What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-08-05 compared with 2019-08-09 · 69 added, 71 removed, 216 unchanged (39% of the section changed)

58 unchanged sentences

The executive officers of the Company, their ages, positions, and the period during which they have been employed by ADP are as follows:

Brock Albinson

Corporate Controller and Principal Accounting Officer

President, Major Account Services and ADP Canada

President, Small Business Solutions and Human Resources

Corporate Vice President, General Counsel and Secretary

President, National Accounts Services

Vice President and Treasurer

Chief Human Resources Officer

Matthew Levin

Chief Strategy Officer

President, Employer Services International

Chief Transformation Officer

Thomas Perrotti

President, Worldwide Sales and Marketing

Douglas Politi

President, Compliance Solutions

President and Chief Executive Officer

Stuart Sackman

Corporate Vice President, Global Shared Services

Donald Weinstein

Corporate Vice President, Global Product and Technology

Chief Financial Officer

Name Age Position ADP Since

Brock Albinson 45 Corporate Controller and Principal Accounting Officer 2007

John Ayala 53 President, Employer Services North America 2002

Maria Black 46 President, Worldwide Sales and Marketing 1996

Bonarti 54 Corporate Vice President, General Counsel and Secretary 1997

Laura Brown 48 President, Major Account Services and ADP Canada 2000

Joe DeSilva 45 President, Small Business Services, Retirement Services and 2003

Insurance Services

Dyson 54 President, National Accounts Services 1988

Eberhard 58 Vice President and Treasurer 1998

Sreeni Kutam 50 Chief Human Resources Officer 2014

Matthew Levin 47 Chief Strategy Officer 2018

Don McGuire 60 President, Employer Services International 1998

Brian Michaud 52 President, Human Resources Outsourcing 1991

O'Brien 54 Chief Transformation Officer 2012

Douglas Politi 58 President, Compliance Solutions 1992

Rodriguez 56 President and Chief Executive Officer 1999

Stuart Sackman 59 Corporate Vice President, Global Shared Services 1992

Donald Weinstein 51 Corporate Vice President, Global Product and Technology 2006

Winters 52 Chief Financial Officer 2019

Brock Albinson joined ADP in 2007.

1 unchanged sentence

John Ayala joined ADP in 2002.

Prior to his appointment as President, Major Account Services and ADP Canada in January 2017, he served 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 his appointment as President, Employer Services North America, he served 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.

Maria Black joined ADP in 1996.

Prior to her appointment as President, Small Business Solutions and Human Resources Outsourcing in January 2017, she served 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 her appointment as President, Worldwide Sales and Marketing, she served 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.

Bonarti joined ADP in 1997.

He has served as Corporate Vice President, General Counsel and Secretary since July 2010.

Laura Brown joined ADP in 2000.

Prior to her appointment as President, Major Account Services and ADP Canada in March 2020, she served as Senior Vice President/General Manager, Next Gen Human Capital Management from March 2019 to March 2020, as Senior Division Vice President, Major Account Services from September 2016 to March 2019, and Division Vice President/General Manager, Small Business Services from April 2014 to August 2016.

Joe DeSilva joined ADP in 2003.

Prior to his appointment as President, Small Business Services, Retirement Services and Insurance Services in February 2020, he served 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.

Dyson joined ADP in 1988.

10 unchanged sentences

Prior to his appointment as President, Employer Services International in June 2018, he served 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.

Brian Michaud joined ADP in 1991.

Prior to his appointment as President, Human Resources Outsourcing in February 2020, he served as Senior Vice President, TotalSource from August 2016 to February 2020, as Senior Vice President, Client Services from June 2015 to August 2016, and as General Manager, Northeast from September 2011 to June 2015.

O’Brien joined ADP in 2012.

Prior to his appointment as Chief Transformation Officer in January 2018, he served as Chief Human Resources Officer from April 2012 to January 2018.

Thomas Perrotti joined ADP in 1993.

Prior to his appointment as President, Worldwide Sales and Marketing in January 2017, he served as President, Major Account Services and ADP Canada from July 2015 to December 2016, as Corporate Vice President and Senior Vice President, Service and Operations, Major Account Services from July 2014 to June 2015, as Senior Vice President, Service & Operations, Small Business Services from April 2013 to June 2014, as Senior Vice President, Sales, Small Business Services from April 2011 to March 2013, and as Division Vice President, Global Sales Operations, Employer Services from November 2009 to March 2011.

Douglas Politi joined ADP in 1992.

14 unchanged sentences

ADP has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.

The code of ethics may be viewed online on ADP’s website at

www.adp.com under “Investor Relations” in the “Corporate Governance” section.

The code of ethics may be viewed online on ADP’s website at www.adp.com under “Investor Relations” in the “Corporate Governance” section.

Any amendment to or waivers from the code of ethics will be disclosed on our website within four business days following the date of the amendment or waiver.

