AUTOMATIC DATA PROCESSING INC - Quarter Report: 2024 March (Form 10-Q)

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Table of Contents


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Statements of Consolidated Earnings Three and nine months en ded March 31, 202 4 and 20 23	3

	Statements of Consolidated Comprehensive Income Three and nine months ended March 31, 202 4 and 202 3	4

	Consolidated Balance Sheets At March 31, 2024 and June 30, 2023	5

	Statements of Consolidated Cash Flows Nine months ended March 31, 202 4 and 202 3	6

	Notes to the Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 6.	Exhibits	39

	Signatures	40

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Automatic Data Processing, Inc. and Subsidiaries

Statements of Consolidated Earnings

(In millions, except per share amounts)

(Unaudited)


	Three Months Ended		Nine Months Ended
	March 31,		March 31,
	2024	2023	2024	2023

REVENUES:
Revenues, other than interest on funds held for clients and PEO revenues	$	$	$	$
Interest on funds held for clients
PEO revenues (A)
TOTAL REVENUES

EXPENSES:
Costs of revenues:
Operating expenses
Research and development
Depreciation and amortization
TOTAL COSTS OF REVENUES

Selling, general, and administrative expenses
Interest expense
TOTAL EXPENSES

Other (income)/expense, net	()	()	()	()

EARNINGS BEFORE INCOME TAXES

Provision for income taxes






NET EARNINGS	$	$	$	$



BASIC EARNINGS PER SHARE	$	$	$	$



DILUTED EARNINGS PER SHARE	$	$	$	$

Basic weighted average shares outstanding
Diluted weighted average shares outstanding

(A) million and $ million for the three months ended March 31, 2024 and 2023, respectively, and $ million and $ million for the nine months ended March 31, 2024 and 2023, respectively.

See notes to the Consolidated Financial Statements.

Automatic Data Processing, Inc. and Subsidiaries

Statements of Consolidated Comprehensive Income

(In millions)

(Unaudited)


	Three Months Ended		Nine Months Ended
	March 31,		March 31,
	2024	2023	2024	2023

Net earnings	$	$	$	$

Other comprehensive income/(losses):
Currency translation adjustments	()		()

Unrealized net (losses)/gains on available-for-sale securities	()			()
Tax effect		()	()
Reclassification of realized net losses on available-for-sale securities to net earnings
Tax effect	()	()	()	()



Amortization of unrealized losses on cash flow hedging activities
Tax effect	()	()	()	()



Reclassification of pension liability adjustment to net earnings
Tax effect	()		()	()




Other comprehensive (loss)/income, net of tax	()			()
Comprehensive income	$	$	$	$

See notes to the Consolidated Financial Statements.

Automatic Data Processing, Inc. and Subsidiaries

Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

March 31,

June 30,

2024

2023

Assets

Current assets:

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts of $ and $, respectively

Other current assets

Total current assets before funds held for clients

Funds held for clients

Total current assets

Long-term receivables, net of allowance for doubtful accounts of $ and $, respectively

Property, plant and equipment, net

Operating lease right-of-use asset

Deferred contract costs

Other assets

Goodwill

Intangible assets, net

Total assets

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

Accrued expenses and other current liabilities

Accrued payroll and payroll-related expenses

Dividends payable

Short-term deferred revenues

Obligations under reverse repurchase agreements (A)

Income taxes payable

Total current liabilities before client funds obligations

Client funds obligations

Total current liabilities

Long-term debt

Operating lease liabilities

Other liabilities

Deferred income taxes

Long-term deferred revenues

Total liabilities

Commitments and contingencies (Note 13)

par value: authorized, shares; issued, ne

Common stock, $ par value: authorized, shares; issued, shares at March 31, 2024 and June 30, 2023;

outstanding, and shares at March 31, 2024 and June 30, 2023, respectively

Capital in excess of par value

Retained earnings

Treasury stock - at cost: and shares at March 31, 2024 and June 30, 2023, respectively

()

Accumulated other comprehensive (loss)/ income

()

Total stockholders’ equity

Total liabilities and stockholders’ equity

(A) million of long-term marketable securities and $ million of cash and cash equivalents have been pledged as collateral under the Company's reverse repurchase agreements (see Note 9).

See notes to the Consolidated Financial Statements.

Automatic Data Processing, Inc. and Subsidiaries

Statements of Consolidated Cash Flows

(In millions)

(Unaudited)


	Nine Months Ended
	March 31,
	2024	2023

Cash Flows from Operating Activities:
Net earnings	$	$
Adjustments to reconcile net earnings to cash flows provided by operating activities:
Depreciation and amortization
Amortization of deferred contract costs

Deferred income taxes	()	()
Stock-based compensation expense

Bad Debt Expense
Net pension income	()	()

Net accretion of discounts and amortization of premiums on available-for-sale securities	()





Other	()
Changes in operating assets and liabilities:
(Increase)/Decrease in accounts receivable	()
Increase in deferred contract costs	()	()
Increase in other assets	()	()
Decrease in accounts payable	()	()
Increase/(Decrease) in accrued expenses and other liabilities		()


Net cash flows provided by operating activities

Cash Flows from Investing Activities:
Purchases of corporate and client funds marketable securities	()	()
Proceeds from the sales and maturities of corporate and client funds marketable securities

Capital expenditures	()	()
Additions to intangibles	()	()
Acquisitions of businesses, net of cash acquired	()	()
Proceeds from sale of property, plant, and equipment and other assets
Other	()





Net cash flows used in investing activities	()	()

Cash Flows from Financing Activities:
Net increase/(decrease) in client funds obligations		()

Net cash received from the Internal Revenue Service
Payments of debt	()	()


Repurchases of common stock	()	()
Net proceeds from stock purchase plan and stock-based compensation plans

Dividends paid	()	()
Net payments related to reverse repurchase agreements	()	()




Net cash flows provided by/(used in) financing activities		()

Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents	()	()

Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents		()

Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period	$	$



Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Consolidated Balance Sheets
Cash and cash equivalents	$	$
Restricted cash and restricted cash equivalents included in funds held for clients (A)
Total cash, cash equivalents, restricted cash, and restricted cash equivalents	$	$

Supplemental disclosures of cash flow information:
Cash paid for interest	$	$
Cash paid for income taxes, net of income tax refunds	$	$

(A)

See notes to the Consolidated Financial Statements.

Automatic Data Processing, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Tabular dollars in millions, except per share amounts or where otherwise stated)

(Unaudited)

Note 1.

Note 2.

Note 3.

business pillars: Human Capital Management (“HCM”), HR Outsourcing (“HRO”), and Global Solutions (“Global”), with separate disaggregation for PEO zero-margin benefits pass-through revenues and client funds interest revenues. The Company believes these revenue categories depict how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors.

$ $ $ HRO, excluding PEO zero-margin benefits pass-throughs PEO zero-margin benefits pass-throughs Global Interest on funds held for clients Total Revenues$ $ $ $

Reconciliation of disaggregated revenue to our reportable segments for the three months ended March 31, 2024:

Types of Revenues

Employer Services

PEO

Other

Total

HCM

()

HRO, excluding PEO zero-margin benefits pass-throughs

()

PEO zero-margin benefits pass-throughs

Global

Interest on funds held for clients

Total Segment Revenues

()

Reconciliation of disaggregated revenue to our reportable segments for the three months ended March 31, 2023:

Types of Revenues

Employer Services

PEO

Other

Total

HCM

()

HRO, excluding PEO zero-margin benefits pass-throughs

()

PEO zero-margin benefits pass-throughs

Global

Interest on funds held for clients

Total Segment Revenues

()

Reconciliation of disaggregated revenue to our reportable segments for the nine months ended March 31, 2024:

Types of Revenues

Employer Services

PEO

Other

Total

HCM

()

HRO, excluding PEO zero-margin benefits pass-throughs

()

PEO zero-margin benefits pass-throughs

Global

Interest on funds held for clients

Total Segment Revenues

()

$ $()$ HRO, excluding PEO zero-margin benefits pass-throughs () PEO zero-margin benefits pass-throughs Global Interest on funds held for clients Total Segment Revenues$ $ $()$

Contract Balances

The timing of revenue recognition for HCM, HRO and Global Solutions is consistent with the invoicing of clients, as invoicing occurs in the period the services are provided. Therefore, the Company does not recognize a contract asset or liability resulting from the timing of revenue recognition and invoicing.

