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<SEC-DOCUMENT>0000008670-04-000034.txt : 20040122
<SEC-HEADER>0000008670-04-000034.hdr.sgml : 20040122
<ACCEPTANCE-DATETIME>20040122081255
ACCESSION NUMBER:		0000008670-04-000034
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031231
ITEM INFORMATION:		
FILED AS OF DATE:		20040122

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AUTOMATIC DATA PROCESSING INC
		CENTRAL INDEX KEY:			0000008670
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				221467904
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05397
		FILM NUMBER:		04536533

	BUSINESS ADDRESS:	
		STREET 1:		ONE ADP BOULVARD
		CITY:			ROSELAND
		STATE:			NJ
		ZIP:			07068
		BUSINESS PHONE:		9739747849

	MAIL ADDRESS:	
		STREET 1:		ONE ADP BOULEVARD
		CITY:			ROSELAND
		STATE:			NJ
		ZIP:			07068
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>jan8k.txt
<DESCRIPTION>8K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



      Date of Report (Date of earliest event reported): JANUARY 22, 2004



                         AUTOMATIC DATA PROCESSING, INC.
- ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           DELAWARE            1-5397                  22-1467904
- ------------------------------------------------------------------------------
      (State or              (Commission           (IRS
      other                  File                  Employer
      jurisdiction           Number)               Identification
      of                                           No.)
      incorporation)



      ONE ADP BOULEVARD, ROSELAND, NEW JERSEY              07068
- ------------------------------------------------------------------------------
      (Address of principal                              (Zip
      executive offices)                                 Code)


Registrant's telephone number, including area code:  (973) 974-5000
                                                    --------------------------
                                    N/A
- ------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)



<PAGE>

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      On January 22, 2004, the Registrant issued a press release announcing the
Registrant's financial results for the second fiscal quarter ended December 31,
2003. A copy of the Registrant's press release is attached hereto as Exhibit 99
and is hereby incorporated by reference. The information in this Form 8-K,
including the accompanying exhibit, is being furnished under Item 12 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities and
Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the
liabilities of such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.

<PAGE>


                                    SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  January 22, 2004

                               AUTOMATIC DATA PROCESSING, INC.


                               By: /s/ Karen E. Dykstra
                                  ------------------------------
                                  Name:  Karen E. Dykstra
                                  Title: Chief Financial Officer




<PAGE>


                                  EXHIBIT INDEX

        EXHIBIT NUMBER            DESCRIPTION
        --------------  -----------------------------------------------
             99         Press Release dated January 22, 2004, issued by
                        Automatic Data Processing, Inc.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>exhibit99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>





                   ADP REPORTS SECOND FISCAL QUARTER RESULTS;
                     REVENUES INCREASE 9%, EPS DECLINES 12%;
               FISCAL 2004 EPS GUIDANCE NARROWED TO $1.53 - $1.58


      ROSELAND, NJ, January 22, 2004 - Automatic Data Processing, Inc.
(NYSE:ADP) reported 9% revenue growth, with revenues of $1.8 billion and $.38
earnings per share for the second fiscal quarter ended December 31, 2003, Arthur
F. Weinbach, chairman and chief executive officer, announced today. Pretax and
net earnings declined 14% and 13%, respectively. Diluted earnings per share, on
fewer shares outstanding, declined 12% from $.43 per share last year.

      Commenting on the quarter, Mr. Weinbach said, "Revenue growth was ahead of
our plan for the quarter primarily in Brokerage Services. Revenues in Employer
Services, Brokerage Services and Dealer Services grew 9%, 7% and 8%,
respectively. Claims Services revenues declined 5% primarily due to the
previously announced exiting of our Medical Claims Business. As anticipated,
earnings continue to be impacted by lower interest rates, our incremental
investment activity which will continue to increase over the fiscal year, and by
dilution from last year's acquisitions.

      "Employer Services' sales growth was 2% in the second quarter compared
with last year. This result is close to our plan and an improvement over the
prior four quarters' sales results. We have seen increased interest in
comprehensive outsourcing arrangements with large employers that include Managed
Payroll, Human Resources and Benefits Administration, and have created a
dedicated organization within our National Accounts segment to support the
growth in demand for these services.

