ADP 8-K Current Reports

Material AgreementsFinancial EventsExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jul 29, 2026)

ADP reported fiscal 2026 full-year results (year ended June 30, 2026) and issued fiscal 2027 guidance in an 8-K furnished under Item 2.02. Revenue rose 7% to $21.9 billion (6% organic constant currency), net earnings increased 8% to $4.4 billion, and adjusted EBIT grew 10% to $5.9 billion with a 80 basis point margin expansion to 26.8%. Diluted EPS rose 10% to $10.94, and adjusted diluted EPS rose 11% to $11.12. Fourth-quarter results were stronger, with adjusted diluted EPS up 17% to $2.64 and adjusted EBIT margin up 140 basis points to 25.1%, and management said the company finished the year at the high end of its guidance ranges. The near-term outlook calls for fiscal 2027 revenue growth of 5% to 6%, adjusted EBIT margin expansion of 70 to 90 basis points, and adjusted diluted EPS growth of 9% to 11%. Client funds interest is a major swing factor: management expects client funds interest revenue of $1.540 to $1.560 billion, up from $1.355 billion, on an assumed blended yield rising to about 3.7% and balance growth of 3% to 4%. Employer Services client revenue retention is guided to decline 10 to 30 basis points from 92.1%, which is a watch item for investors. The quarter also included a $91 million pre-tax business alignment charge, mostly severance, which is excluded from adjusted results. Balance sheet changes were notable: long-term debt rose to $4.96 billion, commercial paper was fully repaid, and share repurchases reached $2.08 billion for the year. Investors should weigh the strong earnings growth against the reliance on interest income and the reported retention pressure.

Jul 29, 2026 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (Jun 26, 2026)

Automatic Data Processing, Inc. (ADP) has entered into new credit agreements totaling $9.2 billion, replacing its previous facilities. The company secured a $5.7 billion 364-day credit facility and a $3.5 billion five-year credit facility. The five-year facility includes an accordion feature allowing for an additional $500 million in commitments, potentially increasing its total capacity to $4 billion. These new facilities provide ADP with significant liquidity and flexibility for general corporate purposes, replacing existing credit lines that expired on June 26, 2026. The structure of these new facilities offers revolving credit options denominated in multiple currencies (USD, CAD, EUR for the five-year facility) and interest rates tied to SOFR or prime rate benchmarks. The company will pay commitment fees on unused portions and a term-out fee on the 364-day facility. Standard covenants and events of default are included, consistent with industry practices. This strategic move enhances ADP's financial footing and operational capacity.

Jun 26, 2026 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (May 7, 2026)

Automatic Data Processing, Inc. (ADP) announced the successful issuance and sale of $1,000,000,000 aggregate principal amount of its 5.000% senior notes due 2036. This offering, executed on May 4, 2026, and closed on May 7, 2026, was conducted under an Underwriting Agreement with prominent financial institutions including BNP Paribas Securities Corp., BofA Securities, Inc., and J.P. Morgan Securities LLC. The notes were registered with the SEC and offered through a prospectus supplement, indicating a well-established and registered debt issuance process. This debt issuance provides ADP with significant capital, which could be used for various corporate purposes such as funding general corporate operations, potential acquisitions, or refinancing existing debt. The fixed interest rate of 5.000% on these senior notes offers predictability for future interest expenses. Investors in these notes are acquiring a debt instrument from a well-established company, with the terms and legality of the issuance further supported by counsel opinions filed with the SEC.

May 7, 2026 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Apr 29, 2026)

ADP reported third quarter fiscal 2026 results (quarter ended March 31, 2026) that came in ahead of management's expectations across revenue growth, adjusted EBIT margin, and adjusted EPS. Total revenues rose 7% to $5.9 billion (6% organic constant currency), net earnings rose 9% to $1.36 billion, and diluted EPS rose 10% to $3.38 (adjusted diluted EPS of $3.37). Adjusted EBIT grew 10% to $1.79 billion, with adjusted EBIT margin expanding 80 basis points to 30.2%. Employer Services drove the quarter, with segment revenue up 7% and segment margin up 130 basis points to 41.1%, while PEO Services revenue grew 7% but segment margin contracted 120 basis points to 13.0%, reflecting higher zero-margin pass-through costs and workers' compensation expenses. Interest on funds held for clients was a significant contributor, rising 14% to $404 million on average client fund balances of $48.3 billion (up 9%) and a 10 basis point increase in average yield to 3.3%. Net impact from the client funds strategy rose 17% to $401 million. Management characterized the quarter as strong and highlighted investment in AI capabilities across products, service delivery, and sales. Management raised fiscal 2026 guidance: revenue growth is now expected at 6% to 7% (previously about 6%), adjusted EBIT margin expansion at 70 to 80 basis points (previously 50 to 70), and adjusted diluted EPS growth at 10% to 11% (previously 9% to 10%). The client funds interest revenue outlook was increased to $1.340 to $1.350 billion from $1.310 to $1.330 billion. Investors should note that a portion of the earnings strength stems from elevated interest income on client funds, which is sensitive to interest rate movements, and that the adjusted results exclude minor items such as a roughly $2 million reversal of a prior workforce optimization charge and about $4 million of ADP Ventures investment gains.

Apr 29, 2026 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jan 28, 2026)

ADP reported fiscal Q2 2026 (quarter ended December 31, 2025) results that met or beat its expectations across the board. Revenue rose 6% year over year to $5.36 billion (5% organic constant currency), and GAAP net earnings increased 10% to $1.06 billion. Diluted EPS grew 11% to $2.62, and adjusted EBIT margin expanded 80 basis points to 26.0%. Employer Services revenue grew 6% with segment margin up 50 basis points, while PEO Services revenue grew 6% but segment margin fell 70 basis points. U.S. pays per control rose 1%. The most notable item for investors is the raised full-year fiscal 2026 outlook. Management now expects revenue growth of about 6% (previously 5% to 6%), adjusted diluted EPS growth of 9% to 10% (previously 8% to 10%), and client funds interest revenue of $1.310 to $1.330 billion (previously $1.300 to $1.320 billion). Adjusted EBIT margin expansion of 50 to 70 basis points and the adjusted effective tax rate of about 23% were held steady. Employer Services bookings growth of 4% to 7% and client revenue retention decline of 10 to 30 basis points were also reaffirmed. Interest on client funds is a significant earnings driver. Interest on funds held for clients rose 13% to $309 million on a 6% increase in average balances to $37.6 billion and a 20 basis point rise in yield to 3.3%. Balance sheet figures show a sharp jump in funds held for clients and client funds obligations, both now around $67.5 billion, driven by the timing of client funds and the company's extended investment strategy. Net cash from operations for the six months was $1.78 billion, down from $1.97 billion, and the company repaid $4.77 billion of commercial paper while repurchasing $882 million of stock.

Jan 28, 2026 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Shareholder Vote Results (Nov 17, 2025)

Automatic Data Processing, Inc. (ADP) filed an 8-K on November 17, 2025, reporting the results of its Annual Meeting of Stockholders held on November 12, 2025. The meeting saw significant shareholder participation, with over 354 million shares represented. Key outcomes include the election of all director nominees by substantial margins and the approval, on an advisory basis, of the company's executive compensation. Additionally, shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year beginning July 1, 2025. Investors can take comfort in the strong shareholder support for both the board of directors and executive compensation policies, indicating alignment between management and ownership. The ratification of the auditor also suggests confidence in the company's financial oversight and reporting processes. While broker non-votes were present for director elections, the overwhelming 'For' votes for most nominees demonstrate broad shareholder approval.

