Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement 333-226705

FINAL TERM SHEET

Dated August 11, 2020

AUTOMATIC DATA PROCESSING, INC.

$1,000,000,000 1.250% NOTES DUE SEPTEMBER 1, 2030

Name of Issuer:

Automatic Data Processing, Inc.

Title of Securities:

1.250% Notes due September 1, 2030 ("Notes")

Aggregate Principal Amount:

$1,000,000,000

Issue Price (Price to Public):

99.746% of principal amount

Maturity:

September 1, 2030

Coupon (Interest Rate):

1.250%

Benchmark Treasury:

0.625% due May 15, 2030

Spread to Benchmark Treasury:

T+65 basis points (0.65%)

Benchmark Treasury Price and Yield:

99-31+; 0.627%

Yield to Maturity:

1.277%

Interest Payment Dates:

March 1 and September 1 of each year, commencing on

 

March 1, 2021

Interest Payment Record Dates:

February 15 and August 15 of each year

Redemption Provisions:

Treasury plus 10 basis points prior to June 1, 2030 (the date

 

that is three months prior to scheduled maturity date of the

 

Notes).

 

At any time on or after June 1, 2030 (the date that is three

 

months prior to the scheduled maturity date of the Notes), we

 

may redeem the Notes in whole or in part, at a redemption

 

price equal to 100% of the principal amount thereof plus

 

accrued and unpaid interest, if any, up to but excluding the

 

redemption date (subject to the right of holders of record on

 

the relevant record date to receive interest due on the relevant

 

interest payment date).

Change of Control Offer:

Offer to repurchase at 101% of aggregate principal amount

 

plus accrued interest to repurchase date upon change of

 

control resulting in a rating below investment grade by two

 

rating agencies

Denominations:

$2,000 or integral multiples of $1,000 in excess thereof

Legal Format:

SEC Registered / Registration Statement No. 333-226705

Net Proceeds to Company (before expenses):

$997,460,000

Settlement Date:

T+2 days; August 13, 2020

Joint Book-Running Managers:

BofA Securities, Inc.

 

J.P. Morgan Securities LLC

 

Morgan Stanley & Co. LLC

 

BNP Paribas Securities Corp.

 

Deutsche Bank Securities Inc.

 

Wells Fargo Securities, LLC

Co-Managers:

Barclays Capital Inc.

 

MUFG Securities Americas Inc.

 

PNC Capital Markets LLC

 

BMO Capital Markets Corp.

 

RBC Capital Markets, LLC

 

U.S. Bancorp Investments, Inc.

 

Mizuho Securities USA LLC

 

Siebert Williams Shank & Co., LLC

 

Scotia Capital (USA) Inc.

 

SG Americas Securities, LLC

 

Truist Securities, Inc.

 

Academy Securities, Inc.

 

BNY Mellon Capital Markets, LLC

 

Fifth Third Securities, Inc.

 

ING Financial Markets LLC

 

Intesa Sanpaolo S.p.A.

 

Santander Investment Securities Inc.

 

TD Securities (USA) LLC

CUSIP:

053015 AF0

ISIN:

US053015AF05

Ratings*:

Aa3 / AA (Moody's / S&P)

____________________

The issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus and prospectus supplement if you request it by calling BofA Securities, Inc. at (800) 294-1322, J.P. Morgan Securities LLC collect at (212) 834-4533 or Morgan Stanley & Co. LLC toll free at (866) 718-1649.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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