      "Employer Services' client retention continued to be strong, improving
slightly over last year's record retention levels. The critical year-end
retention period is still ahead of us, but we are pleased with our results so
far. The number of employees on our clients' payrolls, or "pays per control",
was relatively flat in North America. However, pays per control in our European
businesses is still declining, with individual country results ranging from flat
to down 3% compared to last year. Employer Services' margin declined due to the
increased investment spending as well as the continued integration of last
June's ProBusiness Services and other acquisitions. Brokerage Services' revenue
growth was primarily driven by an increase in investor communications activity.
Non-proxy mutual fund mailings were especially strong compared with last year
based on increased communications related to regulatory oversight.

<PAGE>


      "We are slightly ahead of our plans as we move into the second half of the
fiscal year and the overall outlook for ADP has turned more positive based on
better momentum in the brokerage markets, improving economic conditions and
increasing confidence that there will be no further interest rate declines. As
we are halfway through our fiscal year and have increased visibility on our key
metrics, we are narrowing the range of our fiscal 2004 earnings per share
guidance to $1.53 - $1.58 from previous guidance of $1.50 - $1.60. We continue
to forecast mid-single digit revenue growth. We anticipate stronger sales growth
in Employer Services during the second half of the year, due in part to easier
comparisons and also due to our investments in products and a larger U.S. sales
force. Our investment spending increased to about $30 million in the quarter,
about $50 million year-to-date, and we are on track to spend approximately $130
- - $145 million for the fiscal year.

      "We have continued to acquire ADP shares for treasury. During the first
half of fiscal 2004, we acquired over 7 million shares for approximately $270
million," Mr. Weinbach concluded.

      An analyst conference call to review the second quarter results will be
held today, Thursday, January 22 at 1:30 p.m. EST. A live audio webcast of the
call will be available to the public on a listen-only basis. To listen to the
webcast go to www.adp.com and click on the webcast icon. ADP's news releases,
current financial information, SEC filings and Investor Relations presentations
are accessible at the same website.

      ADP, with over $7 billion in revenues and approximately 500,000 clients,
is one of the largest independent computing services firms in the world.

<PAGE>

AUTOMATIC DATA PROCESSING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>

                                THREE MONTHS ENDED      SIX MONTHS ENDED
                                    DECEMBER 31,           DECEMBER 31,
                                2003        2002        2003       2002
                              ----------  ---------   ---------   ----------
<CAPTION>
<S>                           <C>         <C>         <C>         <C>

Revenues, other than interest
  on funds held for clients
  and PEO revenues            $1,636,333  $1,510,396  $3,168,722  $2,986,820
Interest on funds held for
  clients                         82,202      87,762     165,136     177,627
PEO revenues (A)                 108,865      84,837     213,819     165,233
                               ---------   ---------   ---------   ---------
Total revenues                 1,827,400   1,682,995   3,547,677   3,329,680
                               ---------   ---------   ---------   ---------

Operating expenses               810,300     702,716   1,604,541   1,411,184
Selling, general and
  administrative expenses        459,293     402,005     886,171     849,958
Systems development and
  programming costs              133,125     121,380     264,879     241,278
Depreciation and amortization     73,609      68,699     148,335     136,383
Other income, net                (14,067)    (35,255)    (32,659)    (72,973)
                               ---------   ---------   ---------   ---------
Total expenses                 1,462,260   1,259,545   2,871,267   2,565,830
                               ---------   ---------   ---------   ---------

Earnings before income taxes     365,140     423,450     676,410     763,850

Provision for income taxes       136,560     161,760     252,980     291,760
                               ---------   ---------   ---------   ---------
Net earnings                   $ 228,580   $ 261,690   $ 423,430   $ 472,090
                               =========   =========   =========   =========

Basic earnings per share       $    0.39   $    0.44   $    0.71   $    0.78
                               =========  ==========   =========   =========
Diluted earnings per share     $    0.38   $    0.43   $    0.71   $    0.78
                               =========   =========   =========   =========
Dividends per common share     $  0.1400   $  0.1200   $  0.2600   $  0.2350
                               =========   =========   =========   =========
</TABLE>

(A) Net of pass-through costs of $1,037,864 and $873,488 for the three months
ended December 31, 2003 and 2002, respectively, and $1,949,433 and $1,636,867
for the six months ended December 31, 2003 and 2002, respectively.