Nov 17, 2025 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Oct 29, 2025)

ADP reported first quarter fiscal 2026 results (quarter ended September 30, 2025) that met management's expectations and showed steady top-line growth. Total revenues rose 7% year over year to $5.2 billion (6% organic constant currency), net earnings rose 6% to $1.0 billion, and diluted EPS increased 6% to $2.49 (adjusted diluted EPS up 7% to $2.49). Adjusted EBIT grew 7% to $1.3 billion, with the adjusted EBIT margin flat at 25.5%. Management attributed the beat versus its own expectations to new business bookings growth, strong client revenue retention, and higher client funds interest revenue. The quality of growth is mixed under the surface. Employer Services revenue grew 7% reported (5% organic constant currency) but its segment margin fell 50 basis points to 35.2%, and U.S. pays per control was roughly flat versus a 2% gain a year earlier. PEO Services revenue rose 7% but segment margin compressed 140 basis points to 13.0%, and segment earnings declined 3%. Interest on funds held for clients rose 13% to $287 million, helped by a higher average yield of 3.3% and a 7% increase in average client balances. That interest income is a meaningful contributor to earnings and is sensitive to rate movements. ADP maintained its fiscal 2026 consolidated outlook: revenue growth of 5% to 6%, adjusted EBIT margin expansion of 50 to 70 basis points, and adjusted diluted EPS growth of 8% to 10%. Within the outlook, management raised the client funds interest revenue forecast to $1.300 to $1.320 billion and the net client funds extended strategy contribution to $1.260 to $1.280 billion, while lowering the U.S. pays per control expectation to roughly flat from 0% to 1%. Cash flow from operations was $642 million, down from $824 million a year earlier, and commercial paper borrowings rose to $5.2 billion. This filing is an earnings release furnished under Item 2.02 and does not itself contain new financial statements requiring Item 4 or other disclosures.

Oct 29, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jul 30, 2025)

ADP reported fiscal 2025 (year ended June 30, 2025) results on July 30, 2025, in an earnings release furnished as Exhibit 99 to this 8-K under Item 2.02. Full-year revenue rose 7% to $20.6 billion (7% organic constant currency), net earnings rose 9% to $4.1 billion, and diluted EPS rose 10% to $9.98 (adjusted diluted EPS up 9% to $10.01). Adjusted EBIT margin expanded 50 basis points to 26.0%. Employer Services, the larger segment, grew revenue 7% for the year and 8% in the fourth quarter, with segment margin up 100 basis points for the year. PEO Services revenue grew 7%, though its segment margin declined 60 basis points. The results were driven in part by client funds interest income, which rose 16% to $1.19 billion for the year on higher average balances and yields. Investors should note that this interest income is sensitive to interest rates, and management's fiscal 2026 outlook assumes the yield on client funds rises to about 3.4% and the net client funds extended strategy contribution reaches $1.25 to $1.27 billion. Balance sheet activity included a $1.2 billion acquisition outflow, $4.8 billion of commercial paper issuance, and roughly $2.4 billion in dividends paid, with total stockholders' equity rising to $6.2 billion from $4.5 billion. For fiscal 2026, ADP guided to 5% to 6% consolidated revenue growth, 50 to 70 basis points of adjusted EBIT margin expansion, and 8% to 10% adjusted diluted EPS growth. Employer Services revenue growth is guided at 5% to 6% and PEO Services revenue growth at 5% to 7%. Management emphasized consistent revenue growth and continued margin expansion as its priorities for the year.

Jul 30, 2025 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (Jun 27, 2025)

Automatic Data Processing, Inc. (ADP) has announced the establishment of new credit facilities totaling $7.05 billion, comprised of a $4.55 billion 364-day facility and a $2.5 billion five-year facility. These new agreements replace prior facilities of similar structure and maturity but with potentially improved terms and greater capacity, including an accordion feature on the five-year facility that allows for an additional $500 million in commitments. These facilities provide ADP with significant financial flexibility for general corporate purposes, underscoring the company's stable financial footing and access to capital markets. Key aspects of the new facilities include revolving credit options, flexibility in interest rate selection (Term SOFR-based or prime rate), and commitment fees on unused portions. The maturities are structured to provide short-term liquidity (364-day facility with an option for a one-year extension) and longer-term financial support (five-year facility with renewal options). The company's ability to secure these substantial credit lines with major financial institutions highlights its creditworthiness and ongoing operational strength.

Jun 27, 2025 8-K

Regulation FDExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Regulation FD Disclosure (Jun 12, 2025)

ADP filed this 8-K under Item 7.01 (Regulation FD) to furnish the slide deck and announce a live webcast of its 2025 Investor Day in New York on June 12, 2025. The filing itself contains no new financial results, guidance changes, or material events; the substance lies in the furnished Exhibit 99 presentation, which is explicitly excluded from liability under Section 18 of the Exchange Act. Investors should treat the presentation as management's forward-looking framework rather than audited or reconciled financial disclosure. The presentation sets medium-term objectives for FY25 through the outer years: 6-7% revenue growth (organic constant currency), 8-10% adjusted EBIT growth supported by roughly 50-75 bps of annual margin expansion, and 9-11% adjusted EPS growth assuming a 1% annual share count reduction. It also presents a total shareholder return target of 11-13% assuming a 2% dividend yield. Management reports FY24 revenue of $19.2B, a FY21-FY25E revenue CAGR of about 8%, and adjusted EBIT margin rising from about 18.9% in FY15 toward roughly 26% in FY25E (guidance midpoint from April 30, 2025). Management notes that these objectives exclude significant M&A and macro shifts, and that the figures are not a reaffirmation of prior guidance. Strategically, ADP emphasizes AI deployment across products, service, and sales (including ADP Assist, agentic AI roadmap, and its Lyric and WorkForce Software platforms), a PEO opportunity it sizes at roughly 750K worksite employees, and capital return of about $30B over FY15-FY25E. The presentation also previews a CFO transition, with Peter Hadley named incoming CFO. Investors should weigh the upbeat targets against the presentation's own non-GAAP caveats and the forward-looking risk factors it lists, including AI disruption, competition, and wage and employment trends.

Jun 12, 2025 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (May 8, 2025)

Automatic Data Processing, Inc. (ADP) has filed an 8-K report detailing a significant financing transaction. On May 5, 2025, the Company entered into an Underwriting Agreement to issue and sell $1 billion in aggregate principal amount of 4.750% senior notes due 2032. This offering was registered with the SEC and is being conducted through a prospectus supplement, indicating a standard capital markets transaction. The issuance of these notes, which occurred on May 8, 2025, was formalized through an Indenture with U.S. Bank Trust Company, National Association serving as trustee. This transaction represents a strategic move by ADP to access capital markets for a substantial amount. Investors should note that the proceeds from this offering are not explicitly detailed in this filing, but such debt issuance typically supports general corporate purposes, potential acquisitions, or refinancing existing debt. The inclusion of the underwriting agreement with major financial institutions like BofA Securities, J.P. Morgan, and Morgan Stanley, along with the legal opinion from Davis Polk & Wardwell LLP, underscores the formality and scale of this debt issuance.

May 8, 2025 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Apr 30, 2025)

ADP announced on April 28, 2025 (disclosed via Form 8-K on April 30, 2025) that Peter J. Hadley, the company's current Treasurer, will become Chief Financial Officer effective July 1, 2025, succeeding Don McGuire, who has served as CFO since 2021. McGuire will step down from the role June 30, 2025, and remain a corporate officer through September 30, 2025 to support a transition. Hadley will report directly to CEO Maria Black. This is a planned internal succession rather than a departure driven by problems, and the filing does not disclose any change to guidance, financial results, or strategy. Hadley, 52, joined ADP in 2002 and has held a series of senior finance and operating roles, including CFO of Global Enterprise Solutions and Employer Services International, President of Asia Pacific, and Treasurer since 2022. His background includes prior work at KPMG and Arthur Andersen and he is a qualified Chartered Accountant. His experience spanning finance and operations, particularly international, is the main point management emphasized in choosing him. The filing lays out Hadley's compensation: a $650,000 base salary, a 150% target bonus tied to performance objectives, and an expected fiscal 2026 equity award of $4,875,000 in PSUs and RSUs. Severance protections include 18 months of salary continuation and continued vesting on a without-cause termination, and 150% of total annual compensation plus accelerated vesting if terminated within two years after a change in control. Investors may want to track the first earnings calls under the new CFO for continuity in guidance and capital allocation priorities.

