Edgar Filing: AUTOMATIC DATA PROCESSING INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

FORM 10-Q

______________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File Number 1-5397

AUTOMATIC DATA PROCESSING, INC.

(Exact name of registrant as specified in its charter)

__________________________________

Delaware	22-1467904
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (973) 974-5000
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x The number of shares outstanding of the registrant’s common stock as of January 31, 2008 was 522,752,945.

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Automatic Data Processing, Inc. and Subsidiaries

Statements of Consolidated Earnings

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
REVENUES:
Revenues, other than interest on funds held for clients and PEO revenues	$	1,738.8		$	1,527.9		$	3,342.4		$	2,954.5
Interest on funds held for clients		162.0			142.4			316.5			277.0
PEO revenues (A)		249.3			204.0			483.2			397.6
TOTAL REVENUES		2,150.1			1,874.3			4,142.1			3,629.1

EXPENSES:
Costs of revenues:
Operating expenses		979.8			821.5			1,888.1			1,625.0
Systems development and programming costs		128.8			119.6			253.1			233.5
Depreciation and amortization		59.6			50.7			119.0			100.9
TOTAL COSTS OF REVENUES		1,168.2			991.8			2,260.2			1,959.4

Selling, general and administrative expenses		554.5			514.6			1,088.1			1,007.2
Interest expense		30.7			32.3			60.1			67.7
TOTAL EXPENSES		1,753.4			1,538.7			3,408.4			3,034.3

Other income, net		(43.9	)		(59.9	)		(88.4	)		(149.9	)

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		440.6			395.5			822.1			744.7

Provision for income taxes		149.0			147.5			290.1			277.6

NET EARNINGS FROM CONTINUING OPERATIONS	$	291.6		$	248.0		$	532.0		$	467.1

Earnings (loss) from discontinued operations, net of provision (benefit) for income taxes of $(0.4) and $25.1 for the three months ended December 31, 2007 and 2006, respectively, and $30.8 and $50.3 for the six months ended December 31, 2007 and 2006, respectively		(0.4	)		49.7			56.5			88.0

NET EARNINGS	$	291.2		$	297.7		$	588.5		$	555.1

Basic Earnings Per Share from Continuing Operations	$	0.56		$	0.45		$	1.01		$	0.85
Basic Earnings Per Share from Discontinued Operations		—			0.09			0.11			0.16
BASIC EARNINGS PER SHARE	$	0.56		$	0.54		$	1.12		$	1.01

Diluted Earnings Per Share from Continuing Operations	$	0.55		$	0.45		$	1.00		$	0.84
Diluted Earnings Per Share from Discontinued Operations		—			0.09			0.11			0.16
DILUTED EARNINGS PER SHARE	$	0.55		$	0.54		$	1.10		$	1.00

Basic weighted average shares outstanding		523.1			548.5			525.7			551.4
Diluted weighted average shares outstanding		530.4			555.3			532.9			557.9

Dividends declared per common share	$	0.2900		$	0.2300		$	0.5200		$	0.4150

(A) Professional Employer Organization (“PEO”) revenues are net of direct pass-through costs, primarily consisting of payroll wages and payroll taxes, of $2,964.9 and $2,442.5 for the three months ended December 31, 2007 and 2006, respectively, and $5,369.1 and $4,345.3 for the six months ended December 31, 2007 and 2006, respectively.

See notes to the consolidated financial statements.

Automatic Data Processing, Inc. and Subsidiaries

Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)

	December 31,			June 30,
Assets	2007			2007
Current assets:
Cash and cash equivalents	$	1,320.5		$	1,746.1
Short-term marketable securities		20.8			70.4
Accounts receivable, net		1,069.8			1,041.9
Other current assets		680.1			448.1
Assets of discontinued operations		—			57.7
Total current assets		3,091.2			3,364.2
Long-term marketable securities		68.2			68.1
Long-term receivables, net		231.5			226.5
Property, plant and equipment, net		731.0			723.8
Other assets		829.4			735.5
Goodwill		2,415.7			2,353.6
Intangible assets, net		678.9			688.0
Total assets before funds held for clients		8,045.9			8,159.7
Funds held for clients		19,499.8			18,489.2
Total assets	$	27,545.7		$	26,648.9

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	96.0		$	125.9
Accrued expenses and other current liabilities		1,493.4			1,527.1
Income taxes payable		163.5			118.7
Liabilities of discontinued operations		—			19.1
Total current liabilities		1,752.9			1,790.8
Long-term debt		36.7			43.5
Other liabilities		582.3			390.5
Deferred income taxes		184.1			127.7
Long-term deferred revenues		487.8			475.5
Total liabilities before client funds obligations		3,043.8			2,828.0
Client funds obligations		19,324.3			18,673.0
Total liabilities		22,368.1			21,501.0

Stockholders’ equity:
Preferred stock, $1.00 par value:
Authorized, 0.3 shares; issued, none		—			—
Common stock, $0.10 par value:
Authorized, 1,000.0 shares; issued 638.7shares at December 31, 2007 and June 30, 2007;outstanding, 521.4 and 535.8 shares at December 31, 2007and June 30, 2007, respectively		63.9			63.9
Capital in excess of par value		436.9			351.8
Retained earnings		9,684.5			9,378.5
Treasury stock- at cost: 117.3 and 102.9 shares at December 31, 2007 and June 30, 2007, respectively		(5,324.8	)		(4,612.9	)
Accumulated other comprehensive income (loss)		317.1			(33.4	)
Total stockholders’ equity		5,177.6			5,147.9
Total liabilities and stockholders’ equity	$	27,545.7		$	26,648.9

See notes to the consolidated financial statements.

Automatic Data Processing, Inc. and Subsidiaries

Statements of Consolidated Cash Flows

(In millions)

(Unaudited)

	Six Months Ended
	December 31,
	2007			2006
Cash Flows from Operating Activities:
Net earnings	$	588.5		$	555.1
Adjustments to reconcile net earnings to cash flows provided by operating activities:
Gain on sale of cost-based investment		—			(38.6	)
Depreciation and amortization		167.6			146.8
Deferred income taxes		(33.9	)		1.3
Stock-based compensation expense		63.4			70.3
Net pension expense		19.2			20.2
Net realized gain from the sales of marketable securities		(0.1	)		(17.9	)
Amortization of premiums and discounts on available-for-sale securities		18.0			21.7
Gain on sale of discontinued businesses, net of tax		(56.5	)		(12.6	)
Other		60.6			21.5
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses:
Increase in accounts receivable		(13.6	)		(151.5	)
Increase in other assets		(79.7	)		(88.3	)
Decrease in accounts payable		(19.0	)		(26.1	)
Decrease in accrued expenses and other liabilities		(117.2	)		(170.1	)
Operating activities of discontinued operations		—			165.6
Net cash flows provided by operating activities		597.3			497.4

