navigate a highly dynamic world of work in order to give them peace-of-mind and reduce the time and effort they allocate to non-core tasks.

This, in turn, allows our clients to better focus on what matters most to them – running their businesses.

Over the decades since pioneering our industry, we have reshaped HCM time and again by continuously innovating across our technology platforms and service solutions.

Our commitment to innovation is continuous amid challenging business and operating environments – whether it be a global recession or bull market, an international conflict or global pandemic.

We believe businesses, our clients, serve as a force for progress, and we remain committed to rethinking a better, more personalized world at work to help our clients and their workers achieve their full potential.

That commitment underpins our drive to innovate across our portfolio in order to deliver sustainable, profitable growth.

During the fiscal year, we made significant progress on the roll-out of a new unified user experience ("UX") across our strategic products and solutions.

We transitioned hundreds of thousands of clients across our RUN, iHCM, and next-gen HCM client bases over to the new UX, generating positive feedback from this transition to even more intuitive HCM workflows.

We continue to advance all of our key platforms, with Workforce Now being especially critical to our differentiation and growth.

Workforce Now continues building traction in the lower end of the U.S. enterprise market and was instrumental to

ADP being rated an overall "Customer's Choice" provider for the first time in Gartner's annual "Voice of the Customer" study.

In addition to beginning the roll-out of the new UX, this year we continued to make progress on the roll-out of our next-gen payroll solution to a growing portion of our new Workforce Now clients, and we believe these two major enhancements will help keep Workforce Now at the forefront of the industry.

We also made exciting enhancements to other solutions during the fourth quarter.

We started offering self-enrollment with full digital wallet capabilities within the Wisely program, allowing for a more frictionless experience for workers that enables them to more easily transition to our digital payment offering.

We expanded our Earned Wage Access solution by offering a seamless, one-application solution for Wisely members, which enables employees to receive portions of their earned wages prior to paydate at no cost.

We will also be launching "Voice of the Employee", a new employee survey and listening tool, which will help our clients seamlessly capture employee feedback and sentiments across various HR categories during the employee lifecycle, which is critical in a labor market where listening to their employees can help our clients differentiate themselves and better compete in the marketplace.

For fiscal 2022, we delivered strong revenue growth of 10%.

In addition, Employer Services achieved record New Business Bookings and near-record-level retention of 92.1%.

ADP was named one of Fortune’s Most Admired Companies for the 16th year in a row, which highlights our culture of continuous improvement, our consistency, and our focus on being a true partner to our clients as the world of work continues to change.

| | | |

| --- | --- | --- |

| Total Revenues | | |

| | | |

For the year ended June 30:

Additionally, operating expenses increased due to increased costs to service our client base in support of our growing revenue, partially offset by a net reduction of $28.8 million in our estimated losses related to ADP Traditional Incorporated Cell, formerly known as ADP Indemnity, Inc. ("ADP Indemnity") and the impact of foreign currency.

Selling, general and administrative expenses increased due to increased selling expenses as a result of investments in our sales organization, increased marketing expenses and increased travel expenses, partially offset by a decrease in our allowance for doubtful accounts of $26.0 million as a result of a decrease in estimated credit losses related to the impact of COVID-19 on our clients ("the decrease in our allowance for doubtful accounts").

Interest expense increased primarily due to the issuance of 7-year fixed-rate notes totaling $1.0 billion issued in the fourth quarter of fiscal 2021, as compared to the year ended June 30, 2021.

In fiscal 2022, the Company recorded impairment charges of $23.0 million which is comprised of a write down of $12.1 million related to software and customer lists which were determined to have no future use and impairment charges of $10.9 million related to operating right-of-use assets associated with exiting certain leases early.

Overall margin increased due to increases in revenues discussed above, operational efficiencies, the decrease of $26.0 million in our allowance for doubtful accounts, and a net reduction of $28.8 million in our estimated losses related to ADP Indemnity, partially offset by incremental pressure from growth in our zero-margin benefits pass-throughs.

Adjusted EBIT and Adjusted EBIT margin exclude interest income and interest expense that are not related to our client funds

extended investment strategy, and net charges, including gain on sale of assets related to our broad-based transformation

initiatives and the impact of net severance charges, as applicable, in the respective periods.

The decrease in the effective tax rate is primarily due to a favorable earnings mix, lower reserves for uncertain tax positions, and an intercompany transfer of certain assets in fiscal 2022, partially offset by favorable adjustments to prior year tax liabilities and a foreign tax election in fiscal 2021.

Adjusted net earnings and adjusted diluted EPS reflect the changes in components described above.

| á | | | 15% YoY Growth | | | á | | | 16% YoY Growth | | |

| | | | | | | $ | 16,498.3 | | | | | $ | 15,005.4 | | | | | | | | | | | | | | | | | | | | | | | 10 | | % | | | | | | | | | | 10 | | % | | | | | | |

| | | | | | | $ | 3,804.1 | | | | | $ | 3,361.2 | | | | | | | | | | | | | | | | | | | | | | | 13 | | % | | | | | | | | | | | | | | | | | | |

Revenues increased due to new business started from New Business Bookings, an increase in our pays per control of 7%, continued strong retention, and an increase in interest earned on funds held for clients.

The increases in expenses were due to increased costs to service our client base in support of our growing revenue, increases in selling expenses, and investments and costs to develop, support, and maintain our new and existing products, partially offset by the decrease of $26.0 million in our allowance for doubtful accounts.

These statements are based on

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The global COVID-19 pandemic has had a significant impact on the global business environment and on our clients, but our priority has been and continues to be the safety of our associates and the needs of our clients.

We have continued to provide HCM services, including the processing of payroll and tax obligations, to our clients during this time.

ADP's efforts have also been focused on providing information and tools to help clients understand and navigate the governmental relief that has been adopted globally.

In addition, we released a Return to Workplace solution that assists our clients in bringing their employees back to work safely through a comprehensive set of tools designed to streamline the entire process.

During the fiscal year, we continued to advance our market-leading solutions and achieved some new milestones.

Earlier this year, our next-gen payroll solution earned ADP its 6th consecutive “Top HR Product Award” at the annual HR Technology Conference.

This solution features a highly scalable, policy-based framework that enables easy self-service and powerful transparency.

In February, we announced the launch of Roll, a new mobile-first payroll and tax filing product aimed at small businesses, which combines an AI-driven chat-based interface with the power and scale of our payroll and tax filing expertise.

We continued to add to our robust DataCloud platform by introducing the Diversity, Equity and Inclusion (DEI) Dashboard which can help businesses analyze their diversity landscape through a simple Q&A format and user interface that allows them to better set, track and expand their DEI goals.

For our RUN platform, which is a leading solution in the market with approximately 750,000 clients, we began to roll out a new user experience and launched TimeKeeping Plus, an entirely new, native workforce management solution.

This year, we reached 100,000 clients across our workforce management solutions for the first time, as the pandemic reinforced the need for robust workforce management solutions for our clients while they navigate the new norm of increasingly flexible schedules and work arrangements.

Our suite of HRO solutions also continued to deliver steady growth this year, despite the dynamic economic environment.

Within PEO, the average worksite employee count grew 12% in the fourth quarter resulting in annual growth of 2%.

We also have over 2 million worksite employees on our other HRO solutions within our Employer Services segment, as clients look for ways to outsource parts of the HR function to a best-in-class provider like ADP.

For fiscal 2021, we drove solid revenue growth of 3% for the year, continued to invest for sustainable growth despite market conditions, and managed any non-essential spend prudently.

Employer Services New Business Bookings was up 23% for fiscal 2021.

In addition, the Employer Services client revenue retention rate for fiscal 2021 improved 170 basis points to 92.2% as compared to our rate for fiscal 2020.

This increase is partially offset by a one percentage point of pressure from our interest earned on funds held for clients discussed below.

The decrease is partially offset by an increase in our average client funds balances of 5.2% to $27.4 billion in fiscal 2021 as compared to fiscal 2020.

These increases were partially offset by reduced costs as a result of our broad-based transformation initiatives and excess capacity headcount actions in the prior year, a change of $52.5 million in our estimated losses related to ADP Indemnity compared to prior year, reduced travel expenses and decreased pension costs as a result of U.S. pension service costs that were eliminated with the July 1, 2020 cessation of U.S. participants accruing any future service benefits (“U.S. pension freeze”).

Depreciation and amortization expense increased related to the amortization of our acquisitions of intangibles and internally developed software.

Selling, general and administrative expenses increased for the year ended June 30, 2021 due to an increase in

incentive compensation costs, investments in our sales organization, and the impact of foreign currency, partially offset by a decrease in charges related to transformation initiatives, reduced costs as a result of our broad-based transformation initiatives and excess capacity headcount actions in the prior year for non-sales associates, capitalization of costs to obtain a contract under ASC 606, reduced travel expenses, legal settlements, and a decrease in bad debt expense.

| Gain on sale of investment | | | | | | (1.7) | | | | | | (0.2) | | | | | | 1.5 | | |

In fiscal 2020, the Company recorded impairment charges of $29.9 million, which is comprised of $25.3 million as a result of recognizing certain owned facilities at fair value given intent to sell and accordingly classified as held for sale and vacating certain leased locations early and recorded total impairment charges of $4.6 million related to operating right-of-use assets and certain related fixed assets associated with the vacated locations.

Overall margin increased in fiscal 2021 as a result of operational efficiencies, coupled with a decrease in charges related to transformation initiatives, legal settlements, reduced costs as a result of our broad-based transformation initiatives and excess capacity headcount actions in the prior year, a change of $52.5 million in our estimated losses related to ADP Indemnity compared to prior year, decreased selling expense, and decreased interest expense.