Recognition of revenue included in beginning of year contract liability()Contract liability, net of revenue recognized on contracts during the period Currency translation adjustments Contract liability, March 31, 2024$

Note 4. $ Weighted average shares (in millions) EPS$ $ Three Months Ended March 31, 2023 Net earnings$ $ Weighted average shares (in millions) EPS$ $ Nine Months Ended March 31, 2024Net earnings$ $ Weighted average shares (in millions) EPS$ $ Nine Months Ended March 31, 2023 Net earnings$ $ Weighted average shares (in millions) EPS$ $

stock options excluded from the calculation of diluted earnings per share due to anti-dilution. For the three and nine months ended March 31, 2023, there were million stock options excluded from the calculation of diluted earnings per share due to anti-dilution in each period.

Note 5. )$()$()$()Realized losses on available-for-sale securities, net Gain on sale of assets() () Impairment of assets

(A) Included within available-for-sale securities are funds held for clients with fair values of $ million. There are no corporate investments included within available-for-sale securities at March 31, 2024. All available-for-sale securities were

$— $— $ Available-for-sale securities: Corporate bonds () U.S. Treasury securities ()

Canadian government obligations and Canadian government agency obligations

() U.S. government agency securities () Asset-backed securities () Canadian provincial bonds () Commercial mortgage-backed securities () Other securities () Total available-for-sale securities () Total corporate investments and funds held for clients$ $ $()$

million and funds held for clients with fair values of $ million. All available-for-sale securities were included in Level 2 of the fair value hierarchy.

For a description of the fair value hierarchy and the Company's fair value methodologies, including the use of an independent third-party pricing service, see Note 1 “Summary of Significant Accounting Policies” in the Company's Annual Report on Form 10-K for fiscal 2023. The Company concurred with and did not adjust the prices obtained from the independent pricing service. The Company had available-for-sale securities included in Level 1 or Level 3 at March 31, 2024.

)$ $()$ $()$ U.S. Treasury securities() () ()

Canadian government obligations and Canadian government agency obligations

() () () U.S. government agency securities() () () Asset-backed securities() () () Canadian provincial bonds() () () Commercial mortgage-backed securities() () () Other securities() () () $()$ $()$ $()$

)$ $()$ $()$ U.S. Treasury securities() () ()

Canadian government obligations and Canadian government agency obligations

At March 31, 2024, corporate bonds include investment-grade debt securities with a wide variety of issuers, industries, and sectors, primarily carrying credit ratings of A and above, and have maturities ranging from April 2024 through March 2034.

At March 31, 2024, asset-backed securities include AAA-rated senior tranches of securities with predominantly prime collateral of fixed-rate auto loan, credit card, and equipment lease receivables with fair values of $ million, $ million, and $ million, respectively. These securities are collateralized by the cash flows of the underlying pools of receivables. The primary risk associated with these securities is the collection risk of the underlying receivables. All collateral on such asset-backed securities has performed as expected through March 31, 2024.

At March 31, 2024, U.S. government agency securities primarily include debt directly issued by Federal Farm Credit Banks and Federal Home Loan Banks with fair values of $ million and $ million, respectively. U.S. government agency securities represent senior, unsecured, non-callable debt that primarily carry ratings of Aaa by Moody's, and AA+ by Standard & Poor's, with maturities ranging from May 2024 through December 2033.

At March 31, 2024, U.S. government agency commercial mortgage-backed securities of $ million include those issued by Federal Home Loan Mortgage Corporation and Federal National Mortgage Association.

At March 31, 2024, other securities primarily include municipal bonds, diversified with a variety of issuers, with credit ratings of A and above with fair values of $ million, AA-rated United Kingdom Gilt securities of $ million, and AAA-rated supranational bonds of $ million.

$ Short-term marketable securities (a) Long-term marketable securities (b) Total corporate investments$ $

(a) - Short-term marketable securities are included within Other current assets on the Consolidated Balance Sheets.

(b) - Long-term marketable securities are included within Other assets on the Consolidated Balance Sheets.

$ Restricted short-term marketable securities held to satisfy client funds obligations Restricted long-term marketable securities held to satisfy client funds obligations Total funds held for clients$ $

Client funds obligations represent the Company's contractual obligations to remit funds to satisfy clients' payroll, tax, and other payee payment obligations and are recorded on the Consolidated Balance Sheets at the time that the Company impounds funds from clients. The client funds obligations represent liabilities that will be repaid within of the balance sheet date. The Company has reported client funds obligations as a current liability on the Consolidated Balance Sheets totaling $ million and $ million at March 31, 2024 and June 30, 2023, respectively. The Company has classified funds held for clients as a current asset since these funds are held solely for the purpose of satisfying the client funds obligations. Of the Company’s funds held for clients at March 31, 2024 and June 30, 2023, $ million and $ million, respectively, are held in the grantor trust. The liabilities held within the trust are intercompany liabilities to other Company subsidiaries and are eliminated in consolidation.

The Company has reported the cash flows related to the purchases of corporate and client funds marketable securities and related to the proceeds from the sales and maturities of corporate and client funds marketable securities on a gross basis in the investing section of the Statements of Consolidated Cash Flows. The Company has reported the cash and cash equivalents related to client funds investments with original maturities of days or less, within the beginning and ending balances of cash, cash equivalents, restricted cash, and restricted cash equivalents. The Company has reported the cash flows related to the cash received from and paid on behalf of clients on a net basis within net increase / (decrease) in client funds obligations in the financing activities section of the Statements of Consolidated Cash Flows.

All available-for-sale securities were rated as investment grade at March 31, 2024.

One year to two years Two years to three years Three years to four years After four years Total available-for-sale securities$

Note 7.

$ $ $ Short-term lease cost Variable lease cost Total operating lease cost$ $ $ $ $ Operating lease ROU assets obtained in exchange for new operating lease liabilities$ $ )

$ Customer contracts and lists Other intangibles Less accumulated amortization: Software and software licenses()()Customer contracts and lists()()Other intangibles()() ()()Intangible assets, net$ $

Other intangibles consist primarily of purchased rights, trademarks and trade names (acquired directly or through acquisitions). All intangible assets have finite lives and, as such, are subject to amortization. The weighted average remaining useful life of the intangible assets is years ( years for software and software licenses, years for customer contracts and lists, and year for other intangibles). Amortization of intangible assets was $ million and $ million for the three months ended March 31, 2024 and 2023, respectively, and $ million and $ million for the nine months ended March 31, 2024 and 2023, respectively.