Cash Flows from Investing Activities:
Purchases of marketable securities		(3,291.1	)		(2,468.1	)
Proceeds from the sales and maturities of marketable securities		2,387.4			2,614.3
Net proceeds from (purchases of) client funds securities		400.5			(4,044.7	)
Net increase in client funds obligations		538.9			4,188.3
Capital expenditures		(90.3	)		(80.2	)
Additions to intangibles		(47.1	)		(98.7	)
Acquisitions of businesses, net of cash acquired		(80.4	)		(369.2	)
Proceeds from the sale of cost-based investment		—			38.6
Other		9.0			9.2
Proceeds from the sale of businesses included in discontinued operations, net of cash divested		102.7			13.2
Investing activities of discontinued operations		—			(12.0	)
Net cash flows used in investing activities		(70.4	)		(209.3	)

Cash Flows from Financing Activities:
Proceeds from issuance of notes		0.2			0.3
Payments of debt		(7.3	)		(1.2	)
Repurchases of common stock		(881.4	)		(872.0	)
Proceeds from stock purchase plan and exercises of stock options		130.5			147.9
Dividends paid		(250.3	)		(207.9	)
Financing activities of discontinued operations		—			30.7
Net cash flows used in financing activities		(1,008.3	)		(902.2	)

Effect of exchange rate changes on cash and cash equivalents		41.1			8.2

Net change in cash and cash equivalents		(440.3	)		(605.9	)

Cash and cash equivalents of continuing operations, beginning of period		1,746.1			1,800.1
Cash and cash equivalents of discontinued operations, beginning of period		14.7			100.5

Cash and cash equivalents, end of period		1,320.5		1,294.7

Less cash and cash equivalents of discontinued operations, end of period		—		147.2

Cash and cash equivalents of continuing operations, end of period	$	1,320.5	$	1,147.5

See notes to the consolidated financial statements.

Automatic Data Processing, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Tabular dollars in millions, except per share amounts)

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. Adjustments are of a normal recurring nature. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes of Automatic Data Processing, Inc. and subsidiaries (“ADP” or the “Company”) as of and for the year ended June 30, 2007. The results of operations for the three and six months ended December 31, 2007 may not be indicative of the results to be expected for the fiscal year ending June 30, 2008.

Note 2. Divestitures

On June 30, 2007, the Company entered into a definitive agreement to sell its Travel Clearing business for approximately $116.0 million in cash. The Company completed the sale of its Travel Clearing business on July 6, 2007. The Travel Clearing business was previously reported in the “Other” segment. In connection with the disposal of this business, the Company has classified the results of this business as discontinued operations for all periods presented. Additionally, during the six months ended December 31, 2007, the Company reported a gain of $88.5 million, or $57.2 million after taxes, exclusive of a working capital adjustment, within earnings (loss) from discontinued operations on the Statements of Consolidated Earnings. In January 2008, the Company resolved all remaining contingencies related to the sale and received an additional payment of $7.2 million, which represented the final purchase price adjustment for the sale of the Travel Clearing business. The Company will record this amount as an additional gain within earnings from discontinued operations during the three months ended March 31, 2008.

On March 30, 2007, the Company completed the tax free spin-off of its former Brokerage Services Group business, comprised of Brokerage Services and Securities Clearing and Outsourcing Services, into an independent publicly traded company called Broadridge Financial Solutions, Inc. (“Broadridge”). As a result of the spin-off, ADP stockholders of record on March 23, 2007 (the “record date”) received one share of Broadridge common stock for every four shares of ADP common stock held by them on the record date and cash for any fractional shares of Broadridge common stock. ADP distributed approximately 138.8 million shares of Broadridge common stock in the distribution. The spin-off was made without the payment of any consideration or the exchange of any shares by ADP stockholders. The Company has classified the results of operations of the spun-off business as discontinued operations for all periods presented.

On January 23, 2007, the Company completed the sale of Sandy Corporation, a business within the Dealer Services segment, which specializes in sales and marketing training, for approximately $4.0 million in cash and the assumption of certain liabilities by the buyer, plus an additional earn-out payment if certain revenue targets are achieved. During the fiscal year ended June 30, 2007, the Company reported a gain of $11.2 million, or $6.9 million after tax, within earnings (loss) from discontinued operations on the Statements of Consolidated Earnings. The Company has classified the results of operations of this business as discontinued operations for all periods presented.

During the three months ended December 31, 2007, the Company recorded a charge of $0.7 million, net of taxes, within earnings (loss) from discontinued operations related to professional fees incurred in connection with the divestitures of businesses.

Operating results of these discontinued operations were as follows:

	Three Months Ended					Six Months Ended
	December 31,					December 31,
	2007			2006		2007		2006

Revenues	$	—		$	459.5	$	—	$	922.3

Earnings from discontinued operations before income taxes		—			61.6		—		125.1
Provision for income taxes		—			24.5		—		49.7
Net earnings from discontinued operations before gain on disposal of discontinued operations		—			37.1		—		75.4
Gain (loss) on disposal of discontinued operations, net of provision for income taxes of $(0.4) and $0.6 for the three months ended December 31,2007 and 2006, respectively, and $30.8 and $0.6 for the six months ended December 31, 2007 and 2006, respectively		(0.4	)		12.6		56.5		12.6
Net earnings (loss) from discontinued operations	$	(0.4	)	$	49.7	$	56.5	$	88.0

There were no assets or liabilities of discontinued operations as of December 31, 2007. The following are the major classes of assets and liabilities related to the discontinued operations as of June 30, 2007:

	June 30,
	2007
Assets:
Cash	$	14.7
Accounts receivable, net		12.7
Property, plant and equipment, net		5.3
Goodwill		10.1
Intangible assets, net		9.6
Other assets		5.3

Total	$	57.7

Liabilities:
Accrued expenses	$	15.9
Income taxes payable		1.4
Other liabilities		1.8

Total	$	19.1

Note 3. New Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R establishes principles and requirements for how the acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any controlling interest in the business and the goodwill acquired. SFAS No. 141R further requires that acquisition-related costs and costs associated with restructuring or exiting activities of an acquired entity will be expensed as incurred. SFAS No. 141R also establishes disclosure requirements which will require disclosure of the nature and financial effects of the business combination. SFAS No. 141R will impact business combinations for the Company that may be completed on or after July 1, 2009. The Company cannot anticipa te whether the adoption of SFAS No. 141R will have a material impact on its results of operations and financial condition as the impact is solely dependent on whether the Company enters into a business combination after July 1, 2009 and the terms of such a transaction.

In December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 will impact business combinations for the Company that may be completed on or after July 1, 2009. Currently, the Company does not anticipate the adoption of SFAS No. 160 will have a material impact on its results of operations and financial condition.

In March 2007, the FASB ratified EITF Issue No. 06-11 (“EITF 06-11”), “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF 06-11 requires companies to recognize, as an increase to additional paid-in capital, the income tax benefit realized from dividends or dividend equivalents that are charged to retained earnings and paid to employees for non-vested equity-classified employee share-based payment awards. EITF 06-11 is effective for fiscal years beginning after September 15, 2007. The Company does not expect EITF 06-11 to have a material impact on its results of operations or cash flows.

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. This statement provides companies with an option to measure selected financial assets and liabilities at fair value. The Company is currently evaluating the effect that the adoption of SFAS No. 159 will have, if any, on its consolidated results of operations and financial condition.