These were partially offset by an increase in incentive compensation costs, a decrease in interest earned on funds held for clients, and incremental pressure from growth in our zero-margin benefits pass-throughs.

Adjusted EBIT and Adjusted EBIT margin exclude certain interest amounts, legal settlements, gain on sale of assets, net charges related to our broad-based transformation initiatives and the impact of the net severance charges as applicable in the respective periods.

The increase in the effective tax rate is primarily due to combined benefits from a valuation allowance release related to foreign tax credit carryforwards and a foreign tax law change during fiscal 2020 as well as a decrease in the excess tax benefit on stock-based compensation, partially offset by favorable adjustments to prior year tax liabilities during fiscal 2021.

| | | | | | | $ | 15,005.4 | | | | | $ | 14,589.8 | | | | | | | | | | | | | | | | | | | | | | | 3 | | % | | | | | | | | | | 2 | | % | | | | | | |

| | | | | | | $ | 3,361.2 | | | | | $ | 3,182.6 | | | | | | | | | | | | | | | | | | | | | | | 6 | | % | | | | | | | | | | | | | | | | | | |

Revenues increased in fiscal 2021 due to strong retention, business started from New Business Bookings and one percentage point of favorability from foreign currency.

Employer Services client revenue retention rate for fiscal 2021 improved 170 basis points to 92.2% as compared to our rate for fiscal 2020.

Increases in revenues were partially offset by a decrease in interest earned on funds held for clients.

The increases in expenses were due to an increase in incentive compensation costs, investments in our sales organization, an increase in amortization expense, and the impact of foreign currency.

The increases in expenses were offset by reduced costs as a result of our broad-based transformation initiatives and excess capacity headcount actions for non-sales associates, reduced travel expenses, and a decrease in bad debt expense.

Employer Services' overall margin decreased for fiscal 2021 due to an increase in incentive compensation costs, a decrease in interest earned on funds held for clients, and an increase in amortization expense.

[removed: ][added: ]

In 1949, our founders established ADP to shape the world of work with a simple, innovative idea: help clients focus on their business by [removed: freeing them up from certain non-core tasks such as payroll.][added: solving their payroll challenges.]

We serve over [removed: 920,000] [added: 990,000] clients and pay over [removed: 38] [added: 39] million workers in 140 countries and territories.

[removed: ][added: ]

As [added: data,] digital technology, globalization, new business models and other significant events and disruptions reshape the way people work, our mission is to power organizations with insightful solutions that meet the changing needs of our clients and their workers.

Our HCM technology, industry and compliance expertise and data insights deliver measurable [removed: results, peace-of-mind] [added: results] and [added: peace-of-mind, and contribute to] an engaged, productive workforce.

Our leading technology and commitment to service excellence [removed: is] [added: are] at the core of our relationship with each one of our clients, whether it's a small, mid-sized or large organization operating in one or multiple countries around the world.

We are [removed: constantly] [added: always] designing better ways to work through cutting-edge products, premium services and exceptional experiences that enable people to reach their full potential.

[removed: ][added: ]

- Grow a complete suite of cloud-based HCM solutions (HCM Solutions). We [removed: develop] [added: design] cloud-based software and offer comprehensive solutions that assist employers of all types and sizes in managing the entire worker spectrum and employment cycle [removed: —] [added: –] from full-time to freelancer and from hire to retire.

[removed: ][added: ]

[removed: We are focused on, and investing in,] [added: - Investing in] our world-class and next-gen platforms that are built for the future of work, and [removed: on] providing market-leading [removed: HCM] product and technology solutions that solve the needs of our clients today, [removed: and] anticipate [removed: the] [added: their] needs of [removed: our clients tomorrow.][added: tomorrow and provide them with valuable data insights and guidance that help them understand their workforce and how they compare to their industry peers.]

[removed: Our world-class platforms and multi-national solutions provide] [added: - Providing] our clients with comprehensive HR and payroll capabilities that drive productivity and enable compliance [removed: globally.][added: globally through our world-class platforms and multi-national solutions.]

[removed: We are accelerating] [added: - Accelerating] our [removed: own] digital transformation and leveraging [removed: digital] technology to [removed: change] [added: simplify and personalize] how we engage with our clients and how their workers engage with us [removed: — and an important part of this includes delivering] [added: –delivering] solutions wherever they are, whether at work or on the go.

[removed: Our global footprint in the HCM industry is unmatched and, together] [added: Together] with [removed: world-class] [added: leading] technology and deep in-country compliance expertise, we are strongly positioned to continue to drive [added: sustainable long-term] growth [added: and value] by delivering solutions to clients of all sizes [added: and their workers,] wherever they do business.

As the [removed: business] [added: business, data] and digital technology landscape rapidly evolves, what “work” means, how and where it gets done, and how workers are paid is changing as well.

Our next-gen platforms are [removed: built] [added: designed] for the ever-changing world of work.

[removed: Designed] [added: Built] from the ground up to be cloud-native, global, scalable and secure, our next-gen platforms provide our clients with the flexibility they need to address today’s and tomorrow’s workplace challenges.

[removed: With our “HR your way” approach,] [added: And, by deploying low-code applications,] clients can easily tailor the solution to their [removed: needs by deploying low-code applications.][added: needs.]

[removed: In 2020, our next-gen payroll solution] [added: It] was named [added: a 2021] “Top HR Product” at the annual HR Technology Conference, marking the [removed: sixth] [added: seventh] consecutive year ADP has been honored for its innovative [removed: technology, an unprecedented achievement.][added: HCM technology.]

[removed: Recently expanded across North America to Canada and Mexico, this] [added: Our] next-gen payroll solution [added: is a global solution that] supports workers of all types and enables real-time, transparent, continuous payroll calculations.

[removed: Our] [added: This] next-gen payroll solution also unlocks flexible pay choices for our clients so they can provide the best pay experience for their workers.

[removed: In February 2021,] [added: Last year,] we launched the “Roll™ by ADP” mobile-first solution [removed: -] [added: –] reimagining how small businesses do payroll.

The conversational experience runs off simple chat prompts such as “Run my payroll,” offering a frictionless experience that also allows [added: clients to confidently handle compliance matters like tax filing and deposits.]

We are leading this innovation effort with ADP® DataCloud, our award-winning ML and workforce analytics platform which is [removed: by far one of] the largest [removed: repositories] [added: private repository] of payroll information available.

DataCloud analyzes aggregated, anonymized and timely HCM and compensation data from more than [removed: 920,000] [added: 930,000] organizations across the [removed: country,] [added: U.S.,] powering solutions that provide clients with in-depth workforce and business insights that enable critical HR decisions.

ADP DataCloud's Skills Graph, our proprietary data structure, is based on more than 30 million employee records, [removed: 50] [added: 65] million resumes and [removed: 5] [added: 7] million job postings across more than 20 industries and 500 geographic areas, and extracts, aligns and normalizes key information such as skills, job titles and levels, education and qualifications from non-structured data and infers missing skills and qualifications from context.

[removed: ][added: ]

[removed: ADP’s Pay Equity Storyboard combines analytics and benchmarking] to help employers better understand potential pay gaps and provide them with real, up-to-date, aggregated and anonymized market data to understand how their compensation for a particular job compares to other similar employers.

In harnessing the power of [removed: big] data through ML, ADP recognizes the importance of accountability, transparency, privacy, explainability and governance, and in furtherance of those goals has established an active AI & Data Ethics Committee, comprised of both industry leaders and ADP experts, which advises on emerging industry trends and concerns and provides guidance with respect to compliance with the principles that ADP should follow while developing products, systems and applications that involve artificial intelligence, ML and [removed: big] data.

[removed: ][added: ]

[removed: The] Wisely® Pay [removed: payroll card] is a network-branded payroll card [removed: and] [added: that comes with a] digital account that enables employers to pay their employees, and enables employees to access their payroll funds immediately, including via a network member bank or an ATM, make purchases or pay bills, [added: deposit checks,] load additional funds onto the card, such as tax [removed: refunds and military pensions,] [added: refunds,] and transfer funds to a bank account in the United States.

[removed: We] [added: As we] also [added: seek to provide employee financial solutions, we] offer Wisely® Direct, a network-branded general purpose reloadable card [removed: and] [added: that comes with a] digital account, which provides similar features and functionality as Wisely Pay but is offered directly to consumers.

Our digital card offerings are true banking alternatives that feature innovative [added: optional] services such as [removed: savings, budgeting and] [added: savings envelopes, spend-tracking,] cash-back [removed: rewards, are] [added: rewards and support for] digital [removed: wallet-enabled and, through the companion myWisely app, offer other personal financial management features.][added: wallets.]

[removed: ][added: ]

In addition, our ADP Mobile [removed: apps simplify] [added: app simplifies] how work gets done by enabling clients to process their payroll anywhere, and giving millions of their employees worldwide convenient access to their payroll and HR information in [removed: 28] [added: 29] languages.

[removed: We have also given third-party developers and system integrators access to some of our platforms’ API] (application programming interface) libraries through ADP Marketplace in order to enable secure data sharing between ADP and other solutions across the HR and business ecosystem.

With [removed: approximately 600] [added: more than 650] apps and integrations to choose from, ADP Marketplace offers [removed: ADP] clients a modern HR experience that they can tailor to their specific needs.

The COVID-19 global pandemic [removed: has continued to create] [added: created] extremely challenging circumstances for our clients and their [removed: employees, and] [added: employees and, throughout,] our priority has been to [removed: provide the support they need to] [added: help them] navigate these challenges.

As they [removed: pivot their focus from seeking essential relief to evolving] [added: evolved] their business models and operations to address changes in the economy and workplace, we [added: provided and] continue to provide trusted solutions, data and [removed: expertise to help them emerge stronger.][added: expertise.]