28 unchanged sentences

333-72023 on Form S-4 filed with the Commission on February 9, 1999

Amended and Restated By-laws of the Company - incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 3, 2016

Amended and Restated By-laws of the Company, dated August 5, 2020

Form of Indenture between the Company and Wells Fargo Bank, National Association, as trustee - incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-3 (No.

4 unchanged sentences

Form of 3.375% Senior Note due 2025 - incorporated by reference to Exhibit B to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 15, 2015

364-Day Credit Agreement, dated as of June 12, 2019, 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., Citibank, N.A., MUFG Bank, Ltd.

and Deutsche Bank Securities Inc., as Syndication Agents, and Barclays Bank PLC, as Documentation Agent - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 12, 2019

Description of Common Stock

364-Day Credit Agreement, dated as of June 10, 2020, 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 June 10, 2020

Five-Year Credit Agreement, dated as of June 12, 2019, 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., Citibank, N.A., MUFG Bank, Ltd.

32 unchanged sentences

Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2018 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2018 (Management Compensatory Plan)

Separation Agreement and Release, dated June 13, 2018, by and between Ed Flynn and Automatic Data Processing, Inc.

- incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2018

Automatic Data Processing, Inc.

8 unchanged sentences

- incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019

Separation Agreement and Release, dated March 12, 2020, by and between Thomas J.

Perrotti and Automatic Data Processing, Inc.

- incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 12, 2020

Subsidiaries of the Company

10 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL instance document

XBRL taxonomy extension schema document

XBRL taxonomy extension calculation linkbase document

XBRL taxonomy label linkbase document

XBRL taxonomy extension presentation linkbase document

XBRL taxonomy extension definition linkbase document

101.INS Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH Inline XBRL Taxonomy Extension Schema

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase

101.LAB Inline XBRL Taxonomy Label Linkbase

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase

101.DEF Inline XBRL Taxonomy Extension Definition Document

AUTOMATIC DATA PROCESSING, INC.

2 unchanged sentences

(In thousands)

Balance at beginning of period

Charged to costs and expenses

Charged to other accounts (A)

Balance at end of period

Column A Column B Column C Column D Column E

Balance at beginning of period Charged to costs and expenses Charged to other accounts (A) Deductions Balance at end of period

Year ended June 30, 2020:

Allowance for doubtful accounts:

Current $ 54,850 $ 65,069 $ ( 4,536 ) $ ( 22,911 ) (B) $ 92,472

Long-term $ 505 $ — $ 44 $ — (B) $ 549

Deferred tax valuation allowance $ 31,627 $ ( 18,953 ) $ ( 204 ) $ ( 479 ) $ 11,992

1 unchanged sentence

Allowance for doubtful accounts:

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

1 unchanged sentence

Allowance for doubtful accounts:

Current $ 49,561 $ 21,443 $ 5,546 $ ( 25,208 ) (B) $ 51,342

Long-term $ 803 $ — $ ( 293 ) $ — (B) $ 510

Deferred tax valuation allowance $ 9,406 $ 38,937 $ ( 325 ) $ ( 2,013 ) $ 46,006

3 unchanged sentences

AUTOMATIC DATA PROCESSING, INC.

August 9, 2019

/s/ Carlos A.

August 5, 2020 By /s/ Carlos A.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature Title Date

/s/ Carlos A.

President and Chief Executive

August 9, 2019

Officer, Director

Rodriguez President and Chief Executive August 5, 2020

Rodriguez) Officer, Director

(Principal Executive Officer)

/s/ Kathleen A.

Chief Financial Officer

August 9, 2019

(Principal Financial Officer)

/s/ Brock Albinson

Corporate Controller

August 9, 2019

(Brock Albinson)

(Principal Accounting Officer)

/s/ Peter Bisson

August 9, 2019

Winters Chief Financial Officer August 5, 2020

Winters) (Principal Financial Officer)

/s/ Brock Albinson Corporate Controller August 5, 2020

(Brock Albinson) (Principal Accounting Officer)

/s/ Peter Bisson Director August 5, 2020

(Peter Bisson)

/s/ Richard T.

August 9, 2019

/s/ Michael P.

August 9, 2019

Glenn Hubbard

August 9, 2019

Clark Director August 5, 2020

Glenn Hubbard Director August 5, 2020

Glenn Hubbard)

August 9, 2019

Jones Director August 5, 2020

/s/ Francine S.

August 9, 2019

Katsoudas Director August 5, 2020

/s/ Nazzic S.

Keene Director August 5, 2020

/s/ Thomas J.

August 9, 2019

Lynch Director August 5, 2020

Powers Director August 5, 2020

/s/ William J.

August 9, 2019

Ready Director August 5, 2020

/s/ Sandra S.

August 9, 2019

Wijnberg Director August 5, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures