Material Agreement · Company Update

Securities and Exchange Commission on a Registration Statement on Form S-3 (File No. 333-226705) (the “Registration Statement”). The Notes were offered pursuant to a prospectus dated August 8, 2018 and a prospectus supplement dated August 11, 2020.   The Notes are expected to be issued on August 13, 2020, subject to certain customary conditions. The Notes will be issued pursuant to an Indenture (in substantially the form previously filed with the Registration Statement) by and among the Company and U.S. Bank National Association, as trustee (the “Trustee”), to be supplemented by a First Supplemental Indenture by and among the Company and the Trustee (attached hereto as Exhibit 4.1 and incorporated herein by reference).   Item 8.01 Other Events.   A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits   Exhibit 1.1 Underwriting Agreement among Automatic Data Processing, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the Underwriters listed in Schedule 1 thereto, dated August 11, 2020 Exhibit 4.1 Form of First Supplemental Indenture between Automatic Data Processing, Inc. and U.S. Bank National Association, as trustee Exhibit 5.1 Opinion of Davis Polk & Wardwell LLP Exhibit 23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).           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)         Date: August 13, 2020 By:  /s/ Michael A. Bonarti     Name: Michael A. Bonarti     Title: Corporate Vice President, General Counsel and Secretary         Exhibit Index   Exhibit Number Description     Exhibit 1.1 Underwriting Agreement among Automatic Data Processing, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the Underwriters listed in Schedule 1 thereto, dated August 11, 2020     Exhibit 4.1 Form of First Supplemental Indenture between Automatic Data Processing, Inc. and U.S. Bank National Association, as trustee     Exhibit 4.2 Form of Global Note representing the Company’s 1.250% Notes due 2030 (included in Exhibit 4.1)     Exhibit 5.1 Opinion of Davis Polk & Wardwell LLP     Exhibit 23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)