Today, we are one of the world’s leading global technology companies providing comprehensive cloud-based human capital management (HCM) solutions that unite HR, payroll, talent, time, tax and benefits administration.

Our unmatched experience, expertise, insights and cutting-edge technology have transformed HCM from an administrative challenge to a strategic business advantage.

Tailored to meet the needs of businesses of all sizes, we help them work smarter today so they can have more success tomorrow.

With a large and growing addressable market, we are executing on our strategic pillars by focusing on the following priorities:

- Continuing to offer the broadest suite of complete solutions, while identifying and pursuing new and additional opportunities to expand and build on our solutions to ensure that our clients and their workers can navigate the ever-changing and challenging world of work.

- Enhancing our powerful distribution with impactful data, digital technology and marketing investments.

Our footprint and scale in the HCM industry is unmatched.

The size and breadth of our client base provides us an unrivaled HCM dataset, and we are focused on converting our data advantage into our client’s data advantage.

We are doing this by differentiating our HCM solutions with

ADP’s unmatched dataset that provides clients with insights that can help drive better decisions, and by continuing to identify and pursue new and additional data-as-a-service opportunities.

We offer similar tools to clients outside the United States, including through our ADP GlobalView® and ADP iHCM solutions.

ADP’s Pay Equity Storyboard combines analytics and benchmarking

Insights powered by DataCloud are particularly important with respect to diversity, equity and inclusion (DEI) and, as part of our commitment to DEI, we introduced the first-of-its-kind DEI benchmark to help companies assess DEI gaps, track their progress and achieve their goals, bolstering ADP’s suite of DEI offerings.

The solution also earned acclaim in Fast Company’s first-ever list of the “Next Big Things in Tech,” which highlights tech breakthroughs that promise to define the future of their industries.

‘Always Designing for People’ isn’t just a tag line – innovation is also about putting our clients first by giving them and their workers a faster, smarter and easier user experience (UX) that was designed with and for them.

With a modern look and feel based on our brand new design system, our new UX is powered by data and ML and provides intuitive workflows that are available when and where our clients and their workers need it.

We are investing in UX alignment and simplification across our strategic products and solutions, with new UX releases for RUN Powered by ADP®, MyADP®, ADP® Mobile Solutions and, most recently, ADP Workforce Now®.

We have also given third-party developers and system integrators access to some of our platforms’ API

As the way people work is reshaped, our innovative technology,



During our fiscal 2022, we undertook and implemented several initiatives that underpin our culture, values and talent practices, including:

- Continuing to eliminate a college degree requirement to expand the applicant pool for non-specialized roles, such as those in our Sales organization;

- Launching ADP’s Impact Council, activating top executives to align their business unit practices and outcomes with our diversity, equity and inclusion strategy; and

- Establishing partnerships with the National Black MBA Association, the United Negro College Fund and Prospanica to further diversify our talent pipeline and educate and develop their members.

Our commitment to building a better world of work and creating a workplace where everyone can thrive has led to recognition across the globe, including Fortune’s World’s Most Admired Companies (16 consecutive years); Best Place to Work for LGBTQ+ Equality (13th perfect score on the Human Rights Campaign Foundation’s Corporate Equality Index); DiversityInc Top 50 Companies for Diversity; Barron’s 100 Most Sustainable Companies; Newsweek’s America’s Most Responsible Companies; and Newsweek’s America’s Most Trustworthy Companies.

Our leadership program is designed to help leaders build self-awareness, cultivate strong internal relationships, establish a leadership model that is unique to their strengths and achieve better decision-making using systems thinking.

Today, we are one of the world’s leading providers of cloud-based human capital management (HCM) solutions to employers, offering solutions to businesses of all sizes, whether they have simple or complex needs.

With a large and growing addressable market, we are strongly positioned to continue delivering sustainable long-term value across our strategic pillars.

We are doing this by successfully executing on product and technology innovation, providing industry-leading service and compliance expertise, and enhancing our world-class distribution.

Our cloud-based next-gen platforms are built to be person-centric, serve all worker types, support flexible work and on-demand pay, and deliver seamless global capabilities to dynamic, team-based organizations.

Digital technology is transforming today's workplace and workforce.

We offer the broadest suite of complete HRO solutions coupled with dedicated and strategic HR services and deep local expertise.

These offerings can be tailored to meet the increasingly complex and sophisticated needs of our clients and their workers.

Our next-gen platforms are designed to meet the needs of our clients in an ever-changing world of work.

clients to confidently handle compliance matters like tax filing and deposits.

Today, big data provides a real competitive advantage.

That is why we have accelerated the deployment of machine learning (ML) against our unmatched HCM dataset – the same HCM dataset that drives our renowned ADP National Employment Report®.

We offer similar solutions to clients outside the United States.

We continue to leverage the powerful DataCloud platform to provide clients with relevant, actionable insights.

These insights are particularly important with respect to Diversity and Inclusion and, as part of our commitment to Diversity and Inclusion, this year we introduced the Diversity, Equity and Inclusion (DEI) Dashboard which can help businesses focus on the DEI issues that are most important to them by analyzing their diversity landscape through a simple question-and-answer format and easy-to-navigate user interface that allows them to better set, track and expand their DEI goals.

These innovative offerings combine HR expertise and data transparency in a way that connects HR to the bottom line.

WorkMarket, a cloud-based workforce management solution, provides robust freelancer management functionality and reporting insights, enabling clients to organize, manage and pay their extended workforce.

At the onset of the pandemic, we quickly developed and provided – at no charge – reporting capabilities designed to provide clients around the world with data they needed to benefit from legislation providing financial assistance to enable them to stay in business.

We were one of the first HCM companies to provide tools and reports that enabled our clients to apply for Paycheck Protection Program loans under the Coronavirus Aid, Relief and Economic Security (CARES) Act of more than $115 billion – ultimately helping approximately 400,000 employers apply for this essential assistance.

To help employers confidently manage compliance, our teams analyzed more than 2,000 legislative updates associated with COVID-19 across the globe in order to provide them with easy to understand and actionable guidance and updated reporting tools.

With ADP® Compliance on Demand, clients can easily tap into a knowledge base for compliance — from new leave laws and time tracking requirements, to record-keeping and more.

The new ADP Time Kiosk helps employers manage safe levels of occupancy by equipping workers with time & attendance tracking without touching a device.

The Time Kiosk uses optional facial recognition to log workers in compliantly and voice activation to start/end a shift, take a meal break, transfer jobs and more.

As the economy recovers and the way people work is reshaped, our teams continue to swiftly adapt and adjust workflows to deliver the content, resources and support that employers and their workforce need, when they need it.

While our client retention rate historically has not varied significantly from year to year, we experienced an increase in our Employer Services rate in fiscal 2021 that we believe was driven primarily by a combination of improvement in client satisfaction and a decrease in clients switching providers during the Covid-19 pandemic.

solutions and services and, given our recurring revenue model, do not have a material and immediate effect on our revenues.

care coverage, a 401(k) plan with company matching contributions, life insurance, paid time off and tuition reimbursement.

Our Response to Covid-19

With respect to the Covid-19 pandemic, we moved quickly to protect our associates and their families by relocating nearly all of our associates to work-from-home or remote working arrangements.

We provided all of our associates, excluding corporate officers, with two one-time payments totaling $1,250 (or equivalent based on the average wage parity in each country) to assist with the unexpected hardships of the pandemic.

We conducted Covid-19 vaccination drives in our offices in India for associates and their families during a vaccine shortage in India.

We also provided important additional support by expanding our Voluntary Wellness Program and Employee Assistance Program and creating a Mental Health Resources Guide highlighting important mental health topics and resources available to our associates and their families.

For the Year Ended June 30, [removed: 2021][added: 2022]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately [removed: $75,329,818,310.][added: $103,548,812,666.]

On July [removed: 30, 2021] [added: 29, 2022] there were [removed: 423,080,556] [added: 415,516,984] shares of Common Stock outstanding.

| Portions of the Registrant's Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders. | | | Part III | | |

| Item 1. | | | [removed: [Business](#i649e1fa1719440a297506894f0c79149_13)] [added: [Business](#ib7108eb5ab544545b05238d1636d60ed_13)] | | | [removed: [3](#i649e1fa1719440a297506894f0c79149_13)] [added: [3](#ib7108eb5ab544545b05238d1636d60ed_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i649e1fa1719440a297506894f0c79149_16)] [added: Factors](#ib7108eb5ab544545b05238d1636d60ed_16)] | | | [removed: [17](#i649e1fa1719440a297506894f0c79149_16)] [added: [17](#ib7108eb5ab544545b05238d1636d60ed_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i649e1fa1719440a297506894f0c79149_19)] [added: Comments](#ib7108eb5ab544545b05238d1636d60ed_19)] | | | [removed: [23](#i649e1fa1719440a297506894f0c79149_19)] [added: [23](#ib7108eb5ab544545b05238d1636d60ed_19)] | | |

