#1ADP: Driving Superior Results Through Market Leadership and Continuous Innovation September 2017 ADP Copyright 2017 ADP, LLC. A more human resource.#2Safe Harbor Statement Forward-Looking Statements This presentation 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 "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; 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; competitive conditions; our ability to maintain our current credit ratings and the impact on our funding costs and profitability; security or privacy breaches, fraudulent acts, and system interruptions and failures; employment and wage levels; changes in technology; availability of skilled technical associates; and the impact of new acquisitions and divestitures. 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 should be considered in evaluating any forward-looking statements contained herein. Note Regarding the Use of Non-GAAP Financial Metrics This presentation contains non-GAAP financial metrics. Please refer to the accompanying financial tables in the "Additional Materials" section for a discussion and reconciliation of non-GAAP financial metrics to their comparable GAAP financial metrics. Note Regarding Quotes and Excerpts This presentation contains quotes and excerpts from certain previously published material. Consent of the author and publication has not been sought or obtained to use the material as proxy soliciting material. Additional Information ADP, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Company shareholders in connection with the matters to be considered at the Company's 2017 Annual Meeting. The Company has filed a definitive proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with any such solicitation of proxies from Company shareholders. COMPANY SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement and other materials filed with the SEC. Shareholders can obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at www.adp.com. Copyright 2017 ADP, LLC. 1 ADP A more human resource.#3An Industry Pioneer and the Undisputed Global Leader in Human Capital Management (HCM) " Company Overview Powerful Technology With a Human Touch Leading global provider of cloud-based HCM solutions Delivers payroll for 26 million (1 in 6) US workers and 14 million international workers Annually moves $1.85 trillion on behalf of our clients and our clients' employees Partners with over 7,000 different tax agencies across all levels of government throughout the US 80% of the Fortune 100 use at least one ADP service ~58,000 FY17 Revenue -700,000 >110 Countries GROW a complete suite of cloud-based HCM SOLUTIONS Strategic Pillars INVEST to grow & scale our market leading HRBPO (Human Resources Business Process Outsourcing) solutions by leveraging our platforms & processes Unrivaled Client Footprint HRBPO Market LEVERAGE our GLOBAL presence to offer clients HCM SOLUTIONS wherever they do business Global HCM Market Employees Clients Financial Overview $12B FY17 Adjusted Net Earnings (1) $1.7B Domestic HCM Market 5 Year Revenue CAGR 5 Year Adjusted RUN Powered by ADPⓇ 7% 10% EPS CAGR (1) ADP TotalSource® ADP ResourceⓇ ADP GlobalViewⓇ ADP Workforce NowⓇ ADP StreamlineⓇ July 26, 2017 Equity S&P/Moody's $47B AA / Aa3 ADP Vantage HCMⓇ Market Capitalization Ratings FY17 Dividend 60% Payout Ratio Years of Consecutive Dividend Increases 42 -615K Clients ADP COS (Comprehensive Outsourcing Solutions) ~20K Clients ADP Best of Breed ~64K Clients Note: 1. Adjusted net earnings and adjusted EPS are non-GAAP metrics. Refer to the Additional Materials for reconciliations to the closest GAAP metrics. ADP A more human resource. Copyright 2017 ADP, LLC. 2#4Executive Summary ADP's Leadership has Delivered Results 203% Total Shareholder Return (TSR) under Carlos Rodriguez, significantly outperforming the S&P 500 and peers (1) Compounded annual revenue growth of 7% over the last 5 years, with 580bps increase in net operational margins (2), resulting in 10% annual growth in adjusted EPS (2) Approximately $11.3 billion of cash returned to shareholders since FY11, with 42 consecutive years of dividend increases Executing on a Focused Transformation Strategy Led By a Strong, Independent Board with Best-in-Class Governance Pershing Square's Thesis & Director Candidates are Not Right for ADP × Transforming our technology through material investments in organic product innovation and technical talent; rapid adoption of new technologies like cloud, mobile and big data; and upgrading clients to strategic platforms with anticipated introduction of several next generation technologies in the next 12 months Streamlining our operations footprint and enhancing service to a more efficient model that increases client satisfaction Extending our world class distribution by optimizing routes to market and continuing to drive sales growth and productivity Transforming our talent and culture with an infusion of key external talent and acceleration of pay for performance ADP has a best-in-class, shareholder friendly governance profile We are committed to board refreshment, having added four new Directors since 2014 We are committed to driving a winning corporate strategy with deep and innovative technology, service and operational expertise Pershing Square and its director candidates have demonstrated a lack of knowledge and understanding of ADP and its current operations, which is a cause for concern given their lack of relevant technology experience Pershing Square's call for accelerated operational margin improvement presents significant business risks for ADP and for our clients × Pershing Square owns 2.0% of ADP's common stock, not the 8.3% that the fund has represented since the start of its campaign (3) ADP's Board believes that Pershing Square's recently revised fee arrangements incentivize risky investment decision-making that is not aligned with the interests of most of our other shareholders. Consequently, Pershing Square and its hand-picked nominees cannot serve as true representatives of our shareholders' interests on the ADP Board Notes: 1. 2. See page 9 for additional details. The inputs to the net operational margin calculation and adjusted EPS growth are non-GAAP metrics. Refer to the Additional Materials for reconciliations to the closest GAAP metrics. 3. As per CNBC segment on September 11, 2017. Copyright 2017 ADP, LLC. 3 ADP A more human resource."#5Discussion Agenda I. Proven Track Record of Success II. ADP's Strategy III. Best in Class Board / Corporate Governance IV. Pershing Square's Proxy Contest V. Concluding Remarks Copyright 2017 ADP, LLC. 4 ADP A more human resource.#6ADP's Strategy Is Working Our Differentiated Value Proposition Is Driving Continuous Innovation and Service for Clients and Long-Term Value Creation for Shareholders Key Strategic Objectives... Grow a Complete Suite of Cloud-Based HCM Solutions ...Have Yielded Results Robust Revenue Growth at 7% CAGR +$4.1B FY11-FY17 h Invest to Grow & Scale Our Market Leading HRBPO Solutions by Leveraging Our Platforms & Processes Significant Net Operational Margin (1) Improvement +580 bps FY11-FY17 Leverage Our Global Presence to Offer Clients HCM Solutions Wherever They Do Business Strong Cash Distribution to Shareholders Market Leading TSR $11.3B Since FY11 175%/203% See Note 2 below Source: Bloomberg Notes: 1. 2. Net operational margin is calculated as net operational profit divided by net operational revenues, which are non-GAAP metrics. Refer to the Additional Materials for reconciliations to the closest GAAP metrics. ADP TSR of 175% is from close of 11/9/2011 to close of 7/26/2017; ADP TSR of 203% is from close of 11/9/2011 to intraday 7/27/2017; see page 9 for additional detail on TSR; see page 61 for additional detail on intraday price. Copyright 2017 ADP, LLC. 5 ADP A more human resource."#7Significant Margin Expansion Across Core Operations Since 2011 FY11-FY17 Margin Pressure Growth in PEO Pass-Throughs ($M) Net Benefit from Client Funds ($M) We Have Significantly Expanded Margins In Core Operations Net Operational Margin Expansion (1) 1,182 2,628 608 15.7% 431 21.6% +580 bps FY11 FY17 FY11 FY17 FY11 FY17 14% 21% 37% 18% % of Total Revenue % of Adjusted EBIT (1) Sources: Company Filings Note: 1. Adjusted EBIT and net operational margin are non-GAAP metrics. Refer to the Additional Materials for reconciliations to the closest GAAP metrics. Copyright 2017 ADP, LLC. 6 ADP A more human resource."#8Successful Execution of Our Strategy Has Enabled Significant Return of Cash to Shareholders Total Cash Returned to Shareholders Total Return of Cash - FY11-FY17 $5.3B $11.3B ADP vs. S&P 500 in Dividend Payout Ratio Dividend Payout Ratio (LTM Dividends / LTM Adjusted Net Earnings) (1)(2) 60% ADP's Dividend Payout Ratio Is Significantly Higher Than the S&P 500 and S&P 500 IT Indices $6.0B Cumulative Share Repurchases Cumulative Dividends Cumulative Return of Cash ADP 34% S&P 500 20% S&P 500 IT +9% net reduction in shares outstanding 8% dividend increase CAGR 42 consecutive years of dividend increases Sources: Company Filings, Bloomberg Notes: 1. Median payout ratios as of 6/30/2017. Net Change in Shares Outstanding vs. Select HCM Peers Net Change In Shares Outstanding (2011-2017) (3) Workday Paycom (3) Ultimate (4) Paylocity (3) TriNet (3) SAP (4) 24.7% 16.7% 15.3% 4.4% ■ 0.5% 0.1% (0.8%) (9.3%) Intuit (6) (15.7%) Oracle (5) (18.3%) Insperity (21.2%) (4) Paychex (5) ADP (4) 2. Adjusted net earnings from continuing operations is a non-GAAP metric. Refer to the Additional Materials for a reconciliation to the closest GAAP metric. 3. Represents net reduction in shares from first filing post-IPO to 6/30/2017. 4. Represents net reduction in shares from 6/30/2011 to 6/30/2017. 5. Represents net reduction in shares from 5/31/2011 to 5/31/2017. 6. Represents net reduction in shares from 4/30/2011 to 4/30/2017. Copyright 2017 ADP, LLC. 7 ADP A more human resource.