In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“SFAS No. 157”). This statement clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company believes that the adoption of SFAS No. 157 will not have a material effect on its consolidated results of operations, cash flows or financial condition.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 applies to all tax positions accounted for under SFAS No. 109, “Accounting for Income Taxes” and defines the confidence level that a tax position must meet in order to be recognized in the financial statements. The interpretation requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If a tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are to be recognized. The Company adopted the provisions of FIN 48 as of July 1, 2007, which resulted in a decrease to stockholders’ equity of $11.7 million (see Note 16).

Note 4. Acquisitions

The Company acquired three businesses during the six months ended December 31, 2007 for approximately $40.5 million, net of cash acquired. These acquisitions resulted in approximately $22.8 million of goodwill. Intangible assets acquired, which totaled approximately $18.0 million, consisted primarily of customer contracts and lists and software that are being amortized over a weighted average life of 10 years. The acquisitions were not material, either individually or in the aggregate, to the Company's operations, financial position or cash flows. The Company also made $39.9 million of contingent payments during the six months ended December 31, 2007, relating to previously consummated acquisitions.

Note 5. Earnings per Share (“EPS”)

	Basic		Effect of Zero Coupon Subordinated Notes		Effect of Employee Stock Option Shares		Effect of Employee Stock Purchase Plan Shares		Effect of Employee Restricted Stock Shares		Diluted

Three months ended December 31,

2007
Net earnings from continuing operations	$	291.6	$	—	$	—	$	—	$	—	$	291.6
Weighted average shares (in millions)		523.1				5.6		0.6		1.1		530.4
EPS from continuing operations	$	0.56									$	0.55

2006
Net earnings from continuing operations	$	248.0	$	0.4	$	—	$	—	$	—	$	248.4
Weighted average shares (in millions)		548.5		1.1		4.8		0.6		0.3		555.3
EPS from continuing operations	$	0.45									$	0.45

Six months ended December 31,

2007
Net earnings from continuing operations	$	532.0	$	—	$	—	$	—	$	—	$	532.0
Weighted average shares (in millions)		525.7				5.6		0.6		1.0		532.9
EPS from continuing operations	$	1.01									$	1.00

2006
Net earnings from continuing operations	$	467.1	$	0.8	$	—	$	—	$	—	$	467.9
Weighted average shares (in millions)		551.4		1.1		4.1		0.5		0.8		557.9
EPS from continuing operations	$	0.85									$	0.84

Options to purchase 6.9 million and 21.5 million shares of common stock for the three months ended December 31, 2007 and 2006, respectively, and 6.9 million and 24.9 million shares of common stock for the six months ended December 31, 2007 and 2006, respectively, were excluded from the calculation of diluted earnings per share because their exercise prices exceeded the average market price of outstanding common shares for the respective period.

Note 6. Fair Value Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with SFAS No. 123R, “Share-Based Payment” (“SFAS No. 123R”), which requires the measurement of stock-based compensation expense to be recognized in net earnings based on the fair value of the award on the date of grant. Stock-based compensation consists of the following:

•

Stock Options. Stock options are granted to employees at exercise prices equal to the fair market value of the Company’s common stock on the dates of grant. Stock options are issued under a grade vesting schedule, generally vest ratably over five years and have a term of 10 years. Compensation expense for stock options is recognized over the requisite service period for each separately vesting portion of the stock option award. In the fiscal year ended June 30, 2007, the Company reduced the number of stock options issued to employees and replaced these awards with the issuance of performance-based restricted stock.

•

Employee Stock Purchase Plan. The Company offers an employee stock purchase plan that allows eligible employees to purchase shares of common stock at a price equal to 85% of the market value for the common stock at the date the purchase price for the offering is determined. Compensation expense for the employee stock purchase plan is recognized on a straight-line basis over the vesting period of 24 months.

•

Restricted Stock.

Time-Based Restricted Stock. The Company has a time-based restricted stock program under which shares of common stock have been issued to certain key employees. These shares are restricted as to transfer and in certain circumstances must be returned to the Company at the original purchase price. The Company records stock compensation expense relating to the issuance of time-based restricted stock over the period during which the transfer restrictions exist, which is up to five years from the date of grant. The value of the Company’s time-based restricted stock, based on market prices on the date of grant, is recognized as compensation expense over the restriction period on a straight-line basis.

Performance-Based Restricted Stock. In the fiscal year ended June 30, 2007, the Company revised its stock-based compensation programs for non-executives, and began awarding two-year performance-based restricted stock in place of stock options. In addition, in the fiscal year ended June 30, 2007, the existing time-based restricted stock program for key employees was largely eliminated and replaced by two-year performance-based restricted stock on a prospective basis. The performance-based restricted stock program contains a two-year performance period and a subsequent six-month service period. Under this program, the Company communicates “target awards” to employees at the beginning of a performance period and, as such, dividends are not paid in respect of the “target awards” during the performance period. After the two-year performance period, if the performance targets are achieved, associates are eligible to receive dividends on any shares awarded under the program. The performance target is based on EPS growth over the performance period with possible payouts ranging from 0% to 125% of the “target awards”. SFAS No. 123R requires the measurement of stock-based compensation based upon the fair value of the award on the grant date. Compensation expense is recognized on a straight-line basis over the vesting term of approximately 30 months based upon the probable performance target that will be met.

The Company currently utilizes treasury stock to satisfy stock option exercises, issuances under the Company’s employee stock purchase plan and restricted stock awards. Stock-based compensation expense of $34.5 million and $37.7 million was recognized in earnings from continuing operations for the three months ended December 31, 2007 and 2006, respectively, as well as related tax benefits of $10.6 million and $11.4 million, respectively. Stock-based compensation expense of $63.4 million and $70.3 million was recognized in earnings from continuing operations for the six months ended December 31, 2007 and 2006, respectively, as well as related tax benefits of $19.1 million and $20.9 million, respectively.

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2007		2006		2007		2006

Operating expenses	$	6.8	$	6.7	$	12.1	$	11.7
Selling, general and administrative expenses		21.6		24.0		40.5		46.6
System development and programming costs		6.1		7.0		10.8		12.0
Total pretax stock-based compensation expense included in continuing operations	$	34.5	$	37.7	$	63.4	$	70.3
Total pretax stock-based compensation expense included in discontinued operations		—		6.7		—		12.6
Total pretax stock-based compensation expense	$	34.5	$	44.4	$	63.4	$	82.9

As of December 31, 2007, the total remaining unrecognized compensation cost related to non-vested stock options, the employee stock purchase plan and restricted stock awards amounted to $49.5 million, $10.4 million and $110.7 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 1.9 years, 1.0 years and 1.8 years, respectively.

During the six months ended December 31, 2007, the following activity occurred under our existing plans:

Stock Options:

	Number of Options (in thousands)		Weighted Average Price (in dollars)

Options outstanding at July 1, 2007	53,786		$	40
Options granted	304		$	47
Options exercised	(2,858	)	$	34
Options canceled	(880	)	$	41

Options outstanding at December 31, 2007	50,352		$	41

Performance-Based Restricted Stock:

	Number of Shares (in thousands)

Restricted shares outstanding at July 1, 2007	1,711
Restricted shares granted	1,487
Restricted shares vested	(122	)
Restricted shares forfeited	(51	)


Restricted shares outstanding at December 31, 2007	3,025

The fair value of each stock option issued prior to January 1, 2005 was estimated on the date of grant using a Black-Scholes option pricing model. For stock options issued on or after January 1, 2005, the fair value of each stock option was estimated on the date of grant using a binomial option pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company’s stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected l ife of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding.

