1/28/20260000008670FALSE00000086702026-01-282026-01-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2026
Automatic Data Processing, Inc.
(Exact name of registrant as specified in charter)
Delaware1-539722-1467904
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

     One ADP Boulevard, Roseland, New Jersey                07068
         (Address of principal executive offices)                 (Zip Code)

(973) 974-5000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 Par Value
(voting)		ADPNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 2.02. Results of Operations and Financial Condition.

On January 28, 2026, the Registrant issued a press release announcing that the Registrant's financial results for the second quarter ended December 31, 2025 were available through an earnings release available on the Registrant's website. A copy of the Registrant's earnings release is attached hereto as Exhibit 99 and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.    
(d)Earnings Release dated January 28, 2026 issued by Automatic Data Processing, Inc.
104Cover Page Interactive Data File, embedded in Inline XBRL.





SIGNATURE

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 hereunto duly authorized.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
By:/s/ Peter Hadley
Date: January 28, 2026Name: Peter Hadley
Title: Chief Financial Officer



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Exhibit Index
 
Exhibit NumberDescription
Earnings Release dated January 28, 2026 issued by Automatic Data Processing, Inc.
104Cover Page Interactive Data File, embedded in Inline XBRL.

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ADP Reports Second Quarter Fiscal 2026 Results
•Revenues increased 6% compared to last year's second quarter to $5.4 billion; 5% organic constant currency
•Net earnings increased 10% to $1.1 billion, and adjusted net earnings increased 10% to $1.1 billion
•Adjusted EBIT increased 10% to $1.4 billion, and adjusted EBIT margin increased 80 basis points to 26.0%
•Diluted earnings per share ("EPS") increased 11% to $2.62; adjusted diluted EPS increased 11% to $2.62
•Raising full year guidance for revenue and adjusted diluted EPS growth

ROSELAND, N.J. – January 28, 2026 – ADP (Nasdaq: ADP), a global leader in HR and payroll solutions, today announced its second quarter fiscal 2026 financial results and updated its fiscal 2026 outlook.
Second Quarter Fiscal 2026 Consolidated Results
Compared to last year’s second quarter, revenues increased 6% to $5.4 billion and 5% on an organic constant currency basis. Net earnings increased 10% to $1.1 billion, and adjusted net earnings increased 10% to $1.1 billion. Adjusted EBIT increased 10% to $1.4 billion, and adjusted EBIT margin increased 80 basis points to 26.0%. ADP’s effective tax rate for the quarter was 23.2% on both a reported basis and an adjusted basis. Diluted EPS increased 11% to $2.62, and adjusted diluted EPS increased 11% to $2.62.
“ADP's strong second quarter results reflect the breadth of our innovative products, differentiated service, and exceptional experiences that we deliver for clients every day," said Maria Black, President and Chief Executive Officer, ADP. “Powered by the industry's largest and deepest HCM dataset, we combine our proprietary workforce insights with advanced automation to solve real workforce challenges and to ultimately build an easier, smarter and more human world of work.”
“A continued focus on execution and driving new business bookings growth has enabled us to deliver strong revenue and earnings growth in the second quarter,” said Peter Hadley, Chief Financial Officer, ADP. “Our updated guidance demonstrates our confidence in our ability to deliver on our financial commitments, while continuing to make strategic investments to support sustainable long-term growth.”












1

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 at the end of this release for a discussion of why ADP believes these measures are important and for a reconciliation of non-GAAP financial measures to their closest comparable GAAP financial measures.

Second Quarter Segment Results
Employer Services – Employer Services offers a comprehensive range of global HCM and Human Resources Outsourcing solutions. Compared to last year's second quarter:
•Employer Services revenues increased 6% on a reported basis and 5% on an organic constant currency basis
•U.S. pays per control increased 1%
•Employer Services segment margin increased 50 basis points

PEO Services – PEO Services provides comprehensive employment administration outsourcing solutions. Compared to last year's second quarter:
•PEO Services revenues increased 6%
•PEO Services revenues excluding zero-margin benefits pass-throughs increased 3%
•Average worksite employees paid by PEO Services increased 2% to about 758,000
•PEO Services segment margin decreased 70 basis points

Included within the results of our segments above:
Interest on Funds Held for Clients – The safety, liquidity, and diversification of ADP clients’ funds are the foremost objectives of the Company’s investment strategy. Client funds are invested in accordance with ADP’s prudent and conservative investment guidelines, and most of the investment portfolio is rated AAA/AA. Compared to last year's second quarter:
•Interest on funds held for clients increased 13% to $309 million
•Average client funds balances increased 6% to $37.6 billion
•The average interest yield on client funds increased 20 basis points to 3.3%


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Fiscal 2026 Outlook
Certain components of ADP’s fiscal 2026 outlook and related growth comparisons exclude the impact of the following items and are discussed on an adjusted basis where applicable. Please refer to the accompanying financial tables for a reconciliation of these adjusted amounts to their closest comparable GAAP measure.
•Fiscal 2025 pre-tax gain of about $3 million related to the sale of assets
•Fiscal 2025 pre-tax charges of about $19 million related to optimization initiatives
Consolidated Fiscal 2026 Outlook
•Revenue growth of about 6%
•Adjusted EBIT margin expansion of 50 to 70 basis points
•Adjusted effective tax rate of approximately 23%
•Diluted EPS growth of 9% to 10%
•Adjusted diluted EPS growth of 9% to 10%
Employer Services Segment Fiscal 2026 Outlook
•Employer Services revenue growth of about 6%
•Employer Services new business bookings growth of 4% to 7%
•Employer Services client revenue retention decrease of 10 to 30 basis points
•U.S. pays per control of approximately flat
PEO Services Segment Fiscal 2026 Outlook
•PEO Services revenue growth of 5% to 7%
•PEO Services revenue, excluding zero-margin benefits pass-throughs, growth of 3% to 5%
•PEO Services average worksite employee count growth of about 2%
Client Funds Extended Investment Strategy Fiscal 2026 Outlook
The interest assumptions in our outlook are based on Fed Funds futures contracts and various forward yield curves as of January 27, 2026. The Fed Funds futures contracts are used in the client short and corporate cash interest income outlook. A combination of various forward yield curves that reflect our investment mix, resulting in a blended rate of 3.8%, was used to forecast new purchase rates across the client and corporate extended and client long portfolios over the remainder of the fiscal year.

•Interest on funds held for clients of $1.310 to $1.330 billion; this is based on anticipated growth in client funds balances of 4% to 5% and an average yield that is anticipated to increase approximately 3.4%
•Total contribution from the client funds extended investment strategy of $1.270 to $1.290 billion


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Fiscal 2026 Outlook
Fiscal 2025
(unaudited)
October 29, 2025
Fiscal 2026 Outlook (a)		January 28, 2026
Fiscal 2026 Outlook (a)
Total ADPRevenues$20,561M5 to 6%~6%
Adj. EBIT Margin26.0%50 to 70 bps50 to 70 bps
Adj. Effective Tax Rate23.2%~23%~23%
Adj. Diluted EPS$10.018 to 10%9 to 10%
Employer ServicesRevenues$13,883M5 to 6%~6%
ES New Business Bookings$2.1B4 to 7%4 to 7%
Client Revenue Retention92.1%(30) to (10) bps(30) to (10) bps
U.S. Pays Per Control1%~Flat~Flat
PEO ServicesRevenues$6,690M5 to 7%5 to 7%
Revenues Ex Zero-Margin Pass-throughs$2,401M3 to 5%3 to 5%
Average WSEs748,0002 to 3%~2%
Client Funds InterestAverage Client Funds Balances$37.6B3 to 4%4 to 5%
Yield on Client Funds Portfolio3.2%~3.4%~3.4%
Client Funds Interest Revenue$1,189M$1,300 to $1,320M$1,310 to $1,330M
Net Impact from Client Funds Extended Strategy$1,073M$1,260 to $1,280M$1,270 to $1,290M
(a) Outlook contemplates the anticipated impact of foreign currency in revenue and operating results.

Investor Webcast Today
As previously announced, ADP will host a conference call for financial analysts today, Wednesday, January 28, 2026 at 8:30 a.m. ET. The conference call will be webcast live on ADP’s website at investors.adp.com and will be available for replay following the call. A slide presentation accompanying the webcast is also available at investors.adp.com/events-and-presentations. ADP news releases, current financial information, SEC filings, and Investor Relations presentations are posted to ADP’s website at investors.adp.com.
About ADP (Nasdaq: ADP)
ADP has been shaping the world of work with innovation and expertise for more than 75 years. As a global leader in HR and payroll solutions, ADP continuously works to solve business challenges for our clients and their workers, from simple, easy-to-use tools for small businesses to fully integrated platforms for global enterprises – and everything in between. Always Designing for People means we're focused on just that – people. We use our unmatched AI-driven insights and proven expertise to design innovative solutions that help people achieve greater success at work. More than 1.1 million clients across 140+ countries rely on ADP's exceptional service to support their people and drive their business forward. HR, Talent, Time Management, Benefits, Compliance, and Payroll. Learn more at ADP.com
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Automatic Data Processing, Inc. and Subsidiaries
Statements of Consolidated Earnings
(In millions, except per share amounts)
(Unaudited)
Three Months EndedSix Months Ended
December 31,December 31,
2025202420252024
Revenues:
Revenues, other than interest on funds held
     for clients and PEO revenues		$3,298.3 $3,114.8 $6,501.7 $6,122.0 
Interest on funds held for clients308.6 272.8 595.5 526.1 
PEO revenues (A) (B) (C)1,752.4 1,660.8 3,437.3 3,233.0 
Total revenues5,359.3 5,048.4 10,534.5 9,881.1 
Expenses:
Costs of revenues:
Operating expenses (B) (C)2,509.0 2,376.1 4,970.6 4,661.9 
Research and development257.8 239.5 509.0 472.1 
Depreciation and amortization122.9 126.9 246.2 242.2 
Total costs of revenues2,889.7 2,742.5 5,725.8 5,376.2 
Selling, general, and administrative expenses1,068.1 1,006.1 2,074.4 1,932.8 
Interest expense124.1 129.6 259.5 267.4 
Total expenses4,081.9 3,878.2 8,059.7 7,576.4 
Other (income)/loss, net(105.8)(91.1)(215.9)(192.8)
Earnings before income taxes1,383.2 1,261.3 2,690.7 2,497.5 
Provision for income taxes321.2 298.1 615.6 578.0 
Net earnings$1,062.0 $963.2 $2,075.1 $1,919.5 
Basic earnings per share$2.63 $2.36 $5.13 $4.71 
Diluted earnings per share$2.62 $2.35 $5.12 $4.69 
Components of Other (income)/expense, net:
Interest income on corporate funds$(96.8)$(83.9)$(198.3)$(175.5)
Realized (gains)/losses on available-for-sale securities, net0.3 0.6 (1.2)0.8 
Gain on sale of assets— — — (2.4)
Non-service components of pension income, net(7.1)(7.8)(14.2)(15.7)
Net (gain)/loss on ADP Ventures' investments(2.2)— (2.2)— 
Other (income)/loss, net$(105.8)$(91.1)$(215.9)$(192.8)

(A) Professional Employer Organization (“PEO”) revenues are net of direct pass-through costs, primarily consisting of payroll wages and payroll taxes of $20,546.9 million and $19,420.8 million for the three months ended December 31, 2025 and 2024, respectively, and $39,081.3 million and $36,614.4 million for the six months ended December 31, 2025 and 2024, respectively.

(B) PEO revenues and operating expenses include zero-margin benefits pass-through costs of $1,126.2 million and $1,055.2 million for the three months ended December 31, 2025 and 2024, respectively, and $2,257.2 million and $2,104.4 million for the six months ended December 31, 2025 and 2024, respectively.

(C) PEO revenues and operating expenses include costs related to workers' compensation coverage and state unemployment taxes for worksite employees of $158.5 million and $156.1 million for the three months ended December 31, 2025 and 2024, respectively, and $293.4 million and $280.4 million for the six months ended December 31, 2025 and 2024, respectively.