Apr 30, 2025 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Apr 30, 2025)

ADP (Nasdaq: ADP) reported third quarter fiscal 2025 results (quarter ended March 31, 2025) on April 30, 2025, delivering solid top- and bottom-line growth. Total revenues rose 6% to $5.55 billion (6% organic constant currency), net earnings rose 5% to $1.25 billion, and diluted EPS grew 6% to $3.06. Adjusted EBIT grew 6% to $1.63 billion with adjusted EBIT margin up 10 basis points to 29.3%. Employer Services revenue grew 5% and segment margin expanded 20 basis points to 39.8%, while PEO Services revenue grew 7% on a 2% increase in average worksite employees to about 748,000. Interest on funds held for clients rose 11% to $355 million, a meaningful contributor to growth. Management raised its fiscal 2025 outlook for adjusted EBIT margin (now expanding 40 to 50 basis points, up from 30 to 50) and adjusted diluted EPS growth (now 8% to 9%, up from 7% to 9%). Revenue growth guidance of 6% to 7% was maintained, while the Employer Services margin outlook was raised to 50 to 60 basis points and the PEO Services margin outlook was lowered to a decline of 60 to 80 basis points. The client funds interest revenue outlook was also raised to $1.160 to $1.170 billion, reflecting higher expected client fund balances and yields. For investors, the quarter reflects consistent execution with record client satisfaction and a rising contribution from client funds interest. Balance sheet items to watch include short-term debt rising to about $1.0 billion and goodwill increasing to $3.30 billion following acquisitions, which consumed $1.17 billion of cash in the first nine months. This 8-K furnishes earnings materials under Item 2.02 and does not itself contain new disclosures beyond the earnings release.

Apr 30, 2025 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jan 29, 2025)

ADP (Nasdaq: ADP) reported second quarter fiscal 2025 results for the three months ended December 31, 2024, showing broad-based growth. Total revenues rose 8% to $5.05 billion (8% organic constant currency), net earnings grew 10% to $963.2 million, and diluted EPS increased 10% to $2.35. Adjusted EBIT rose 11% to $1.27 billion, with adjusted EBIT margin expanding 60 basis points to 25.2%. Employer Services revenue grew 8% and its segment margin expanded 90 basis points to 34.9%, while PEO Services revenue grew 8% but its segment margin contracted 140 basis points to 15.1%. Net interest income from client funds was a meaningful contributor, with interest on funds held for clients up 21% to $273 million, driven by an 8% increase in average client fund balances to $35.3 billion and a 30 basis point rise in the average yield to 3.1%. Management maintained its fiscal 2025 consolidated outlook: revenue growth of 6% to 7%, adjusted EBIT margin expansion of 30 to 50 basis points, and adjusted diluted EPS growth of 7% to 9%. Within the outlook, the company raised its client funds interest revenue expectation to $1.140 to $1.160 billion (from $1.115 to $1.135 billion) and its net client funds extended strategy contribution to $1.025 to $1.045 billion (from $1.000 to $1.020 billion), reflecting higher expected balances and yields. Management also noted the 50th consecutive year of dividend increases, approved in November 2024. Balance sheet changes include a rise in total assets to $64.1 billion, largely from client funds, goodwill and intangibles associated with acquisitions (goodwill up about $830 million since June 30, 2024), and $1.0 billion in short-term debt. Six-month operating cash flow increased to $1.97 billion from $1.36 billion a year earlier. For investors, the quarter shows solid execution and healthy HCM demand, with the main watch items being PEO margin compression, U.S. pays per control growth of only 1%, and the sensitivity of earnings to interest rates through client funds income. The filing itself is a Form 8-K furnishing the earnings release under Item 2.02, so the information is presented as earnings-release disclosure rather than audited results.

Jan 29, 2025 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Shareholder Vote Results (Nov 12, 2024)

This 8-K filing from Automatic Data Processing, Inc. (ADP) details the outcomes of its Annual Meeting of Stockholders held on November 6, 2024. The primary focus of the report is the voting results for the election of directors, the advisory vote on executive compensation, and the ratification of the independent registered public accounting firm. All incumbent directors were overwhelmingly re-elected, indicating strong shareholder confidence in the current board's leadership and strategy. Furthermore, shareholders provided an advisory approval for the company's executive compensation practices and ratified the appointment of Deloitte & Touche LLP as the independent auditor for the upcoming fiscal year, signaling continued support for ADP's governance and financial oversight.

Nov 12, 2024 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Nov 8, 2024)

Automatic Data Processing, Inc. (ADP) has filed an 8-K report detailing a significant change in its executive leadership. Effective January 1, 2025, John C. Ayala will be stepping down as Chief Operating Officer (COO). Mr. Ayala will remain with the company in a corporate officer capacity during a transition period extending through March 31, 2025, ensuring a smooth handover of responsibilities. This transition marks a shift in operational leadership for ADP. In conjunction with Mr. Ayala's departure from the COO role, Joseph DeSilva, currently President of Global Sales, will assume the newly defined position of Executive Vice President, North America and Chief of Operations, also effective January 1, 2025. This appointment comes with an adjustment to Mr. DeSilva's compensation, including a 6.2% increase in base salary and an enhanced annual target bonus, now set at 150% of base salary, up from the previous 100%. Investors should monitor the operational execution and integration under Mr. DeSilva's leadership.

Nov 8, 2024 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Oct 30, 2024)

ADP reported first quarter fiscal 2025 results (quarter ended September 30, 2024) that beat management's expectations on revenue and margin. Total revenues rose 7% to $4.83 billion (7% organic constant currency), net earnings increased 11% to $956 million, and diluted EPS grew 13% to $2.34 (adjusted diluted EPS up 12% to $2.33). Adjusted EBIT rose 13% to $1.23 billion, with the adjusted EBIT margin expanding 130 basis points to 25.5%. Employer Services was the main driver, with segment revenue up 7% and segment margin up 260 basis points to 35.7%, while PEO Services revenue grew 7% but its segment margin contracted 80 basis points to 14.3%. Interest on funds held for clients rose 26% to $253 million on a 50 basis point increase in the average yield to 3.1%, a notable contributor to results. The main forward-looking news is that ADP raised the top end of its revenue outlook and narrowed its adjusted diluted EPS growth guidance, now 7% to 9% (down from 8% to 10%), which reflects the October 15, 2024 acquisition of WorkForce Software for approximately $1.2 billion in cash. Full-year revenue growth guidance was updated to 6% to 7% from 5% to 6%, and adjusted EBIT margin expansion guidance is 30 to 50 basis points, down from 60 to 80 basis points. Management also lowered its client funds interest revenue outlook to $1.115 to $1.135 billion, from $1.125 to $1.145 billion. Management cited ongoing strategic investments as it pursues long-term growth. Balance sheet and cash flow changes were significant during the quarter. Total assets declined to $49.5 billion from $54.4 billion as client funds obligations fell sharply, while short-term debt increased through $4.4 billion of commercial paper issued to fund the acquisition, alongside $988.9 million of new debt proceeds. Operating cash flow was $824 million, compared with $327 million a year earlier. Stockholders' equity increased to $5.3 billion, and the company repurchased $373 million of common stock while paying $573 million in dividends.

Oct 30, 2024 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (Sep 9, 2024)

Automatic Data Processing, Inc. (ADP) has filed an 8-K report detailing the successful issuance of $1 billion in aggregate principal amount of 4.450% senior notes due 2034. This issuance, which occurred on September 9, 2024, was executed under an Underwriting Agreement with major financial institutions including BofA Securities, J.P. Morgan Securities, and Morgan Stanley. The new debt offering was registered with the SEC on Form S-3 and offered via a prospectus dated September 4, 2024. The proceeds from this offering will bolster ADP's capital structure, providing financial flexibility for its operations and strategic initiatives. The notes were issued pursuant to an Indenture, as supplemented by a Third Supplemental Indenture, with U.S. Bank Trust Company, National Association acting as trustee.