The following assumptions were used to determine the fair values estimated at the date of grant for stock options:

	Six Months Ended
	December 31,
	2007			2006
Risk-free interest rate		3.9-4.6	%		4.7-5.4	%
Dividend yield		1.7	%		1.6	%
Weighted average volatility factor		24.5	%		24.5-24.7	%
Weighted average expected life (in years)		5.0			5.6
Weighted average fair value (in dollars)	$	11.24		$	11.13

Note 7. Other Income, net

	Three Months Ended December 31,						Six Months Ended December 31,
	2007			2006			2007			2006
Interest income on corporate funds	$	(43.2	)	$	(41.8	)	$	(87.1	)	$	(93.4	)
Gain on sale of investment		—			—			—			(38.6	)
Realized gains on available-for-sale securities		(0.8	)		(19.7	)		(5.4	)		(20.1	)
Realized losses on available-for-sale securities		0.7			1.6			5.3			2.2
Other, net		(0.6	)		—			(1.2	)		—

Other income, net	$	(43.9	)	$	(59.9	)	$	(88.4	)	$	(149.9	)

Proceeds from sales and maturities of available-for-sale securities were $2,387.4 million and $2,614.3 million for the six months ended December 31, 2007 and 2006, respectively.

During the six months ended December 31, 2006, the Company sold a minority investment that was previously accounted for using the cost basis. The Company’s sale of this investment resulted in a gain of approximately $38.6 million.

The Company has an outsourcing agreement with Broadridge pursuant to which the Company will continue to provide data center outsourcing, principally information technology services and service delivery network services, to Broadridge in the same capacity post-spin as had been provided pre-spin. As a result of the outsourcing agreement, the Company recognized income of $26.6 million and $52.8 million for the three and six months ended December 31, 2007, respectively, and recognized expenses directly associated with providing such services of $26.0 million and $51.6 million, respectively, both of which were recorded in other income, net, on the Statements of Consolidated Earnings. The Company had a $9.1 million and $9.6 million receivable from Broadridge for the services under this agreement within accounts receivable on the Consolidated Balance Sheets as of December 31, 2007 and June 30, 2007, respectively.

Note 8. Comprehensive Income

	Three Months Ended					Six Months Ended
	December 31,					December 31,
	2007		2006			2007		2006
Net earnings	$	291.2	$	297.7		$	588.5	$	555.1
Other comprehensive income:
Foreign currency translation adjustments		111.5		10.3			115.6		31.9
Unrealized net gain (loss) on available-for-sale securities, net of tax		123.2		(10.0	)		231.7		111.1
Pension benefit plans adjustment		1.6		—			3.2		—
Comprehensive income	$	527.5	$	298.0		$	939.0	$	698.1

Note 9. Interim Financial Data by Segment

In the fiscal year ended June 30, 2007, the Company implemented several key changes to its operations, including the spin-off of its Brokerage Services Group business on March 30, 2007. In addition, there were changes in the Company’s executive management team. As a result of these changes, the Company reassessed its reportable segments under SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” and determined that PEO Services should be a reportable segment in addition to Employer Services and Dealer Services. Based upon similar economic characteristics and operational characteristics, the Company’s strategic business units have been aggregated into the following three reportable segments: Employer Services, PEO Services and Dealer Services. The Company has restated its previously reported segment results for all periods presented to reflect this change in the Company’s reportable segments. The primary components of “Other” are miscellaneous processing services, and corporate allocations and expenses, including stock-based compensation expense. Certain revenues and expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are recorded based on management responsibility.

The prior year reportable segments’ revenues and earnings from continuing operations before income taxes have been adjusted to reflect updated budgeted foreign exchange rates for the fiscal year ending June 30, 2008. In addition, in the three months ended December 31, 2006, the Company previously reported certain payroll processing revenues and earnings in the Other segment. Based upon a change in the manner in which management views these revenues and earnings, such services have been reported in the Employer Services segment in the three months ended December 31, 2007. As a result, revenues of $20.7 million and earnings from continuing operations of $20.7 million were reclassified from the Other segment to the Employer Services segment for the three months ended December 31, 2006 in order to conform to the current period presentation.

There is a reconciling item for the difference between actual interest income earned on invested funds held for clients and interest credited to Employer Services and PEO Services at a standard rate of 4.5%. The reportable segments’ results also include an internal cost of capital charge related to the funding of acquisitions and other investments. All of these adjustments/charges are reconciling items to the Company’s reportable segments’ revenues and/or earnings from continuing operations before income taxes and results in the elimination of these adjustments/charges in consolidation.

Segment Results:

Revenues

	Three Months Ended December 31,					Six Months Ended December 31,
	2007		2006			2007		2006

Employer Services	$	1,526.4	$	1,378.1		$	2,947.1	$	2,658.0
PEO Services		251.1		205.5			486.8		400.4
Dealer Services		340.3		310.7			666.0		612.5
Other		1.0		0.1			0.3		0.3
Reconciling items:
Foreign exchange		29.8		(14.7	)		37.0		(30.2	)
Client fund interest		1.5		(5.4	)		4.9		(11.9	)
Total	$	2,150.1	$	1,874.3		$	4,142.1	$	3,629.1

	Earnings from Continuing Operations Before Income Taxes
	Three Months Ended December 31,						Six Months Ended December 31,
	2007			2006			2007			2006

Employer Services	$	380.0		$	333.9		$	698.1		$	613.7
PEO Services		26.4			22.1			51.4			37.8
Dealer Services		56.5			48.9			107.0			93.7
Other		(54.9	)		(30.4	)		(100.4	)		(40.2	)
Reconciling items:
Foreign exchange		4.2			(1.9	)		4.7			(3.1	)
Client fund interest		1.5			(5.4	)		4.9			(11.9	)
Cost of capital charge		26.9			28.3			56.4			54.7
Total	$	440.6		$	395.5		$	822.1		$	744.7

Note 10. Corporate Investments and Funds Held for Clients

Corporate investments and funds held for clients at December 31, 2007 and June 30, 2007 are as follows:

	December 31, 2007
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Type of issue:
Money market securities and other cash equivalents	$	6,135.8	$	—	$	—		$	6,135.8
Available-for-sale securities:
U.S. Treasury and direct obligations of U.S. government agencies		6,248.6		104.2		(2.3	)		6,350.5
Corporate bonds		3,783.4		50.6		(7.8	)		3,826.2
Asset-backed securities		1,921.2		20.4		(4.4	)		1,937.2
Canadian government obligations and Canadian government agency obligations		1,153.9		4.8		(3.7	)		1,155.0
Other debt securities		1,489.9		17.7		(3.0	)		1,504.6

Total available-for-sale securities		14,597.0		197.7		(21.2	)		14,773.5

Total corporate investments and funds held for clients	$	20,732.8	$	197.7	$	(21.2	)	$	20,909.3

June 30, 2007

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair Value

Type of issue:

Money market securities and other cash equivalents	$	7,004.4	$	—	$	—		$	7,004.4
Available-for-sale securities:
U.S. Treasury and direct obligations of U.S. government agencies		6,010.9		1.7		(90.0	)		5,922.6
Corporate bonds		3,388.6		2.0		(38.2	)		3,352.4
Asset-backed securities		1,906.5		0.6		(21.1	)		1,886.0
Canadian government obligations and Canadian government agency obligations		1,042.5		0.2		(22.3	)		1,020.4
Other debt securities		1,205.8		0.7		(18.5	)		1,188.0

Total available-for-sale securities		13,554.3		5.2		(190.1	)		13,369.4

Total corporate investments and funds held for clients	$	20,558.7	$	5.2	$	(190.1	)	$	20,373.8

Classification of corporate investments on the Consolidated Balance Sheets is as follows:

	December 31,		June 30,
	2007		2007

Corporate investments:
Cash and cash equivalents	$	1,320.5	$	1,746.1
Short-term marketable securities		20.8		70.4
Long-term marketable securities		68.2		68.1
Total corporate investments	$	1,409.5	$	1,884.6

Funds held for clients represent assets that are used solely for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services, which are classified as client funds obligations on our Consolidated Balance Sheets. Funds held for clients represent investments that have been invested in the following categories:

	December 31,		June 30,
	2007		2007

Funds held for clients:
Cash and cash equivalents	$	4,668.9	$	5,189.2
Short-term marketable securities		2,451.7		2,403.2
Long-term marketable securities		12,232.8		10,827.7
Other		146.4		69.1
Total funds held for clients	$	19,499.8	$	18,489.2

The Company has reported a liability within client funds obligations on the Consolidated Balance Sheet for the remittance of the funds held for clients to the employees of the Company’s clients or to the federal, state or local tax authorities. The client funds obligation, which represents a liability that will be repaid within one year of the balance sheet date, totaled $19,324.3 million and $18,673.0 million as of December 31, 2007 and June 30, 2007, respectively. The Company’s investment portfolio over time, the Company utilizes a strategy to extend the maturities of its investment portfolio for funds held for clients and employs short-term financing arrangements to satisfy its short-term funding requirements relating to client funds obligations.

At December 31, 2007 approximately 95% of the available-for-sale securities held a AAA or AA rating, as rated by Moody’s, Standard & Poor’s and, for Canadian securities, Dominion Bond Rating Service.

ADP’s investment portfolio does not include any asset-backed securities with underlying collateral of sub-prime mortgages or home equity loans, nor does it contain any collateralized debt obligations (CDOs) or collateralized loan obligations (CLOs). ADP’s investment portfolio does include senior tranches of AAA-rated, fixed rate credit card, auto loan, and other asset-backed securities.

The Company believes that its available-for-sale securities that have fair values below cost are not other-than-temporarily impaired since it is probable that principal and interest would be collected in accordance with contractual terms, and that the decline in the market value was due to changes in interest rates and not changes in credit risk. The Company currently believes that it has the ability to hold these investments until the earlier of market price recovery and/or maturity and currently intends to do so. The Company’s assessment that an investment is not other-than-temporarily impaired could change in the future due to new developments or changes in the Company’s strategies or assumptions related to any particular investment.

Expected maturities of available-for-sale securities at December 31, 2007 are as follows:

Due in one year or less	$	2,471.6
Due after one year to two years		2,377.5
Due after two years to three years		2,778.2
Due after three years to four years		3,143.6
Due after four years		4,002.6

Total available-for-sale securities	$	14,773.5

Note 11. Goodwill and Intangible Assets, net

Changes in goodwill for the six months ended December 31, 2007 are as follows:

	Employer			PEO		Dealer
	Services			Services		Services			Total

Balance as of June 30, 2007	$	1,576.6		$	4.8	$	772.2		$	2,353.6
Additions		—			—		22.8			22.8
Currency translation adjustments		34.5			—		17.7			52.2
Purchase price adjustments		(11.1	)		—		(1.8	)		(12.9	)

Balance as of December 31, 2007	$	1,600.0		$	4.8	$	810.9		$	2,415.7

Components of intangible assets, net, are as follows:

	December 31,			June 30,
	2007			2007
Intangible assets:
Software and software licenses	$	978.5		$	947.0
Customer contracts and lists		751.1			712.0
Other intangibles		245.5			245.6
		1,975.1			1,904.6
Less accumulated amortization:
Software and software licenses		(737.6	)		(694.5	)
Customer contracts and lists		(382.4	)		(349.6	)
Other intangibles		(176.2	)		(172.5	)
		(1,296.2	)		(1,216.6	)
Intangible assets, net	$	678.9		$	688.0

Other intangibles consist primarily of purchased rights, covenants, patents and trademarks (acquired directly or through acquisitions). All of the intangible assets have finite lives and, as such, are subject to amortization. The weighted average remaining useful life of the intangible assets is 8 years (4 years for software and software licenses, 11 years for customer contracts and lists, and 10 years for other intangibles). Amortization of intangible assets totaled $33.2 million and $35.8 million for the three months ended December 31, 2007 and 2006, respectively, and totaled $67.3 million and $68.6 million for the six months ended December 31, 2007 and 2006, respectively. Estimated amortization expense of the Company’s existing intangible assets for the remaining six months of the fiscal year ending June 30, 2008 and the subsequent five fiscal years are as follows:

	Amount
2008	$	75.1
2009	$	140.2
2010	$	105.7
2011	$	74.5
2012	$	66.0
2013	$	41.9

Note 12. Allowance for Doubtful Accounts

The allowance for doubtful accounts was $35.6 million and $30.8 million at December 31, 2007 and June 30, 2007, respectively.

Note 13. Short-term Financing

In June 2007, the Company entered into a $1.75 billion, 364-day credit agreement with a group of lenders. The 364-day facility replaced the Company’s prior $1.75 billion 364-day facility. The Company also has a $1.5 billion credit facility and a $2.25 billion credit facility that mature in June 2010 and June 2011, respectively. The five-year facilities contain accordion features under which the aggregate commitments can each be increased by $500.0 million, subject to the availability of additional commitments. The interest rate applicable to the borrowings is tied to LIBOR or prime rate depending on the notification provided by the Company to the syndicated financial institutions prior to borrowing. The Company is also required to pay facility fees on the credit agreements. The primary uses of the credit facilities are to provide liquidity to the commercial paper program and to provide funding for general corporate purposes, if necessary. The Company had no borrowings through December 31, 2007 under the credit facilities.

The Company maintains a U.S. short-term commercial paper program providing for the issuance of up to $5.5 billion in aggregate maturity value of commercial paper at the Company’s discretion. The Company’s commercial paper program is rated A-1+ by Standard and Poor’s and Prime-1 by Moody’s. These ratings denote the highest quality commercial paper securities. Maturities of commercial paper can range from overnight to up to 364 days. At December 31, 2007 and June 30, 2007, there was no commercial paper outstanding. For both the three months ended December 31, 2007 and 2006, the Company’s average borrowings were $2.1 billion at a weighted average interest rate of 4.6% and 5.3%, respectively. For the six months ended December 31, 2007 and 2006, the Company’s average borrowings were $2.0 billion and $2.2 billion, respectively, at a weighted average interest rate of 4.9% and 5.3%, respectively. The weighted average maturity of the Company’s commercial paper during the three and six months ended December 31, 2007 and 2006 was less than two days for each period.