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Automatic Data Processing, Inc. and Subsidiaries
Consolidated Balance Sheets
(In millions, except per share amounts)
(Unaudited)
December 31,June 30,
20252025
Assets
Current assets:
Cash and cash equivalents$2,424.7 $3,347.8 
Short-term marketable securities (A)45.7 4,498.8 
    Accounts receivable, net of allowance for doubtful accounts of $47.5 and $47.1, respectively
3,408.5 3,579.1 
Other current assets 1,083.1 840.8 
Total current assets before funds held for clients6,962.0 12,266.5 
Funds held for clients67,510.1 30,985.7 
Total current assets74,472.1 43,252.2 
Property, plant and equipment, net622.7 655.4 
Operating lease right-of-use asset405.7 374.1 
Deferred contract costs3,109.1 3,154.1 
Other assets1,113.1 1,057.0 
Goodwill3,294.2 3,273.5 
Intangible assets, net1,622.5 1,603.0 
Total assets$84,639.4 $53,369.3 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$143.1 $169.1 
Accrued expenses and other current liabilities2,478.1 3,092.4 
Accrued payroll and payroll-related expenses721.3 973.1 
Dividends payable680.5 620.6 
Short-term deferred revenues261.7 262.8 
Obligations under reverse repurchase agreements (A)45.8 38.4 
Obligations under commercial paper borrowings— 4,769.5 
Income taxes payable197.3 9.1 
Total current liabilities before client funds obligations4,527.8 9,935.0 
Client funds obligations67,613.7 31,343.3 
Total current liabilities72,141.5 41,278.3 
Long-term debt3,976.4 3,974.7 
Operating lease liabilities347.6 321.2 
Other liabilities1,051.2 1,058.3 
Deferred income taxes349.5 163.6 
Long-term deferred revenues380.2 385.2 
Total liabilities78,246.4 47,181.3 
Stockholders' equity:
Preferred stock, $1.00 par value: authorized, 0.3 shares; issued, none— — 
Common stock, $0.10 par value: authorized, 1,000.0 shares; issued, 638.7 shares at December 31, 2025 and June 30, 2025;
 outstanding, 403.0 and 405.3 shares at December 31, 2025 and June 30, 2025, respectively
63.9 63.9 
Capital in excess of par value2,936.8 2,788.3 
Retained earnings25,992.6 25,240.6 
Treasury stock - at cost: 235.7 and 233.4 shares at December 31, 2025 and June 30, 2025, respectively
(21,960.6)(21,021.4)
Accumulated other comprehensive income/(loss)(639.7)(883.4)
Total stockholders’ equity6,393.0 6,188.0 
Total liabilities and stockholders’ equity$84,639.4 $53,369.3 

(A) As of December 31, 2025, $45.7 million of short-term marketable securities and $0.1 million of cash and cash equivalents have been pledged as collateral under the Company's reverse repurchase agreements. As of June 30, 2025, $38.4 million of short-term marketable securities have been pledged as collateral under the Company's reverse repurchase agreements.
6