Twelve months ending June 30, 2025$ Twelve months ending June 30, 2026$ Twelve months ending June 30, 2027$ Twelve months ending June 30, 2028$ Twelve months ending June 30, 2029$

Note 9.

billion, -day credit agreement that matures in June 2024 with a term-out option. The Company also has a , $ billion credit facility maturing in June 2026 that contains an accordion feature under which the aggregate commitment can be increased by $ million, subject to the availability of additional commitments. In addition, the Company also has a $ billion, credit facility that matures in June 2028 that contains an accordion feature under which the aggregate commitment can be increased by $ million, subject to the availability of additional commitments. The interest rate applicable to committed borrowings is tied to SOFR, the effective federal funds rate, or the prime rate depending on the notification provided by the Company to the syndicated financial institutions prior to borrowing. The Company is also required to pay facility fees on the credit agreements. The primary uses of the credit facilities are to provide liquidity to the commercial paper program and funding for general corporate purposes, if necessary. The Company had borrowings through March 31, 2024 under the credit agreements.

The Company's U.S. short-term funding requirements primarily related to client funds are sometimes obtained on an unsecured basis through the issuance of commercial paper, rather than liquidating previously-collected client funds that have already been invested in available-for-sale securities. This commercial paper program provides for the issuance of up to $ billion in aggregate maturity value. The Company’s commercial paper program is rated A-1+ by Standard & Poor’s, Prime-1 (“P-1”) by Moody’s and F1+ by Fitch. These ratings denote the highest quality commercial paper securities. Maturities of commercial paper can range from overnight to up to days. At March 31, 2024 and June 30, 2023, the Company had commercial paper borrowing outstanding. $ $ $ Weighted average interest rates % % % %Weighted average maturity (approximately in days) days day days days

The Company’s U.S., Canadian and United Kingdom short-term funding requirements related to client funds obligations are sometimes obtained on a secured basis through the use of reverse repurchase agreements, which are collateralized principally by government and government agency securities, rather than liquidating previously-collected client funds that have already been invested in available-for-sale securities. These agreements generally have terms ranging from overnight to up to five business days. At March 31, 2024, the Company had outstanding obligations related to reverse repurchase agreements. At June 30, 2023, the Company had $ million of outstanding obligations related to reverse repurchase agreements. $ $ $ Weighted average interest rates % % % %

Note 10.

series of fixed-rate notes with staggered maturities of and -years totaling $ billion (collectively the “Notes”). The Notes are senior unsecured obligations, and interest is payable in arrears, semi-annually.

% notes due September 15, 2025%$ $

Fixed-rate % notes due May 15, 2028

Fixed-rate % notes due September 1, 2030

% Other Less: current portion (a)()()Less: unamortized discount and debt issuance costs()()Total long-term debt$ $

(a) - Current portion of long-term debt as of March 31, 2024 is included within accrued expenses and other current liabilities on the Consolidated Balance Sheets.

The effective interest rates for the Notes include the interest on the Notes and amortization of the discount and debt issuance costs.

million. For a description of the fair value hierarchy and the Company's fair value methodologies, including the use of an independent third-party pricing service, see Note 1 “Summary of Significant Accounting Policies” in the Company's Annual Report on Form 10-K for fiscal 2023.

Note 11.

million shares in each of the three months ended March 31, 2024 and 2023, and repurchased million and million shares in the nine months ended March 31, 2024 and 2023, respectively. The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions.

$ $ $ Selling, general and administrative expenses Research and development Total stock-based compensation expense$ $ $ $

) ()$()

Note 12.

% and %, respectively. The decrease in the effective tax rate is primarily due to an intercompany transfer of certain assets in the three months ended March 31, 2024 offset by an increased benefit for Research and Development Tax Credits in the three months ended March 31, 2023.

The effective tax rate for the nine months ended March 31, 2024 and 2023 was % and %, respectively. The decrease in the effective tax rate is primarily due to lower reserves for uncertain tax positions, a lower state income tax rate and a valuation allowance release offset by a lower benefit for adjustments to prior year tax liabilities in nine months ended March 31, 2024.

Note 13.

Note 14.

$ $ $()$()$ Net earnings— — — — Other comprehensive income— — — — ()()Stock-based compensation expense— — — — Issuances relating to stock compensation plans— — —

Treasury stock acquired ( million shares repurchased)

— — — ()— ()

Dividends declared ($ per share)

— — ()— — ()Balance at March 31, 2024$ $ $ $()$()$

Three Months Ended

March 31, 2023

Common Stock

Capital in Excess of Par Value

Retained Earnings

Treasury Stock

AOCI

Total

Balance at December 31, 2022

()

Net earnings

—

Other comprehensive income

—

Stock-based compensation expense

—

Issuances relating to stock compensation plans

—

Treasury stock acquired ( million shares repurchased)

—

()

—

()

Dividends declared ($ per share)

—

()

—

()

Balance at March 31, 2023

()

Nine Months Ended

March 31, 2024

Common Stock

Capital in Excess of Par Value

Retained Earnings

Treasury Stock

AOCI

Total

Balance at June 30, 2023

()

Net earnings

—

Other comprehensive income

—

Stock-based compensation expense

—

Issuances relating to stock compensation plans

—

Treasury stock acquired ( million shares repurchased)

—

()

—

()

Dividends declared ($ per share)

—

()

—

()

Balance at March 31, 2024

()

$ $ $()$()$ Net earnings— — — Other comprehensive income— — — ()()Stock-based compensation expense— — — — Issuances relating to stock compensation plans— — —

Treasury stock acquired ( million shares repurchased)

— — — ()— ()

Dividends declared ($ per share)

— — ()— — ()) ) ) ) ) )()

Nine Months Ended

March 31, 2023

Currency Translation Adjustment

Net Gains/Losses on Available-for-sale Securities

Cash Flow Hedging Activities

Pension Liability

Accumulated Other Comprehensive (Loss) /Income

Balance at June 30, 2022

()

Other comprehensive income/(loss) before reclassification adjustments

()

Tax effect

Reclassification adjustments to net earnings

(A)

(C)

(B)

Tax effect

()

Balance at March 31, 2023

()

(A) Reclassification adjustments out of AOCI are included within Other (income)/expense, net, on the Statements of Consolidated Earnings.

(B) Reclassification adjustments out of AOCI are included in net pension (income)/expense (see Note 11).

(C) Reclassification adjustments out of AOCI are included in Interest expense on the Statements of Consolidated Earnings (see Note 10).

Note 16.

reportable segments: Employer Services and PEO Services. The primary components of the “Other” segment are certain corporate overhead charges and expenses that have not been allocated to the reportable segments, including corporate functions, costs related to transformation, severance costs, non-recurring gains and losses, the elimination of intercompany transactions, interest expense and corporate interest income. Certain revenues and expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are recorded based on management responsibility.

$ $ $ PEO Services Other()()()()$ $ $ $


	Earnings before Income Taxes
	Three Months Ended		Nine Months Ended
	March 31,		March 31,
	2024	2023	2024	2023
Employer Services	$	$	$	$
PEO Services
Other	()	()	()	()
	$	$	$	$

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

(Tabular dollars are presented in millions, except per share amounts)

FORWARD-LOOKING STATEMENTS

This document and other written or oral statements made from time to time by Automatic Data Processing, Inc., its subsidiaries and variable interest entity (“ADP” or the “Company”) may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could,” "is designed to" and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and depend upon or refer to future events or conditions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements or that could contribute to such difference include: ADP's success in obtaining and retaining clients, and selling additional services to clients; the pricing of products and services; the success of our new solutions; our ability to respond successfully to changes in technology, including artificial intelligence; compliance with existing or new legislation or regulations; changes in, or interpretations of, existing legislation or regulations; overall market, political and economic conditions, including interest rate and foreign currency trends and inflation; competitive conditions; our ability to maintain our current credit ratings and the impact on our funding costs and profitability; security or cyber breaches, fraudulent acts, and system interruptions and failures; employment and wage levels; availability of skilled associates; the impact of new acquisitions and divestitures; the adequacy, effectiveness and success of our business transformation initiatives and the impact of any uncertainties related to major natural disasters or catastrophic events; and supply-chain disruptions. ADP disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. These risks and uncertainties, along with the risk factors discussed under “Item 1A. - Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (“fiscal 2023”), and in other written or oral statements made from time to time by ADP, should be considered in evaluating any forward-looking statements contained herein.