#9ADP Has Delivered Superior Total Shareholder Returns Against a Broad Range of Comparable Company Groups Over Every Relevant Time Period ADP Does Not Have a Direct Competitor Set but Benchmarks Well Against a Range of Technology, Software and Services Companies TSR Rationale ADP is the only large-cap, global HCM provider that is singularly focused on the full suite of HCM products and solutions We are 2.3x larger than our closest pure-play HCM competitor (1) None of our HCM competitors provide ADP's full suite of HCM services Our competition is fragmented across the HCM landscape and tends to be in an earlier stage of development We have leading market positions, solid top and bottom line growth, strong margins and free cash flow conversion and have returned approximately $11.3 billion in cash to shareholders since FY11 Our operations and financial attributes are more similar to a broad range of leading technology, software & services companies Given these attributes, and in order to benchmark ourselves in the broadest and most rigorous way, we have identified 4 peer sets against which to evaluate ADP's Total Shareholder Returns Comparisons to each of the peer sets indicate that our shareholders are well-served to invest their money with ADP, rather than investing in these other universes of companies (over any relevant time period) S&P 500 Index Broader Services Landscape Across 2 Technology, Software, IT, Processing & Payments 3 HCM-Related Players Gartner "Magic Quadrant" for Cloud HCM Peer Sets Like many S&P 500 constituents, ADP is a mature, large-cap company with a long track-record of consistent growth, profitability, strong cash flow and significant returns of cash Companies at the intersection of technology & services based on the coverage of ADP's sellside research community Filtered for ADP-like characteristics such as scale, capital intensity, free cash flow generation and dividends Broadest set of firms that either solely or partially compete in the HCM landscape ranging from early stage companies with narrow product sets to large cap software companies Publically traded companies in the Cloud HCM sector servicing mid-market and large enterprises, as defined by Gartner Research Note: 1. Based on ADP and Paychex market capitalization as of 9/5/2017. Copyright 2017 ADP, LLC. 8 ADP A more human resource.#10ADP TSR Benchmarking (1)(2) Assumes Market Capitalization Weighting as of 7/26/17 TSR - Since Carlos Rodriguez CEO Appointment (11/9/11) 203% 166% TSR - 5 Years (7/26/12) 153% 175% 128% 116% 86% 130% 142% 103% 102% 83% ADP S&P 500 Index Broader HCM-Related Gartner Cloud Services Players Landscape ADP S&P 500 Index HCM MQ Broader Services Landscape HCM-Related Gartner Cloud Players HCM MQ 73% TSR - 3 Years (7/25/14) 19% TSR - 1 Year (7/26/16) 57% 25% 26% 54% 33% 35% 17% 13% 29% 7% ADP S&P 500 Index Broader Services Landscape HCM-Related Gartner Cloud Players HCM MQ ADP S&P 500 Index Broader Services Landscape HCM-Related Gartner Cloud Players HCM MQ As of 7/26/17 Close Price As of 7/27/17 Intraday + CDK Reinvestment (3)(4) Sources: Bloomberg, Capital IQ Notes: 1. See relevant Additional Materials pages for additional details on selection criteria. 2. Consistent with Bloomberg methodology, dividends are reinvested on ex-dividend date. 3. Dividend reinvestment on dividend payment date results in 202% TSR in the "Since Carlos Rodriguez CEO Appointment (11/9/11)" timeframe. 4. Assumes ADP's 7/27/17 intraday price of $111.65 as of 12:00PM, which is the assumed ADP "unaffected" price (see page 61 for additional detail); assumes shareholders have held their CDK shares since it was spun off from ADP on October 1, 2014 and all ADP and CDK dividends have been reinvested on the ex-dividend date. Copyright 2017 ADP, LLC. 9 ADP A more human resource."#11Discussion Agenda I. Proven Track Record of Success II. ADP's Strategy III. Best in Class Board / Corporate Governance IV. Pershing Square's Proxy Contest V. Concluding Remarks Copyright 2017 ADP, LLC. 10 ADP A more human resource.#12"We believe sustained, long-term success in the HCM market requires great technology, deep domain expertise and world-class services. To win in today's HCM market, you have to have it all..." Carlos Rodriguez President & CEO Investor Day Presentation, March 2015 ADP Copyright 2017 ADP, LLC. 11 A more human resource.#13ADP's Objective Is to Be the Leading Provider of Global HCM Solutions Strategic Pillars Build and Leverage Leading Positions in Highly Attractive Markets Grow a complete suite of cloud-based HCM Solutions Invest to grow & scale our market leading HRBPO Solutions by leveraging our platforms & processes Robust Opportunities ■ $125B worldwide HCM market growing 5% CAGR Fragmented market with continual innovation ☐ Driven by globalization of employment and tightening labor markets with increasing regulatory complexity Future trends support continued growth Enablers Leverage our global presence to offer clients HCM Solutions wherever they do business Strong Competitive Position Largest provider with ~700,000 clients Broadest scope of services in the market Biggest global footprint with >110 countries Richest and most accurate workforce data, paying ~40M employees worldwide (26M in the US) Delivered Through Strong Execution Invest in product and technology innovation Focus on operational excellence Drive enhancements in our world class distribution Strengthen talent and performance culture Copyright 2017 ADP, LLC. 12 ADP A more human resource.#14Since 2006, We Have Proactively Increased Our HCM Focus and Are "All-in On HCM" Divested $5B Non-HCM Revenue Flex Retirement Services Sale Revenue: $9M CDK Global Tax-Free Spin • • Revenue: $2B Broadridge Tax-Free Spin Revenue: $2B Taxware • Sale • Revenue confidential AdvancedMD Sale • Revenue confidential FY06 FY07 FY08 FY09 FY12 FY13 FY14 FY15 FY16 FY17 Claims Services . Sale • Revenue: $425M ADP Concur Book of Business Sale Revenue confidential Ticket Clearing • Sale • Revenue: $70M Sources: Company Filings, Internal Management Reporting Procure2Pay Sale Revenue confidential • Group AST Sale • Revenue confidential • Copyright 2017 ADP, LLC. 13 CHSA & COBRA • Sale Revenue: $110M ADP A more human resource.#15ADP Is Focused on Three Highly Strategic Areas for Growth FY17 Revenues FY11-17 Growth Competitive Position (by client count) FY17 Market Size FY11-17 Market Growth Integrated HCM Solutions HRBPO Solutions Global Solutions $6.4B 5% CAGR (1) $4.2B 15% CAGR #2 in Payroll (#1 by Revenue) #1 in PEO (2) • #1 in HCM #1 in HRBPO ~$65B 5% CAGR $1.8B 3% CAGR ~$20B #1 in Global Payroll Top 5 in HCM ~$40B 9% CAGR Key Growth Drivers . • Tightening labor markets Changing employee expectations More sophisticated workforce analytics Regulatory complexity Sources: Census, D&B, IHS, Nelson Hall, Cerulli Assoc., NAPEO, IDC Notes: 1. 2. Compliance factors driving client demand Increased demand for HR to demonstrate business value Excludes impact from divestitures included in revenues from continuing operations. Professional Employer Organization Copyright 2017 ADP, LLC. 14 • . 1% CAGR Continued global employment growth International expansion of HCM Global compliance challenges ADP A more human resource.#16Cloud-Based HCM Solutions We Have Gained Client Share in All Market Segments Where We Compete Large & Growing US Cloud HCM Market $B 65 6.4 FY17 ADP 79 FY20F Rest of Market Leading Competitive Position Market Share (Clients) Market Position 5% CAGR Payroll HRIS (1) 9% #2 13% #1 Time & Labor Mgmt 14% #1 Benefits Admin 10% #1 Talent Mgmt 5% Top 3 5-6% Retirement Services 1% #2 CAGR Insurance (2) 2% #1 Compliance Services (3) 14% #1 Share in FY11 Share Gain Since FY11 " ADP Well Positioned to Capture Value From Wide Range of HCM Upsell Opportunities With Largest Client Base and Track Record of Market Leading Distribution ADP Leading in HCM Suite Comprehensiveness, Compliance Expertise, Big Data, and Emerging Leadership in Talent Solutions Delivering on Growth Opportunity Provide a differentiated client experience through fully integrated HCM solutions (payroll, HR, time, benefits, talent) Reap benefits from upgrading to strategic and market leading platforms, with high value-add service layer Deliver on next gen technology and product investments, and leverage our best in class data to deliver analytic insights Build upon our recent acquisition of The Marcus Buckingham Company to become the leader in talent management and employee engagement Focus on new distribution channels and partnerships, as well as e-commerce and our online HCM marketplace Sources: Census, D&B, IHS, Nelson Hall, Cerulli Assoc., Internal Financial Reporting Notes: 1. Human Resource Information System 2. Small business commercial market 3. Revenue market share Copyright 2017 ADP, LLC. 15 ADP A more human resource.#17HRBPO Solutions We Have the Market Leading HRBPO Business, Growing at Double Digits $B Large & Growing US HRBPO Market (1) Leading Competitive Position " • ■ 20 20 4.2 FY17 ADP 25 FY20F Rest of Market 9% NelsonHall CAGR High Achievers 12-14% CAGR Ability to Deliver Immediate Benefit Cloud-Based HR Services Overall ADP Leaders NGA HR IBM Alight Solutions Accenture OSV Ceridian DXC Zalaris Conduent Neeyamo viii tai Capgemini Hexaware SD Worx Infosys Wipro HCL #1 in both PEO and HRBPO segments 20K combined HRBPO clients 2.5M client employees served (2) Higher Value Than Traditional HCM Clients: 4-5x Revenue per Employee for HRBPO 10-12x Revenue per Employee for PEO TCS WNS Major Players Proven track record of strong risk management Innovators while growing faster than the market Ability to Meet Future Client Requirements Source: NelsonHall 2017 Delivering on Growth Opportunity Leverage our market-leading HCM technology and analytics capabilities across our HRBPO portfolio Enhance our service model to provide differentiated support in the areas of data & analytics, talent engagement and compliance Apply effective risk management practices to maintain a competitive, cost-effective PEO offering Collaborate effectively across our salesforce to drive cross-sell of HRBPO offerings into our HCM client base Sources: Census, D&B, IHS, Nelson Hall, NAPEO, Internal Financial Reporting Notes: 1. Market and ADP revenues include both PEO and HRBPO; market does not include pass-through revenues. 2. Includes PEO worksite employees. Copyright 2017 ADP, LLC. 16 ADP A more human resource.#18Global Solutions We Have the Market Leading Global HCM Business Large & Growing Multi-National & International HCM Market $B 40 1.8 FY17 ADP 45 NelsonHall 5% CAGR High Achievers 6-7% CAGR FY20F Rest of Market Ability to Deliver Immediate Benefit Leading Competitive Position Payroll Services Overall NGA HR Ceridian. SD Worx SafeGuard TMF Group CloudPay Ramco Sopra Steria Excelity OSV all Paychex Neeyamo Capita MHR Infosys ADP Leaders 40M employees paid worldwide ✓ >110 countries where employees are served #1 in multinational payroll market Top 5 position in each of our international markets ADP Positioned to Capture Continued Global Growth as Globalization of HR Moves Increasingly Down-Market Major Players Innovators Ability to Meet Future Client Requirements Source: NelsonHall 2017 Delivering on Growth Opportunity Continue to expand our uniquely global footprint Further strengthen our multi-country payroll offering and single platform capability Leverage our differentiating compliance expertise and insights driven by our HCM data & analytics Rationalize number of platforms across international markets to fewer strategic and best-in-class platforms Drive distribution and product integration partnerships with multi-national enterprise resource planning (ERP) providers Sources: IDC, IHS, Nelson Hall, Internal Financial Reporting Copyright 2017 ADP, LLC. 17 ADP A more human resource.