Automatic Data Processing, Inc. and Subsidiaries
Statements of Consolidated Cash Flows
(In millions)
(Unaudited)Six Months Ended
December 31,
20252024
Cash Flows from Operating Activities:
Net earnings$2,075.1 $1,919.5 
Adjustments to reconcile net earnings to cash flows provided by operating activities:
Depreciation and amortization292.3 289.7 
Amortization of deferred contract costs598.1 565.9 
Deferred income taxes119.1 32.5 
Stock-based compensation expense131.9 139.7 
Bad debt expense22.5 23.1 
Net pension (income)/loss(7.7)(9.8)
Net accretion of discounts and amortization of premiums on available-for-sale securities(45.4)(31.5)
Other4.2 4.7 
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable145.9 (94.7)
Increase in deferred contract costs(556.4)(565.3)
Increase in other assets(350.1)(271.0)
(Decrease)/increase in accounts payable(25.0)82.4 
Decrease in accrued expenses and other liabilities(629.3)(110.5)
Net cash flows provided by operating activities1,775.2 1,974.7 
Cash Flows from Investing Activities:
Purchases of corporate and client funds marketable securities(5,652.0)(3,990.7)
Proceeds from the sales and maturities of corporate and client funds marketable securities3,436.1 2,524.1 
Capital expenditures(73.2)(98.2)
Additions to intangibles(209.1)(175.7)
Acquisitions of businesses, net of cash acquired(22.9)(1,160.6)
Proceeds from the sale of property, plant, and equipment and other assets— 3.3 
Other(18.4)(4.5)
Net cash flows used in investing activities(2,539.5)(2,902.3)
Cash Flows from Financing Activities:
Net increase in client funds obligations36,273.1 9,090.4 
Net cash distributed from the Internal Revenue Service(1.2)(487.6)
Payments of debt(0.5)(0.6)
Proceeds from the issuance of debt— 988.9 
Settlement of cash flow hedges— (12.5)
Repurchases of common stock(881.8)(644.9)
Net (repurchases)/proceeds from stock-based compensation plans and stock purchase plan(40.0)38.6 
Dividends paid(1,256.0)(1,145.1)
Net (payments)/proceeds related to reverse repurchase agreements18.5 (344.7)
Net (payments)/proceeds related to commercial paper(4,769.5)— 
Net cash flows provided by financing activities29,342.6 7,482.5 
Effect of exchange rate changes on cash, cash equivalents, restricted cash, and restricted cash equivalents28.8 (36.7)
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents28,607.1 6,518.2 
Cash, cash equivalents, restricted cash, and restricted cash equivalents, beginning of period5,054.6 10,086.0 
Cash, cash equivalents, restricted cash, and restricted cash equivalents, end of period$33,661.7 $16,604.2 
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Consolidated Balance Sheets
Cash and cash equivalents$2,424.7 $2,216.4 
Restricted cash and restricted cash equivalents included in funds held for clients31,237.0 14,387.8 
Total cash, cash equivalents, restricted cash, and restricted cash equivalents$33,661.7 $16,604.2 
Supplemental disclosures of cash flow information:
Cash paid for interest$253.9 $249.5 
Cash paid for income taxes, net of income tax refunds$303.7 $583.5 
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Automatic Data Processing, Inc. and Subsidiaries
Other Selected Financial Data
(Dollars in millions, except per share amounts)
(Unaudited)
Three Months EndedSix Months Ended
December 31,December 31,
20252024% Change20252024% Change
Segment revenues
Employer Services
$3,607.4 $3,388.5 6  %$7,098.6 $6,649.5 7  %
PEO Services
1,755.2 1,663.3 6  %3,442.7 3,237.8 6  %
Other
(3.3)(3.4)n/m(6.8)(6.2)n/m
Total revenues
$5,359.3 $5,048.4 6  %$10,534.5 $9,881.1 7  %
Segment earnings
Employer Services
$1,278.8 $1,183.0 8  %$2,507.6 $2,347.3 7  %
PEO Services
252.9 251.7 —  %471.7 477.3 (1) %
Other
(148.5)(173.4)n/m(288.6)(327.1)n/m
Total pretax earnings
$1,383.2 $1,261.3 10 %$2,690.7 $2,497.5 8 %
Segment margin
Employer Services
35.4  %34.9  %0.5  %35.3  %35.3  %—  %
PEO Services
14.4  %15.1  %(0.7) %13.7  %14.7  %(1.0) %
Other
n/mn/mn/mn/mn/mn/m
Total pretax margin
25.8  %25.0  %0.8 %25.5  %25.3  %0.3 %
Three Months EndedSix Months Ended
December 31,December 31,
Earnings per share information20252024% Change20252024% Change
Net earnings$1,062.0 $963.2 10 %$2,075.1 $1,919.5 8 %
Basic weighted average shares outstanding403.8 407.6 (1) %404.4 407.7 (1)%
Basic earnings per share$2.63 $2.36 11 %$5.13 $4.71 9 %
Diluted weighted average shares outstanding404.7 409.0 (1) %405.5 409.3 (1)%
Diluted earnings per share$2.62 $2.35 11 %$5.12 $4.69 9 %
Three Months EndedSix Months Ended
December 31,December 31,
2025202420252024
Key Statistics:
Employer Services:
Change in pays per control - U.S. (A)
1 %1 %1  %2 %
PEO Services:
Paid PEO worksite employees at end of period762,000 751,000 762,000 751,000 
Average paid PEO worksite employees during the period758,000 746,000 756,000 741,000 
Significant PEO expenses included within Operating expenses
Zero-margin benefits pass-through costs
$1,126.2 $1,055.2 $2,257.2 $2,104.4 
Workers' compensation and state unemployment taxes
$158.5 $156.1 $293.4 $280.4 