NON-GAAP FINANCIAL MEASURES

In addition to our U.S. GAAP results, we use adjusted results and other non-GAAP metrics to evaluate our operating performance in the absence of certain items and for planning and forecasting of future periods. Adjusted EBIT, adjusted EBIT margin, adjusted net earnings, adjusted diluted earnings per share, adjusted effective tax rate and organic constant currency are all non-GAAP financial measures. Please refer to the accompanying financial tables in the “Non-GAAP Financial Measures” section for a discussion of why ADP believes these measures are important and for a reconciliation of non-GAAP financial measures to their comparable GAAP financial measures.

EXECUTIVE OVERVIEW

We are a leading global provider of cloud-based Human Capital Management (“HCM”) technology solutions to employers around the world. Our HCM solutions, which include both software and outsourcing services, are designed to help our clients manage their workforce through a dynamic business and regulatory landscape and the changing world of work. We continuously seek to enhance our leading HCM solutions to further support our clients. We see tremendous opportunity ahead as we focus on our three key Strategic Priorities: Leading with Best-in-Class HCM technology, Providing Unmatched Expertise and Outsourcing Solutions, and Leveraging our Global Scale for the Benefit of our Clients. Executing on our Strategic Priorities will be critical to enabling our growth in the years ahead.

During the third quarter we continued to make meaningful progress on our strategic priorities. On the technology front, we continued the rollout of ADP Assist, which utilizes generative AI ("GenAI") technology to proactively surface insights that enhance HR productivity, aid decision-making with data-driven insights, and streamline day-to-day tasks for our clients and their employees. To lean into our service expertise, we extended GenAI capabilities to a broader portion of our service and implementation associates to deliver an even better client experience. Finally, we continued to leverage our global scale to benefit our clients by requiring all partners offering AI-enabled solutions on ADP Marketplace to commit to a set of responsible AI principles based on the principles that govern our own products.

Highlights from the nine months ended March 31, 2024 include:

•Revenue growth of 7% to $14,434.1 million; 6% organic constant currency

•Earnings before income taxes margin expansion of 90 bps, and adjusted EBIT margin expansion of 60 bps

•Diluted and adjusted diluted earnings per share ("EPS") growth of 12%, to $7.07 and $7.08, respectively.

•Cash returned via shareholder friendly actions of $2.4B, including $1.6B of dividends and $0.8B of share repurchases

For the nine months ended March 31, 2024, we delivered solid revenue growth of 7%, 6% organic constant currency. Our pays per control metric, which represents the number of employees on ADP clients' payrolls in the United States when measured on a same-store-sales basis for a subset of clients ranging from small to large businesses, grew 2% for the nine months ended March 31, 2024 as compared to the nine months ended March 31, 2023. PEO average worksite employees increased 2% for the nine months ended March 31, 2024, as compared to the nine months ended March 31, 2023.

We have a strong business model, generating significant cash flows with low capital intensity, and offer a suite of products that provide critical support to our clients’ HCM functions. We generate sufficient free cash flow to satisfy our cash dividend and our modest debt obligations, which enables us to absorb the impact of downturns and remain steadfast in our re-investments, longer term strategy, and commitments to shareholder friendly actions. We are committed to building upon our past successes by investing in our business through enhancements in research and development and by driving meaningful transformation in the way we operate. Our financial condition remains solid at March 31, 2024 and we remain well positioned to support our clients and our associates.

RESULTS AND ANALYSIS OF CONSOLIDATED OPERATIONS

Total Revenues

For the three and nine months ended March 31, respectively:


	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2024			2023			2024			2023

Total Revenues	$	5,253.8		$	4,927.8		$	14,434.1		$	13,534.4
YoY Growth	7		%	9		%	7		%	9		%
YoY Growth, Organic Constant Currency	6		%	10		%	6		%	11		%

Revenues for the three and nine months ended March 31, 2024 increased due to new business started from New Business Bookings, strong client retention, an increase in pricing, an increase in zero-margin benefits pass-throughs, and an increase in our pays per control.

Total revenues for the three months ended March 31, 2024 include interest on funds held for clients of $320.8 million, as compared to $249.4 million for the three months ended March 31, 2023. The increase in the interest earned on funds held for clients resulted from an increase in our average interest rate earned to 3.1% for the three months ended March 31, 2024, as compared to 2.5% for the three months ended March 31, 2023, and an increase in our average client funds balances of 6.5% to $41.7 billion for the three months ended March 31, 2024.

Total revenues for the nine months ended March 31, 2024 include interest on funds held for clients of $747.9 million, as compared to $577.7 million for the nine months ended March 31, 2023. The increase in the interest earned on funds held for clients resulted from an increase in our average interest rate earned to 2.8% for the nine months ended March 31, 2024, as compared to 2.3% for the nine months ended March 31, 2023, and an increase in our average client funds balances of 3.5% to $35.1 billion for the nine months ended March 31, 2024.

Total Expenses

								2023	% Change

Costs of revenues:
6,777.4		$	6,508.7		4		%
	622.6			14		%
	336.8			7		%
	7,468.1			5		%
	2,594.2			6		%
	146.4			77		%
10,847.9		$	10,208.7		6		%

For the three and nine months ended March 31, 2024, operating expenses increased due to an increase in our PEO Services zero-margin benefits pass-through costs of $956.3 million to $1,016.3 million for the three months ended March 31, 2024, and an increase from $2,846.3 million to $2,963.7 million for the nine months ended March 31, 2024. Additionally, for the three and nine months ended March 31, 2024 operating expenses increased by $23.4 million and $70.5 million, respectively, due to increased service and implementation costs in support of our growing revenue, and $15.3 million and $26.0 million, respectively, due to lower releases of workers compensation reserves in ADP Indemnity as compared to prior year.

Research and development expenses increased for the three and nine months ended March 31, 2024 due to increased investments and costs to develop, support, and maintain our new and existing products, and increased investments for integration of GenAI in our existing products.

Depreciation and amortization expenses increased for the three months ended March 31, 2024 due to the amortization of internally developed software primarily for our next-gen products.

Depreciation and amortization expenses increased for the nine months ended March 31, 2024 due to the amortization of new investments in purchased software and internally developed software primarily for our next-gen products.

Selling, general and administrative expenses increased for the three and nine months ended March 31, 2024 due to increased selling expenses as a result of investments in our sales organization.

Interest expense increased for the three months ended March 31, 2024 due to the increase in average interest rates on commercial paper issuances and reverse repurchases to 5.4% and 5.4%, respectively, for the three months ended March 31, 2024, as compared to 4.5% and 4.4%, respectively, for the three months ended March 31, 2023, coupled with a higher volume of average commercial paper and reverse repurchases borrowings, as compared to the three months ended March 31, 2023.

Interest expense increased for the nine months ended March 31, 2024 due to the increase in average interest rates on commercial paper issuances and reverse repurchases to 5.3% and 5.4%, respectively, for the nine months ended March 31, 2024, as compared to 3.1% and 3.1%, respectively, for the nine months ended March 31, 2023, coupled with a higher volume of average commercial paper and reverse repurchases borrowings, as compared to the nine months ended March 31, 2023.