#19We Are Making Meaningful Investments That Are Transforming Our Business Transformation Driven by Continued Investments in Technology, Service, Distribution and Talent 2 3 Transforming Through Product and Technology Innovation Enhancing Service Delivery Capabilities Extending World Class Distribution Strengthening Our Talent and Performance Culture Increasing investments in organic research & development ■ Transforming global technology organization ☐ Leading deployment of new and next gen technologies Upgrading clients to strategic platforms Delivering more strategic services Providing a more effortless client experience Simplifying the service delivery model Streamlining our service delivery footprint Strengthening our HCM brand Optimizing field distribution Leveraging channels to market Building a digital distribution channel ■ Greater alignment and differentiating pay with performance Changing executive compensation by aligning goals and freezing the corporate officer supplemental retirement plan Refreshing talent with increasing external hiring at executive levels Copyright 2017 ADP, LLC. 18 ADP A more human resource.#201 We Are Transforming Our Core Products and Technologies Initiative Current Accomplishments Building on Our Momentum: What's Next? Increasing Investment in Organic R&D Increased investment in innovation of total technology spend from 28% in FY11 to 52% in FY17 Reduced maintenance and increased focus on innovation Complete upgrades and eliminate spend on legacy systems Launch next generation of global, integrated payroll and HCM solutions Transforming Opened new Innovation Labs Global Technology Talent / Organization Releasing Market- Leading New Technologies Upgrading Clients to Strategic Platforms Adopted agile processes and modern tools Upgraded talent and technical skills #1 Mobile HCM App; used by >12M global users Largest HCM Cloud vendor with >570K clients on strategic platforms First to harness Big Data for HCM applications Industry leading HCM Apps Marketplace Achieved 83% of clients on strategic cloud platforms Small Business 100% complete Mid-Market will be completed by year-end Retired / divested 13 major legacy platforms since FY11 Leverage big data to introduce smarter solutions based on Al and machine learning Continue to build out the ADP Marketplace ecosystem Leverage public cloud to lower infrastructure costs and adapt to changing global data privacy regulations Continue to strengthen and expand our mobile solutions, including introducing chat / conversational user interface ◉ Continue to refresh technology team and talent Copyright © 2017 ADP, LLC. 19 ADP A more human resource.#211 We Have Increased Overall R&D Spend While Significantly Shifting Our Investment Towards Innovation R&D Highly Focused on Innovation ADP Global R&D Spend ($M) (1)(2) Key Technology Initiatives Going Live in FY18 Maintenance Innovation 8% CAGR 859 (3) 538 388 410 450 20% CAGR 150 FY11 28% "Low Code" Application Development Platform ■ Next Gen platform using latest technology and tools Enables internal & external global development teams to build country, segment & client-specific applications Leverages public cloud infrastructure Next Gen Transaction Processing Engines Next Gen payroll and tax filing engines designed for multi-country localization Always-on calculations enable real-time, continuous pays Fully API-enabled enables easier integration with other systems ■ FY17 52% Innovation as a % of Total R&D Spend ☐ Patent-pending, reusable, policy-based design architecture Notes: 1. 2. 3. ✓ Faster to market More efficient R&D spend Greater capture of global opportunities Lower hosting & infrastructure costs Enhanced global data privacy Increased differentiation in payroll & payments Pioneer of employee pay financial technology transformation - More employee pay options Real-time payments Pay for flexible work Expand multi-country payroll capabilities to smaller employers Increase client satisfaction with more visibility and self-service More efficient client service & implementation Represents systems development and programming costs, which includes expenses for activities such as client upgrades to our new strategic platforms, the development of new products and maintenance of our existing technologies, including purchases of new software and software licenses. Excluding capitalized software and internal allocation charges, the R&D Innovation vs. Maintenance spend ratio was 62% vs. 38% for FY17. For FY11, approximately $128M of S&P spend removed from calculation as compared to historically disclosed data due to business dispositions (primarily Dealer Services). Copyright 2017 ADP, LLC. 20 ADP A more human resource."#221 We Have Transformed Our Approach to Innovation A new way of doing things Structure Processes from 0 to product in 9 months New talent ADP People Asking different questions Delivering different results ■ Consolidated Global Product & Technology organization Opened new Innovation Labs in Chelsea NYC, Pasadena CA, Roseland NJ and Alpharetta GA - ~1,000 total associates in Innovation Labs - ~80% external hires ■ Transformation from 100% waterfall to 100% agile development ■ Introduced product owner roles and increased product management by ~300% Adopting industry-leading tools and technologies (e.g., Open Source, Public Cloud) Copyright 2017 ADP, LLC. 21 Significant infusion of external talent -+67% of roles filled by external candidates since 2013 ■ ~50% of R&D talent and 28% of executives hired in the last 5 years ~32% of R&D associates are millennials ■ New hires augmenting ADP's capabilities in data science, user experience and platform architecture Innovation Labs attracting new talent from leading tech companies such as Google, Amazon and Microsoft ADP A more human resource.#231 We Are Leading Our Industry in Every Key Technology Trend Mobile / User Experience Big Data Marketplace My Dashboard Your Schedule Your Pay 432 $453.44 NA FREIFNOLOGY camer 201 ADP Marketplace Solutions unified HR simplified Success amplified CONFERENCE AWESOGY NEW 201 Cloud " Developed industry's 1st mobile HCM App ■ #1 Mobile HCM App; used by >12M global users ■ Built industry's 1st HCM Big Data application ■ Launched DataCloud - industry-leading big data HCM analytics and benchmarking platform Developed industry's 1st and largest HCM App Marketplace ■ Winner of HR Tech's "Top Product" and "Awesome New Technology" for 2015 Developed industry's 1st HCM application in the cloud ■ #1 Cloud HCM vendor; >570K strategic cloud HCM customers ■ Launched innovative new user experience ■ Winner of HR Tech's "Top Product" and "Awesome New Technology" for 2016 Copyright 2017 ADP, LLC. 22 ADP A more human resource.#241 Our Leading Competitive Position Is Enhanced by the Evolution to Strategic, Cloud-Based Platforms Positioning ADP for Higher Growth and Higher Value – Journey Ongoing % ES Clients on Strategic, Cloud-Based Platforms % of ES Revenue From Strategic, Cloud-Based Platforms 77% 23% 16% 84% 90% 49% 51% 10% FY11 FY17 FY11 FY17 Cloud Non-Cloud Copyright 2017 ADP, LLC. 23 ADP A more human resource.#251 We Have Proven Our Ability to Transform in the Small Business Market and Anticipate Similar Benefits in Mid- and Up-Markets Small Business Market Transformation Impact FY11-FY17 Product and technology Single cloud-based strategic platform for all clients Streamlined development and hosting Operational excellence +8.3% Revenue CAGR Call reduction through effortless client experience Doubled Margins ■ Service alignment Streamlined implementation World-class distribution ■ HCM upsell potential +320 bps Retention Mid- and Up-Market Transformation Product and technology · Market-leading WorkforceNow and Vantage platforms 87% of mid- and up-market clients on latest version Migrations pacing based on client complexity and readiness Operational excellence Technology-enabled self-service incorporated into products Client self-learning embedded into product workflows Continued product enhancements based on client call analytics World-class distribution Significant HCM upsell with both WorkforceNow and Vantage (average ~4 HCM solutions per client) Copyright 2017 ADP, LLC. 24 ADP A more human resource.#262 We Are Enhancing Our Service Capabilities Maximizing Service Value to Drive Client Satisfaction, Retention and Productivity Initiative Delivering Strategic Services Providing an Effortless Client Experience Simplifying Service Delivery Streamlining Our Service Footprint Current Accomplishments Launched diagnostic and advisory service to help clients get more value out of the product through improved processes Rolled-out strategic guidance on HCM best practices Provided key support on complex regulations and compliance requirements (e.g., ACA, EEOC, etc.) Extended service hours (up to 24/7) in small business Rolling out "Intact" teams with dedicated service representatives in the mid- and up-market Built global service network supporting multi-national clients in 27 languages across >110 countries and all time zones Achieving ~5% annual reduction in contacts per client via investment in automation and self-service Implemented cloud-based voice infrastructure Provided how-to videos and FAQs embedded in products as well as online client community forums Consolidated net 29 operations locations to date (26% net reduction) as part of Service Alignment Initiative in FY17 >5,000 associates on-boarded in large scale strategic locations ☐ ☐ Building on Our Momentum: What's Next? Provide proactive outbound support for clients to optimize HCM process excellence Help clients capture, understand and respond to insights from their HCM data Complete roll-out of "Intact" service model and drive higher client satisfaction and retention Deliver internal benchmarking on client efficiency and proactive performance monitoring Drive further client self-service and inbound contact reduction Enhance digital contact center technologies and Robotic Process Automation Consolidate additional 33 net operations locations (56% total reduction in non-sales locations) Copyright 2017 ADP, LLC. 25 ADP A more human resource.