(A) Pays per control 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.
8

Automatic Data Processing, Inc. and Subsidiaries
Other Selected Financial Data, Continued
(Dollars in millions, except where otherwise stated)
(Unaudited)
Client Funds Strategy - Supplemental Information
Three Months Ended
December 31,
20252024% Change
Average investment balances at cost (in billions)
Funds held for clients$37.6 $35.3 6 %
Corporate extended (A)$8.7 $8.2 6 %
Short-term financing to support Client Funds Strategy (A)$8.7 $8.2 6 %
Average interest rates earned or paid (exclusive of realized gains or losses)
Funds held for clients3.3  %3.1  %
Corporate extended (A)3.5  %3.2  %
Short-term financing to support Client Funds Strategy (A)4.1  %4.8  %
Interest income (expense)
Funds held for clients$308.6 $272.8 13 %
Corporate extended (B)77.0 65.0 18 %
Short-term financing to support Client Funds Strategy (B)(91.3)(100.0)(9)%
Net Impact from Client Funds Strategy$294.3 $237.8 24 %

Funds Held for Clients - Supplemental Information
Three Months Ended
December 31,
20252024
Average balance - Client short$8.2 $7.1 
Average balance - Client extended15.4 14.6 
Average balance - Client long14.0 13.6 
Average balance - Funds held for clients (in billions)$37.6 $35.3 
Average interest rate - Client short3.3  %4.6  %
Average interest rate - Client extended3.3  %2.6  %
Average interest rate - Client long3.2  %3.1  %
Average interest rate - Funds held for clients3.3  %3.1  %

Interest Income and Expense - Non-GAAP Reconciliation
Three Months Ended
December 31,
20252024
Corporate extended interest income (B)$77.0 $65.0 
All other interest income19.8 18.9 
Total interest income on corporate funds (component of Other (income)/expense, net)$96.8 $83.9 
Short-term financing to support Client Funds Strategy (B)$91.3 $100.0 
All other interest expense32.8 29.6
Total interest expense$124.1 $129.6 

(A) 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. As part of our client funds investment strategy, we use 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.

(B) While “Corporate extended interest income” and “Short-term financing to support Client Funds Strategy,” related to our client funds investment strategy, are non-GAAP measures, management believes this information is beneficial to reviewing the financial statements of ADP. Management believes this information is beneficial as it allows the reader to understand the extended investment strategy for ADP's client funds assets, corporate investments, and short-term borrowings.
9

Automatic Data Processing, Inc. and Subsidiaries
Consolidated Statement of Adjusted / Non-GAAP Financial Information
(in millions, except per share amounts)
(Unaudited)
In addition to our 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 Measures
U.S. GAAP Measures
Adjusted EBITNet 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 currencyRevenues
Corporate extended interest income (see prior page)
Interest income
Short-term financing to Support Client Funds Extended Strategy (see prior page)
Interest expense
We believe that the exclusion of the identified items below helps us reflect the fundamentals of our underlying business model and analyze results against our expectations and against prior periods, 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.







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Three Months Ended
Six Months Ended
December 31,% ChangeDecember 31,% Change
20252024As Reported20252024As Reported
Net earnings$1,062.0 $963.2 10 %$2,075.1 $1,919.5 8 %
Adjustments:
Provision for income taxes321.2 298.1 615.6 578.0 
All other interest expense (a)32.8 29.6 66.5 50.1 
All other interest income (a)(19.8)(18.9)(42.7)(42.8)
Optimization initiatives (b)(1.2)— (1.2)— 
Net (gain)/loss on ADP Ventures' investments (c)(2.2)— (2.2)— 
Legal settlements (d)— — — (0.3)
Adjusted EBIT$1,392.8 $1,272.0 10 %$2,711.1 $2,504.5 8 %
Adjusted EBIT Margin26.0  %25.2  %25.7  %25.3  %
Provision for income taxes$321.2 $298.1 8 %$615.6 $578.0 7 %
Adjustments:
Optimization initiatives (e)(0.3)— (0.3)— 
Net (gain)/loss on ADP Ventures' investments (e)(0.6)— (0.6)— 
Legal settlements (e)— — — (0.1)
Adjusted provision for income taxes$320.3 $298.1 7 %$614.7 $577.9 6 %
Adjusted effective tax rate (f)23.2  %23.6  %22.9  %23.1  %
Net earnings$1,062.0 $963.2 10 %$2,075.1 $1,919.5 8 %
Adjustments:
Optimization initiatives (b)(1.2)— (1.2)— 
Income tax provision for optimization initiatives (e)0.3 — 0.3 — 
Net (gain)/loss on ADP Ventures' investments (c)(2.2)— (2.2)— 
Income tax provision for net (gain)/loss on ADP Ventures' investments (e)0.6 — 0.6 — 
Legal settlements (d)— — — (0.3)
Income tax provision for legal settlements (e)— — — 0.1 
Adjusted net earnings $1,059.5 $963.2 10  %$2,072.6 $1,919.3 8  %
Diluted EPS$2.62 $2.35 11 %$5.12 $4.69 9 %
Adjustments:
Net (gain)/loss on ADP Ventures' investments (c) (e)— — (0.01)— 
Adjusted diluted EPS $2.62 $2.35 11  %$5.11 $4.69 9  %