The Company’s U.S. and Canadian short-term funding requirements related to client funds obligations are sometimes satisfied on a secured basis through the use of reverse repurchase agreements, which are collateralized principally by government and government agency securities. These agreements generally have terms ranging from overnight to up to five business days. At December 31, 2007 and June 30, 2007, there were no outstanding obligations under reverse repurchase agreements. For the three months ended December 31, 2007 and 2006, the Company had average outstanding balances under reverse repurchase agreements of $285.8 million and $113.5 million, respectively, at a weighted average interest rate of 4.4% and 4.3%, respectively. For the six months ended December 31, 2007 and 2006, the Company had average outstanding balances under reverse repurchase agreements of $314.7 million and $128.2 million, respectively, at a weighted ave rage interest rate of 4.5% and 4.4%, respectively.

Note 14. Pension Plans

The components of net pension expense were as follows:

	Three months ended December 31,						Six months ended December 31,
	2007			2006			2007			2006
Service cost – benefits earned during the period	$	11.3		$	10.8		$	22.6		$	21.7
Interest cost on projected benefits		12.6			12.1			25.1			24.2
Expected return on plan assets		(16.8	)		(15.2	)		(33.6	)		(30.5	)
Net amortization and deferral		2.5			3.6			5.1			7.2
Net pension expense	$	9.6		$	11.3		$	19.2		$	22.6

Net pension expense for the three and six months ended December 31, 2006 includes $1.2 million and $2.4 million, respectively, reported within earnings (loss) from discontinued operations on the Statements of Consolidated Earnings.

There is no minimum required contribution to the Company’s pension plans during the fiscal year ending June 30, 2008. During the six months ended December 31, 2007, the Company made $51.7 million in contributions to the pension plans and expects to contribute an additional $1.7 million during the fiscal year ending June 30, 2008.

Note 15. Commitments and Contingencies

The Company is subject to various claims and litigation in the normal course of business. The Company does not believe that the resolution of these matters will have a material impact on the consolidated financial statements.

It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company uses derivative financial instruments as risk management tools and not for trading purposes. In the normal course of business, the Company also enters into contracts in which it makes representations and warranties that relate to the performance of its products and services. The Company does not expect any material losses related to such representations and warranties.

Note 16. Income Taxes

On July 1, 2007, the Company adopted the provisions of FIN 48. As a result of the adoption, the Company recorded a net decrease to retained earnings of $11.7 million, as well as a corresponding increase to other liabilities on the Consolidated Balance Sheets. Among other things, FIN 48 requires that a liability associated with an unrecognized tax benefit be classified as a long-term liability, except for the amount for which a cash payment is anticipated within one year. Therefore, upon adoption, $100.6 million of tax liabilities were reclassified from other current liabilities to other liabilities on the Consolidated Balance Sheets.

As of July 1, 2007, the Company’s liabilities for unrecognized tax benefits, which include interest and penalties, were $350.2 million. The amount that, if recognized, would impact the effective tax rate is $152.0 million. The remainder, if recognized, would principally affect deferred taxes.

As of December 31, 2007, the Company’s liabilities for unrecognized tax benefits, which include interest and penalties, were $372.1 million. The amount that, if recognized, would impact the effective tax rate is $152.6 million. The remainder, if recognized, would principally affect deferred taxes.

Subsequent to the adoption of FIN 48, interest expense and penalties associated with uncertain tax positions have been recorded in the provision for income taxes on the Statements of Consolidated Earnings. Prior to the adoption of FIN 48, interest expense was recorded in selling, general and administrative expenses. During the six months ended December 31, 2007 and 2006, the Company recorded interest expense of $11.0 million and $4.7 million, respectively. At July 1, 2007, the Company had accrued interest of $97.6 million, recorded within other liabilities on the Consolidated Balance Sheets. At December 31, 2007, the Company had accrued interest of $107.6 million recorded on the Consolidated Balance Sheets, of which $38.2 million was recorded within income taxes payable, and the remainder was recorded within other liabilities. At July 1, 2007, the Company had accrued penalties of $19.8 million recorded within other liabilities on the Consolidated Balance Sheets. At December 31, 2007, the Company had accrued penalties of $19.5 million, of which $14.8 million was recorded within income taxes payable, and the remainder was recorded within other liabilities on the Consolidated Balance Sheets.

The Company is routinely examined by the IRS and tax authorities in foreign countries in which it conducts business, as well as tax authorities in states in which it has significant business operations, such as California, Illinois, Minnesota and New York. The tax years under examination vary by jurisdiction. The Company expects an IRS examination for the fiscal year ended June 30, 1998 through the fiscal year ended June 30, 2007 to be completed during the fiscal year ending June 30, 2009. ADP is also under examination by the following jurisdictions: California for fiscal years ended June 30, 2004 and June 30, 2005; Illinois for fiscal years ended June 30, 2004 and June 30, 2005; and Minnesota for fiscal years ended June 30, 1998 through June 30, 2004. New York State and New York City will commence the audits of fiscal years ended June 30, 2004 through June 30, 2006 in the early part of calendar year 2008. The Province of Quebec is examining the 2005 and 2006 tax returns. The Province of Ontario is examining the 2002, 2003 and 2004 tax returns. The Company regularly considers the likelihood of assessments resulting from examinations in each of the jurisdictions. Once established, reserves are adjusted when there is more information available, when an event occurs necessitating a change to the reserves or when the statute of limitations for the relevant taxing authority to examine the tax position has expired. The resolution of tax matters is not expected to have a material effect on the consolidated financial condition of the Company, although a resolution could have a material impact on the Company’s Statements of Consolidated Earnings for a particular future period and on the Company’s effective tax rate.

During the three months ended December 31, 2007, the Company recorded a reduction in the provision for income taxes of $12.4 million, which was primarily related to the settlement of a state tax matter, for which the Company had previously recorded a liability for unrecognized tax benefits of $7.9 million and a related deferred tax asset of $2.9 million.

If certain pending tax matters settle within the next 12 months, the total amount of unrecognized tax benefits may increase or decrease for all open tax years and jurisdictions. Based on current estimates, settlements related to numerous jurisdictions and tax periods could increase earnings in an amount up to $70 million and expected net cash payments could be up to $60 million. The liability related to cash payments expected to be paid within the next 12 months has been reclassified from other liabilities to current liabilities in the Consolidated Balance Sheets. Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

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

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

FORWARD-LOOKING STATEMENTS

This report 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 be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions 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 include: ADP’s success in obtaining, retaining and selling additional services to clients; the pricing of products and services; changes in laws regulating payroll taxes, professional employer organizations and employee benefits; overall market and economic conditions, including interest rate and foreign currency trends; competitive conditions; auto sales and related industry changes; 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. These risks and uncertainties, along with the risk factors discussed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2007, should be considered in evaluating any forward-looking statements contained herein.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare the consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2007 in the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Additionally, we adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”) on July 1, 2007. FIN 48 applies to all tax positions accounted for under SFAS No. 109, “Accounting for Income Taxes” and defines the confidence level that a tax position must meet in order to be recognized in the financial statements. The interpretation requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If a tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are to be recognized. The Company’s adoption of FIN 48 resulted in a decrease to stockholders’ equity of $11.7 million. As of December 31, 2007, the Company’s liabilities for unrecognized tax benefits, which include interest and penalties, were $372.1 million.