Sep 9, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jul 31, 2024)

ADP reported a strong close to fiscal 2024 (year ended June 30, 2024), with full-year revenues up 7% to $19.2 billion (6% organic constant currency), net earnings up 10% to $3.8 billion, and diluted EPS up 11% to $9.10 (adjusted diluted EPS up 12% to $9.18). Adjusted EBIT rose 9% to $4.9 billion, with adjusted EBIT margin expanding 70 basis points to 25.5%. Employer Services, the core segment, grew revenue 8% for the year and expanded segment margin by 210 basis points to 35.1%, while new business bookings rose 7% to $2.0 billion. PEO Services was a weaker spot, with segment margin down 150 basis points to 14.8% and fourth-quarter margin down 240 basis points, though segment revenue still grew 4%. Interest income on client funds was a major contributor, rising 26% to $1.0 billion for the year as the average yield climbed to 2.9%. Investors should note that this tailwind is rate-sensitive, and the company's own outlook assumes that yield rises further to about 3.1% in fiscal 2025. Fiscal 2024 results also included about $42 million of pre-tax severance charges tied to a company-wide workforce optimization effort, which were excluded from adjusted figures, and client revenue retention edged down to 92.0% from 92.2%. For fiscal 2025, ADP guided to revenue growth of 5% to 6%, adjusted EBIT margin expansion of 60 to 80 basis points, and adjusted diluted EPS growth of 8% to 10%. Employer Services revenue growth is expected at 5% to 6% with margin up 100 to 120 basis points, while PEO Services margin is expected to decline 90 to 110 basis points. Management's outlook implies continued solid growth with margin expansion, though the guidance for client funds interest income and the PEO margin pressure are key items to monitor.

Jul 31, 2024 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (Jun 28, 2024)

Automatic Data Processing, Inc. (ADP) announced on June 28, 2024, the establishment of two new credit facilities totaling $8.05 billion, significantly bolstering its liquidity and financial flexibility. These new facilities replace existing credit lines and include a $4.55 billion 364-day facility and a $3.5 billion five-year facility. The five-year facility features an accordion option allowing for an additional $500 million in commitments, providing further capacity for future needs. These credit agreements are crucial for ADP's ongoing operations, general corporate purposes, and potentially for strategic initiatives. The company's ability to secure these substantial credit lines from a diverse group of lenders, led by major financial institutions like JPMorgan Chase Bank, N.A., signals strong confidence in its financial stability and operational capacity. The terms, including interest rates based on SOFR or prime rates and commitment fees, are structured to provide flexibility while reflecting current market conditions.

Jun 28, 2024 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (May 9, 2024)

Automatic Data Processing, Inc. (ADP) filed an 8-K on May 9, 2024, announcing a key executive change in its finance department. Jonathan Lehberger has been appointed as the new Corporate Controller and principal accounting officer, effective July 1, 2024. This transition involves Mr. Lehberger succeeding Brock Albinson, who will be stepping down from the role on June 30, 2024. Mr. Lehberger brings extensive experience within ADP, having held various finance leadership positions since joining the company in 2004. His recent roles include Senior Vice President of Financial Strategy and Planning, and CFO for Small Business Services and ADP Canada. This appointment signals continuity and internal promotion within ADP's financial leadership team, likely reassuring investors of a smooth handover and continued financial oversight.

May 9, 2024 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (May 1, 2024)

ADP (Nasdaq: ADP) reported third quarter fiscal 2024 results (quarter ended March 31, 2024) that beat on the top and bottom line and reinforced its full-year outlook. Revenue rose 7% to $5.3 billion (6% organic constant currency), net earnings grew 14% to $1.2 billion, and diluted EPS increased 15% to $2.88 (adjusted diluted EPS up 14% to $2.88). Adjusted EBIT margin expanded 140 basis points to 29.3%, driven largely by Employer Services, where segment margin rose 230 basis points to 39.6% and revenue grew 8%. PEO Services was the weak spot: revenue grew 5%, but segment margin fell 220 basis points to 14.2%, and the company expects PEO margin to decline 140 to 120 basis points for the full year. The most important investor-facing item is the raised Employer Services margin outlook (now up 180 to 190 basis points, from 150 to 160) and the raised client funds interest outlook. Interest on funds held for clients rose 29% to $321 million, reflecting a 50 basis point increase in average yield to 3.1% and 6% growth in average client balances to $41.7 billion. Management now expects fiscal 2024 client funds interest revenue of $1.00 to $1.01 billion and a total client funds extended strategy contribution of $850 to $860 million, both higher than prior guidance. Consolidated guidance for revenue growth (6% to 7%), adjusted EBIT margin expansion (60 to 70 basis points), and adjusted diluted EPS growth (10% to 12%) was reaffirmed. The balance sheet and cash flow show growing scale in client funds, with funds held for clients rising to $47.9 billion from $36.3 billion at June 30, 2023, offset by a matching increase in client funds obligations. Nine-month operating cash flow was $2.86 billion, down from $3.02 billion, largely because of higher receivables and deferred contract cost investment. Cash and equivalents increased to $3.3 billion, and the company repurchased $796 million of stock and paid $1.6 billion in dividends during the nine months. Investors should note that a significant share of earnings growth comes from interest income on client funds, which is sensitive to interest rate movements.

May 1, 2024 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jan 31, 2024)

ADP reported fiscal second-quarter 2024 results (quarter ended December 31, 2023) that showed steady top-line and earnings growth. Total revenues rose 6% to $4.67 billion (6% organic constant currency), net earnings increased 8% to $878 million, and diluted EPS rose 9% to $2.13. Adjusted EBIT grew 7% to $1.15 billion with a 20 basis point margin expansion to 24.6%. Employer Services was the main driver, with revenue up 8% and segment margin up 170 basis points to 34.0%, while PEO Services revenue grew 3% and its segment margin fell 50 basis points to 16.5%. Management cited record bookings and strong client retention. Interest on funds held for clients rose 20% to $225 million, supported by a 50 basis point increase in average yield to 2.8%, even as average client fund balances declined 2% to $32.6 billion. Management raised the low end of its fiscal 2024 adjusted EBIT margin expansion outlook to 60 to 70 basis points from 60 to 80, narrowed the Employer Services margin outlook to 150 to 160 basis points, and tightened the client funds interest revenue forecast to $985 to $995 million. Revenue growth (6% to 7%) and adjusted diluted EPS growth (10% to 12%) guidance were reaffirmed. For investors, the quarter reflects solid execution with EPS growth outpacing revenue growth, but the outlook is sensitive to interest rates. A meaningful share of earnings depends on client funds interest income and the extended investment strategy, and total interest expense rose sharply from $57 million to $105 million year over year. The PEO margin pressure and the expected modest decline in client revenue retention are the main items to monitor.

Jan 31, 2024 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Jan 10, 2024)

ADP filed an 8-K on January 10, 2024 announcing a board leadership transition rather than a financial or operational event. Thomas J. Lynch, an independent director since 2018 and former TE Connectivity CEO, will become independent non-executive Board Chair effective January 31, 2024, succeeding Carlos A. Rodriguez, who has served as Executive Chair since January 1, 2023. Rodriguez will remain on the Board as a non-employee director and will forgo non-employee director compensation until the 2024 annual meeting of stockholders. The filing also details a set of committee reassignments effective the same date. John P. Jones steps down as Lead Independent Director to join the Compensation and Management Development Committee (CMDC) and Nominating/Corporate Governance Committee (NCGC), Scott F. Powers becomes CMDC Chair, Nazzic S. Keene moves to chair the NCGC, and Peter Bisson shifts from the NCGC to the Audit Committee. The separation of the Chair and CEO roles, with an independent Chair in place of an executive Chair, is generally viewed as a governance positive, and the orderly handoff is consistent with management's stated focus on succession planning. For investors, the filing contains no changes to guidance, financial results, or CEO Maria Black's role. Its significance lies in board governance: the transition moves ADP toward a more independent board structure following the CEO transition, and the 8-K provides no indication of disagreement or dispute behind the change.