#272 Our Service Transformation Will Improve Efficiency and Bring Additional Value to the Client Relationship Effortless Experience Service model Shift from call center model to a dedicated rep Value to client Progress and Timeline Reduced effort to get questions answered Create "Intact" teams of experts to serve clients on all aspects of HCM Ability to more seamlessly handle complex HCM needs ■ All up-market clients -25% of mid-market clients (~75% of revenue) to cover largest, most complex accounts All mid- and up- market HCM clients Expected business value Fewer calls Faster time to resolution Higher NPS Higher retention Valuable Insights Strategic service Best practices Compliance Data insights Guidance to optimize use, respond to regulations, and get value from data All up-market HCM clients Initial pilot moving to -25% of mid-market clients (~75% of revenue) by FY20 Differentiation to drive sales Accretive to margins Copyright 2017 ADP, LLC. 26 ADP A more human resource.#282 Streamlining Service Delivery Service Alignment Initiative Efforts Resulting in Upgraded Talent and Enhanced Client Experience Optimizing Headcount Hire high-quality talent (e.g., education, diversity, veterans, etc.) in new scalable, lower-cost locations to refresh our workforce Streamlined Geographic Footprint US Non-Sales Locations Co-locate "Intact" teams to work collaboratively across traditional BU lines, improve client satisfaction and enable greater associate engagement and career opportunities (34) 5 LO (23) 1 (11) 110 56% Net Reduction Continued efforts have streamlined delivery footprint by exiting smaller, sub-scale locations and reducing home-shore population by moving these service roles to new, large-scale locations in Augusta GA, El Paso TX, Orlando FL, Norfolk VA and Tempe AZ 48 Beginning Exits Openings Exits Openings Exits Locations Locations Copyright 2017 ADP, LLC. 27 FY17 FY18F FY19F ADP A more human resource.#292 Investments in Technology and Service Are Yielding Productivity Gains $'000s Gross Revenue / FTE 2.2% CAGR 215 188 Adjusted EBIT (2) / FTE $'000s 2.2% CAGR 42 37 1.4% CAGR 162 149 223 23 FY11 FY17 Net Operational Revenue (1) Represents Gross Revenue/FTE including Pass-Throughs and Client Funds Notes: 1. 2. FY11 6.9% CAGR 35 FY17 Adjusted EBIT excluding Client Funds Adjusted EBIT/FTE including Client Funds Net operational revenue is a non-GAAP metric. Refer to the Additional Materials for a reconciliation to the closest GAAP metric. Adjusted EBIT is a non-GAAP metric. Refer to the Additional Materials for a reconciliation to the closest GAAP metric. Copyright 2017 ADP, LLC. 28 ADP A more human resource.#303 We Are Building Upon Successful Distribution Initiatives Initiative Strengthening our HCM Brand Current Accomplishments Industry-leading unaided awareness across all major HCM areas Rated #5 most valuable commercial services brand in 2017 by Brand Finance (up from #6 in 2016) ◉ Building on Our Momentum: What's Next? Continue to grow brand reach and relevance in HCM domain Extend thought leadership globally Drive brand influence through digital channels Optimizing Distribution Leveraging Channels to Market Building a Digital Distribution Channel ADP Research Institute generates 1,000+ earned media mentions per month with unique and propriety research New business bookings growth from $1.1B in FY11 to $1.65B in FY17 Overall sales productivity increase of 27% from FY11 to FY16; ▪ invested heavily in Inside Sales in FY17 for future growth Inside Sales headcount increase of 106% and associated new business bookings growth of 444% from FY11 to FY17 Grew partner sales to account for 73% of all small-market new logos Successful partnerships with leading mid- and up-market ERP providers (Oracle, SAP, Microsoft, Infor, FinancialForce and Intacct) ADP digital marketing-driven inbound sales opportunities increased by 56% from FY14 to FY17 Launched ADP Marketplace, an eCommerce app store, offering integrated ADP and partner solutions; 200+ apps now live Focus Field Sales on new client acquisition Continue to grow Inside Sales at a rapid pace Leverage big data for more targeted account based selling Continue to expand partnerships into mid- and up- market Enhance cross-sell of HCM solutions across segments and channels Drive more self-purchase via contextual recommendations within our solutions Drive more digital sales of ADP and third- party partner products Copyright 2017 ADP, LLC. 29 ADP A more human resource.#313 Increasing New Business Bookings Productivity World Class Salesforce Is Growing Bookings and Productivity Healthy Growth in Bookings Headcount Growth Slower Than Bookings Growth Worldwide New Business Bookings ($B) (1) Worldwide Salesforce Headcount ('000s) FY11-FY16 CAGR of 10% 7% CAGR 1.65 4% CAGR 6.3 1.1 FY11 FY17 33% CAGR 4.9 6% CAGR Field Note: 1. New business bookings do not include zero-margin pass-throughs. Copyright 2017 ADP, LLC. 30 FY11 FY17 Inside FY11-FY16 CAGR of 3% 13% CAGR 4% CAGR ADP A more human resource.#324 We Have Been Strengthening Our Talent and Culture Initiative Current Accomplishments Building on Our Momentum: What's Next? Better Aligning Pay with Performance Changing Executive Compensation Refreshing and Engaging Talent Tightened alignment of variable compensation with ADP overall results Shifted compensation awards based on overall performance to better differentiate and retain top performers Fully aligned senior executive team financial goals and bonus objectives Replaced EPS goal with net income Froze the corporate officer supplemental retirement plan as of July 1, 2019 Shifted from defined benefit to defined contribution retirement plan for all new hires in the US Infused external talent at all levels including ~30% of executive level hires Turned over >50% of executives in the last 5 years (only 1 in 4 were voluntary) Increased associate engagement survey results by +3 points year-over-year to near top-quartile ☐ Further differentiate awards based on performance Align job categories globally to ensure competitive market position for talent Evaluate relative TSR as a performance metric Continue to target >30% external executive level hiring Implement additional tools to identify, evaluate and develop future leaders Refresh ADP's Global Employer Brand to continue attracting technical and managerial talent Copyright 2017 ADP, LLC. 31 ADP A more human resource.#334 Our Pay for Performance Culture Is Having Impact Compensation Awards Distribution (% Merit Compensation vs. Target) 200% 150% 100% 50% 0% 63% 16% 0% 12% Immediate Action Improvement Needed Associate Retention 102% 98% 195% 150% 136% 126% Valued Excellent Role Model FY13 FY17 Copyright 2017 ADP, LLC. 32 ADP A more human resource.#34We Are Best Positioned to Win in a Growing and Dynamic Market Selected HCM Trends " Evolution of Work " Massive workforce demographic shifts Consumerization of HCM New employer-employee models HR increasingly more strategic ADP ADP's Sustaining Advantages Largest base of workers Industry-leading mobile app Innovative, employee-focused solutions " Next gen talent strategies Transformation of the HR Function ■ Sophistication of people analytics Ever-increasing regulatory complexity " Global Business Environment ◉ Continued globalization " Tightening labor markets Positioned to capture the HCM opportunity Full suite of beyond-payroll HCM products and platforms World's richest and most accurate workforce data set Unmatched global footprint Deep domain and global compliance expertise Proprietary BPO solutions Technology Mega Trends ◉ Process automation Machine learning Digital commerce Copyright 2017 ADP, LLC. 33 Industry-leading e-commerce marketplace Next gen processing platforms ADP A more human resource.#35ADP's Strategy Will Continue to Deliver Superior Revenue Growth ADP's Strategy Is: Our Strategy is poised to deliver 7-9% Revenue Growth from FY17-FY20F Revenue ($B) Focused on large, growing markets where we have a strong competitive advantage Supported by future trends that will continue to drive market growth and ADP differentiation 12.4 1.8 Global Delivering in key areas where we have been demonstrating success Innovation to continue to lead the market in product capabilities and technology trends 4.2 HRBPO Operational excellence to continue to deliver high value service to clients at high margins 6.4 HCM - World-class distribution with increasingly digital presence - Performance culture with continually refreshed talent Copyright 2017 ADP, LLC. 34 7-9% CAGR ~15.0-16.0 6-7% CAGR FY17 FY20F 12-14% CAGR 5-6% CAGR ADP A more human resource.#36We Expect Margin Expansion of ~200 bps From FY17-FY20F Operational Margin Expansion of ~500 bps From FY17-FY20F Adjusted EBIT Margin (1) (%) 20% Contributors to ADP's Margin Expansion 0.5-1.5% 25-26% 0.0-0.5% 0.5-1.5% 0.0-1.0% 3.5-4.5% FY18F down 50-25 bps FY19F-20F-200 bps expansion (3.5-4.5%) 21-22% FY17 Operating Leverage Platform Migrations Service Alignment Initiative Productivity Initiatives FY20F (2) Client Funds FY17-20F Pass-Through Drag FY20F Note: 1. Adjusted EBIT is a non-GAAP metric. Refer to the Additional Materials for a reconciliation to the closest GAAP metric. 2. Excludes the expected impact of growth in client funds and pass-through drag to forecasted adjusted EBIT. Copyright 2017 ADP, LLC. 35 ADP A more human resource.#37Multi-Year Investments Expected to Generate Incremental Returns in the Near-Term Total Shareholder Return Objective - Top Quartile of S&P 500 TSR Components Revenue Growth Annual Margin Expansion Pretax Earnings Taxes FY18F FY19F-20F Annualized Longer Term Expectations (per March 2015 Investor Day) 7-9% 5-6% +50-75 bps 11-13% 7-9% (50)-(25) bps ~100 bps 4-5% ~(3)% 13-15% Net Share Reduction ~1% ~1% ~1% EPS 12-14% 2-4% 14-16% Dividend Yield 2-3% 2-3% 2-3% Copyright 2017 ADP, LLC. 36 ADP A more human resource.#38Discussion Agenda I. Proven Track Record of Success II. ADP's Strategy III. Best in Class Board / Corporate Governance IV. Pershing Square's Proxy Contest V. Concluding Remarks Copyright 2017 ADP, LLC. 37 ADP A more human resource.#39Corporate Governance Best Practices Governance Highlights Annually Elected Board Separate Chairman/CEO Adoption of Proxy Access Majority Voting Standard Shareholder Ability to Call Special Meeting Allows Action by Written Consent No Poison Pill in Place Support for Say-on-Pay ADP Shareholder-Friendly Prevalence Among the S&P500 90 % 48 62 62 90 90 ठ 64 30 30 97 96% 95 95 SharkRepellent "Bullet Proof" Rating (1) 0.3 2.0 Sources: Institutional Shareholder Services, FactSet, Spencer Stuart Board Index 2016, Compensation Advisory Partners Note: 1. FactSet Bullet Proof Rating System. Scale is from 0-10, with 0 representing the most shareholder-friendly defenses. Copyright 2017 ADP, LLC. 38 ADP A more human resource.