Other (Income)/Expense, net


	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2024		2023		$ Change		2024		2023		$ Change
Interest income on corporate funds	$	(55.9)	$	(24.1)	$	31.8	$	(159.3)	$	(82.8)	$	76.5


Realized losses on available-for-sale securities, net	1.2		0.9		(0.3)		5.2		13.9		8.7

Gain on sale of assets	(1.2)		—		1.2		(17.1)		—		17.1
Impairment of assets	—		—		—		—		0.3		0.3

Non-service components of pension income, net	(8.4)		(13.1)		(4.7)		(25.6)		(37.7)		(12.1)
Other (income)/expense, net	$	(64.3)	$	(36.3)	$	28.0	$	(196.8)	$	(106.3)	$	90.5

Interest income on corporate funds increased due to higher average interest rates of 4.0% and 3.1% for the three and nine months ended March 31, 2024, respectively, as compared to 2.7% and 2.0% for the three and nine months ended March 31, 2023, respectively, coupled with higher average investment balances of $5.5 billion and $6.8 billion for the three and nine months ended March 31, 2024, respectively, as compared to $3.6 billion and $5.5 billion for the three and nine months ended March 31, 2023, respectively.

In the three and nine months ended March 31, 2024, the Company recognized a gain of $1.2 million and $17.1 million, respectively, in relation to the sale of building and land. See Note 10 of our Consolidated Financial Statements for further details on non-service components of pension income, net.

Earnings Before Income Taxes ("EBIT") and Adjusted EBIT

For the three and nine months ended March 31:


	Three Months Ended								Nine Months Ended
	March 31,								March 31,
	2024			2023			YoY Growth		2024			2023			YoY Growth
EBIT	$	1,546.3		$	1,364.0		13	%	$	3,783.0		$	3,432.0		10	%
EBIT Margin	29.4		%	27.7		%	180 bps		26.2		%	25.4		%	90 bps
Adjusted EBIT	$	1,538.7		$	1,372.3		12	%	$	3,779.1		$	3,458.7		9	%
Adjusted EBIT Margin	29.3		%	27.8		%	140 bps		26.2		%	25.6		%	60 bps

Earnings before income taxes increased for the three and nine months ended March 31, 2024, due to the components discussed above.

Margin increased for the three months ended March 31, 2024, due to contributions from client funds interest revenues discussed above, increased interest income on corporate funds, and operating efficiencies for costs of servicing our clients on growing revenue, partially offset by increased interest expense, increased investments and costs to develop, support and maintain our new and existing products, changes in our estimated losses related to ADP Indemnity, and increased selling expense.

Margin increased for the nine months ended March 31, 2024, due to contributions from client funds interest revenues discussed above, operating efficiencies for costs of servicing our clients on growing revenue, and a gain on sale of assets, partially offset by increased interest expense, increased selling expense, increased investments and costs to develop, support and maintain our new and existing products, and changes in our estimated losses related to ADP Indemnity.

Adjusted EBIT and Adjusted EBIT margin exclude interest income and interest expense that are not related to our client funds extended investment strategy, legal settlements, and charges related to our broad-based transformation initiatives and the impact of net severance charges, as applicable, in the respective periods.

Provision for Income Taxes

The effective tax rate for the three months ended March 31, 2024 and 2023 was 23.4% and 23.5%, respectively. The decrease in the effective tax rate is primarily due to an intercompany transfer of certain assets in the three months ended March 31, 2024 offset by an increased benefit for Research and Development Tax Credits in the three months ended March 31, 2023.

The effective tax rate for the nine months ended March 31, 2024 and 2023 was 22.7% and 23.2%, respectively. The decrease in the effective tax rate is primarily due to lower reserves for uncertain tax positions, a lower state income tax rate and a valuation allowance release offset by a lower benefit for adjustments to prior year tax liabilities in nine months ended March 31, 2024.

Adjusted Provision for Income Taxes

The adjusted effective tax rate for the three months ended March 31, 2024 and 2023 was 23.4% and 23.5%, respectively. The drivers of the adjusted effective tax rate are the same as the drivers of the effective tax rate discussed above.

The adjusted effective tax rate for the nine months ended March 31, 2024 and 2023 was 22.7% and 23.2%, respectively. The drivers of the adjusted effective tax rate are the same as the drivers of the effective tax rate discussed above.

Net Earnings and Diluted EPS, Unadjusted and Adjusted

For the three and nine months ended March 31:

					2023	YoY Growth

2,922.7	$	2,635.3	11	%
7.07	$	6.33	12	%
2,926.4	$	2,638.4	11	%
7.08	$	6.34	12	%

For the three and nine months ended March 31, 2024, net earnings reflect the changes described above in our earnings before income taxes and our effective tax rate.

For the three months ended March 31, 2024, in addition to the increase in net earnings, diluted EPS increased as a result of the impact of fewer shares outstanding resulting from the repurchase of approximately 1.2 million shares during the three months ended March 31, 2024, and 1.2 million shares during the three months ended March 31, 2023, partially offset by the issuances of shares under our employee benefit plans.

For the nine months ended March 31, 2024, in addition to the increase in net earnings, diluted EPS increased as a result of the impact of fewer shares outstanding resulting from the repurchase of approximately 3.3 million shares during the nine months ended March 31, 2024, and 3.5 million shares during the nine months ended March 31, 2023, partially offset by the issuances of shares under our employee benefit plans.

ANALYSIS OF REPORTABLE SEGMENTS


	Revenues
	Three Months Ended				% Change				Nine Months Ended				% Change
	March 31,								March 31,
	2024		2023		As Reported		Organic constant currency		2024		2023		As Reported		Organic constant currency
Employer Services	$	3,590.7	$	3,339.1	8	%	7	%	$	9,762.3	$	9,021.3	8	%	8	%
PEO Services	1,665.6		1,592.0		5	%	5	%	4,681.2		4,524.7		3	%	3	%
Other	(2.5)		(3.3)		n/m		n/m		(9.4)		(11.6)		n/m		n/m


	$	5,253.8	$	4,927.8	7	%	6	%	$	14,434.1	$	13,534.4	7	%	6	%


	% Change
				2023			As Reported
3,492.1			$	3,042.6		15		%
		747.0			(4)		%
		(357.6)			n/m


3,783.0			$	3,432.0		10		%



		2023		YoY Growth
%	33.7	%	200 bps
%	16.5	%	(130) bps

n/m - not meaningful

Employer Services

Revenues

Revenues increased for the three and nine months ended March 31, 2024 due to new business started from New Business Bookings, strong client retention, an increase in pricing, an increase in interest earned on funds held for clients, and an increase in our pays per control of 2%.

Earnings before Income Taxes

Employer Services' earnings before income taxes increased 14% and 15% for the three and nine months ended March 31, 2024, respectively, due to contributions from client funds interest revenues discussed above, and operating efficiencies for costs of servicing our clients on growing revenue, partially offset by increased investments and costs to develop, support, and maintain our new and existing products, and increased selling expenses.

Margin

Employer Services' margin increased for the three and nine months ended March 31, 2024, due to contributions from client funds interest revenues discussed above, and operating efficiencies for costs of servicing our clients on growing revenue, partially offset by increased investments and costs to develop, support and maintain our new and existing products.