DIVESTITURES

During the fiscal year ended June 30, 2007 and the six months ended December 31, 2007, the Company took efforts to divest certain non-strategic, slow-growing businesses. We completed the tax-free spin-off of our former Brokerage Services Group business on March 30, 2007 into an independent publicly traded company called Broadridge Financial Solutions, Inc. We made the decision to spin-off this business for several reasons. First, we determined that the growth potential of the Brokerage Services Group business, while part of ADP, was expected to be lower than that of our other businesses. Further, the Brokerage Services Group business had operating models and long-term growth plans that were different than those of our other businesses. The spin-off allowed more concentrated focus by each management team on their own respective core businesses, which is expected to be more beneficial to each company’s stockholders, clients and associates.

In addition, during the fiscal year ended June 30, 2007, we divested Sandy Corporation, which was previously reported in our Dealer Services segment. During the six months ended December 31, 2007, we finalized the sale of our Travel Clearing business, which was previously reported in our Other segment. We divested of Sandy Corporation and Travel Clearing because they were non-strategic businesses that did not complement our other businesses. Moreover, the growth potential of these businesses was also believed to be slower than that of our other businesses.

These transactions, along with our cash flows from operating activities, have allowed us to continue to focus on the objective of returning cash to our stockholders through our share buyback program and our cash dividends to stockholders. Subsequent to the completion of these transactions, the new ADP is a more focused company, which we believe has excellent growth potential for revenue and pretax earnings.

RESULTS OF OPERATIONS

Analysis of Consolidated Operations

	Three Months Ended December 31,
	2007			2006			Change

Total revenues	$	2,150.1		$	1,874.3		15	%

Costs of revenues:
Operating expenses		979.8			821.5		19	%
Systems development and programming costs		128.8			119.6		8	%
Depreciation and amortization		59.6			50.7		18	%
Total costs of revenues	$	1,168.2		$	991.8		18	%

Selling, general and administrative expenses		554.5			514.6		8	%
Interest expense		30.7			32.3		(5	)%
Total expenses	$	1,753.4		$	1,538.7		14	%

Other income, net		(43.9	)		(59.9	)	(27	)%
Earnings from continuing operations before income taxes	$	440.6		$	395.5		11	%
Margin		20	%		21	%

Provision for income taxes	$	149.0		$	147.5		1	%
Effective tax rate		33.8	%		37.3	%

Net earnings from continuing operations	$	291.6		$	248.0		18	%

Diluted earnings per share from continuing operations

0.55

0.45

	Six Months Ended December 31,
	2007			2006			Change

Total revenues	$	4,142.1		$	3,629.1		14	%

Costs of revenues:
Operating expenses		1,888.1			1,625.0		16	%
Systems development and programming costs		253.1			233.5		8	%
Depreciation and amortization		119.0			100.9		18	%
Total costs of revenues	$	2,260.2		$	1,959.4		15	%

Selling, general and administrative expenses		1,088.1			1,007.2		8	%
Interest expense		60.1			67.7		(11	)%
Total expenses	$	3,408.4		$	3,034.3		12	%

Other income, net		(88.4	)		(149.9	)	(41	)%
Earnings from continuing operations before income taxes	$	822.1		$	744.7		10	%
Margin		20	%		21	%

Provision for income taxes	$	290.1		$	277.6		5	%
Effective tax rate		35.3	%		37.3	%

Net earnings from continuing operations	$	532.0		$	467.1		14	%

Diluted earnings per share from continuing operations	$	1.00		$	0.84		19	%

Total Revenues

Our consolidated revenues for the three months ended December 31, 2007 grew 15%, to $2,150.1 million, due to increases in Employer Services of 11%, or $148.3 million, to $1,526.4 million, PEO Services of 22%, or $45.6 million, to $251.1 million, and Dealer Services of 10%, or $29.6 million, to $340.3 million. Our consolidated internal revenue growth, which represents revenue growth excluding the impact of acquisitions and divestitures, was 13% for the three months ended December 31, 2007 as compared to the three months ended December 31, 2006. Revenue growth was favorably impacted by $47.1 million, or 3%, due to fluctuations in foreign currency exchange rates.

Our consolidated revenues for the three months ended December 31, 2007 include interest on funds held for clients of $162.0 million as compared to $142.4 million for the three months ended December 31, 2006. The increase in the consolidated interest earned on funds held for clients resulted from the increase of 9% in our average client funds balances to $14.3 billion, as well as the increase in the average interest rate earned to 4.5% during the three months ended December 31, 2007 as compared to 4.3% during the three months ended December 31, 2006.

Our consolidated revenues for the six months ended December 31, 2007 grew 14%, to $4,142.1 million, due to increases in Employer Services of 11%, or $289.1 million, to $2,947.1 million, PEO Services of 22%, or $86.4 million, to $486.8 million, and Dealer Services of 9%, or $53.5 million, to $666.0 million. Our consolidated internal revenue growth, which represents revenue growth excluding the impact of acquisitions and divestitures, was 13% for the six months ended December 31, 2007 as compared to the six months ended December 31, 2006. Revenue growth was favorably impacted by $72.3 million, or 2%, due to fluctuations in foreign currency exchange rates.

Our consolidated revenues for the six months ended December 31, 2007 include interest on funds held for clients of $316.5 million as compared to $277.0 million for the six months ended December 31, 2007. The increase in the consolidated interest earned on funds held for clients resulted from the increase of 8% in our average client fund balances to $13.9 billion, as well as the increase in the average interest rate earned to 4.6% during the six months ended December 31, 2007 as compared to 4.3% during the six months ended December 31, 2006.

Total Expenses

Our consolidated expenses for the three months ended December 31, 2007 increased $214.7 million, to $1,753.4 million, from $1,538.7 million for the three months ended December 31, 2006. Our consolidated expenses for the six months ended December 31, 2007 increased $374.1 million, to $3,408.4 million, from $3,034.3 million for the six months ended December 31, 2006. The increase in our consolidated expenses for both periods is due to the increase in our revenues, higher pass through costs associated with our PEO business, an increase in our salesforce and implementation personnel, and higher expenses associated with Employer Services’ new business sales and implementation. In addition, consolidated expenses increased $42.5 million, or 3%, and $66.6 million, or 2%, for the three and six months ended December 31, 2007, respectively, due to fluctuations in foreign currency exchange rates.

Operating expenses increased $158.3 million, or 19%, for the three months ended December 31, 2007 as compared to the three months ended December 31, 2006, due to the increase in revenues, including the increases in PEO Services, which has pass-through costs that are re-billable. The pass-through costs were $176.4 million and $145.0 million for the three months ended December 31, 2007 and 2006, respectively. Additionally, the increase in operating expenses is due to an increase of approximately $36.0 million relating to compensation expenses associated with implementation and service personnel in Employer Services. Additionally, our operating expenses increased by $8.1 million due to the hiring of Dealer Services personnel to support new business sales in Europe. Lastly, operating expenses increased approximately $7.6 million due to the operating costs of our new businesses acquired and approximately $22.4 million due to foreign currency fluctuations.