#40Best-in-Class Board Is Driving Corporate Strategy 9 Deliberate Board Composition Commitment to both continuity and fresh perspectives 10 Director Board with 4 new Directors since 2014 Average independent Director tenure of 6.8 years(1), compared to an S&P 500 average of 8.3 years Average Director age of 59 years(1) Director succession planning - Conducted in the context of a skill set review Skill set used to identify and recruit Directors ■ The right set of skills and experience to set ADP's corporate strategy 7 of 10 Directors are current or former CEOs, CFOs, or COOS of major public companies Leaders with significant technology experience (CEO of CA Technologies, COO of PayPal, retired Director of McKinsey High Tech Practice, previous EVP of Information Systems and Global Solutions at Lockheed Martin) Independent mindset and focus on accountability to shareholders 9 of 10 Directors are independent All Board Committees are composed of independent Directors Committed to formal shareholder engagement program 4 out of 9 independent Directors have shorter tenure than CEO Skill Set Aligns and Evolves With Corporate Strategy Number of Directors (10 Total) Business Operations Cybersecurity 3 Enterprise Risk Management Financial Expertise Government/Regulatory HR Management / Compensation Industry / HCM / Business Process Outsourcing International Product Marketing / Product Management Public Company CEO Experience Other Public Company Board Experience 4 Strategic Planning Technology 4 5 5 5 7 8 8 Source: Spencer Stuart Board Index 2016 Note: 1. As of 2017 Annual Meeting. Copyright 2017 ADP, LLC. 39 9 9 10 10 ADP A more human resource.#41ADP's Best-in-Class Board of Directors Carlos Rodriguez Age: 53 CEO B " . Member of ADP Board since 2011 (6 years) President and CEO of ADP Over 18 years of experience at ADP Prior President of ADP's Small Business Services; under his leadership SBS launched RUN, one of ADP's fastest growing platforms Delivered 203% TSR vs. 128% S&P 500 as CEO of ADP Eric C. Fast Age: 68 Director R. Glenn Hubbard Age: 59 Director " Member of ADP Board since 2007 (10 years) Chair of the Audit Committee and member of the Compensation Committee Former Chief Executive Officer of Crane Co. Deep financial, transactional and accounting experience Member of ADP Board since 2004 (13 years) Chair of the Nominating / Corporate Governance Committee and member of the Compensation Committee Dean of the Graduate School of Business at Columbia University Served as Chairman of the US Council of Economic Advisers of the President Denotes experience with investors as public company executive Peter Bisson Age: 60 Director Linda R. Gooden Age: 64 Director John P. Jones Age: 66 Director Sandra S. Wijnberg Age: 61 Director B " Member of ADP Board since 2015 (2 years) Member of the Nominating / Corporate Governance and the Corporate Development and Technology Advisory Committees Director Emeritus McKinsey & Company Was a leader of the McKinsey strategy and telecommunication practices Member of ADP Board since 2009 (8 Years) Chair of the Corporate Development and Technology Advisory Committee and member of the Audit committee Former EVP of Information Systems and Global Solutions, Lockheed Martin Gained 34 years' experience at Lockheed Martin; cyber expertise Richard T. Clark Age: 71 Director " " Member of ADP Board since 2011 (6 years) Chair of the Compensation Committee and member of the Audit Committee Former Chairman and CEO of Merck Spent more than 39 years at Merck in a variety of senior management positions Experience dealing with activists Member of ADP Board since 2014 (3 years) Member of the Nominating / Corporate Governance and the Corporate Development and Technology Advisory Committees Chief Executive Officer, CA Technologies More than 25 years' experience in software and information technology services industries; cyber expertise Non-Executive Chairman of ADP since 2015 (2 years) Member of ADP board since 2005 Former Chairman and CEO, Air Products and Chemicals, Inc. Member of ADP Board since 2016 (1 year) Member of the Audit and the Corporate Development and Technology Advisory Committees Executive Advisor and former Partner and Chief Administrative Officer, Aquiline Served as CFO at Marsh & McLennan Companies Copyright 2017 ADP, LLC. 40 Michael P. Gregoire Age: 51 Director William J. Ready Age: 37 Director Member of ADP Board since 2016 (1 year) Member of the Nominating / Corporate Governance and the Corporate Development and Technology Advisory Committees EVP, COO, PayPal Responsible for PayPal's end-to-end customer experience, product, engineering and technology FinTech industry leader - CEO Braintree, Venmo with cyber expertise ADP A more human resource.#42ADP's Corporate Development and Technology Advisory Committee (CDTAC) Has Been Driving Corporate Strategy ☐ Committee Overview Established in 2014 Drives strategy on technology and innovation, potential acquisitions, strategic investments, divestitures Holding management accountable for organic innovation and ongoing technology update Spearheaded key strategic initiatives Spin-off of CDK Global The Marcus Buckingham Company acquisition Next gen technologies including low code platform + payroll and tax engines CDTAC reviews and evaluates: Infrastructure and Operations Cost Strategy Talent of Global Product and Technology Organization Global Product and Technology Strategy Plan Title Enterprise Software Big Data Cybersecurity(1) Cloud Technology Change Management Development / Deal Activity Shareholder Perspective Committee Overview & Relevant Experience Current Proposed Linda Gooden Peter Bisson Mike Gregoire Bill Ready Sandra Wijnberg Bill Ackman Veronica Hagen V. Paul Unruh CEO of CA Technologies EVP & COO of PayPal; CEO of Venmo Executive Advisor Aquiline Capital Founder and CEO of Hedge Fund Former EVP Lockheed Martin Former Leader High Tech Practice McKinsey Former CEO Polymer Group Director Symantec Corp Note: 1. Audit Committee has risk oversight of ADP's cybersecurity program. Copyright 2017 ADP, LLC. 41 ADP A more human resource.#43ADP Has a Robust Shareholder Engagement Program The ADP Board Is Committed to Evaluating Every Decision With a Shareholder Perspective Board & Governance Executive Compensation Topics of Discussion 2016 Corporate governance and oversight Executive compensation, performance metrics, peer group selection Risk Management Risk management structure Corporate Social Responsibility Sustainability and economic rationale for ESG initiatives ADP Actions Taken Since 2016 ✓ Enhanced proxy statement disclosures Refined director assessment questionnaire; enhanced disclosures around term of service and applied overboading limits to any NEOs serving on our board Compensation peer group refinements for FY18 Approved freeze of the corporate officer supplemental retirement plan as of July 1, 2019 (previously closed to new entrants in FY14) Enhanced governance & risk disclosures Launched enterprise-wide effort to provide formal ESG report in FY18 Copyright 2017 ADP, LLC. 42 ADP A more human resource.#44Close Alignment of Pay, Performance and Achievement of Strategic Objectives · $15 Balanced, Performance-Based Compensation Policy Designed to incentivize sustainable value creation • Thoughtful design to encourage strategic transformation while mitigating excessive risk-taking Approved by independent compensation committee using independent compensation consultant FY16 and FY17 CEO compensation was below Proxy Peer Median Robust clawback policy allows for cash and stock recovery Emphasizes equity-based compensation to foster commonality of interest between management and shareholders Strong Performance Alignment & Shareholder Support CEO Pay ($M) Strategic Objectives at the Core of Executive Compensation Strategic objectives represent 40% of the short-term incentive compensation for our executive officers versus peers at 11% (1) Important leading indicators of our transformation, creation of long-term value and future success Strategic objectives are measurable and pay out formulaically Simplify ↑ Percentage of clients and revenues on strategic platforms ↓ Number of US non-sales locations ↓ Service and implementation tools to minimize service complexity 200 % CEO Cumulative TSR (%) Innovate ↑ R&D and innovation spending ↓ Number of low value service client contacts Achieve technology strategy goals and deploy key new platforms Significant Pay at Risk Grow Achieve client growth goal Demonstrate improvement in net promoter scores, improving client experience Continue focus on human capital by maintaining favorable engagement score Improve workforce diversity Other NEOS $10 $5 10% 100 % $0 0% FY13 FY14 FY15 FY16 FY17 90% Say On Pay 97% 96 % 97% 96 % N/A(2) = Base Salary Sources: Institutional Shareholder Services, ADP 2017 Proxy Statement Notes: 1. 2. 11% weighting reflects "non-financial" goals of peers; only 3 peers include "strategic❞ metrics at all. Available on November 7th Copyright 2017 ADP, LLC. 43 77% 23% = Performance-Based (STIP +LTIP) ADP A more human resource."#45Pershing Square Is Attempting to Replace Strong Leaders With Less Qualified Candidates " Bill Ackman, 51 " Director at Valeant - stock plummeted when company's accounting practices were questioned Director at J.C. Penney - resigned and sold entire position after stock declined materially while on the board Target ran proxy fight for majority of the board and lost Borders - company declared bankruptcy and Pershing Square incurred losses Allegations of insider trading No HCM experience Veronica M. Hagen, 71 Director at Covanta Energy from 2001 - 2004; omitted from bios in various SEC filings over the past 10 years In 2002 Covanta plunged into bankruptcy Director at The Southern Company since 2008 SEC Investigation for potentially deceptive financial reporting Would breach ADP's Director age limit shortly after appointment Approved controversial excessive CEO compensation plan at Newmont, where she serves as chair of the Compensation Committee No HCM experience " V. Paul Unruh, 68 Director at Bechtel Enterprises for 25 years Resigned during a "financial crisis" at the company Director at Symantec Corp. since 2005 Lack of current technology experience / skills Audit experience not additive to ADP's Board skill set In 2013, as Chairman of the Audit Committee, shareholder suit, litigation is ongoing No HCM experience ☐ John Jones, 66 Deep understanding of our HCM business and industry Has overseen different ADP management teams during a period of growth Former CEO of large public company Significant experience in businesses operating within strict/shifting regulatory frameworks Former Chair of our Nominating / Corporate Governance Committee who oversaw evolution of our best-in-class governance Glenn Hubbard, 59 Deep expertise in global macroeconomic conditions and economic, tax, and regulatory policies Deep perspective on financial markets As current Chair of our Nominating / Corporate Governance Committee, continues best-in-class governance Government / regulatory experience Eric Fast, 68 Risk management experience Deep financial, accounting, and transactional expertise Former CEO of large public company Broad managerial and operational expertise Copyright 2017 ADP, LLC. 44 ADP A more human resource.