Jan 10, 2024 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Shareholder Vote Results (Nov 14, 2023)

This 8-K filing from Automatic Data Processing, Inc. (ADP) details the outcomes of its Annual Meeting of Stockholders held on November 7, 2023. The primary focus for investors is the strong shareholder support for the company's nominees for the Board of Directors and the ratification of its independent auditor. All director nominees received a significant majority of "For" votes, indicating shareholder confidence in the current leadership and governance. Additionally, the company's executive compensation plan received advisory approval, and shareholders indicated a preference for annual "Say When on Pay" votes.

Nov 14, 2023 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Oct 25, 2023)

ADP reported first quarter fiscal 2024 results (quarter ended September 30, 2023) that beat its own expectations on revenue and margin. Consolidated revenues rose 7% to $4.5 billion (7% organic constant currency), net earnings rose 10% to $859 million, and diluted EPS rose 11% to $2.08, or 12% on an adjusted basis. Adjusted EBIT grew 7% to $1.1 billion, with the adjusted EBIT margin up 10 basis points to 24.2%. Management attributed the strength to solid new business bookings, strong client revenue retention, and higher client funds interest revenue. The segment picture was mixed. Employer Services revenue grew 9% and its segment margin expanded 220 basis points to 33.1%, while U.S. pays per control grew 2%. PEO Services revenue grew 3% and its segment margin fell 90 basis points to 15.2%. Interest on funds held for clients jumped 43% to $202 million, driven by a 70 basis point rise in average yield to 2.6% on roughly $31.1 billion of average balances. Investors should note that a large share of profit growth depends on this rate-sensitive interest income, and that corporate interest expense rose sharply due to short-term financing costs tied to the client funds strategy. ADP maintained its fiscal 2024 consolidated outlook for revenue growth (6% to 7%), adjusted EBIT margin expansion (60 to 80 basis points), and adjusted diluted EPS growth (10% to 12%). It raised the Employer Services margin outlook to 150 to 170 basis points from 130 to 150 basis points, and lowered the PEO margin outlook to a decline of 100 to 50 basis points from a decline of 40 to 20 basis points. It also raised its client funds interest revenue outlook to $990 to $1,010 million, reflecting higher expected yields. This 8-K furnished the earnings release as Exhibit 99 under Item 2.02 and did not itself contain new financial disclosures beyond that release.

Oct 25, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jul 26, 2023)

ADP reported fiscal 2023 (year ended June 30, 2023) results that were strong across the board. Total revenues rose 9% to $18.0 billion (10% organic constant currency), net earnings rose 16% to $3.4 billion, and diluted EPS rose 17% to $8.21 (adjusted diluted EPS $8.23). Adjusted EBIT grew 15% to $4.5 billion, with adjusted EBIT margin expanding 130 basis points to 24.8%. Fourth-quarter results were particularly strong, with revenue up 8% to $4.5 billion, net earnings up 24%, and adjusted EBIT margin up 270 basis points to 22.5%. Employer Services drove much of the growth, with segment revenue up 10% for the year, new business bookings up 10% to $1.9 billion, and segment margin expanding 190 basis points. PEO Services revenue grew 8% for the year, though its fourth-quarter growth slowed to 4%. A substantial part of earnings growth came from the client funds extended investment strategy. Interest on funds held for clients rose 80% to $813 million for the year, and the net impact from the strategy reached $730 million. Management attributes this to higher interest rates, with the average yield on client funds rising to 2.4%. Investors should note that this interest income is sensitive to rate movements and is a meaningful share of profit growth. For fiscal 2024, ADP guided to revenue growth of 6% to 7%, adjusted EBIT margin expansion of 60 to 80 basis points, and adjusted diluted EPS growth of 10% to 12%. Employer Services revenue is expected to grow 7% to 8%, while PEO Services revenue is expected to grow 3% to 5%. The client funds interest revenue outlook is $955 to $975 million, with a projected net strategy contribution of $815 to $835 million. The filing is an earnings release furnished under Item 2.02 and does not itself include new material corporate events beyond these results and guidance.

Jul 26, 2023 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (Jun 30, 2023)

Automatic Data Processing, Inc. (ADP) has announced a significant update to its credit facilities as of June 30, 2023. The company has entered into two new credit agreements: a $4.25 billion 364-day facility and a $2.25 billion five-year facility. These new facilities replace existing credit lines that were terminated on the same date. The 364-day facility allows for potential extension by one year, while the five-year facility has an accordion feature permitting an increase of up to $500 million and also offers the option for annual commitment extensions. In addition to establishing new credit lines, ADP also amended its existing five-year credit agreement to transition from LIBOR-based interest rates to SOFR-based rates, along with other technical adjustments. These credit facilities provide ADP with substantial liquidity for general corporate purposes, offering various borrowing options including competitive advance and revolving credit facilities. The terms include standard covenants and events of default, with major financial institutions acting as administrative and syndication agents.

Jun 30, 2023 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Apr 26, 2023)

ADP reported fiscal third-quarter 2023 results (quarter ended March 31, 2023) that exceeded the top-line and profitability growth rates the company has been delivering. Revenues rose 9% year over year to $4.9 billion (10% on an organic constant currency basis), net earnings increased 12% to $1.04 billion, and adjusted EBIT grew 14% to $1.37 billion, lifting the adjusted EBIT margin 110 basis points to 27.8%. Diluted EPS rose 14% to $2.51 (adjusted diluted EPS $2.52). Growth was driven by Employer Services, where revenue grew 11% and segment margin expanded 80 basis points, and PEO Services, where revenue grew 5% and segment margin expanded 140 basis points. A significant contributor was interest on funds held for clients, which more than doubled (up 111%) to $249 million as average client yields rose to 2.5%. Investors should note that a meaningful share of the earnings growth is rate-driven and therefore sensitive to the interest rate environment. management raised its full-year fiscal 2023 guidance for adjusted diluted EPS growth to 16% to 17% (from 15% to 17%). The updated outlook also calls for revenue growth of 8% to 9%, adjusted EBIT margin expansion of 125 to 150 basis points, and an adjusted effective tax rate of about 23%. Client funds interest revenue is now expected at $790 to $800 million, and the net contribution from the client funds extended investment strategy at $710 to $720 million. Employer Services client revenue retention guidance was tightened to a decline of 10 to 20 basis points, and the company flagged continued investment in its modernization and transformation initiatives. Balance sheet items to monitor include the sharp decline in client funds obligations and funds held for clients, which fell to $47.8 billion and $45.8 billion, respectively, from June 2022 levels. Corporate share repurchases were $818 million year to date, and dividends paid were $1.39 billion. Overall, the quarter reflects solid operating execution and a raised EPS outlook, with the earnings quality question centered on how much of the growth comes from interest income on client funds versus core HCM operations.