PEO Services

Revenues


	PEO Revenues
	Three Months Ended				Change				Nine Months Ended				Change
	March 31,								March 31,
	2024		2023		$		%		2024		2023		$		%
PEO Services' revenues	$	1,665.6	$	1,592.0	$	73.6	5	%	$	4,681.2	$	4,524.7	$	156.5	3	%
Less: PEO zero-margin benefits pass-throughs	1,016.3		956.3		60.0		6	%	2,963.7		2,846.3		117.4		4	%
PEO Services' revenues excluding zero-margin benefits pass-throughs	$	649.3	$	635.7	$	13.6	2	%	$	1,717.5	$	1,678.4	$	39.1	2	%

PEO Services' revenue increased for the three and nine months ended March 31, 2024, due to increases in zero-margin benefits pass-throughs, and increases in average worksite employees of 3% and 2%, respectively, as compared to the three and nine months ended March 31, 2023.

Earnings before Income Taxes

PEO Services' earnings before income taxes decreased 10% for the three months ended March 31, 2024 due to lower releases of workers compensation reserves in ADP Indemnity of $15.3 million as compared to prior year, and increases in selling expenses for the three months ended March 31, 2024, partially offset by increased revenues discussed above.

PEO Services' earnings before income taxes decreased 4% for the nine months ended March 31, 2024 due to lower releases of workers compensation reserves in ADP Indemnity of $26.0 million as compared to prior year, and increases in selling expenses for the nine months ended March 31, 2024, partially offset by increased revenues discussed above.

Margin

PEO Services' margin decreased for the three months ended due to changes in our estimated losses related to ADP Indemnity, and increases in zero-margin benefits pass-through costs, partially offset by increased revenues discussed above.

PEO Services' margin decreased for the nine months ended March 31, 2024 due to changes in our estimated losses related to ADP Indemnity, increases in selling expenses, and increases in zero-margin benefits pass-through costs, partially offset by increased revenues discussed above.

ADP Indemnity provides workers’ compensation and employer’s liability deductible reimbursement insurance protection for PEO Services’ worksite employees up to $1 million per occurrence. PEO Services has secured a workers’ compensation and employer’s liability insurance policy that caps the exposure for each claim at $1 million per occurrence and has also secured aggregate stop loss insurance that caps aggregate losses at a certain level in fiscal years 2012 and prior from an admitted and licensed insurance company of AIG. We utilize historical loss experience and actuarial judgment to determine the estimated claim liability, and changes in estimated ultimate incurred losses are included in the PEO segment.

Additionally, starting in fiscal year 2013, ADP Indemnity paid premiums to enter into reinsurance arrangements with ACE American Insurance Company, a wholly-owned subsidiary of Chubb Limited (“Chubb”), to cover substantially all losses incurred by the Company up to the $1 million per occurrence related to the workers' compensation and employer's liability deductible reimbursement insurance protection for PEO Services' worksite employees. Each of these reinsurance arrangements limits our overall exposure incurred up to a certain limit. The Company believes the likelihood of ultimate losses exceeding this limit is remote. ADP Indemnity recorded a pre-tax benefit of approximately $1.6 million and $6.1 million for the three and nine months ended March 31, 2024, respectively, as compared to approximately $16.9 million and $32.1 million for the three and nine months ended March 31, 2023, respectively, which was primarily a result of changes in our estimated actuarial losses. In

July 2023, ADP Indemnity paid a premium of $269 million to enter into a reinsurance arrangement with Chubb Limited to cover substantially all losses incurred by ADP Indemnity for the fiscal 2024 policy year on terms substantially similar to the fiscal 2023 reinsurance policy.

Other

The primary components of “Other” are certain corporate overhead charges and expenses that have not been allocated to the reportable segments, including corporate functions, costs related to our transformation office, severance costs, non-recurring gains and losses, the elimination of intercompany transactions, and other interest income and expense.

Non-GAAP Financial Measures

In addition to our U.S. GAAP results, we use the adjusted results and other non-GAAP metrics set forth in the table below to evaluate our operating performance in the absence of certain items and for planning and forecasting of future periods:


Adjusted Financial Measure			U.S. GAAP Measures
Adjusted EBIT			Net earnings
Adjusted provision for income taxes			Provision for income taxes
Adjusted net earnings			Net earnings
Adjusted diluted earnings per share			Diluted earnings per share
Adjusted effective tax rate			Effective tax rate
Organic constant currency			Revenues

We believe that the exclusion of the identified items helps us reflect the fundamentals of our underlying business model and analyze results against our expectations and against prior period, and to plan for future periods by focusing on our underlying operations. We believe that the adjusted results provide relevant and useful information for investors because it allows investors to view performance in a manner similar to the method used by management and improves their ability to understand and assess our operating performance. The nature of these exclusions is for specific items that are not fundamental to our underlying business operations. Since these adjusted financial measures and other non-GAAP metrics are not measures of performance calculated in accordance with U.S. GAAP, they should not be considered in isolation from, as a substitute for, or superior to their corresponding U.S. GAAP measures, and they may not be comparable to similarly titled measures at other companies.

						% Change	2023	As Reported

2,922.7		$	2,635.3	11	%
Adjustments:
	796.7
	53.0
	(30.4)



	7.9

	(3.8)
3,779.1		$	3,458.7	9	%
%	25.6		%

860.3		$	796.7	8	%
Adjustments:



	2.0

	(1.0)

861.5		$	797.7	8	%
%	23.2		%

2,922.7		$	2,635.3	11	%
Adjustments:






	7.9
	(2.0)




	(3.8)
	1.0

2,926.4		$	2,638.4	11	%

7.07		$	6.33	12	%
Adjustments:



	0.01

	(0.01)

7.08		$	6.34	12	%

(a) In Adjusted EBIT, we include the interest income earned on investments associated with our client funds extended investment strategy and interest expense on borrowings related to our client funds extended investment strategy as we believe these amounts to be fundamental to the underlying operations of our business model. The adjustments in the table above represent the interest income and interest expense that are not related to our client funds extended investment strategy and are labeled as “All other interest expense” and “All other interest income.”

(b) In the three and nine months ended March 31, 2024, transformation initiatives include consulting costs relating to our company wide transformation initiatives.

(c) The income tax (benefit)/provision was calculated based on the annualized marginal rate in effect during the quarter of the adjustment.

(d) The Adjusted effective tax rate is calculated as our Adjusted provision for income taxes divided by the sum of our Adjusted net earnings plus our Adjusted provision for income taxes.

The following table reconciles our reported growth rates to the non-GAAP measure of organic constant currency, which excludes the impact of acquisitions, the impact of dispositions, and the impact of foreign currency. The impact of acquisitions and dispositions is calculated by excluding the current year revenues of acquisitions until the one-year anniversary of the transaction and by excluding the prior year revenues of divestitures for the one-year period preceding the transaction. The

impact of foreign currency is determined by calculating the current year result using foreign exchange rates consistent with the prior year. The PEO segment is not impacted by acquisitions, dispositions or foreign currency.

Adjustments:

Note: Numbers may not foot due to rounding.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2024, cash and cash equivalents were $3.3 billion, which were primarily invested in time deposits and money market funds.

For corporate liquidity, we expect existing cash, cash equivalents, marketable securities, cash flow from operations together with our $9.7 billion of committed credit facilities and our ability to access both long-term and short-term debt financing from the capital markets will be adequate to meet our operating, investing, and financing activities such as regular quarterly dividends, share repurchases, and capital expenditures for the foreseeable future. Our financial condition remains solid at March 31, 2024 and we have sufficient liquidity.

For client funds liquidity, we have the ability to borrow through our financing arrangements under our U.S. short-term commercial paper program and our U.S., Canadian and United Kingdom short-term reverse repurchase agreements, together with our $9.7 billion of committed credit facilities and our ability to use corporate liquidity when necessary to meet short-term funding requirements related to client funds obligations. Please see “Quantitative and Qualitative Disclosures about Market Risk” for a further discussion of the risks related to our client funds extended investment strategy. See Note 9 of our Consolidated Financial Statements for a description of our short-term financing including commercial paper.