#46Discussion Agenda I. Proven Track Record of Success II. ADP's Strategy III. Best in Class Board / Corporate Governance IV. Pershing Square's Proxy Contest V. Concluding Remarks Copyright 2017 ADP, LLC. 45 ADP A more human resource.#47Pershing Square's Ever-Changing Engagement With ADP Ackman's Last Minute Approach, Ever-Changing Demands and Refusal to Engage Demonstrate a Clear Disregard for Responsible and Effective Shareholder / Corporate Engagement Snapshot Pershing Square Research Begins February/March Pershing begins research 6 months ahead of nomination deadline Ackman's Initial Approach August 1 Ackman contacts CEO Rodriguez regarding its ~8% stake in ADP 8 days before nomination deadline Pershing Meets CEO & Chairman August 3 Ackman sits down with Rodriguez and Jones Pershing Challenges Pershing Presents 167 ADP Communication August 6 Ackman accuses ADP of misleading communications Page Thesis August 17 Pershing Discloses Current Holdings September 11 Ackman presents his thesis publicly over 3 hours and 167 pages Pershing is a 2% shareholder and has not exercised the call options Ackman's Evolving Stance CEO Confidence Board Seats Lack of confidence Work together if shared visions Willingness to work with Rodriguez Suggests CEO change necessary Willingness to work with Rodriguez 5 Seats Fewer than 5 conditional on extension and acceptance of plan 3 Seats 3 Seats 3 Seats Proxy Extension 30-45 Days 7 days Copyright 2017 ADP, LLC. 46 Extension not necessary Launches proxy fight Ongoing proxy fight ADP A more human resource.#48Pershing Square Is Not an 8.3% Owner of ADP Pershing Square Misleadingly Represents 8.3% Ownership of ADP In referring to Pershing Square as "the company's largest owner with an 8.3% stake" (1), Bill Ackman is misrepresenting the degree of his investment in ADP "In summary - we want you to elect a major shareholder to the board, in this case it would be me representing Pershing Square. We own 8.3% of the company... this has the effect of sending a very powerful message to the management and the board..." Bill Ackman, "The Time is Now" Presentation, August 17, 2017* More Than 75% of Pershing Square's "Ownership" Is Options Pershing Square owns 2.0% of common stock, not the 8.3% that the fund has claimed since the start of their campaign Pershing Square has wrongly characterized 28 million call options (right to buy the stock in the future) as "ownership" The call options do not provide the right to vote those 28 million underlying shares of common stock in a proxy contest Pershing Square elected not to convert a larger portion of its derivative position prior to the September 8 record date, leaving it with the right to vote only the 8.8 million shares that its 2% ownership represents * Permission to use quotations neither sought nor obtained Sources: SEC filings Notes: 1. 2. Pershing Square Press Release, August 21, 2017. Snapshot of Pershing Square's Current Ownership Security Shares % O/S Cost Basis (2) Common Stock 8,798,442 2.0% $108 Call Options 28,005,233 6.3% $116 Total 36,803,675 8.3% $114 Description of Call Options Over-the-counter and listed call options in ADP common stock with expiration dates ranging from 2020-2021 Pershing Square's derivatives agreement prohibits it from exercising or obtaining voting control Would require an additional ~$2.0B investment by Pershing Square to exercise call options to achieve 8.3% ownership In light of Pershing Square not converting its 28 million call options (equivalent to 6.3% of total shares outstanding) into common stock, Pershing Square is not entitled to any dividend on that 6.3% Cost basis for options is calculated as disclosed cost to purchase plus strike price, per Pershing Square 13D/A, dated 8/31/2017. ADP Copyright 2017 ADP, LLC. 47 A more human resource.#49Shareholders Should Ask - Does Pershing Square Actually Understand ADP's Business? Pershing Assertion × ADP's Sales Force Productivity Is Declining * ADP Inflates New Business Bookings by Including Zero Margin Pass-Throughs * ADP Has Lost Significant Market Share With Enterprise Clients × ADP's Innovation Has Come Only Through Acquisitions × ADP's Corporate Structure Is Inefficient Fact FACT: ADP's Sales Force productivity is actually increasing ADP has been very transparent regarding sales force productivity in FY17 ✓ Following a very difficult ACA-related comparable, ADP's new business bookings grew at a 7% CAGR from FY11 to FY17 while its salesforce only grew at 4% FACT: ADP has never stated that new business bookings included zero-margin pass-throughs ADP has grown new business bookings while driving efficiencies through more inbound sales ADP saw $1.65B in new business bookings in FY17 FACT: ADP's total number of comparable up-market clients between FY09 and FY17 has remained largely consistent ✓ Today ADP serves approximately 3,000 HCM clients with more than 1,000 employees FACT: Under Carlos Rodriguez's tenure, ADP shifted its strategy to organic, innovation driven growth ADP has set up four strategic Innovation Labs each with a unique area of focus ADP Mobile, ADP DataCloud, ADP Marketplace, Accountant Connect products were all born organically in one of these techno-hubs FACT: ADP proactively recognized the opportunity to streamline its corporate structure several years ago and launched its Service Alignment Initiative in FY16 in response To date, ADP has exited a net 29 service locations for a reduction of 1/3 in total service locations ✓ ADP expects to exit 68 service locations by the end of the Service Alignment Initiative Copyright 2017 ADP, LLC. 48 ADP A more human resource.#50Is Pershing Square Looking at the Right Margin? ADP Margin Comparisons for Most Recent Fiscal Year ($M) Fiscal Year-end Total Revenue ADP CDK(1) June 2017 June 2017 PAYX(1) May 2017 ULTI(1) WDAY(1)(2) December 2016 January 2017 12,379.8 2,220.2 3,151.3 781.3 1,569.4 Pass-Throughs 2,628.4 Revenue w/o Pass-throughs 9,751.4 2,220.2 3,151.3 781.3 1,569.4 GAAP Net Earnings including Noncontrolling Interest 1,733.4 302.5 817.3 30.3 (408.3) Net Earnings Margin / Total Revenue. 14.0% 13.6% 25.9% 3.9% (26.0%) Net Earnings Margin / Revenue w/o Pass-Throughs 17.8% 13.6% 25.9% 3.9% (26.0%) Income Taxes Net Interest Expense (Gain) on Sale of a Business One-time Restructuring Total EBIT Adjustments 797.7 132.8 427.5 11.2 (0.8) 36.9 57.2 (7.4) 0.7 18.8 (205.4) 85.0 18.4 714.2 208.4 420.1 11.9 18.0 Adjusted EBIT (as defined by ADP) 2,447.6 510.9 1,237.4 42.2 (390.3) Adjusted EBIT Margin / Total Revenue 19.8% 23.0% 39.3% 5.4% (24.9%) - Adjusted EBIT Margin / Revenue w/o Pass-Throughs 25.1% 23.0% 39.3% 5.4% (24.9%) Depreciation & Amortization 316.1 70.3 126.9 27.1 115.9 Stock Compensation 138.9 55.4 35.4 113.9 378.6 Transformation / Other Additional EBITDA Adjustments 47.7 77.0 0.8 502.7 202.7 162.3 141.8 494.5 Adjusted EBITDA 2,950.3 713.6 1,399.7 184.0 104.2 Adjusted EBITDA Margin / Revenue w/o Pass-Throughs 30.3% 32.1% 44.4% 23.6% 6.6% Most Recent Fiscal Year Comments +6% ES client growth ~ -1% DMSNA client decline ~+9% DMSNA avg. client revenue ~ 0% payroll service client growth +15% client growth ~ +25% client growth Notes: 1. Pro forma analysis based on externally reported documents. 2. Excludes $14 million of employer tax-related items on employee stock transactions per non-GAAP Operating Expenses in January 2017 10-K. Copyright 2017 ADP, LLC. ADP A more human resource." 49#51Pershing Square and Its Nominees Want to Set Strategy at ADP - Do They Have Any Relevant Experience? Pershing Square's Prior Campaigns Largest Active Investments (Last 10 Years) (1) Pershing Square's 40 shareholder activism campaigns since 1995: 83% have been at Consumer, Real Estate and Financial Institutions Year(2) Company Industry Tech Year(2) Company Industry Tech 2016 Consumer * 2012 P&G Consumer * Pershing Square has no experience in the Technology sector 2015 VALEANT Healthcare * 2011 CP Industrials x Only 1 of Pershing's 3 nominees has any technology exposure (as the Audit Chair) 2015 Mondelez, Consumer x 2011 International GGP Real Estate x Investment Industry Breakdown (1) 2014 Zoetis Healthcare * 2011 AB ALEXANDER & BALDWIN. INC Real Estate * 2014 Allergan Healthcare * 2010 Natural Resources 5% Industrials 5% Technology 0% BORDERS Group Consumer * 2013 Freddie Mac We make home possible" Financial Institutions × 2010 Fortune Brands Home & Security Consumer x Healthcare 8% 2013 Fannie Mae. Financial Institutions ४ 2010 JCPenney Consumer * Financial Institutions 20% Consumer 40 % 2013 JCPenney Consumer x 2010 kraft foods Consumer * 2013 PRODUCTS AIR Natural Resources * 2009 000 Landry's Consumer * BISTU Real Estate 23 % 2012 HERBALIFE Consumer * 2008 GGP Real Estate x Sources: FactSet, Capital IQ, public release Reflects Pershing Square active investments involving public activism, excluding activism at funds. Notes: 1. 2. Reflects year of campaign announcement. Copyright 2017 ADP, LLC. 50 ADP A more human resource.#52Pershing Square's New Fee Structure Further Incentivizes Investment Decision- Making That Is Not Aligned With the Interests of Many of Our Shareholders Contrary to ADP's focus on long term value, Pershing's fee structure encourages a "Swing for the Fences" mentality: New Fee Structure (1) Old Fee Structure (1) As Adopted January 1, 2017 More weight on the "Ups" than typical hedge funds (30% vs. 20%)... Positive Returns 20% Performance Fee Charged on Positive Returns And less weight on steady growth (no performance fee <5%) (1) Negative Returns No Performance Fees Due 30% Performance Fee on Returns > 5% No Performance Fees if Returns 5% No Performance Fees Due +5% Return Also subject to a "high-water mark" (1) (cannot charge performance fees for investment gains below previous losses) The effect of Pershing's excessive cost basis of $114 (2) takes the price target even higher "... you know, incentives, I've come to learn, drive all human behavior." * Permission to use quotations neither sought nor obtained. Notes: 1. 2. Bill Ackman, August 17, 2017* "This is like driving a car the wrong way down a one way street... incentive fees are headed toward 10% with the addition of hurdles, not 30. Raising fees at any level of return is unacceptable when you think of the financial condition of our nation's pension funds. The greed and arrogance in this industry just never ceases to amaze me." - Jacob Walthour, CEO of Blueprint Capital Advisors, which works with institutional investors to invest in hedge funds, October 28, 2016* Source: Reuters article "Ackman's Pershing Square shakes up fees amid losses" by Lawrence Delevingne, published on October 28, 2016 Cost basis for options is calculated as disclosed cost to purchase plus strike price, per Pershing Square 13D/A, dated 8/31/2017. Copyright 2017 ADP, LLC. 51 ADP A more human resource."