Operating expenses increased $263.1 million, or 16%, for the six months ended December 31, 2007 as compared to the six months ended December 31, 2006, due to the increase in revenues, including the increases in PEO Services, which has pass-through costs that are re-billable. The pass-through costs were $345.5 million and $287.6 million for the six months ended December 31, 2007 and 2006, respectively. Additionally, the increase in operating expenses is due to an increase of approximately $77.5 million relating to compensation expenses associated with implementation and service personnel in Employer Services. Additionally, our operating expenses increased by $15.6 million due to the hiring of Dealer Services personnel to support new business sales in Europe. Lastly, operating expenses increased approximately $18.9 million due to the operating costs of our new businesses acquired and approximately $33.4 million due to foreign currency fluctuations.

Systems development and programming expenses increased $9.2 million, or 8%, for the three months ended December 31, 2007 as compared to the three months ended December 31, 2006, due to an increase in expenses of $1.5 million for our new businesses acquired. Lastly, systems development and programming expenses increased approximately $4.0 million due to foreign currency fluctuations.

Systems development and programming expenses increased $19.6 million, or 8%, for the six months ended December 31, 2007 as compared to the six months ended December 31, 2006, due to an increase in expenses of $6.1 million for our new businesses acquired. Lastly, systems development and programming expenses increased approximately $6.4 million due to foreign currency fluctuations.

Selling, general and administrative expenses increased $39.9 million, or 8%, for the three months ended December 31, 2007 as compared to the three months ended December 31, 2006, which was attributable to the increase in salesforce personnel to support our new business sales in Employer Services. This increase in salesforce personnel resulted in an increase of approximately $12.0 million of expenses. Lastly, selling, general and administrative expenses increased approximately $15.1 million due to the selling, general and administrative costs of our new businesses acquired and approximately $15.2 million due to foreign currency fluctuations.

Selling, general and administrative expenses increased $80.9 million, or 8%, for the six months ended December 31, 2007 as compared to the six months ended December 31, 2006, which was attributable to the increase in salesforce personnel to support our new business sales in Employer Services. This increase in salesforce personnel resulted in an increase of approximately $39.3 million of expenses. Lastly, selling, general and administrative expenses increased approximately $25.7 million due to the selling, general and administrative costs of our new businesses acquired and approximately $24.4 million due to foreign currency fluctuations. These increases were partially offset by a decrease in stock-based compensation expense of $6.1 million.

Other Income, net

Other income, net, decreased $16.0 million for the three months ended December 31, 2007 as compared to the three months ended December 31, 2006, due to a decrease in net realized gains on available-for-sale securities of $18.0 million during the three months ended December 31, 2006, offset by an increase in interest income on corporate funds of $1.4 million as a result of an increase in the average interest rate earned from 4.5% for the three months ended December 31, 2006 to 4.6% for the three months ended December 31, 2007.

Other income, net, decreased $61.5 million for the six months ended December 31, 2007 as compared to the six months ended December 31, 2006, due to a gain of $38.6 million on the sale of a minority investment during the six months ended December 31, 2006. Other income, net, also decreased due to a decrease in net realized gains on available-for-sale securities of $17.8 million during the six months ended December 31, 2006. In addition, interest income on corporate funds decreased $6.3 million as a result of lower average daily balances, partially offset by higher interest rates. Average daily balances declined from $4.2 billion to $3.8 billion due to the use of corporate funds for repurchases of common stock during the six months ended December 31, 2007. The average interest rate earned on our corporate funds increased from 4.4% for the six months ended December 31, 2006 to 4.6% for the six months ended December 31, 2007.

Earnings from Continuing Operations before Income Taxes

Earnings from continuing operations before income taxes increased $45.1 million, or 11%, from $395.5 million for the three months ended December 31, 2006 to $440.6 million for the three months ended December 31, 2007 due to the increase in revenues and corresponding expenses discussed above. Overall margin decreased from 21% to 20% for the three months ended December 31, 2007 as compared to the three months ended December 31, 2006 due to the decrease of $18.0 million in the net realized gains on available-for-sale securities.

Earnings from continuing operations before income taxes increased $77.4 million, or 10%, from $744.7 million for the six months ended December 31, 2006 to $822.1 million for the six months ended December 31, 2007 due to the increase in revenues and corresponding expenses discussed above. Overall margin decreased from 21% to 20% for the six months ended December 31, 2007 as compared to the six months ended December 31, 2006 due to the decrease of $17.8 million in the net realized gains on available-for-sale securities and due to the gain of $38.6 million recognized on the sale of a minority investment during the six months ended December 31, 2006.

Provision for Income Taxes

The effective tax rate for the three months ended December 31, 2007 and December 31, 2006 was 33.8% and 37.3%, respectively. The effective tax rate for the six months ended December 31, 2007 and December 31, 2006 was 35.3% and 37.3%, respectively. The decrease in the effective tax rate for the three and six months ended December 31, 2007 is due to a favorable mix in income among state and foreign tax jurisdictions, as well as tax rate changes in certain foreign tax jurisdictions. Additionally, during the three months ended December 31, 2007, we recorded a reduction in the provision for income taxes of $12.4 million, which was related to the settlement of a state tax matter. This decreased our effective tax rate by approximately 2.7 and 1.5 percentage points for the three and six months ended December 31, 2007, respectively. These decreases were partially offset by an increase in our provision for income taxes relating to the recording of the interest liability associated with unrecognized tax benefits as required under FIN 48. This increased our effective tax rate by approximately 0.8 percentage points for both the three and six months ended December 31, 2007.

Net Earnings from Continuing Operations and Diluted Earnings per Share from Continuing Operations

Net earnings from continuing operations increased 18%, to $291.6 million, for the three months ended December 31, 2007, from $248.0 million for the three months ended December 31, 2006, and the related diluted earnings per share from continuing operations increased 22%, to $0.55, for the three months ended December 31, 2007. The increase in net earnings from continuing operations for the three months ended December 31, 2007 reflects the increase in earnings from continuing operations before income taxes and a lower effective tax rate. The increase in diluted earnings per share from continuing operations for the three months ended December 31, 2007 reflects the increase in net earnings from continuing operations and the impact of fewer shares outstanding due to the repurchase of 17.5 million shares during the six months ended December 31, 2007 and the repurchase of 40.2 million shares in the fiscal year ended June 30, 2007.

Net earnings from continuing operations increased 14%, to $532.0 million, for the six months ended December 31, 2007, from $467.1 million for the six months ended December 31, 2006, and the related diluted earnings per share from continuing operations increased 19%, to $1.00, for the six months ended December 31, 2007. The increase in net earnings from continuing operations for the six months ended December 31, 2007 reflects the increase in earnings from continuing operations before income taxes and a lower effective tax rate. These increases were offset by the decline in other income, net as a result of recognizing the gain on the sale of a minority investment of $38.6 million during the six months ended December 31, 2006. The increase in diluted earnings per share from continuing operations for the six months ended December 31, 2007 reflects the increase in net earnings from continuing operations and the impact of fewer shares outstanding due to the repurchase of 17.5 million shares during