Apr 26, 2023 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jan 25, 2023)

Automatic Data Processing (ADP) reported fiscal Q2 2023 results (quarter ended December 31, 2022) that were solid across the board. Revenues rose 9% to $4.39 billion (10% organic constant currency), net earnings grew 17% to $813.1 million, and diluted EPS increased 18% to $1.95 (adjusted diluted EPS up 19% to $1.96). Adjusted EBIT rose 15% to $1.07 billion, with adjusted EBIT margin expanding 120 basis points to 24.3%. Both segments contributed: Employer Services revenue grew 8% with segment margin up 170 basis points, and PEO Services revenue grew 11% with segment margin up 130 basis points. Growth in U.S. pays per control (5%) and client revenue retention were cited as supporting factors. A large share of the earnings growth came from client funds interest. Interest on funds held for clients rose 77% to $187 million, driven by a 90 basis point increase in the average client funds yield to 2.2% and a 4% rise in average balances to $33.4 billion. Investors should note that this interest income is sensitive to interest rate movements, and that the company also carries higher short-term financing costs tied to its extended investment strategy, with interest expense more than tripling to $57 million. ADP maintained its full-year fiscal 2023 revenue growth guidance of 8% to 9% and narrowed adjusted diluted EPS growth to 15% to 17%, unchanged from the prior outlook. Within the outlook, Employer Services revenue guidance was raised to 8% to 9% from 7% to 8%, and the Employer Services margin expansion range was maintained at 200 to 225 basis points. PEO Services revenue guidance was lowered to 8% to 9% from 10% to 12%, and average worksite employee growth was trimmed to 6% to 7%. Management also raised its client funds interest revenue outlook modestly to $790 to $800 million, and the net contribution from the client funds extended strategy was lowered to $710 to $720 million.

Jan 25, 2023 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Nov 16, 2022)

Automatic Data Processing, Inc. (ADP) filed an 8-K on November 16, 2022, under Item 5.02 to disclose a leadership change. Don Weinstein, Corporate Vice President, Global Product and Technology, will step down from the company effective March 31, 2023. The filing describes this as a planned, orderly transition of duties, and Weinstein will remain a corporate officer during that period. For investors, this is a routine executive departure rather than a material change in financial condition or operations. The filing contains no financial results, guidance, or information about a successor, restructuring, or charges. The filing does not state the reason for the departure. The main investor consideration is continuity in ADP's product and technology organization, which is central to its cloud-based payroll, HR, and benefits platforms. Investors may want to watch for an announced successor or reorganization of the global product and technology function before the March 2023 effective date, as well as any commentary on the transition on future earnings calls.

Nov 16, 2022 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Shareholder Vote Results (Nov 14, 2022)

This 8-K filing from Automatic Data Processing, Inc. (ADP) reports the outcomes of their Annual Meeting of Stockholders held on November 9, 2022. The key takeaway for investors is the overwhelmingly positive shareholder support for the company's leadership and operational decisions. All director nominees were elected with significant majority votes, reflecting strong confidence in the current board's governance. Furthermore, shareholders approved the company's executive compensation on an advisory basis and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm, indicating general satisfaction with financial oversight and reporting. In addition to governance and financial reporting approvals, the amendment to the Employees' Savings-Stock Purchase Plan was also approved by a substantial margin. The high turnout of shares present, either in person or by proxy, and the decisive votes on all proposals suggest a well-aligned shareholder base that is supportive of ADP's strategic direction and management's execution. This filing provides reassurance regarding corporate governance and shareholder engagement.

Nov 14, 2022 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Oct 26, 2022)

ADP reported first quarter fiscal 2023 results (quarter ended September 30, 2022) on October 26, 2022, showing broad-based growth. Total revenues rose 10% to $4.22 billion (11% on an organic constant currency basis), net earnings increased 11% to $779 million, and diluted EPS rose 13% to $1.87. Adjusted EBIT grew 11% to $1.0 billion, with adjusted EBIT margin expanding 30 basis points to 24.1%. Management highlighted that ADP exceeded one million clients during the quarter. Employer Services revenue grew 9% and PEO Services revenue grew 13%, with average PEO worksite employees up 12% to about 704,000. The key driver of profitability was client funds interest income, which rose 39% to $141 million on a 40 basis point increase in average yield to 1.9%. Management raised its fiscal 2023 outlook for revenue growth (now 8% to 9%, up from 7% to 9%), adjusted EBIT margin expansion (now 125 to 150 basis points, up from 100 to 125), and adjusted diluted EPS growth (now 15% to 17%, up from 13% to 16%). The client funds interest revenue outlook was also lifted to $790 to $810 million, reflecting rising rates. Investors should weigh the strong quarter and raised guidance against several cautions. Interest expense more than doubled to $51.2 million, driven by short-term financing for the client funds extended investment strategy, and the Employer Services client revenue retention outlook was left unchanged at a decline of 25 to 50 basis points. Much of the earnings uplift depends on interest rate movements rather than operating growth alone. Management also noted the outlook could be affected if macroeconomic trends weaken. Total stockholders' equity fell sharply to $2.6 billion, largely due to a large accumulated other comprehensive loss, though this mainly reflects the mechanics of the client funds investment portfolio rather than operating weakness.

Oct 26, 2022 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Oct 26, 2022)

On October 26, 2022, ADP announced a planned CEO succession. President Maria Black will become President and Chief Executive Officer effective January 1, 2023, and will also join the Board. Current CEO Carlos Rodriguez, who has led the company since November 2011, will become Executive Chair. John P. Jones, the current Non-Executive Chairman, will become an independent Lead Director on the same date. The Board describes the structure as intended to ensure a seamless transition. The filing reports no change to financial results or guidance. The compensation terms for both executives are disclosed. Black's base salary will be $1,100,000 with a 200% target bonus. Her expected fiscal 2023 total target equity value is $12,225,000, which includes a pro-rated $3,300,000 grant on January 1, 2023, incremental to a $5,625,000 award granted September 1, 2022. Rodriguez's base salary will be $605,400 with a 150% target bonus, and he will continue in the long-term incentive program. Both remain subject to the clawback policy, and Black faces a six-times-salary stock ownership requirement. For investors, the key takeaways are continuity and internal succession. Black has been at ADP since 1996 and has held several senior roles, and Rodriguez remains involved as Executive Chair, which should ease the handoff. The filing does not discuss strategy changes, so investors should watch for commentary on strategy and growth priorities in upcoming earnings calls.

Oct 26, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jul 27, 2022)

ADP reported fiscal 2022 results (year ended June 30, 2022) that exceeded its own July 2021 guidance, with total revenues up 10% to $16.5 billion (10% organic constant currency) and net earnings up 13% to $2.9 billion. Adjusted EBIT rose 14% to $3.9 billion, with adjusted EBIT margin expanding 90 basis points to 23.5%, and diluted EPS grew 15% to $7.00 (adjusted diluted EPS up 16% to $7.01). Fourth-quarter results were strong, with revenue up 10% to $4.1 billion, adjusted EBIT margin up 170 basis points to 19.8%, and adjusted diluted EPS up 25% to $1.50. Growth was driven by PEO Services (revenue up 15% for the year) and Employer Services bookings (up 15% to $1.7 billion), alongside higher interest income from client funds. For fiscal 2023, ADP guided to consolidated revenue growth of 7% to 9%, adjusted EBIT margin expansion of 100 to 125 basis points, and adjusted diluted EPS growth of 13% to 16%. Management expects Employer Services revenue growth of 6% to 8% with new business bookings growth of 6% to 9%, and PEO Services revenue growth of 10% to 12%. Interest on client funds is forecast to rise to $720 to $740 million, reflecting an anticipated average yield increase to about 2.2% and client funds balance growth of 4% to 6%, which is a key margin tailwind. Watch items include a slight decline in Employer Services client revenue retention (92.1% in fiscal 2022 versus 92.2% prior year, with a further 25 to 50 basis point decrease guided for fiscal 2023), and a sharp increase in total liabilities driven by client funds obligations. Forward-looking statements are subject to the usual risks, including interest rate trends, competition, and client retention. This 8-K furnished the earnings release under Item 2.02 and is not a complete financial statement package; full details are in the attached Exhibit 99 and the forthcoming Form 10-K.

Jul 27, 2022 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (Jul 1, 2022)

Automatic Data Processing, Inc. (ADP) has entered into a new $3.75 billion 364-Day Credit Agreement, effective July 1, 2022. This new facility replaces a similar prior agreement and provides ADP with flexible borrowing options, including a competitive advance and a revolving credit facility. The agreement is backed by a syndicate of major financial institutions, with JPMorgan Chase Bank, N.A. serving as the Administrative Agent. The primary purpose of this credit facility is to support ADP's general corporate purposes, ensuring continued operational flexibility and financial robustness. The terms of the new agreement are largely consistent with its predecessor, featuring customary covenants and events of default. This strategic move underscores ADP's commitment to maintaining strong liquidity and readily available credit to manage its business operations and potential future needs.