Operating, Investing and Financing Cash Flows

Our cash flows from operating, investing, and financing activities, as reflected in the Statements of Consolidated Cash Flows for the nine months ended March 31, 2024 and 2023, respectively, are summarized as follows:


	Nine Months Ended
	March 31,
	2024		2023		$ Change
Cash provided by / (used in):
Operating activities	$	2,857.0	$	3,021.9	$	(164.9)
Investing activities	(1,171.8)		(2,052.8)		881.0
Financing activities	9,683.8		(5,686.2)		15,370.0
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents	(15.7)		(25.3)		9.6
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents	$	11,353.3	$	(4,742.4)	$	16,095.7

Net cash flows provided by operating activities decreased due to timing on collections of accounts receivable, offset by an increase in growth in our underlying business (net income adjusted for non-cash adjustments), as compared to the nine months ended March 31, 2023.

Net cash flows used in investing activities changed due to the timing of purchases and proceeds of corporate and client funds marketable securities of $848.6 million.

Net cash flows provided by/used in financing activities changed due to a net increase in the cash flow from client funds obligations of $14,411.9 million, which is due to the timing of impounds from our clients and payments to our clients' employees and other payees, a net increase in cash received from the Internal Revenue Service as of March 31, 2024, to be refunded to our clients, and a decrease in the net payments related to reverse repurchase agreements. These were offset by an increase in dividends paid.

We purchased approximately 3.3 million shares of our common stock at an average price per share of $242.02 during the nine months ended March 31, 2024, as compared to purchases of 3.5 million shares at an average price per share of $231.45 during the nine months ended March 31, 2023. From time to time, the Company may repurchase shares of its common stock under its authorized share repurchase program. The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions.

Capital Resources and Client Funds Obligations

We have $3.0 billion of senior unsecured notes with maturity dates in 2025, 2028 and 2030. We may from time to time revisit the long-term debt market to refinance existing debt, finance investments including acquisitions for our growth, and maintain the appropriate capital structure. However, there can be no assurance that volatility in the global capital and credit markets would not impair our ability to access these markets on terms acceptable to us, or at all. See Note 10 of our Consolidated Financial Statements for a description of our long-term financing.

Our U.S. short-term funding requirements primarily related to client funds are sometimes obtained on an unsecured basis through the issuance of commercial paper, rather than liquidating previously-collected client funds that have already been invested in available-for-sale securities. This commercial paper program provides for the issuance of up to $9.7 billion in aggregate maturity value. Our commercial paper program is rated A-1+ by Standard & Poor’s, Prime-1 (“P-1”) by Moody’s and F1+ by Fitch. These ratings denote the highest quality commercial paper securities. Maturities of commercial paper can range from overnight to up to 364 days. At March 31, 2024 and June 30, 2023, the Company had no commercial paper borrowing outstanding. Details of the borrowings under the commercial paper program are as follows:


	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2024			2023			2024			2023
Average daily borrowings (in billions)	$	2.7		$	1.5		$	3.6		$	3.2
Weighted average interest rates	5.4		%	4.5		%	5.3		%	3.1		%
Weighted average maturity (approximately in days)	2 days			1 day			2 days			2 days

Our U.S., Canadian, and United Kingdom short-term funding requirements related to client funds obligations are sometimes obtained on a secured basis through the use of reverse repurchase agreements, which are collateralized principally by government and government agency securities, rather than liquidating previously-collected client funds that have already been invested in available-for-sale securities. These agreements generally have terms ranging from overnight to up to five business days. We have successfully borrowed through the use of reverse repurchase agreements on an as-needed basis to meet short-term funding requirements related to client funds obligations. At March 31, 2024, the Company had no outstanding obligations related to reverse repurchase agreements. At June 30, 2023, the Company had $105.4 million of outstanding obligations related to reverse repurchase agreements. Details of the reverse repurchase agreements are as follows:


	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2024			2023			2024			2023
Average outstanding balances	$	634.4		$	343.2		$	1,482.0		$	811.2
Weighted average interest rates	5.4		%	4.4		%	5.4		%	3.1		%

We vary the maturities of our committed credit facilities to limit the refinancing risk of any one facility. We have a $4.25 billion, 364-day credit agreement that matures in June 2024 with a one year term-out option. In addition, we have a five-year $3.2 billion credit facility and a five-year $2.25 billion credit facility maturing in June 2026 and June 2028, respectively, each with an accordion feature under which the aggregate commitment can be increased by $500 million, subject to the availability of additional commitments. The primary uses of the credit facilities are to provide liquidity to the commercial paper program and funding for general corporate purposes, if necessary. We had no borrowings through March 31, 2024 under the credit facilities. We believe that we currently meet all conditions set forth in the revolving credit agreements to borrow thereunder and we are not aware of any conditions that would prevent us from borrowing part or all of the $9.7 billion available to us under the revolving credit agreements. See Note 9 of our Consolidated Financial Statements for a description of our short-term financing, including credit facilities.

Our investment portfolio does not contain any asset-backed securities with underlying collateral of sub-prime mortgages, alternative-A mortgages, sub-prime auto loans or sub-prime home equity loans, collateralized debt obligations, collateralized loan obligations, credit default swaps, derivatives, auction rate securities, structured investment vehicles or non-investment grade fixed-income securities. We own AAA-rated senior tranches of primarily fixed rate auto loan, credit card, and equipment lease receivables, secured predominantly by prime collateral. All collateral on asset-backed securities has performed as expected through March 31, 2024. In addition, we own U.S. government securities which primarily include debt directly issued by Federal Farm Credit Banks and Federal Home Loan Banks. Our client funds investment strategy is structured to allow us to average our way through an interest rate cycle by laddering the maturities of our investments out to five years (in the case of the extended portfolio) and out to ten years (in the case of the long portfolio). This investment strategy is supported by our short-term financing arrangements necessary to satisfy short-term funding requirements relating to client funds obligations. See Note 6 of our Consolidated Financial Statements for a description of our corporate investments and funds held for clients.

Capital expenditures for the nine months ended March 31, 2024 were $151.6 million, as compared to $142.8 million for the nine months ended March 31, 2023. We expect capital expenditures in fiscal 2024 to be between $200 million and $225 million, as compared to $206.0 million in fiscal 2023.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our overall investment portfolio is comprised of corporate investments (cash and cash equivalents, marketable securities) and client funds assets (funds that have been collected from clients but have not yet been remitted to the applicable tax authorities or client employees).

Our corporate investments are invested in cash and cash equivalents and highly liquid, investment-grade marketable securities. These assets are available for our regular quarterly dividends, share repurchases, capital expenditures and/or acquisitions, as well as other corporate operating purposes. All of our short-term and long-term fixed-income securities are classified as available-for-sale securities.

Our client funds assets are invested with safety of principal, liquidity, and diversification as the primary objectives. Consistent with those objectives, we also seek to maximize interest income and to minimize the volatility of interest income. Client funds assets are invested in highly liquid, investment-grade marketable securities, with a maximum maturity of 10 years at the time of purchase, and money market securities and other cash equivalents.

We utilize a strategy by which we extend the maturities of our investment portfolio for funds held for clients and employ short-term financing arrangements to satisfy our short-term funding requirements related to client funds obligations. Our client funds investment strategy is structured to allow us to average our way through an interest rate cycle by laddering the maturities of our investments out to five years (in the case of the extended portfolio) and out to ten years (in the case of the long portfolio). As part of our client funds investment strategy, we use the daily collection of funds from our clients to satisfy other unrelated client funds obligations, rather than liquidating previously-collected client funds that have already been invested in available-for-sale securities. In circumstances where we experience a reduction in employment levels due to a slowdown in the economy, we may make tactical decisions to sell certain securities or not reinvest maturing securities in order to reduce the size of the funds held for clients to correspond to client funds obligations. We minimize the risk of not having funds collected from a client available at the time such client’s obligation becomes due by impounding, in virtually all instances, the client’s funds in advance of the timing of payment of such client’s obligation. As a result of this practice, we have consistently maintained the required level of client funds assets to satisfy all of our obligations.