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(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) Represents a partial reversal of the workforce optimization initiative from fiscal 2024. Severance charges/(reversals) have been taken in the past and not included as an adjustment to get to adjusted results. Unlike severance charges/(reversals) in prior periods, this specific reversal relates to a broad-based, company-wide initiative.
(c) Represents (gains)/losses on investments made through our Corporate Venture Capital arm, ADP Ventures. (Gains)/losses on these investments may result from observable price changes, changes in ownership interest, and impairment charges. These adjustments may be highly variable, are predominantly non-cash, are outside our control, and are not fundamental to the underlying operations of our business model.
(d) In the six months ended December 31, 2024, this represents a reversal of a legal reserve recorded during the year ended June 30, 2023.
(e) The income tax provision was calculated based on the annualized marginal rate in effect during the quarter of the adjustment.
(f) 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 results using foreign exchange rates consistent with the prior year. The PEO segment is not impacted by acquisitions, dispositions or foreign currency.
Three Months EndedSix Months Ended
December 31,December 31,
Revenue growth consolidated:2025202420252024
Employer Services
6 %8 %7  %8  %
PEO Services
6 %8 %6  %7  %
Consolidated revenue growth as reported6 %8 %7  %8  %
Adjustments:
Impact of acquisitions
— %(1)%—  %—  %
Impact of foreign currency
(1)%— %(1) %—  %
Consolidated revenue growth, organic constant currency5 %8 %6  %7  %
Segment:
Employer Services revenue growth as reported6 %8 %7  %8  %
Adjustments:
Impact of acquisitions
— %(1)%(1) %(1) %
Impact of foreign currency
(1)%— %(1) %—  %
Employer Services revenue growth, organic constant currency5 %7 %5  %7  %
Note: Numbers may not foot due to rounding.
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Automatic Data Processing, Inc. and Subsidiaries
Fiscal 2025 to Fiscal 2026 Non-GAAP Guidance Reconciliation
(in millions, except per share amounts)
(Unaudited)
Fiscal 2026
Fiscal 2025Outlook
Earnings before income taxes / margin (GAAP)$5,310.1 25.8 %40 to 60 bps
All other interest expense (a)114.860 bps10 bps
All other interest income (a)(94.2)(50) bps10 bps
Gain on sale of assets - FY25(2.6)--
Transformation initiatives - FY250.1--
Legal settlements - FY25(0.4)--
Optimization initiatives - FY2519.310 bps(10) bps
Adjusted EBIT margin (Non-GAAP)$5,347.1 26.0 %50 to 70 bps
Effective tax rate (GAAP)23.2 %23.0 %
Transformation initiatives - FY25--
Legal settlements - FY25--
Optimization initiatives - FY25--
Adjusted effective tax rate (Non-GAAP)23.2 %23.0 %
Diluted earnings per share (GAAP)$9.98 9% to 10%
Transformation initiatives - FY25--
Legal settlements - FY25--
Optimization initiatives - FY250.03 -
Adjusted diluted earnings per share (Non-GAAP)$10.01 9% to 10%
(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.”
        


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Safe Harbor Statement
This document and other written or oral statements made from time to time by ADP 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 "outlook," “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 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” of our most recent Annual Report on Form 10-K, 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.

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