| Item 2. | | | [removed: [Properties](#i649e1fa1719440a297506894f0c79149_22)] [added: [Properties](#ib7108eb5ab544545b05238d1636d60ed_22)] | | | [removed: [23](#i649e1fa1719440a297506894f0c79149_22)] [added: [23](#ib7108eb5ab544545b05238d1636d60ed_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i649e1fa1719440a297506894f0c79149_25)] [added: Proceedings](#ib7108eb5ab544545b05238d1636d60ed_25)] | | | [removed: [23](#i649e1fa1719440a297506894f0c79149_25)] [added: [23](#ib7108eb5ab544545b05238d1636d60ed_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i649e1fa1719440a297506894f0c79149_28)] [added: Disclosures](#ib7108eb5ab544545b05238d1636d60ed_28)] | | | [removed: [23](#i649e1fa1719440a297506894f0c79149_28)] [added: [23](#ib7108eb5ab544545b05238d1636d60ed_28)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i649e1fa1719440a297506894f0c79149_34)] [added: Securities](#ib7108eb5ab544545b05238d1636d60ed_34)] | | | [removed: [24](#i649e1fa1719440a297506894f0c79149_34)] [added: [24](#ib7108eb5ab544545b05238d1636d60ed_34)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#i649e1fa1719440a297506894f0c79149_37)] [added: Data](#ib7108eb5ab544545b05238d1636d60ed_40)] | | | [removed: [25](#i649e1fa1719440a297506894f0c79149_1964)] [added: [25](#ib7108eb5ab544545b05238d1636d60ed_37)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i649e1fa1719440a297506894f0c79149_43)] [added: Operations](#ib7108eb5ab544545b05238d1636d60ed_46)] | | | [removed: [25](#i649e1fa1719440a297506894f0c79149_43)] [added: [25](#ib7108eb5ab544545b05238d1636d60ed_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i649e1fa1719440a297506894f0c79149_79)] [added: Risk](#ib7108eb5ab544545b05238d1636d60ed_82)] | | | [removed: [43](#i649e1fa1719440a297506894f0c79149_79)] [added: [44](#ib7108eb5ab544545b05238d1636d60ed_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i649e1fa1719440a297506894f0c79149_82)] [added: Data](#ib7108eb5ab544545b05238d1636d60ed_85)] | | | [removed: [44](#i649e1fa1719440a297506894f0c79149_82)] [added: [45](#ib7108eb5ab544545b05238d1636d60ed_85)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i649e1fa1719440a297506894f0c79149_163)] [added: Disclosure](#ib7108eb5ab544545b05238d1636d60ed_169)] | | | [removed: [80](#i649e1fa1719440a297506894f0c79149_163)] [added: [81](#ib7108eb5ab544545b05238d1636d60ed_169)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i649e1fa1719440a297506894f0c79149_166)] [added: Procedures](#ib7108eb5ab544545b05238d1636d60ed_172)] | | | [removed: [81](#i649e1fa1719440a297506894f0c79149_166)] [added: [81](#ib7108eb5ab544545b05238d1636d60ed_172)] | | |

| Item 9B. | | | [Other [removed: Information](#i649e1fa1719440a297506894f0c79149_175)] [added: Information](#ib7108eb5ab544545b05238d1636d60ed_181)] | | | [removed: [84](#i649e1fa1719440a297506894f0c79149_175)] [added: [85](#ib7108eb5ab544545b05238d1636d60ed_181)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i649e1fa1719440a297506894f0c79149_181)] [added: Governance](#ib7108eb5ab544545b05238d1636d60ed_187)] | | | [removed: [85](#i649e1fa1719440a297506894f0c79149_181)] [added: [86](#ib7108eb5ab544545b05238d1636d60ed_187)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i649e1fa1719440a297506894f0c79149_184)] [added: Compensation](#ib7108eb5ab544545b05238d1636d60ed_190)] | | | [removed: [87](#i649e1fa1719440a297506894f0c79149_184)] [added: [88](#ib7108eb5ab544545b05238d1636d60ed_190)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i649e1fa1719440a297506894f0c79149_187)] [added: Matters](#ib7108eb5ab544545b05238d1636d60ed_193)] | | | [removed: [87](#i649e1fa1719440a297506894f0c79149_187)] [added: [88](#ib7108eb5ab544545b05238d1636d60ed_193)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i649e1fa1719440a297506894f0c79149_190)] [added: Independence](#ib7108eb5ab544545b05238d1636d60ed_196)] | | | [removed: [87](#i649e1fa1719440a297506894f0c79149_190)] [added: [88](#ib7108eb5ab544545b05238d1636d60ed_196)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i649e1fa1719440a297506894f0c79149_193)] [added: Services](#ib7108eb5ab544545b05238d1636d60ed_199)] | | | [removed: [87](#i649e1fa1719440a297506894f0c79149_193)] [added: [88](#ib7108eb5ab544545b05238d1636d60ed_199)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i649e1fa1719440a297506894f0c79149_199)] [added: Schedules](#ib7108eb5ab544545b05238d1636d60ed_205)] | | | [removed: [87](#i649e1fa1719440a297506894f0c79149_199)] [added: [88](#ib7108eb5ab544545b05238d1636d60ed_205)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ib7108eb5ab544545b05238d1636d60ed_1988) | | | [85](#ib7108eb5ab544545b05238d1636d60ed_181) | | |

| Signatures | | | | | | [94](#ib7108eb5ab544545b05238d1636d60ed_211) | | |

| Signatures | | | | | | [92](#i649e1fa1719440a297506894f0c79149_205) | | |

ADP owns 7 of its processing/print centers, and [removed: 12] [added: 11] other operational offices, sales offices, and its corporate headquarters in Roseland, New Jersey, which aggregate approximately [removed: 3,070,644] [added: 2,960,506] square feet.

All of these leases, which aggregate approximately [removed: 5,366,245] [added: 5,668,295] square feet worldwide, expire at various times up to the year [removed: 2031.][added: 2032.]

As of June 30, [removed: 2021,] [added: 2022,] there were [removed: 34,701] [added: 33,473] holders of record of the Company’s common stock.

As of such date, [removed: 1,051,941] [added: 1,275,687] additional holders held their common stock in “street name.”

| (1) | | | | | | [removed: Pursuant] [added: During the three months ended June 30, 2022, pursuant] to the terms of the Company’s restricted stock program, the Company purchased [removed: 4,674] [added: 5,703] shares at the then-market value of the shares to satisfy certain tax withholding requirements for employees upon the vesting of their restricted shares. | | |

For equity compensation plan information, please refer to Item 12 in Part III of this Annual Report [removed: or] [added: on] Form 10-K.

The following graph compares the cumulative return on the Company’s common stock for the most recent five years with the cumulative return on the S&P 500 [removed: Index, a Peer Group Index,(a)] [added: Index] and the [removed: Old] Peer Group [removed: Index,(b)] [added: Index,(a)] assuming an initial investment of $100 on June 30, [removed: 2016,] [added: 2017,] with all dividends reinvested.

[removed: ][added: ]

| April 1, 2022 to April 30, 2022 | | | 640,656 | | | $230.87 | | | 638,944 | | | $1,445,716,749 | | |

| May 1, 2022 to May 31, 2022 | | | 786,840 | | | $213.87 | | | 785,635 | | | $1,277,703,317 | | |

| June 1, 2022 to June 30, 2022 | | | 812,694 | | | $212.38 | | | 809,908 | | | $1,105,689,504 | | |

| Total | | | 2,240,190 | | | | | | 2,234,487 | | | | | |

| April 1, 2021 to April 30, 2021 | | | 703,968 | | | $190.81 | | | 702,309 | | | $3,414,959,644 | | |

| May 1, 2021 to May 31, 2021 | | | 846,225 | | | $193.80 | | | 845,310 | | | $3,251,138,425 | | |

| June 1, 2021 to June 30, 2021 | | | 893,690 | | | $197.42 | | | 891,590 | | | $3,075,122,616 | | |

| Total | | | 2,443,883 | | | | | | 2,439,209 | | | | | |

The Company reassessed its peer group and determined that the companies included in the Nasdaq Dividend Achievers Select Index more closely match our Company characteristics than the companies previously included in the Old Peer Group Index based on their commitment to increasing annual regular dividend payments, maturity and stable and positive earnings growth profile.

(b) The Old Peer Group Index was the S&P 500 Information Technology Index.

We have audited the accompanying consolidated balance sheets of Automatic Data Processing, Inc. and subsidiaries (the "Company") as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related statements of consolidated earnings, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] and the related notes and the schedule listed in the Index at Item 15(a)2 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended June 30, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August [removed: 4, 2021,] [added: 3, 2022,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Our audits included performing procedures to assess the [removed: risk] [added: risks] of material [removed: misstatements] [added: misstatement] of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

In addition, the discounted cash flow model requires the Company to select an appropriate weighted average cost of capital based on current market conditions as of June 30, [removed: 2021.][added: 2022.]

Forecasts of future revenue and operating margin from the Company’s next-gen platform, for which there is limited historical data, contribute significantly to the estimate of fair value of a reporting unit within the Employer Services reportable segment with approximately $678 million of goodwill as of June 30, [removed: 2021.][added: 2022.]

[removed: In turn, a high degree of auditor judgment and an increased extent of] audit [removed: effort were required when performing audit] procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of revenue and operating margin and the selection of the weighted average cost of capital, including the involvement of our fair value specialists.

The Company has reported client funds obligations as a current liability in the consolidated financial statements totaling [removed: $34,403.8] [added: $51,285.5] million as of June 30, [removed: 2021.][added: 2022.]

- For a selection of client funds obligations transactions, we evaluated whether the funds were impounded prior to June 30, [removed: 2021,] [added: 2022,] agreed the liability to the corresponding asset balance, and evaluated whether the funds were properly included or excluded from the client funds obligations.