Jul 1, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (Jun 8, 2022)

Automatic Data Processing, Inc. (ADP) filed an 8-K on June 7, 2022, to disclose an amendment to its 364-Day Credit Agreement originally dated June 9, 2021. The primary change detailed in this filing is the extension of the termination date for "Consenting Lenders" to July 1, 2022. This amendment is a routine financial maneuver, indicating the company is managing its credit facilities to ensure continued access to liquidity and operational flexibility. Investors should view this as a proactive step in financial management rather than a material change in the company's overall financial health or strategic direction. While the specifics of the agreement are not fully detailed in the 8-K summary, the extension of a credit agreement typically suggests that ADP is maintaining its banking relationships and ensuring it has adequate borrowing capacity available. The focus on "Consenting Lenders" implies that not all lenders may have agreed to the extension, which is not uncommon in such agreements, but the key takeaway is that the core credit facility remains in place with updated terms. Investors should monitor future filings for any further developments or changes to their capital structure.

Jun 8, 2022 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Apr 27, 2022)

ADP filed an 8-K on April 27, 2022 furnishing its third quarter fiscal 2022 earnings release (quarter ended March 31, 2022) under Item 2.02. Revenue rose 10% to $4.5 billion (11% organic constant currency), net earnings rose 15% to $929 million, and diluted EPS rose 16% to $2.21. Adjusted EBIT grew 12% to $1.2 billion, with the adjusted EBIT margin expanding 50 basis points to 26.8%. Growth was led by PEO Services (up 14%, with average worksite employees up 16% to about 688,000) and Employer Services (up 8% reported, 9% organic constant currency, with U.S. pays per control up 7%). Interest on funds held for clients rose 10% to $118 million on average balances up 15% to $38.1 billion, partly offset by a 10 basis point decline in average yield to 1.2%. Management raised fiscal 2022 guidance across most metrics. Consolidated revenue growth is now expected at 9% to 10% (up from 8% to 9%), adjusted EBIT margin expansion at 75 to 100 basis points (up from 50 to 75), and adjusted diluted EPS growth at 15% to 17% (up from 12% to 14%). Employer Services bookings, client revenue retention, and U.S. pays per control outlooks all improved, and client funds interest revenue guidance was lifted to $450 to $455 million. CEO Carlos Rodriguez and CFO Don McGuire cited improving demand and bookings momentum. Balance sheet items require context. Total assets rose to $72.1 billion from $48.8 billion, almost entirely because funds held for clients and matching client funds obligations increased, so they are not indicative of corporate leverage. Stockholders' equity fell to $4.2 billion from $5.7 billion, reflecting $1.5 billion in share repurchases, $1.2 billion in dividends, and a $1.3 billion swing in accumulated other comprehensive loss. Cash and equivalents declined to $1.6 billion from $2.6 billion. Non-GAAP measures such as adjusted EBIT and organic constant currency growth are reconciled in the exhibit, and the release is incorporated by reference rather than filed as a standalone financial statement.

Apr 27, 2022 8-K/A

AUTOMATIC DATA PROCESSING INC 8-K/A Report, Executive Changes (Apr 11, 2022)

This amended 8-K filing from Automatic Data Processing, Inc. (ADP) primarily details the committee assignments for a recently appointed director, David Goeckeler. Mr. Goeckeler, who joined the Board of Directors in February 2022, has now been assigned to serve on both the Compensation and Management Development Committee and the Corporate Development & Technology Advisory Committee (CDTAC). These committee assignments are important as they indicate the areas where Mr. Goeckeler will be actively contributing to the company's strategic oversight and governance. Additionally, the filing notes a rotation for another board member, Fran Katsoudas, who will be moving from the CDTAC to the Nominating/Corporate Governance Committee. These changes reflect ongoing adjustments within the Board's structure to ensure effective governance and specialized focus on key areas of the business. Investors should note these assignments as they can influence the company's strategic direction and executive compensation decisions.

Apr 11, 2022 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Feb 14, 2022)

ADP (Automatic Data Processing, Inc.) filed a Form 8-K on February 14, 2022 to report a board appointment rather than a financial or operational event. The Board appointed David Goeckeler, CEO of Western Digital Corporation, as a new director effective that day. The filing contains no financial results, guidance, or material transaction disclosures, so it carries limited direct impact on ADP's near-term financial outlook. Goeckeler will receive the same compensation as ADP's other non-employee directors, with details to be found in the 2021 proxy statement. His committee assignments have not yet been determined and will be disclosed in a future 8-K/A. The appointment brings the number of independent outside directors to 11, which the Board says it intends to reduce to 10 over time. For investors, the key takeaways are governance-related: ADP is adding a technology executive with deep experience in cloud infrastructure, cybersecurity, and large-scale software development, which aligns with the company's stated focus on digital transformation of its HCM platform. Investors may wish to monitor the forthcoming committee assignment disclosure and any signs of how this expertise shapes ADP's product and technology strategy.

Feb 14, 2022 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jan 26, 2022)

ADP filed an 8-K on January 26, 2022 furnishing its fiscal Q2 2022 earnings release (quarter ended December 31, 2021) and raising several components of its fiscal 2022 outlook. Revenue rose 9% to $4.0 billion (9% organic constant currency), and net earnings rose 7% to $694 million. Adjusted EBIT grew 10% to $930 million, with adjusted EBIT margin up 20 basis points to 23.1%. Diluted EPS rose 9% to $1.65, and adjusted diluted EPS also rose 9% to $1.65. Growth was led by PEO Services, where revenue rose 15% and average worksite employees grew 16% to about 660,000, while Employer Services revenue grew 6% and its segment margin expanded 40 basis points. Management raised fiscal 2022 guidance. Consolidated revenue growth is now expected at 8% to 9% (previously 7% to 8%), adjusted diluted EPS growth at 12% to 14% (previously 11% to 13%), and the adjusted EBIT margin expansion target is unchanged at 50 to 75 basis points. Client funds interest revenue guidance was lifted to $440 to $450 million, driven by an expected 18% to 20% growth in average client funds balances. Employer Services client revenue retention guidance was improved to a decline of about 40 basis points, from about 50 basis points previously. For investors, the quarter shows broad-based momentum, with clients, retention, and PEO growth all ahead of expectations. Two points warrant monitoring. Employer Services client revenue retention is still expected to decline, and average yield on client funds is falling (down 40 basis points to 1.3% this quarter, with a further decline to about 1.4% expected for the full year). Growth in client funds balances is therefore the main driver of client fund interest income. Margin expansion was modest, as investment in service and implementation partly offset operating leverage.

Jan 26, 2022 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Dec 1, 2021)

This 8-K filing from Automatic Data Processing, Inc. (ADP) announces significant leadership changes effective January 1, 2022. Maria Black has been appointed President of ADP, and John Ayala has been appointed Chief Operating Officer. Both individuals have extensive tenures and experience within the company, having held various leadership roles across different business segments and geographies. These appointments are accompanied by revised compensation packages for Ms. Black and Mr. Ayala, including base salaries, target bonuses, and substantial long-term incentive awards in performance-based stock units (PSUs) and stock options. The filing also details severance and change-in-control provisions for both executives, reflecting the company's commitment to retaining key talent and aligning executive interests with shareholder value through performance-based equity.

Dec 1, 2021 8-K

Regulation FDExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Shareholder Vote Results (Nov 16, 2021)

This 8-K filing from Automatic Data Processing, Inc. (ADP) reports on the outcomes of its Annual Meeting of Stockholders held on November 10, 2021. The primary focus for investors is the overwhelming support for the re-election of all director nominees and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm. These results indicate continued confidence in the company's leadership and financial oversight. Additionally, the advisory vote on executive compensation was approved, suggesting shareholder alignment with the company's compensation practices. However, a stockholder proposal requesting a report on workforce engagement in governance was not approved, which may be a point of interest for investors focused on Environmental, Social, and Governance (ESG) matters.