<PAGE>

AUTOMATIC DATA PROCESSING, INC. AND SUBSIDIARIES
OTHER SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>

                                         THREE MONTHS ENDED      SIX MONTHS ENDED
                                            DECEMBER 31,            DECEMBER 31,
                                          2003       2002        2003       2002
                                      ----------  ----------  ----------  ----------
<S>                                   <C>         <C>         <C>         <C>

Revenues for select business units (B)
  Employer Services                   $1,159,000  $1,064,000  $2,269,000  $2,072,000
  Brokerage Services                  $  340,000  $  319,000  $  653,000  $  677,000
  Dealer Services                     $  218,000  $  201,000  $  429,000  $  397,000

Pre-tax earnings for select business
units (B)
  Employer Services                   $  263,000  $  268,000  $  469,000  $  481,000
  Brokerage Services                  $   32,000  $   33,000  $   53,000  $   90,000
  Dealer Services                     $   37,000  $   35,000  $   69,000  $   64,000

</TABLE>

(B)   Prior year's segment  results were adjusted to reflect fiscal
      year 2004  budgeted  foreign  exchange  rates.  In  addition,
      Employer   Services'  prior  year  revenue  was  adjusted  to
      include  interest  earned on client  funds  credited at 4.5%.
      Employer   Services'  revenues  are  credited  with  interest
      earned on client  funds at a  standard  rate to better  judge
      real business growth without the impact of changing  interest
      rates.  Given the sustained  lower interest rates over recent
      years, ADP has changed the standard rate from 6.0% to 4.5%.

<TABLE>
<CAPTION>

Components of Other Income, net:
- --------------------------------
<S>                                  <C>          <C>         <C>         <C>

Interest income on corporate funds   $   (23,642) $  (34,348) $  (45,742) $  (74,052)
Interest expense                           5,351       7,478      10,001      15,454
Realized losses (gains) on
  available-for-sale securities, net       4,224      (8,385)      3,082     (14,375)
                                     -----------  ----------  ----------  ----------

Total other income, net              $   (14,067) $  (35,255) $  (32,659) $  (72,973)
                                     ===========  ==========  ==========  ==========

Earnings per share information:
- -------------------------------
Net earnings                         $   228,580  $  261,690  $  423,430  $  472,090
Average shares outstanding               591,685     598,064     593,264     602,418
Basic earnings per share             $      0.39  $     0.44  $     0.71  $     0.78
Diluted net earnings                 $   229,071  $  261,992  $  424,247  $  472,705
Diluted shares outstanding               597,624     604,791     599,242     608,783
Diluted earnings per share           $      0.38  $     0.43  $     0.71  $     0.78
</TABLE>

<PAGE>



AUTOMATIC DATA PROCESSING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
                                                DECEMBER 31,     JUNE 30,
                                                    2003           2003
                                              --------------   -----------
                                               (UNAUDITED)
Assets

Cash and cash equivalents/Short-term
  marketable securities                       $    1,394,791   $ 2,005,384
Other current assets                               1,551,461     1,670,117
                                              --------------   -----------
  Total current assets                             2,946,252     3,675,501

Long-term marketable securities                      854,481       338,959
Property, plant and equipment, net                   607,336       614,701
Other non-current assets                           3,488,314     3,396,761
Funds held for clients                            16,803,740    11,807,749
                                              --------------   -----------
  Total assets                                $   24,700,123   $19,833,671
                                              ==============   ===========


Liabilities and Shareholders' Equity

Total current liabilities                     $    1,665,296   $ 1,998,783
Long-term debt                                        84,585        84,674
Other non-current liabilities                      1,001,437       929,826
Client funds obligations                          16,574,392    11,448,915
                                              --------------   -----------
  Total liabilities                               19,325,710    14,462,198

Total shareholders' equity                         5,374,413     5,371,473
                                              --------------   -----------
  Total liabilities and shareholders' equity  $   24,700,123   $19,833,671
                                              ==============   ===========


                        --------------------------------

This release 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,"
"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; stock market activity; 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.


                                    #1#22#04#


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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