[removed: Parsippany,] [added: Morristown,] New Jersey

| Years ended June 30, | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenues, other than interest on funds held for clients and PEO revenues | | | | | | $ | [removed: 9,768.6] [added: 10,505.0] | | | | | $ | [removed: 9,538.1] [added: 9,768.6] | | | | | $ | [removed: 9,375.8] [added: 9,538.1] | |

| Interest on funds held for clients | | | | | | [removed: 422.4] [added: 451.8] | | | | | | [removed: 545.2] [added: 422.4] | | | | | | [removed: 561.9] [added: 545.2] | | |

| PEO revenues (A) | | | | | | [removed: 4,814.4] [added: 5,541.5] | | | | | | [removed: 4,506.5] [added: 4,814.4] | | | | | | [removed: 4,172.5] [added: 4,506.5] | | |

| TOTAL REVENUES | | | | | | [removed: 15,005.4] [added: 16,498.3] | | | | | | [removed: 14,589.8] [added: 15,005.4] | | | | | | [removed: 14,110.2] [added: 14,589.8] | | |

| Operating expenses | | | | | | [removed: 7,520.7] [added: 8,252.6] | | | | | | [removed: 7,404.1] [added: 7,520.7] | | | | | | [removed: 7,080.9] [added: 7,404.1] | | |

| Systems development and programming costs | | | | | | [removed: 716.6] [added: 798.6] | | | | | | [removed: 674.1] [added: 716.6] | | | | | | [removed: 636.3] [added: 674.1] | | |

| Depreciation and amortization | | | | | | [removed: 403.0] [added: 410.7] | | | | | | [removed: 366.9] [added: 403.0] | | | | | | [removed: 304.4] [added: 366.9] | | |

| TOTAL COSTS OF REVENUES | | | | | | [removed: 8,640.3] [added: 9,461.9] | | | | | | [removed: 8,445.1] [added: 8,640.3] | | | | | | [removed: 8,021.6] [added: 8,445.1] | | |

| Selling, general, and administrative expenses | | | | | | [removed: 3,040.5] [added: 3,233.2] | | | | | | [removed: 3,003.0] [added: 3,040.5] | | | | | | [removed: 3,064.2] [added: 3,003.0] | | |

| Interest expense | | | | | | [removed: 59.7] [added: 81.9] | | | | | | [removed: 107.1] [added: 59.7] | | | | | | [removed: 129.9] [added: 107.1] | | |

| TOTAL EXPENSES | | | | | | [removed: 11,740.5] [added: 12,777.0] | | | | | | [removed: 11,555.2] [added: 11,740.5] | | | | | | [removed: 11,215.7] [added: 11,555.2] | | |

| Other (income)/expense, net | | | | | | [removed: (96.3)] [added: (82.8)] | | | | | | [removed: (148.0)] [added: (96.3)] | | | | | | [removed: (111.1)] [added: (148.0)] | | |

| EARNINGS BEFORE INCOME TAXES | | | | | | [removed: 3,361.2] [added: 3,804.1] | | | | | | [removed: 3,182.6] [added: 3,361.2] | | | | | | [removed: 3,005.6] [added: 3,182.6] | | |

| Provision for income taxes | | | | | | [removed: 762.7] [added: 855.2] | | | | | | [removed: 716.1] [added: 762.7] | | | | | | [removed: 712.8] [added: 716.1] | | |

| NET EARNINGS | | | | | | $ | [removed: 2,598.5] [added: 2,948.9] | | | | | $ | [removed: 2,466.5] [added: 2,598.5] | | | | | $ | [removed: 2,292.8] [added: 2,466.5] | |

| BASIC EARNINGS PER SHARE | | | | | | $ | [removed: 6.10] [added: 7.04] | | | | | $ | [removed: 5.73] [added: 6.10] | | | | | $ | [removed: 5.27] [added: 5.73] | |

| DILUTED EARNINGS PER SHARE | | | | | | $ | [removed: 6.07] [added: 7.00] | | | | | $ | [removed: 5.70] [added: 6.07] | | | | | $ | [removed: 5.24] [added: 5.70] | |

| Basic weighted average shares outstanding | | | | | | [removed: 426.3] [added: 418.8] | | | | | | [removed: 430.8] [added: 426.3] | | | | | | [removed: 435.0] [added: 430.8] | | |

| Diluted weighted average shares outstanding | | | | | | [removed: 428.1] [added: 421.1] | | | | | | [removed: 432.7] [added: 428.1] | | | | | | [removed: 437.6] [added: 432.7] | | |

(A) For the years ended June 30, [removed: 2021] [added: 2022] (“fiscal [removed: 2021”),] [added: 2022”),] June 30, [removed: 2020] [added: 2021] (“fiscal [removed: 2020”),] [added: 2021”),] and June 30, [removed: 2019] [added: 2020] (“fiscal [removed: 2019”),] [added: 2020”),] Professional Employer Organization (“PEO”) revenues are net of direct pass-through costs, primarily consisting of payroll wages and payroll taxes, of [removed: $51,362.3] [added: $62,619.2] million, [removed: $45,826.1] [added: $51,362.3] million, and [removed: $42,688.8] [added: $45,826.1] million, respectively.

See notes to the Consolidated Financial [removed: Statements.][added: Statements]

| Other comprehensive [removed: income/(loss):] [added: (loss)/income:] | | | | | | | | | | | | | | | | | | | | |

| Currency translation adjustments | | | | | | [removed: 95.4] [added: (127.4)] | | | | | | [removed: (53.0)] [added: 95.4] | | | | | | [removed: (42.2)] [added: (53.0)] | | |

| Unrealized net [removed: gains/(losses)] [added: (losses)/gains] on available-for-sale securities | | | | | | [removed: (363.3)] [added: (2,228.0)] | | | | | | [removed: 602.2] [added: (363.3)] | | | | | | [removed: 642.4] [added: 602.2] | | |

| Tax effect | | | | | | [removed: 82.6] [added: 503.7] | | | | | | [removed: (136.4)] [added: 82.6] | | | | | | [removed: (144.4)] [added: (136.4)] | | |

| Reclassification of net losses/(gains) on available-for-sale securities to net earnings | | | | | | [removed: (11.3)] [added: 4.4] | | | | | | [removed: (12.9)] [added: (11.3)] | | | | | | [removed: 0.9] [added: (12.9)] | | |

| Tax effect | | | | | | [removed: 2.5] [added: (1.0)] | | | | | | [removed: 2.9] [added: 2.5] | | | | | | [removed: (0.3)] [added: 2.9] | | |

| Unrealized (losses)/gains on cash flow hedging activities | | | | | | [removed: (3.3)] [added: —] | | | | | | [removed: (40.3)] [added: (3.3)] | | | | | | [removed: —] [added: (40.3)] | | |

| Tax effect | | | | | | [removed: 0.8] [added: —] | | | | | | [removed: 10.0] [added: 0.8] | | | | | | [removed: —] [added: 10.0] | | |

In turn, a high degree of auditor judgment and an increased extent of audit effort were required when performing

August 3, 2022

Automatic Data Processing, Inc. and Subsidiaries

Automatic Data Processing, Inc. and Subsidiaries

| Net earnings | | | | | | $ | 2,948.9 | | | | | $ | 2,598.5 | | | | | $ | 2,466.5 | |

Automatic Data Processing, Inc. and Subsidiaries

| June 30, | | | | | | 2022 | | | | | | 2021 | | |

Automatic Data Processing, Inc. and Subsidiaries

| Other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,004.3) | | |

| Balance at June 30, 2022 | | | | | | 638.7 | | | | | | $ | 63.9 | | | | | $ | 1,794.2 | | | | | $ | 20,696.3 | | | | | $ | (17,335.4) | | | | | $ | (1,993.7) | |

Automatic Data Processing, Inc. and Subsidiaries

| Net earnings | | | | | | $ | 2,948.9 | | | | | $ | 2,598.5 | | | | | $ | 2,466.5 | |

| Other | | | | | | 32.7 | | | | | | 45.3 | | | | | | 89.3 | | |

Automatic Data Processing, Inc. and Subsidiaries

method.

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Weighted average shares (in millions) | | | | | | 418.8 | | | | | | 1.1 | | | | | | 1.2 | | | | | | 421.1 | | |

| EPS | | | | | | $ | 7.04 | | | | | | | | | | | | | | | | | $ | 7.00 | |

In fiscal 2022, the Company early adopted accounting standard update ("ASU") 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)".

None.

HCM provides a suite of product offerings that assist employers of all types and sizes in all stages of the employment cycle, from recruitment to retirement.

Global is generally consistent with the types of services provided within HCM but represent geographies outside of the United States and includes our multinational offerings.

HCM and Global revenues are primarily attributable to fees for providing solutions for payroll, benefits, talent, retirement services and HR processing and fees charged to implement the Company's solutions for clients.

HRO provides a comprehensive human resources outsourcing solution, including offering benefits, providing workers’ compensation insurance, and administering state unemployment insurance, among other human resources functions.

This revenue is primarily driven by PEO.

The Company has further disaggregated HRO to separate out its PEO zero-margin benefits pass-through revenues.

The Company recognizes client fund interest revenues on collected but not yet remitted funds held for clients in revenues as earned, as the collection, holding and remittance of these funds are critical components of providing these services.

| HCM | | | | | | | | | | | | | | | $ | 7,174.9 | | | | | $ | 6,655.2 | | | | | $ | 6,563.5 | |

| Global | | | | | | | | | | | | | | | 2,240.9 | | | | | | 2,144.9 | | | | | | 2,034.5 | | |

| HCM | | | $ | 7,183.1 | | | | | $ | — | | | | | $ | (8.2) | | | | | $ | 7,174.9 | |

| Global | | | 2,240.9 | | | | | | — | | | | | | — | | | | | | 2,240.9 | | |

| Total Segment Revenues | | | $ | 10,967.7 | | | | | $ | 5,545.7 | | | | | $ | (15.1) | | | | | $ | 16,498.3 | |

| HCM | | | $ | 6,660.7 | | | | | $ | — | | | | | $ | (5.5) | | | | | $ | 6,655.2 | |

| Global | | | 2,144.9 | | | | | | — | | | | | | — | | | | | | 2,144.9 | | |

| HCM | | | $ | 6,569.0 | | | | | $ | — | | | | | $ | (5.5) | | | | | $ | 6,563.5 | |

| Global | | | 2,034.5 | | | | | | — | | | | | | — | | | | | | 2,034.5 | | |

| June 30, | | | | | | 2022 | | | | | | 2021 | | |

In fiscal 2022, the Company recorded impairment charges of $23.0 million which is comprised of a write down of $12.1 million related to software and customer lists which were determined to have no future use and impairment charges of $10.9 million related to operating right-of-use assets associated with exiting certain leases early.

| Corporate bonds | | | 16,183.1 | | | | | | 3.9 | | | | | | (1,083.0) | | | | | | 15,104.0 | | |

| U.S. Treasury securities | | | 5,003.6 | | | | | | 2.2 | | | | | | (171.1) | | | | | | 4,834.7 | | |

Change in Accounting Principle

As discussed in Note 1 to the financial statements, effective July 1, 2019, the Company adopted FASB Accounting Standards Update 2016-02, *Leases* (ASC 842), under the optional transition method.