#53Pershing Square's Certitude Can Be Disastrous Total Return (%) Total Return (%) 60 60 20 20 (20) (60) Valeant (2015-2017) 1 Announces Campaign: March 18th, 2015 Borders Group / Barnes & Noble (2007 - 2011) 40 TSR: (94)% TSR: (99)% 1 Announces Campaign: Oct. 9th, 2007 0 Appointed to Board: Mar. 21st, 2016 Ends Campaign Mar. 13th, 2017 Total Return (%) (40) 41 Richard McGuire Appointed Board: Jan. 17th, 2008 (80) Ends Campaign: Feb. 16th, 2011 3 3 (100) Mar-15 Sep-15 (120) Mar-16 Sep-16 Mar-17 Oct-07 Mar-08 Aug-08 Dec-08 May-09 Oct-09 Mar-10 Aug-10 Jan-11 J.C. Penney (2010 - 2013) Target (2007-2009) 10 2 2 2 0 2 60 (20) (40) (60) (80) 1 Announces Campaign: Jul. 16th, 2007 Announces Campaign: Oct. 8th, 2010 1 TSR: (57)% TSR: (42)% Urges CEO Change: Aug. 8th, 2013 2 Appointed to Board: Jan. 24th, 2011 Total Return (%) 흐 (10) (30) (50) Ends Campaign: Aug. 26th, 2013 4 Oct-10 May-11 Dec-11 Jun-12 Jan-13 Aug-13 (70) Jul-07 Jan-08 Denied Board Seat / Ends Campaign: May 28th, 2009 Jun-08 Dec-08 May-09 Sources: Bloomberg, SharkRepellent Note: Announce date reflects date of initial 13-D filing. Copyright 2017 ADP, LLC. 52 ADP A more human resource.#54Pershing Square Has Delivered Inconsistent and Below Market Returns for Its Shareholders Pershing Square Cumulative Net Return of 29% from 2012-2016 Cumulative Return (%) - CY2012 to CY2016 (1) PS 29% Impact to Investors Pershing Square, L.P. has a history of volatile returns, posting negative returns for 2 of the past 5 years Since inception (2), Pershing Square Holdings, Ltd has had a net return to their investors of only 7% after deduction of Pershing Square's fees; gross returns for the same period were 23% S&P ADP 98% 146% ADP has delivered positive returns in each of the last five years, outperforming Pershing Square, L.P. and the S&P by 117% and 48%, respectively, over that period Pershing Square, L.P. Net Returns (%) S&P 500 TSR (%) ADP TSR (%) Sources: Pershing Square 2016 Annual Report, Pershing Square 1Q'17 Letter to Shareholders and Bloomberg Notes: 1. Cumulative YOY return calculated from 12/30/2011 to 12/30/2016. 2. Time period since inception from 12/31/12 to 5/9/17. Copyright 2017 ADP, LLC. 53 ADP A more human resource.#55Market Commentators Are Skeptical of Ackman's Call for Radical Margin Increase "We believe the management team at ADP has done an admirable job in proactively transforming ADP from a legacy payroll processor to a top HCM provider without sacrificing short-term results." - J.P. Morgan Research, August 16, 2017* "Under an optimistic assumption, Ackman's plan would take at least three years of depressed margins, but probably several more. We doubt management or its investors, including Pershing Square (despite claiming the opposite), would have the stomach for this... if Pershing Square is only looking at ADP through a spreadsheet, this plan makes perfect sense. However, companies don't exist on spreadsheets, and even the best laid plans often can't overcome an unhappy workforce worried about losing their jobs." -Morningstar Research, August 17, 2017* "We do believe there are structural differences between ADP and PAYX margins, stemming from ADP's large presence in the national accounts and mid-market payroll services industry." - Evercore Research, August 17, 2017* "ADP's Corporate Governance is a model for other companies... We doubt that many long-term shareholders would be anxious for a management change following the last six years of outperformance by ADP." - Baird Research, August 18, 2017* * Permission to use quotations neither sought nor obtained. Copyright 2017 ADP, LLC. 54 ADP A more human resource."#56Discussion Agenda I. Proven Track Record of Success II. ADP's Strategy III. Best in Class Board / Corporate Governance IV. Pershing Square's Proxy Contest V. Concluding Remarks Copyright 2017 ADP, LLC. 55 ADP A more human resource.#57Concluding Remarks 1 ADP's Leadership Has Delivered Superior Results for Its Shareholders 2. The Company Continues to Execute on Its Strategy 3 ADP Is Led by a Best-in-Class Board of Directors 4 Pershing Square's Thesis and Director Candidates Are Not Right for ADP ADP Copyright 2017 ADP, LLC. A more human resource. 56#58Additional Materials Copyright 2017 ADP, LLC. ADP A more human resource.#59Overview of Non-GAAP Financial Metrics In addition to our GAAP results, we use certain 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. Furthermore, we have included net operational profit and net operational revenues, both of which are non-GAAP metrics, within this deck given Pershing Square's use of an operating margin metric in their presentation dated August 17, 2017. We do not currently use these metrics either internally, for the purposes of analyzing our results against prior periods or for forecasting future periods, or externally when providing investors relevant information. Adjusted Financial Metric Adjusted EPS U.S. GAAP Metric Diluted EPS from continuing operations Adjusted net earnings Net earnings from continuing operations Adjusted EBIT Net earnings from continuing operations Net operational profit (a) Net earnings from continuing operations Net operational revenues (a) Revenues from continuing operations Adjustments/Explanation EPS impacts of: Gains/losses on non-operational transactions such as sales of businesses and assets Certain restructuring charges See footnote (b) Pre-tax and tax impacts of: - Gains/losses on non-operational transactions such as sales of businesses and assets Certain restructuring charges See footnotes (b), (c), and (d) Provision for income taxes Gains/losses on non-operational transactions such as sales of businesses and assets Certain restructuring charges All other interest expense and income See footnotes (b) and (d) Provision for income taxes Gains/losses on non-operational transactions such as sales of businesses and assets Certain restructuring charges Impact of our client funds investment strategy Certain restructuring charges All other interest expense and income See footnotes (b) and (d) PEO pass-through costs Client fund interest 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, against prior period, and to plan for future periods by focusing on our underlying operations. We believe that these 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 are for specific items that are not fundamental to our underlying business operations. Since these adjusted financial metrics 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 U.S. GAAP metrics, and they may not be comparable to similarly titled metrics at other companies. Note: a. Our net operational margin is calculated as our net operational profit divided by net operational revenues. Copyright 2017 ADP, LLC. 58 ADP A more human resource.#60Non-GAAP Reconciliations Adj. Diluted EPS and Adj. Net Earnings from Continuing Operations $M (except for per share price) Diluted EPS from continuing operations Adjustments: Gain on sale of businesses Fiscal year 2017 2012 CAGR $ 3.85 $ 2.42 10% (0.27) (0.08) (0.01) 0.12 3.70 $ 2.34 10% Gain on sale of assets (b) Workforce Optimization Effort (b) Service Alignment Initiative Adjusted diluted earnings per share from continuing operations $ Fiscal year 2017 Net earnings from continuing operations Adjustments: 1,733.4 Gain on sale of businesses Workforce Optimization Effort (b) Service Alignment Initiative (b) Provision for income taxes on gain on sale of businesses Provision for income taxes for Workforce Optimization Effort Income tax benefit for Service Alignment Initiative Adjusted net earnings from continuing operations (c) (c) (c) Notes: (205.4) (5.0) 90.0 84.0 1.8 (33.8) 1,665.0 b. The majority of charges relating to our Service Alignment Initiative and Workforce Optimization Effort represent severance charges. Severance charges have been taken in the past and not included as an adjustment to get to adjusted results. Unlike severance charges in prior periods, these specific charges relate to our broad-based, company-wide Service Alignment Initiative and Workforce Optimization Effort. The fiscal 2017 Workforce Optimization Effort adjustment totaling approximately $5 million represents a reversal of the fiscal 2016 estimate. c. The taxes on the gain on the sale of the businesses were calculated based on the annualized marginal rate in effect during the quarter of the adjustment. The tax amount was adjusted for a book vs. tax basis difference for the year ended June 30, 2017 due to the derecognition of goodwill upon the sale of the business. The tax benefit/provision on the Service Alignment Initiative and the Workforce Optimization Effort was calculated based on the annualized marginal rate in effect during the quarter of the adjustment. Copyright 2017 ADP, LLC. 59 ADP A more human resource."#61Non-GAAP Reconciliations Adj. EBIT, Net Operational Revenues and Net Operational Profit $M Net earnings from continuing operations Adjustments Provision for income taxes All other interest expense All other interest income Gain on sale of businesses (d) (d) Workforce Optimization Effort (b) (b) Service Alignment Initiaitve Adjusted EBIT Adjustments Fiscal year 2017 2011 1,733.4 1,074.0 797.7 59.3 (22.4) (205.4) (5.0) 90.0 576.5 2.9 (15.1) Client funds interest revenue Corporate extended interest income Corporate extended interest expense Net operational profit Revenues from continuing operations Adjustments PEO pass-throughs Client funds interest revenues Net operational revenues Net operational margin (a) Notes: 2,447.6 1,638.3 (397.4) (540.1) (54.3) (73.7) 20.7 5.7 2,016.6 1,030.2 Fiscal year 2017 2011 Change 12,379.8 8,265.0 (2,628.4) (1,182.2) (397.4) (540.1) 9,354.0 6,542.7 21.6% 15.7% 580 bps a. Our net operational margin is calculated as our net operational profit divided by net operational revenues. b. The majority of charges relating to our Service Alignment Initiative and Workforce Optimization Effort represent severance charges. Severance charges have been taken in the past and not included as an adjustment to get to adjusted results. Unlike severance charges in prior periods, these specific charges relate to our broad-based, company-wide Service Alignment Initiative and Workforce Optimization Effort. The fiscal 2017 Workforce Optimization Effort adjustment totaling approximately $5 million represents a reversal of the fiscal 2016 estimate. d. We continue to include the interest income earned on investments associated with our client funds extended investment strategy and interest expense on borrowings related to our client funds extended investment strategy as we believe these amounts to be fundamental to the underlying operations of our business model. The adjustments in the table above represent the interest income and interest expense that is not related to our client funds extended investment strategy and are labeled as "All other interest expense" and "All other interest income." Copyright 2017 ADP, LLC. 60 ADP A more human resource.