Nov 16, 2021 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Regulation FD Disclosure (Nov 15, 2021)

On November 15, 2021, Automatic Data Processing, Inc. (ADP) filed an 8-K under Item 7.01 (Regulation FD) to furnish the slide deck for its 2021 Investor Day in Roseland, New Jersey, with a live webcast. The filing itself contains no new financial results, guidance, or material transactions; the substance lies in the furnished Exhibit 99 presentation, and the information is expressly not deemed "filed" under Section 18 of the Exchange Act. The presentation lays out a medium-term framework: 7-8% organic constant currency revenue growth, 10-12% adjusted EBIT growth, 11-13% adjusted EPS growth, and 13-15% total shareholder return, assuming roughly 75 bps of annual adjusted EBIT margin expansion and about 1% annual net share count reduction. Management cites a $150B addressable market growing 5-6%, FY21 revenue of about $15B, over $1.8B in new business bookings, 90%+ recurring revenue, and a 92.2% ES retention rate. Strategy centers on simplifying the product portfolio, innovating on next-generation HCM and payroll platforms, and scaling digital sales and service. The company also highlights $100M in current run-rate savings from digital transformation and continued capital return (about $24B returned since FY10). For investors, the key takeaways are management's long-term targets and the emphasis on margin expansion, bookings growth, and client funds interest (CFI). The presentation flags that CFI's share of pretax income has fallen from 38% in FY08 to 13% in FY21, and it signals reacceleration in CFI revenue expected to start with balance growth and later benefit from yield improvement beginning FY24. Note that these are forward-looking targets explicitly excluding significant M&A, tax-rate changes, yield-curve changes, and multiple changes, and that the company disclaims any obligation to update them.

Nov 15, 2021 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Oct 27, 2021)

ADP reported first quarter fiscal 2022 results (quarter ended September 30, 2021) that beat expectations on nearly every headline metric. Revenue rose 10% to $3.8 billion (10% organic constant currency), net earnings rose 16% to $701 million, and diluted EPS rose 18% to $1.65. Adjusted EBIT grew 17% to $915 million, with adjusted EBIT margin expanding 140 basis points to 23.9%. Growth was broad-based: Employer Services revenue rose 8%, U.S. pays per control rose 7%, and PEO Services revenue rose 15% with average worksite employees up 15% to about 629,000. Management raised fiscal 2022 guidance across most categories. Consolidated revenue growth is now expected at 7% to 8% (up from 6% to 7%), adjusted EBIT margin expansion at 50 to 75 basis points (up from 25 to 50), and adjusted diluted EPS growth at 11% to 13% (up from 9% to 11%). Employer Services and PEO revenue outlooks were also lifted, and client funds interest revenue is now projected at $420 to $430 million. Management attributed the stronger outlook to improving demand across offerings, while continuing to invest in sales, technology, and implementation. Investors should weigh a few watch items. Interest on client funds fell 5% to $101 million as the average yield dropped 40 basis points to 1.5%, even though average client fund balances grew 22% to $26.9 billion. Cash flow from operations was only $122 million versus $482 million a year earlier, reflecting working capital movements, and the balance sheet grew sharply because of client funds. Client revenue retention is guided to decline about 50 basis points, and the company continued share repurchases of $528 million in the quarter.

Oct 27, 2021 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Sep 14, 2021)

Automatic Data Processing, Inc. (ADP) announced a CFO transition in an 8-K filing dated September 13, 2021. Kathleen A. Winters, the current Corporate Vice President and Chief Financial Officer, has decided to retire from the company effective September 30, 2021. She will be succeeded by Don McGuire, who will assume the role of Corporate Vice President and Chief Financial Officer starting October 1, 2021. Mr. McGuire is a long-tenured executive within ADP, having held various senior leadership positions globally since joining the company in 1998. His compensation package for the new role includes a base salary in Canadian dollars, a significant annual bonus target, a one-time restricted stock award, and participation in the company's long-term incentive program with a substantial target equity award value for fiscal year 2022. The filing also details severance provisions for Mr. McGuire under various termination scenarios, including involuntary termination without cause and termination following a change in control.

Sep 14, 2021 8-K

Material AgreementsFinancial EventsExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Financial Results (Jul 28, 2021)

ADP reported fiscal 2021 (year ended June 30, 2021) results alongside fourth-quarter figures in an Item 2.02 earnings release furnished on July 28, 2021. Full-year revenue rose 3% to $15.0 billion (2% organic constant currency), net earnings rose 5% to $2.6 billion, and diluted EPS rose 6% to $6.07. Adjusted diluted EPS grew 2% to $6.02, and adjusted EBIT margin declined 40 basis points to 22.6% on higher incentive compensation and growth investments. Fourth-quarter revenue grew 11% to $3.7 billion, with diluted EPS up 31% to $1.26, though adjusted EBIT margin fell 120 basis points to 18.1%. The Employer Services segment was roughly flat on an organic constant currency basis for the year, but new business bookings rose 23% and client revenue retention improved 170 basis points to 92.2%. U.S. pays per control declined 3% for the year, though it grew 8% in the fourth quarter. PEO Services revenue grew 7% for the year, and its segment margin expanded 140 basis points. Interest on funds held for clients fell 23% to $422 million as the average yield dropped to 1.5% from 2.1%, which is a meaningful headwind to the earnings mix. For fiscal 2022, ADP guided to consolidated revenue growth of 6% to 7%, adjusted EBIT margin expansion of 25 to 50 basis points, and adjusted diluted EPS growth of 9% to 11%. Management expects Employer Services bookings growth of 10% to 15% and client funds interest revenue of $405 to $415 million. This filing itself is a routine earnings disclosure; the substantive content lies in the attached Exhibit 99 press release and its financial tables.

Jul 28, 2021 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (Jun 10, 2021)

Automatic Data Processing, Inc. (ADP) has announced the execution of two new credit agreements as of June 9, 2021, replacing previous facilities. The company secured a $3.75 billion 364-day credit facility and a $3.20 billion five-year credit facility, with the latter having an accordion feature allowing for an increase of up to $500 million. These new facilities, led by major financial institutions including JPMorgan Chase Bank, N.A., provide ADP with significant liquidity for general corporate purposes. The new agreements reflect a strategic refinancing of existing debt, indicating proactive treasury management by ADP. The terms include competitive advance and revolving credit options, with interest rates tied to LIBOR-based rates or prime rates, and specific provisions for Canadian Dollar and Euro loans under the five-year facility. The commitment fees and potential term-out fees are detailed, and the covenants and events of default are substantially similar to the prior agreements, suggesting no significant change in the company's risk profile from these financing arrangements.

Jun 10, 2021 8-K

AUTOMATIC DATA PROCESSING INC 8-K Report, Material Agreement (May 14, 2021)

Automatic Data Processing, Inc. (ADP) has filed an 8-K report detailing the issuance and sale of $1,000,000,000 aggregate principal amount of its 1.700% senior notes due 2028. This debt offering, executed on May 11, 2021, with an expected closing on May 14, 2021, was facilitated through an Underwriting Agreement with several major financial institutions, including BofA Securities, Inc., Deutsche Bank Securities Inc., and J.P. Morgan Securities LLC. The issuance of these notes was previously registered with the SEC on Form S-3 and offered under a prospectus and prospectus supplement. The proceeds from this offering will provide ADP with additional capital, which is a common practice for large corporations to fund operations, strategic initiatives, or refinance existing debt. Investors should note the fixed interest rate of 1.700% and the maturity date in 2028, which are key terms for assessing the debt's attractiveness and the company's financial strategy.

May 14, 2021 8-K