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Item 9A. Controls and Procedures

2022-08-03 compared with 2021-08-04 · 53 added, 55 removed, 236 unchanged (31% of the section changed)

Controls and Procedures

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 “Exchange Act”).

“Exchange Act”).

This “Controls and Procedures” section should be read in conjunction with the report of Deloitte & Touche LLP that appears in this Annual Report on Form 10-K and is hereby incorporated herein by reference.

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/s/ Carlos A.

President and Chief Executive Officer

/s/ Kathleen A.

Chief Executive Officer

/s/ Don McGuire

Chief Financial Officer

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 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, 2021, of the Company and our report dated August 4, 2021, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.

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, 2022 , of the Company and our report dated August 3, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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/s/ Deloitte & Touche LLP

Parsippany, New Jersey

Morristown, New Jersey

August 3, 2022

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

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Brock Albinson 47 Corporate Controller and Principal Accounting Officer 2007

John Ayala 54 President, Employer Services North America 2002

Maria Black 47 President, Worldwide Sales and Marketing 1996

John Ayala 55 Chief Operating Officer 2002

Maria Black 48 President, ADP 1996

Gus Blanchard 59 Chief Marketing Officer 1985

Bonarti 56 Chief Administrative Officer 1997

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Chris D'Ambrosio 41 Chief Strategy Officer 2014

Joe DeSilva 46 President, Small Business Services, Retirement Services and 2003

Insurance Services

Dyson 55 President, National Accounts Services 1988

Joe DeSilva 47 President, Global Sales 2003

Eberhard 60 Vice President and Treasurer 1998

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David Kwon 52 Chief Legal Officer/General Counsel 2011

Don McGuire 61 President, Employer Services International 1998

Virginia Magliulo 53 President, Employer Services International 2015

Don McGuire 62 Chief Financial Officer 1998

Brian Michaud 54 President, Smart Compliance Solutions 1991

Alex Quevedo 50 President, Human Resource Outsourcing 1997

Rodriguez 57 President and Chief Executive Officer 1999

Stuart Sackman 60 Corporate Vice President, Global Shared Services 1992

Rodriguez 57 Chief Executive Officer 1999

Kareem Rogers 47 President, National Account Services 2016

Jim Sperduto 50 President, Small Business Services, Retirement Services and 1994

Insurance Services

Donald Weinstein 53 Corporate Vice President, Global Product and Technology 2006

Winters 53 Chief Financial Officer 2019

Brock Albinson joined ADP in 2007.

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John Ayala joined ADP in 2002.

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.

Prior to his appointment as Chief Operating Officer in January 2022, he served as President, Employer Services North 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.

Maria Black joined ADP in 1996.

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.

Prior to her appointment as President, ADP in January 2022, she served as President, Worldwide Sales and 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.

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.

Bonarti joined ADP in 1997.

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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.

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.

Prior to his appointment as President, Global Sales in January 2022, he served as President, Small Business Services, Retirement Services and Insurance Services from February 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.

Eberhard joined ADP in 1998.

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Prior to his appointment as Corporate Vice President, Chief Legal Officer/General Counsel in July 2021, he served as Staff Vice President and Associate General Counsel – Global Compliance from March 2019 to June 2021, and as Staff Vice President and Associate General Counsel – Litigation from July 2012 to March 2019 .

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.

Don McGuire joined ADP in 1998.

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.

Prior to his appointment as Chief Financial Officer in October 2021, he served as President, Employer Services International from June 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.

Brian Michaud joined ADP in 1991.

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Prior to his appointment in November 2011 to President and Chief Executive Officer, he served as President and Chief Operating Officer from May 2011 to November 2011, and as President, Employer Services International - National Account Services, ADP Canada, and GlobalView and Employer Services International, from March 2010 to May 2011.

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.

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.

Donald Weinstein joined ADP in 2006.

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,

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

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.

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, 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 2022 Annual Meeting of Stockholders, which information is incorporated herein by reference.

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Executive Compensation

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

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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The following report and Consolidated Financial Statements of the Company are contained in Part II, Item 8 hereof:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Statements of Consolidated Earnings - years ended June 30, 2022, 2021 and 2020

24 unchanged sentences

Form of 1.700% Senior Note due 2028 - incorporated by reference to Exhibit A to 4.1 to the Company's Current Report on Form 8-K dated May 11, 2021 and filed on May 14, 2021

364-Day Credit Agreement, dated as of June 9, 2021, 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 9, 2021 and filed on June 10, 2021

364-Day Credit Agreement, dated as of 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.

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.

11 unchanged sentences

Automatic Data Processing, Inc.

Retirement and Savings Restoration Plan - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan)

Automatic Data Processing, Inc.

Retirement and Savings Restoration Plan (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 September 30, 2020 (Management Compensatory Plan)

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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)

Form of Stock Option Grant 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)

Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan)

Form of Stock Option Grant 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)

Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan)

Form of Performance Stock Unit Award Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2017 (Management Compensatory 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, 2017 (Management Compensatory Plan)

Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan for 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, 2017 (Management Compensatory Plan)

Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2008 Omnibus Award Plan for grants beginning September 1, 2017 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017 (Management Compensatory Plan)

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)

Automatic Data Processing, Inc.

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Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan (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 (Management Compensatory Plan)

Form of Stock Option Grant Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 (Management Compensatory Plan)

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)

Form of Stock Option Grant Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 - incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (Management Compensatory Plan)

Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 - incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (Management Compensatory Plan)

Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 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, 2021 (Management Compensatory Plan)

Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2022 (Management Compensatory Plan)

Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2022 (Management Compensatory Plan)

1 unchanged sentence

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

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 and filed on March 18, 2020

Compensation letter for Don McGuire, dated September 2021, and relocation addendum, dated October 26, 2021, by and between Automatic Data Processing, Inc.

and Don McGuire - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021

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

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

Subsidiaries of the Company

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Rodriguez pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification by Kathleen A.

Winters pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification by Don McGuire pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification by Carlos A.

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

Certification by Kathleen A.

Winters pursuant to 18 U.S.C.

Certification by Don McGuire pursuant to 18 U.S.C.

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

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August 3, 2022 By /s/ Carlos A.

President and Chief Executive Officer

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.

1 unchanged sentence

/s/ Carlos A.

Rodriguez President and Chief Executive August 4, 2021

Rodriguez) Officer, Director

Rodriguez Chief Executive Officer, August 3, 2022

Rodriguez) Director

(Principal Executive Officer)

/s/ Kathleen A.

Winters Chief Financial Officer August 4, 2021

Winters) (Principal Financial Officer)

/s/ Don McGuire Chief Financial Officer August 3, 2022

(Don McGuire) (Principal Financial Officer)

/s/ Brock Albinson Corporate Controller August 3, 2022

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Clark Director August 3, 2022

Goeckeler Director August 3, 2022

/s/ Linnie M.

13 unchanged sentences

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