August 4, 2021

| Short-term debt | | | | | | — | | | | | | 1,001.8 | | |

| Balance at June 30, 2018 | | | | | | 638.7 | | | | | | $ | 63.9 | | | | | $ | 1,014.8 | | | | | $ | 16,546.6 | | | | | $ | (12,209.6) | | | | | $ | (679.8) | |

| Other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 422.5 | | |

| Other | | | | | | 35.2 | | | | | | 65.4 | | | | | | 43.9 | | |

| Other | | | | | | — | | | | | | — | | | | | | (5.8) | | |

assumptions that affect the assets, liabilities, revenues, expenses, and other comprehensive income that are reported in the

Consolidated Financial Statements and footnotes thereto.

presentation.

improvements.

| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Weighted average shares (in millions) | | | | | | 435.0 | | | | | | 1.0 | | | | | | 1.6 | | | | | | 437.6 | | |

| EPS | | | | | | $ | 5.27 | | | | | | | | | | | | | | | | | $ | 5.24 | |

The Company is subject to the continuous examination of our income tax returns by the Internal Revenue Service (“IRS”) and other tax authorities.

If certain pending tax matters settle within the next twelve months, the total amount of unrecognized tax benefits may increase or decrease for all open tax years and jurisdictions.

See Note 11 for additional details.

If no amount

Effective July 1, 2020, the Company adopted accounting standard update (“ASU”) 2018-13, “Fair Value Measurement.” The update modifies the disclosure requirements on fair value measurements.

Effective July 1, 2020, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This update introduces the current expected credit loss (“CECL”) model, which requires an entity to measure credit losses based on expected losses rather than incurred losses for certain financial instruments and financial assets, including trade receivables.

The adoption of ASU 2016-13 did not have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.

The following table summarizes recent ASU's issued by the Financial Accounting Standards Board (“FASB”) which have been assessed and are applicable to the Company:

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Standard | | | Description | | | Effective Date | | | Effect on Financial Statements or Other Significant Matters | | |

| ASU 2018-14 Compensation-Retirement Benefits-Defined Benefit Plans | | | This update modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans by removing and adding certain disclosures for these plans. The eliminated disclosures include (a) the amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit costs over the next fiscal year, and (b) the effects of a one percentage point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for post-retirement health care benefits. Additional disclosures include descriptions of significant gains and losses affecting the benefit obligation for the period. The amendments in ASU 2018-14 would need to be applied on a retrospective basis. | | | July 1, 2021 (Fiscal 2022) | | | The adoption of this guidance will modify disclosures but will not have an impact on the Company's consolidated results of operations, financial condition, or cash flows. | | |

The Company believes

| HCM | | | | | | | | | | | | | | | $ | 6,629.1 | | | | | $ | 6,540.9 | | | | | $ | 6,441.8 | |

| Global | | | | | | | | | | | | | | | 2,167.1 | | | | | | 2,052.8 | | | | | | 2,014.6 | | |

| HCM | | | $ | 6,634.6 | | | | | $ | — | | | | | $ | (5.5) | | | | | $ | 6,629.1 | |

| Global | | | 2,167.1 | | | | | | — | | | | | | — | | | | | | 2,167.1 | | |

| HCM | | | $ | 6,546.4 | | | | | $ | — | | | | | $ | (5.5) | | | | | $ | 6,540.9 | |

| Global | | | 2,052.8 | | | | | | — | | | | | | — | | | | | | 2,052.8 | | |

| HCM | | | $ | 6,447.5 | | | | | $ | — | | | | | $ | (5.7) | | | | | $ | 6,441.8 | |

| Global | | | 2,014.6 | | | | | | — | | | | | | — | | | | | | 2,014.6 | | |

| Total Segment Revenues | | | $ | 9,942.8 | | | | | $ | 4,177.7 | | | | | $ | (10.3) | | | | | $ | 14,110.2 | |

| Gain on sale of assets | | | | | | (8.1) | | | | | | (5.8) | | | | | | (4.1) | | |

| Gain on sale of investment | | | | | | (1.7) | | | | | | (0.2) | | | | | | (15.7) | | |

In fiscal 2019, the Company wrote down $12.1 million of internally developed software which was determined to have no future use due to redundant software identified as part of a recent acquisition.

Attached as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K are certifications of ADP's Chief Executive Officer and Chief Financial Officer, which are required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the [removed: “Exchange Act”).]

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 June 30, [removed: 2021] [added: 2022] in ensuring that (i) information required to be disclosed by the Company in reports that it files or submits under the Exchange Act 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 the Securities and Exchange Commission's rules and forms.

Management has performed an assessment of the effectiveness of ADP’s internal control over financial reporting as of June 30, [removed: 2021] [added: 2022] based upon criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management determined that ADP’s internal control over financial reporting was effective as of June 30, [removed: 2021.][added: 2022.]

| [removed: President and] Chief Executive Officer | | |

There were no changes in ADP's internal control over financial reporting that occurred during the quarter ended June 30, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, ADP's internal control over financial reporting.

We have audited the internal control over financial reporting of Automatic Data Processing, Inc. and subsidiaries (the “Company”) as of June 30, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, [removed: 2021,] [added: 2022,] of the Company and our report dated August [removed: 4, 2021,] [added: 3, 2022,] expressed an unqualified opinion on those financial [removed: statements and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.][added: statements.]

| [removed: Parsippany,] [added: Morristown,] New Jersey | | |

“Exchange Act”).

| /s/ Don McGuire | | |

| Don McGuire | | |

August 3, 2022

August 3, 2022

| /s/ Kathleen A. Winters | | |

| Kathleen A. Winters | | |

August 4, 2021

Part III

None.

Part III

| Brock Albinson | | | | | | [removed: 46] [added: 47] | | | | | | *Corporate Controller and Principal Accounting Officer* | | | | | | 2007 | | |

| Maria Black | | | | | | [removed: 47] [added: 48] | | | | | | *President, [removed: Worldwide Sales and Marketing*] [added: ADP*] | | | | | | 1996 | | |

| Michael A. Bonarti | | | | | | [removed: 55] [added: 56] | | | | | | *Chief Administrative Officer* | | | | | | 1997 | | |

| Laura Brown | | | | | | [removed: 49] [added: 50] | | | | | | *President, Major Account Services and ADP Canada* | | | | | | 2000 | | |

| Chris D'Ambrosio | | | | | | [removed: 40] [added: 41] | | | | | | *Chief Strategy Officer* | | | | | | 2014 | | |

| [removed: Joe DeSilva] [added: Jim Sperduto] | | | | | | [removed: 46] [added: 50] | | | | | | *President, Small Business Services, Retirement Services and* | | | | | | [removed: 2003] [added: 1994] | | |

| Michael C. Eberhard | | | | | | [removed: 59] [added: 60] | | | | | | *Vice President and Treasurer* | | | | | | 1998 | | |

| Sreeni Kutam | | | | | | [removed: 51] [added: 52] | | | | | | *Chief Human Resources Officer* | | | | | | 2014 | | |

| David Kwon | | | | | | [removed: 51] [added: 52] | | | | | | *Chief Legal Officer/General Counsel* | | | | | | 2011 | | |

| [removed: Don McGuire] [added: Virginia Magliulo] | | | | | | [removed: 61] [added: 53] | | | | | | *President, Employer Services International* | | | | | | [removed: 1998] [added: 2015] | | |

| Brian Michaud | | | | | | [removed: 53] [added: 54] | | | | | | *President, Smart Compliance Solutions* | | | | | | 1991 | | |

| Alex Quevedo | | | | | | [removed: 49] [added: 50] | | | | | | *President, Human Resource Outsourcing* | | | | | | 1997 | | |

| Carlos A. Rodriguez | | | | | | 57 | | | | | | [removed: *President and Chief] [added: *Chief] Executive Officer* | | | | | | 1999 | | |

| Donald Weinstein | | | | | | [removed: 52] [added: 53] | | | | | | *Corporate Vice President, Global Product and Technology* | | | | | | 2006 | | |

Prior to his appointment as [added: Chief Operating Officer in January 2022, he served as] President, Employer Services North [removed: America, he served] [added: America from March 2020 to December 2021,] as President, Major Account Services and ADP Canada from January 2017 to February 2020, as President, Small Business Services, Retirement Services and Insurance Services from July 2014 to December 2016, as Vice President, Client Experience and Continuous Improvement from November 2012 to June 2014, as Senior Vice President, Services and Operations - Small Business Services from February 2012 to October 2012, as President, TotalSource from July 2011 to January 2012, and as Senior Vice President, Service and Operations, TotalSource from June 2008 to June 2011.

Prior to her appointment as President, [added: ADP in January 2022, she served as President,] Worldwide Sales and [removed: Marketing, she served] [added: Marketing from March 2020 to December 2021,] as President, Small Business Solutions and Human Resources Outsourcing from January 2017 to February 2020, as President, ADP TotalSource from July 2014 to December 2016, as General Manager, ADP United Kingdom from April 2013 to June 2014, and as General Manager, Employer Services - TotalSource Western Central Region from January 2008 to March 2013.

Prior to his appointment as President, [added: Global Sales in January 2022, he served as President,] Small Business Services, Retirement Services and Insurance Services [removed: in] [added: from] February [removed: 2020, he served] [added: 2020 to December 2021,] as Senior Vice President, Services & Operations, Small Business Services from May 2017 to February 2020, as Senior Vice President/General Manager, Retirement Services from June 2015 to May 2017, and as Senior Vice President, Sales, Retirement Services from May 2013 to June 2015.

Prior to his appointment as [added: Chief Financial Officer in October 2021, he served as] President, Employer Services International [removed: in] [added: from] June [removed: 2018, he served] [added: 2018 to September 2021,] as President, Global Enterprise Solutions EMEA/Streamline from July 2016 to June 2018, as Senior Vice President, General Manager, Asia Pacific Region from December 2012 to June 2016, and as General Manager, ADP United Kingdom/Ireland from September 2007 to December 2012.

Prior to his appointment as Corporate Vice President, Global Product and Technology in July 2018, he served as Chief Strategy Officer from December 2015 to June 2018, as Senior Vice President, [added: Product Management from October 2010 to November 2015, and as Division Vice President, Strategy & Marketing from September 2007 to September 2010.]

See “Election of Directors” in the Proxy Statement for the Company’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which information is incorporated herein by reference.

See “Corporate Governance - Committees of the Board of Directors” and “Audit Committee Report” in the Proxy Statement for the Company’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which information is incorporated herein by reference.

| John Ayala | | | | | | 55 | | | | | | *Chief Operating Officer* | | | | | | 2002 | | |

| Gus Blanchard | | | | | | 59 | | | | | | *Chief Marketing Officer* | | | | | | 1985 | | |

| Joe DeSilva | | | | | | 47 | | | | | | *President, Global Sales* | | | | | | 2003 | | |

| Don McGuire | | | | | | 62 | | | | | | *Chief Financial Officer* | | | | | | 1998 | | |

| Kareem Rogers | | | | | | 47 | | | | | | *President, National Account Services* | | | | | | 2016 | | |

Gus Blanchard joined ADP in 1985.

Prior to his appointment as Chief Marketing Officer in July 2021, he served as Senior Vice President for Global Enterprise Sales from May 2014 to June 2021, and as Senior Vice President for TotalSource Sales from July 2009 to April 2014.

Virginia Magliulo joined ADP in 2015.

Prior to her appointment as President, Employer Services International in October 2021, she served as President, Global View from October 2019 to September 2021, and as General Manager, Southern Europe from November 2017 to October 2019.

Kareem Rogers joined ADP in 2016.

Prior to his appointment as President, National Account Services in July 2022, he served as Senior Vice President, Implementation, National Account Services from July 2018 to June 2022, and as Senior Vice President, Operations, National Account Services from March 2016 to July 2018.

Prior to joining ADP, he was a senior global executive for Equifax Inc. and a management consultant for McKinsey & Company.

Jim Sperduto joined ADP in 1994.

Prior to his appointment as President, Small Business Services, Retirement Services and Insurance Services in January 2022, he served as Senior Vice President/General Manager, Retirement Services from November 2020 to December 2021, as Senior Vice President, Inside Sales, from January 2020 to October 2020, and as Senior Vice President, Major Account Sales from July 2015 to January 2020.

| John Ayala | | | | | | 54 | | | | | | *President, Employer Services North America* | | | | | | 2002 | | |

| Deborah L. Dyson | | | | | | 55 | | | | | | *President, National Accounts Services* | | | | | | 1988 | | |

| Stuart Sackman | | | | | | 60 | | | | | | *Corporate Vice President, Global Shared Services* | | | | | | 1992 | | |

| Kathleen A. Winters | | | | | | 53 | | | | | | *Chief Financial Officer* | | | | | | 2019 | | |

Deborah L.

Dyson joined ADP in 1988.

Prior to her appointment as President, National Accounts Services in August 2017, she served as Corporate Vice President, Client Experience and Continuous Improvement from July 2014 to June 2018, as Division Vice President / General Manager, Employer Services - Major Account Services South Service Center from July 2012 to June 2014, and as Division Vice President / General Manager, Employer Services - Major Account Services Northwest Service Center from July 2006 to June 2012.

Stuart Sackman joined ADP in 1992.

Prior to his appointment as Corporate Vice President, Global Shared Services in July 2018, he served as Corporate Vice President, Global Product and Technology from March 2015 to June 2018, as Corporate Vice President and General Manager of Multinational Corporations Services from June 2012 to February 2015, and as Division Vice President and General Manager of the National Account Services’ East National Service Center from February 2008 to May 2012.

Product Management from October 2010 to November 2015, and as Division Vice President, Strategy & Marketing from September 2007 to September 2010.

Kathleen A.

Winters joined ADP in April 2019 as Chief Financial Officer.

Prior to joining ADP, she was Chief Financial Officer and Treasurer of MSCI Inc. from May 2016 to March 2019.

Prior to joining MSCI Inc., she served in various positions of increasing responsibility at Honeywell International, Inc. from 2002 to 2016, most recently as Vice President and Chief Financial Officer of the Performance Materials and Technologies operating segment.

See “Corporate Governance,” “Compensation Discussion and Analysis,” “Compensation [added: and Management Development] Committee Report,” “Compensation of Executive Officers” and “Compensation of Non-Employee Directors” in the Proxy Statement for the Company’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which information is incorporated herein by reference.

See “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement for the Company’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which information is incorporated herein by reference.

See “Election of Directors” and “Corporate Governance” in the Proxy Statement for the Company’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which information is incorporated herein by reference.

See “Independent Registered Public Accounting Firm's Fees” in the Proxy Statement for the Company's [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which information is incorporated herein by reference.

Report of Independent Registered Public Accounting Firm [added: (PCAOB ID No. 34)]

Statements of Consolidated Earnings - years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Statements of Consolidated Comprehensive Income - years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Balance Sheets - June 30, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Statements of Consolidated Stockholders' Equity - years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Statements of Consolidated Cash Flows - years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| | | | Schedule II - Valuation and Qualifying Accounts | | | | | | [removed: [91](#i649e1fa1719440a297506894f0c79149_202)] [added: [93](#ib7108eb5ab544545b05238d1636d60ed_208)] | | |

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit41q4fy21.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/8670/000000867022000038/exhibit41q4fy22.htm)] | | | Description of Common Stock | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/8670/000095010321008624/dp152457_ex1001.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/8670/000095010322011894/dp176549_ex1001.htm)] | | | 364-Day Credit Agreement, dated as of [removed: June 9, 2021,] [added: July 1, 2022,] among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as Syndication Agents, and Barclays Bank PLC and MUFG Bank, Ltd., as Documentation Agents - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: June 9, 2021] and filed on [removed: June 10, 2021] [added: July 1, 2022] | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/8670/000000867015000012/exhibit102q3fy15.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/8670/000000867020000038/exhibit102q1fy21.htm)] | | | Automatic Data Processing, Inc. Retirement and Savings Restoration Plan [added: (Amended and Restated as of February 3, 2020)] - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: March 31, 2015] [added: September 30, 2020] (Management Compensatory Plan) | | |

| [removed: [10.10](https://www.sec.gov/Archives/edgar/data/8670/000000867020000038/exhibit102q1fy21.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/8670/000000867018000007/exhibit101.htm)] | | | Automatic Data Processing, Inc. [removed: Retirement] [added: Amended] and [removed: Savings Restoration] [added: Restated 2008 Omnibus Award] Plan [removed: (Amended] [added: (as amended] and [removed: Restated] [added: restated] as of [removed: February 3, 2020)] [added: April 11, 2018, the "2008 Omnibus Award Plan")] - incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: September 30, 2020] [added: March 31, 2018] (Management Compensatory Plan) | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/8670/000000867015000012/exhibit103q3fy15.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/8670/000000867015000012/exhibit103q3fy15.htm)] | | | Automatic Data Processing, Inc. Corporate Officer Severance Plan - incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan) | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/8670/000095014218002199/eh1801217-ex1004.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/8670/000095014218002199/eh1801217-ex1004.htm)] | | | Automatic Data Processing, Inc. Change in Control Severance Plan for Corporate Officers (as amended) (Management Compensatory Plan) - incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated November 6, 2018 and filed on November 13, 2018 (Management Compensatory Plan) | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/8670/000000867018000007/exhibit101.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/8670/000000867012000004/exhibit10_2.htm)] | | | [removed: Automatic Data Processing, Inc. Amended and Restated] [added: French Sub Plan under the] 2008 Omnibus Award Plan [removed: (as amended and restated] [added: effective] as of [removed: April 11, 2018 (the "2008 Omnibus Award Plan")] [added: January 26, 2012] - incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, [removed: 2018] [added: 2012] (Management Compensatory Plan) | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/8670/000000867012000004/exhibit10_2.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/8670/000000867019000005/exhibit101q2fy19.htm)] | | | French Sub Plan under the [removed: 2008] [added: 2018] Omnibus Award Plan [removed: effective as of] [added: (Adopted] January [removed: 26, 2012] [added: 15, 2019) (Management Compensatory Plan)] - incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: March] [added: December] 31, [removed: 2012] [added: 2018] (Management Compensatory Plan) | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/8670/000000867016000053/exhibit1022q4fy16.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/8670/000000867016000053/exhibit1022q4fy16.htm)] | | | Amended French Sub Plan under the 2008 Omnibus Award Plan effective as of April 6, 2016 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan) | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/8670/000120677412003634/exhibit10-33.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/8670/000120677412003634/exhibit10-33.htm)] | | | Form of Deferred Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (Management Compensatory Plan) | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/8670/000000867014000015/exhibit1029.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/8670/000000867014000015/exhibit1029.htm)] | | | Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Employees) - incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan) | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/8670/000000867015000012/exhibit105q3fy15.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/8670/000000867015000012/exhibit105q3fy15.htm)] | | | Form of Restricted Stock Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan) | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/8670/000000867015000012/exhibit106q3fy15.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/8670/000000867015000012/exhibit106q3fy15.htm)] | | | Form of Stock Option Grant [added: Agreement] under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan) | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/8670/000000867016000053/exhibit1033q4fy16.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/8670/000000867016000053/exhibit1034q4fy16.htm)] | | | Form of [removed: Performance] Stock [removed: Unit Award] [added: Option Grant] Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit [removed: 10.33] [added: 10.34] to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan) | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/8670/000000867016000053/exhibit1034q4fy16.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/8670/000000867017000010/exhibit1034.htm)] | | | Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan [removed: (Form] for [removed: Corporate Officers)] [added: grants beginning September 1, 2017 (Management Compensatory Plan)] - incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2016] [added: 2017] (Management Compensatory Plan) | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/8670/000000867017000010/exhibit1033.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit1033q4fy21.htm)] | | | Form of Performance Stock Unit Award Agreement under the [removed: 2008] [added: 2018] Omnibus Award Plan for grants beginning September 1, [removed: 2017 (Management Compensatory Plan)] [added: 2021] - incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2017] [added: 2021] (Management Compensatory Plan) | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/8670/000000867017000010/exhibit1034.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit1031q4fy21.htm)] | | | Form of Stock Option Grant Agreement under the [removed: 2008] [added: 2018] Omnibus Award Plan for grants beginning September 1, [removed: 2017 (Management Compensatory Plan)] [added: 2021] - incorporated by reference to Exhibit [removed: 10.34] [added: 10.31] to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2017] [added: 2021] (Management Compensatory Plan) | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/8670/000000867017000010/exhibit1035.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit1032q4fy21.htm)] | | | Form of Restricted Stock and Restricted Stock Unit Award Agreement under the [removed: 2008] [added: 2018] Omnibus Award Plan for grants beginning September 1, [removed: 2017 (Management Compensatory Plan)] [added: 2021] - incorporated by reference to Exhibit [removed: 10.35] [added: 10.32] to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2017] [added: 2021] (Management Compensatory Plan) | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/8670/000000867018000011/exhibit1030q418.htm)] [added: [10.25](http://www.sec.gov/Archives/edgar/data/8670/000095014218002199/eh1801217-ex1003.htm)] | | | Form of [removed: Restricted Stock and Restricted] [added: Performance] Stock Unit Award Agreement under the [removed: 2008] [added: 2018] Omnibus Award Plan [removed: for grants beginning September 1, 2018] (Management Compensatory Plan) - incorporated by reference to Exhibit [removed: 10.30] [added: 10.3] to the Company's [removed: Annual] [added: Current] Report on Form [removed: 10-K for the fiscal year ended June 30,] [added: 8-K dated November 6,] 2018 [added: and filed on November 13, 2018] (Management Compensatory Plan) | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/8670/000120677418002805/adp3453541-def14a.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/8670/000120677418002805/adp3453541-def14a.htm)] | | | Automatic Data Processing, Inc. 2018 Omnibus Award Plan (the "2018 Omnibus Award Plan") - incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Form Schedule 14A dated September 20, 2018 (Management Compensatory Plan) | | |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/8670/000000867019000005/exhibit101q2fy19.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/8670/000095014218002199/eh1801217-ex1001.htm)] | | | [removed: French Sub Plan] [added: Form of Stock Option Grant Agreement] under the 2018 Omnibus Award Plan [removed: (Adopted January 15, 2019)] (Management Compensatory Plan) - incorporated by reference to Exhibit 10.1 to the Company's [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the fiscal quarter ended December 31,] [added: 8-K dated November 6,] 2018 [added: and filed on November 13, 2018] (Management Compensatory Plan) | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/8670/000095014218002199/eh1801217-ex1001.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/8670/000095014218002199/eh1801217-ex1002.htm)] | | | Form of [added: Restricted] Stock [removed: Option Grant] [added: and Restricted Stock Unit Award] Agreement under the 2018 Omnibus Award Plan (Management Compensatory Plan) - incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company's Current Report on Form 8-K dated November 6, 2018 and filed on November 13, 2018 (Management Compensatory Plan) | | |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/8670/000095014218002199/eh1801217-ex1002.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/8670/000000867022000038/exhibit1029q4fy22.htm)] | | | Form of Restricted Stock [removed: and Restricted Stock] Unit Award Agreement under the 2018 Omnibus Award Plan [removed: (Management Compensatory Plan) - incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated November 6, 2018 and filed on November 13, 2018] [added: for grants beginning September 1, 2022] (Management Compensatory Plan) | | |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/8670/000095014218002199/eh1801217-ex1003.htm)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/8670/000000867022000038/exhibit1030q4fy22.htm)] | | | Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan [removed: (Management Compensatory Plan) - incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated November 6, 2018 and filed on November 13, 2018] [added: for grants beginning September 1, 2022] (Management Compensatory Plan) | | |

| [removed: [10.34](https://www.sec.gov/Archives/edgar/data/8670/000000867019000013/exhibit101q3fy19.htm)] [added: [10.31](https://www.sec.gov/Archives/edgar/data/8670/000000867019000013/exhibit101q3fy19.htm)] | | | Offer Letter, dated as of March 1, 2019, between Automatic Data Processing, Inc. and Kathleen Winters - incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 | | |

| [removed: [10.35](https://www.sec.gov/Archives/edgar/data/8670/000095014220000822/eh2000477_ex1001.htm)] [added: [10.32](https://www.sec.gov/Archives/edgar/data/8670/000000867021000035/exhibit101q1fy22.htm)] | | | [removed: Separation Agreement] [added: Compensation letter for Don McGuire, dated September 2021,] and [removed: Release,] [added: relocation addendum,] dated [removed: March 12, 2020,] [added: October 26, 2021,] by and between [removed: Thomas J. Perrotti and] Automatic Data Processing, Inc. [added: and Don McGuire] - incorporated by reference to Exhibit 10.1 to the [removed: Company's Current] [added: Company’s Quarterly] Report on Form [removed: 8-K dated March 12, 2020 and filed on March 18, 2020] [added: 10-Q for the fiscal quarter ended September 30, 2021] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit21q4fy21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/8670/000000867022000038/exhibit21q4fy22.htm)] | | | Subsidiaries of the Company | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit23q4fy21.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/8670/000000867022000038/exhibit23q4fy22.htm)] | | | Consent of Independent Registered Public Accounting Firm | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit311ceoq4fy21.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/8670/000000867022000038/exhibit311ceoq4fy22.htm)] | | | Certification by Carlos A. Rodriguez pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit312cfoq4fy21.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/8670/000000867022000038/exhibit312cfoq4fy22.htm)] | | | Certification by [removed: Kathleen A. Winters] [added: Don McGuire] pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit321ceoq4fy21.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/8670/000000867022000038/exhibit321ceoq4fy22.htm)] | | | Certification by Carlos A. Rodriguez pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit322cfoq4fy21.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/8670/000000867022000038/exhibit322cfoq4fy22.htm)] | | | Certification by [removed: Kathleen A. Winters] [added: Don McGuire] pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | |

| [10.33](https://www.sec.gov/Archives/edgar/data/8670/000000867022000014/exhibit101q2fy22.htm) | | | Compensation letter for John Ayala, dated December 2021 - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021 | | |

| [10.34](https://www.sec.gov/Archives/edgar/data/8670/000000867022000014/exhibit102q2fy22.htm) | | | Compensation letter for Maria Black, dated December 2021 - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Current | | | | | | $ | 79,568 | | | | | $ | (1,893) | | | | | $ | 1,413 | | | | | $ | (22,320) | | (B) | | | | | | $ | 56,768 | |

| Long-term | | | | | | $ | 249 | | | | | $ | — | | | | | $ | (166) | | | | | $ | — | | (B) | | | | | | $ | 83 | |

| Deferred tax valuation allowance | | | | | | $ | 13,377 | | | | | $ | 8,563 | | | | | $ | (250) | | | | | $ | (2,823) | | | | | | | | $ | 18,867 | |

| /s/ David V. Goeckeler | | | | | | Director | | | | | | August 3, 2022 | | |

| (David V. Goeckeler) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| [10.31](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit1031q4fy21.htm) | | | Form of Stock Option Grant Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 (Management Compensatory Plan) | | |

| [10.32](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit1032q4fy21.htm) | | | Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 (Management Compensatory Plan) | | |

| [10.33](https://www.sec.gov/Archives/edgar/data/8670/000000867021000027/exhibit1033q4fy21.htm) | | | Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 (Management Compensatory Plan) | | |

| Current | | | | | | $ | 51,342 | | | | | $ | 28,177 | | | | | $ | 5,165 | | | | | $ | (29,834) | | (B) | | | | | | $ | 54,850 | |

| Long-term | | | | | | $ | 510 | | | | | $ | — | | | | | $ | (5) | | | | | $ | — | | (B) | | | | | | $ | 505 | |

| Deferred tax valuation allowance | | | | | | $ | 46,006 | | | | | $ | 7,171 | | | | | $ | (20,685) | | | | | $ | (865) | | | | | | | | $ | 31,627 | |