There are inherent risks and uncertainties involving our investment strategy relating to our client funds assets. Such risks include liquidity risk, including the risk associated with our ability to liquidate, if necessary, our available-for-sale securities in a timely manner in order to satisfy our client funds obligations. However, our investments are made with the safety of principal, liquidity, and diversification as the primary goals to minimize the risk of not having sufficient funds to satisfy all of our client funds obligations. We also believe we have significantly reduced the risk of not having sufficient funds to satisfy our client funds obligations by consistently maintaining access to other sources of liquidity, including our corporate cash balances, available borrowings under our $9.7 billion commercial paper program (rated A-1+ by Standard and Poor’s, P-1 by Moody’s, and F1+ by Fitch, the highest possible short-term credit ratings), and our ability to engage in reverse repurchase agreement transactions and available borrowings under our $9.7 billion committed credit facilities. The reduced availability of financing during periods of economic turmoil, even to borrowers with the highest credit ratings, may limit our ability to access short-term debt markets to meet the liquidity needs of our business. In addition to liquidity risk, our investments are subject to interest rate risk and credit risk, as discussed below.

We have established credit quality, maturity, and exposure limits for our investments. The minimum allowed credit rating at time of purchase for Corporate, Canadian government agency and Canadian provincial bonds is BBB, for asset-backed securities is AAA, and for municipal bonds is A. The maximum maturity at time of purchase for BBB-rated securities is 5 years, and for single A rated securities, AA-rated and AAA-rated securities is 10 years. Time deposits and commercial paper must be rated A-1 and/or P-1. Money market funds must be rated AAA/Aaa-mf.

Details regarding our overall investment portfolio are as follows:


	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2024			2023			2024			2023
Average investment balances at cost:
Corporate investments	$	5,547.1		$	3,564.9		$	6,837.5		$	5,479.9
Funds held for clients	41,701.7			39,174.5			35,135.3			33,952.0
Total	$	47,248.8		$	42,739.4		$	41,972.8		$	39,431.9

Average interest rates earned exclusive of realized (gains)/losses on:
Corporate investments	4.0		%	2.7		%	3.1		%	2.0		%
Funds held for clients	3.1		%	2.5		%	2.8		%	2.3		%
Total	3.2		%	2.6		%	2.9		%	2.2		%



Net realized losses on available-for-sale securities	$	1.2		$	0.9		$	5.2		$	13.9


	March 31, 2024		June 30, 2023
Net unrealized pre-tax losses on available-for-sale securities	$	(1,582.9)	$	(2,206.9)

Total available-for-sale securities at fair value	$	31,096.4	$	29,764.9

We are exposed to interest rate risk in relation to securities that mature, as the proceeds from maturing securities are reinvested. Factors that influence the earnings impact of interest rate changes include, among others, the amount of invested funds and the overall portfolio mix between short-term and long-term investments. This mix varies during the fiscal year and is impacted by daily interest rate changes. The annualized interest rate earned on our entire portfolio increased from 2.2% for the nine months ended March 31, 2023 to 2.9% for the nine months ended March 31, 2024. A hypothetical change in both short-term interest rates (e.g., overnight interest rates or the federal funds rate) and intermediate-term interest rates of 25 basis points applied to the estimated average investment balances and any related short-term borrowings would result in approximately a $19 million impact to earnings before income taxes over the ensuing twelve-month period ending March 31, 2025. A hypothetical change in only short-term interest rates of 25 basis points applied to the estimated average short-term investment balances and any related short-term borrowings would result in approximately a $9 million impact to earnings before income taxes over the ensuing twelve-month period ending March 31, 2025.

We are exposed to credit risk in connection with our available-for-sale securities through the possible inability of the borrowers to meet the terms of the securities. We limit credit risk by investing in investment-grade securities, primarily AAA-rated and AA- rated securities, as rated by Moody’s, Standard & Poor’s, DBRS for Canadian dollar denominated securities, and Fitch for asset-backed and commercial-mortgage-backed securities. In addition, we limit amounts that can be invested in any security other than U.S. government and government agency, Canadian government, and United Kingdom government securities.

We operate and transact business in various foreign jurisdictions and are therefore exposed to market risk from changes in foreign currency exchange rates that could impact our consolidated results of operations, financial position, or cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We may use derivative financial instruments as risk management tools and not for trading purposes.

CRITICAL ACCOUNTING POLICIES

Our Consolidated Financial Statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, expenses, and other comprehensive income. We continually evaluate the accounting policies and estimates used to prepare the Consolidated Financial Statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Refer to Note 2 of our Consolidated Financial Statements for changes to our accounting policies effective for the fiscal 2024.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 2, New Accounting Pronouncements, of Notes to the Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “evaluation”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of March 31, 2024 in ensuring that (i) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and (ii) such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There was no change in the Company's internal control over financial reporting that occurred during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

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

Item 1. Legal Proceedings

In the normal course of business, the Company is subject to various claims and litigation. While the outcome of any litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it and the Company believes that the ultimate resolution of these matters will not have a material adverse impact on its financial condition, results of operations, or cash flows.

With respect to the disclosure of administrative or judicial proceedings arising under any Federal, State, or local provisions regulating the discharge of materials into the environment or that are primarily for the purpose of protecting the environment, the Company has determined that the following threshold is reasonably designed to result in disclosure of any such proceeding that is material to its business or financial condition: any proceeding when the potential monetary sanctions exceed $1 million.

Item 1A. Risk Factors

There have been no material changes in our risk factors disclosed in Part 1, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

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

Issuer Purchases of Equity Securities


	Total Number of Shares Purchased (1)	Average Price Paid per Share (3)		Total Number of Shares Purchased as Part of the Publicly Announced Common Stock Repurchase Plan (2)	Maximum Approximate Dollar Value of Shares that may yet be Purchased under the Common Stock Repurchase Plan (2) (3)
Period
January 1 to 31, 2024	178,249	$	236.60	177,549	$	3,772,507,048

February 1 to 29, 2024	512,379	$	250.89	512,114	$	3,644,022,200

March 1 to 31, 2024	530,446	$	245.21	530,196	$	3,511,444,285
Total	1,221,074			1,219,859

(1) During the three months ended March 31, 2024, pursuant to the terms of our restricted stock program, the Company purchased 1,215 shares at the then-market value of the shares to satisfy certain tax withholding requirements for employees upon the vesting of their restricted shares.

(2) The Company received the Board of Directors' approval to repurchase shares of the Company's common stock as follows:


Date of Approval
November 2022						$5 billion


(3)			Inclusive of the impact of the one-percent excise tax under the Inflation Reduction Act of 2022.

There is no expiration date for the common stock repurchase authorization.

Item 6. Exhibits


Exhibit Number			Exhibit









31.1			Certification by Maria Black pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2			Certification by Don McGuire pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1			Certification by Maria Black pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			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
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
104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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


		AUTOMATIC DATA PROCESSING, INC. (Registrant)

Date:	May 2, 2024	/s/ Don McGuire Don McGuire

		Chief Financial Officer (Title)

AUTOMATIC DATA PROCESSING INC - Quarter Report: 2024 March (Form 10-Q)

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