#62ADP Share Performance on July 27, 2017 Share Price ($) 120 116 ADP Intraday Share Price and Volume for July 27, 2017 Assumed intraday price of $111.65 at 12:00 PM 112 108 104 $103.50 ADP releases FY17 earnings and FY18 guidance prior to NASDAQ opening Bloomberg publishes article on Pershing Square / ADP at 12:43 PM Bill Ackman Builds a Stake in Automatic Data Processing By Ed Hammond and Scott Deveau July 27, 2017, 12:43 PM EDT Updated on July 27, 2017, 5:34 PM EDT Volume ('000s) 800 $115.63 600 400 200 100 0 9:30 AM 9:59 AM 10:29 AM 10:59 AM 11:29 AM 11:59 AM 12:29 PM 12:59 PM 1:29 PM 1:59 PM 2:29 PM 2:59 PM 3:29 PM 3:59 PM Source: Bloomberg Copyright 2017 ADP, LLC. 61 ADP A more human resource.#63ADP TSR Benchmarking Summary Assumes Market Capitalization Weighting as of 7/26/17 TSR ADP vs. Comparable TSR (Assumes 7/26/17 Close Price) Since Carlos 5 Year 3 Year 1 Year Since Carlos 5 Year 3 Year 1 Year ADP (7/26/17 close price as "unaffected") 175% 142% 57% 13% ADP + CDK (7/27/17 intraday price as 203% 166% 73% 19% "unaffected") (1)(2) S&P 500 Index Broader Services Landscape HCM-Related Players (4) Gartner Cloud HCM MQ (5) 128% 103% 33% 17% 47% 39% 24% (3%) (3) 116% 102% 29% 7% 59% 40% 28% 6% Sources: Bloomberg, Capital IQ Notes: 153% 130% 54% 25% 22% 12% 3% (12%) 86% 83% 35% 26% 89% 59% 22% (13%) 1. Assumes ADP's 7/27/17 intraday price of $111.65 as of 12:00PM, which is the assumed ADP "unaffected" price; see Additional Materials page 61 for additional detail. 2. See page 9 for additional detail. 3. See Additional Materials page 63 for selection criteria. 4. See Additional Materials page 64 for selection criteria. 5. See Additional Materials page 65 for selection criteria. ADP Copyright 2017 ADP, LLC. 62 A more human resource.#64TSR Benchmarking: Broader Services Landscape(1)(2) Assumes Market Capitalization Weighting as of 7/26/17 TSR ADP vs. Comparable TSR (Assumes 7/26/17 Close Price) Market Cap ($M) Since (3) Weighting Beta Carlos 5 Year 3 Year 1 Year Since Carlos 5 Year 3 Year 1 Year ADP (7/26/17 close price as "unaffected") $47,384 1.0 175% 142% 57% 13% ADP + CDK (7/27/17 intraday price as "unaffected") $49,896 1.0 203% 166% 73% 19% (4)(5) Accenture 85,317 17% 1.0 158% 145% 72% 16% 17% (3%) (15%) (2%) FIS 30,290 6% 0.9 303% 212% 68% 14% (128%) (70%) (11%) (0%) IBM 135,152 28% 1.0 (8%) (14%) (17%) (7%) 183% 156% 74% 20% Infosys 36,544 7% 0.8 28% 83% 23% (3%) 147% 59% 34% 16% Intuit 35,656 7% 1.2 179% 153% 72% 22% (4%) (11%) (15%) (9%) Marsh & McLennan 41,714 9% 0.9 203% 177% 66% 23% (28%) (36%) (9%) (9%) Moodys 25,754 5% 1.3 326% 257% 52% 27% (151%) (115%) 5% (14%) Paychex 20,867 4% 1.0 146% 112% 51% (2%) 29% 29% 6% 15% TCS 77,702 16% 0.6 100% 104% (2%) 7% 75% 38% 59% 6% Market Cap Weighted Median Mean $488,998 100% 116% 102% 29% 7% 59% 40% 28% 6% 1.0 158% 145% 52% 14% 17% (3%) 5% (0%) 1.0 159% 136% 43% 11% 16% 5% 14% 3% Sources: Bloomberg, Capital IQ Notes: 1. Assumes universe of comparable companies at the intersection of technology & services and is based on the coverage universe of ADP's sellside research community and additional select comparable companies; list is filtered for ADP-like characteristics - companies presented above have at least $20B market capitalization as of 7/26/17, capital expenditure margins of less than 5%, free cash flow margins of greater than 10% and dividend payout ratios of greater than 30%. 2. Based on respective USD closing prices adjusted for corporate actions. 3. Betas are forward-looking and benchmarked on the S&P 500 with a weekly periodicity and 2-year lookback period. 4. Assumes ADP's 7/27/17 intraday price of $111.65 as of 12:00PM, which is the assumed ADP "unaffected" price; see Additional Materials page 61 for additional detail. 5. See page 9 for additional detail. Copyright 2017 ADP, LLC. 63 ADP A more human resource."#65TSR Benchmarking: HCM-Related Players (1) (2) Assumes Market Capitalization Weighting as of 7/26/17 TSR ADP vs. Comparable TSR (Assumes 7/26/17 Close Price) 1,116 0% 1.5 2,342 0% 1.5 135,152 12% 1.0 1,522 0% 0.9 35,656 3% 1.2 574,971 49% 1.1 217,370 19% 1.1 Market Cap ($M) Since Weighting Beta (3) Carlos 5 Year 3 Year 1 Year Since Carlos 5 Year 3 Year 1 Year ADP (7/26/17 close price as "unaffected") $47,384 1.0 175% 142% 57% 13% ADP + CDK (7/27/17 intraday price as "unaffected") (4)(5) $49,896 1.0 203% 166% 73% 19% Benefitfocus Cornerstone OnDemand IBM Insperity Intuit Microsoft Oracle (8%) (17%) 65% 30% 182% 84% (1%) (4%) (7%) 57% 58% 17% (8%) (14%) (17%) (7%) 183% 156% 74% 20% 266% 236% 152% (8%) (91%) (94%) (95%) 22% 179% 153% 72% 22% (4%) (11%) (15%) (9%) 231% 191% 80% 34% (56%) (50%) (23%) (20%) 75% 83% 33% 27% 101% 59% 24% (14%) Paychex 20,867 2% 1.0 146% 112% 51% (2%) 29% 29% 6% 15% Paycom Paylocity SAP The Sage Group TriNet Ultimate Software Workday (6) Market Cap Weighted Median Mean 4,162 0% 1.4 444% 50% (387%) (36%) 2,475 0% 1.5 139% 7% (82%) 6% 129,312 11% 0.8 95% 80% 36% 24% 80% 62% 21% (11%) 9,787 1% 0.8 142% 127% 54% 0% 33% 15% 3% 13% 2,369 0% 1.5 50% 47% 7% (34%) 7,007 1% 1.0 258% 149% 73% 3% (83%) (8%) (16%) 10% 21,442 2% 1.6 29% 31% 28% (18%) $1,165,551 100% 153% 130% 54% 25% 22% 12% 3% (12%) 1.1 163% 120% 51% 7% 12% 22% 6% 6% 1.2 157% 120% 79% 14% 19% 22% (22%) (1%) Sources: Bloomberg, Capital IQ Notes: 1. Assumes broad universe of comparable companies that either solely or partially compete in the HCM landscape. 2. Based on respective USD closing prices adjusted for corporate actions. 3. Betas are forward-looking and benchmarked on the S&P 500 with a weekly periodicity and 2-year lookback period. 4. Assumes ADP's 7/27/17 intraday price of $111.65 as of 12:00PM, which is the assumed ADP "unaffected" price; see Additional Materials page 61 for additional detail. 5. See page 9 for additional detail. 6. Re-weights current market capitalizations in time periods where not entire comparable company set is public. Copyright 2017 ADP, LLC. 64 ADP A more human resource.#66TSR Benchmarking: Gartner Cloud HCM MQ (1) (2) Assumes Market Capitalization Weighting as of 7/26/17 TSR ADP vs. Comparable TSR (Assumes 7/26/17 Close Price) Market Cap ($M) Weighting Beta (3) Since Carlos 5 Year 3 Year 1 Year Since Carlos 5 Year 3 Year 1 Year ADP (7/26/17 close price as "unaffected") $47,384 1.0 175% 142% 57% 13% ADP+CDK (7/27/17 intraday $49,896 1.0 203% 166% 73% 19% price as "unaffected") (4)(5) Oracle 217,370 58% 1.1 75% 83% 33% 27% 101% 59% 24% (14%) SAP 129,312 34% 0.8 95% 80% 36% 24% 80% 62% 21% (11%) Ultimate Software 7,007 2% 1.0 258% 149% 73% 3% (83%) (8%) (16%) 10% Workday 21,442 6% 1.6 29% 31% 28% (18%) Market Cap Weighted (6) $375,131 100% 86% 83% 35% 26% 89% 59% 22% (13%) Median 1.1 95% 83% 35% 26% 80% 59% 22% (12%) Mean 1.2 143% 104% 43% 21% 33% 38% 14% (8%) Sources: Bloomberg, Capital IQ Notes: 1. Publically traded companies in the Gartner "Magic Quadrant" for Cloud HCM for Midmarket and Large Enterprises. 2. Based on respective USD closing prices adjusted for corporate actions. 3. Betas are forward-looking and benchmarked on the S&P 500 with a weekly periodicity and 2-year lookback period. 4. Assumes ADP's 7/27/17 intraday price of $111.65 as of 12:00PM, which is the assumed ADP "unaffected" price; see Additional Materials page 61 for additional detail. 5. See page 9 for additional detail. 6. Re-weights current market capitalizations in time periods where not entire comparable company set is public. Copyright 2017 ADP, LLC. 65 ADP A more human resource.#67Net Change in Shares Outstanding vs. HCM-Related Players (1) Benefitfocus (1) Workday Cornerstone OnDemand Paycom Ultimate (1) ེ་སེང སེ (1) Paylocity (1) TriNet 0.5% SAP 0.1% (3) Paychex (0.8%) Microsoft (8.1%) (2) ADP (9.3%) (4) Intuit (15.7%) The Sage Group (18.3%) Oracle (18.3%) Insperity (21.2%) IBM (22.0%) Sources: Company Filings Notes: 1. Represents net reduction in shares from first filing post-IPO to 6/30/2017. 2. Represents net reduction in shares from 6/30/2011 to 6/30/2017. 3. Represents net reduction in shares from 5/31/2011 to 5/31/2017. 4. Represents net reduction in shares from 4/30/2011 to 4/30/2017. Copyright 2017 ADP, LLC. 66 4.4% 16.7% 15.3% 27.5% 24.7% 19.8% ADP A more human resource.#68ADP Continues to be Focused on Innovation Since FY11, Total Spend on Acquisitions Has Declined as Focus Shifted to Organic Innovation Pershing Square's Claim That ADP's Innovation Has Come Only Through Acquisitions Is Incorrect ADP Global Acquisitions vs. R&D Spend ($M) 1000 ■ Acquisitions ■R&D Spend 900 800 700 600 500 400 300 200 100 0 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 Number of 5 3 2 4 5 1 1 5 6 6 2 2 1 0 2 Acquisitions Copyright 2017 ADP, LLC. 67 ADP A more human resource.#69Our Technology Solutions Have Won Numerous Awards and Recognition From Industry Analysts Run Powered by ADP ADP TotalSource ADP Workforce Now ADP Vantage HCM ADP GlobalView accounting today February 2017 spotlight The 2017 Top New Products Our editors' picks for the best and most improved tools for accountants from the past year CPA Advisor Practice RATING GCROWD LEADER WINTER 2017 Utsaria 5 Gartner Leader NelsonHall Success through insight Leader BIG INNOVATION 20 16 Gartner Leader G CROWD •LEADER. WINTER 2017 WINNER 2016 AD HTECHNOLOGY COMFERENCE AWESOME NEW TECHNOLOGY 2016 LEADER CATEGORY 2017 CROWD LEADER. WINTER 2017 HR TECHNOLOGY CONFERENCE AWESOME NEW TECHNOLOGY 2016 Everest Group From insight to action. Leader constellation ShortList WINNER GetApp Gartner Leader WINNER 2016 TOP HR PRODUCT Executive WINNER 2016 * VENTANA RESEARCH 2016 Technology Innovation AWARDS Gartner Leader NelsonHall Leader Gartner Leader * jasonaverbook @jasonaverbook * Following Congrats @adp on reaching an amazing milestone of 10m users on #mobile platform - huge for #hrtech industry! - #futureofwork #HCM Gary Bragar @GaryB_NH Following ADP Demonstrates Why Service is Core Differentiator at #ADPMOTM bit.ly/2nfrUsi incl #RPO #Benefits #MPHRO @ADP #DataCloud #Mobile Holger Mueller @holgermu Following MyPOV When you have the data and #Bigdata skills you can do amazing things. Today @ADP Pay Equity Explorer Mark Smith @marksmithvr Following Our research finds 41% of orgs use 3 or more systems for Intl Payroll - looks like @adp can handle it all #ADPHCM * Permission to use quotations neither sought nor obtained. Copyright 2017 ADP, LLC. 68 ADP A more human resource.