Management's Discussion and Analysis

Operating Results

Revenue and earnings reached record levels during each of the past three fiscal years. During fiscal '97, revenue increased 15% to over $4.1 billion. Prior to minor non-recurring charges, pretax earnings increased 19% and earnings per share (EPS) increased 15% to $1.80. The Company reached a settlement with the Federal Trade Commission to divest certain assets acquired in fiscal '95, and consequently, a non-recurring charge was recorded in the fourth quarter lowering EPS by $.04 to $1.76 for the year. Fiscal '97 EPS was not impacted by the net effect of certain non-recurring items related to the Brokerage Front Office business (see Brokerage discussion below). Fiscal '97 was ADP's 36th consecutive year of double-digit earnings per share growth since becoming a public company in 1961.

Revenue and revenue growth by ADP's major service groups are shown below:

Revenue
Revenue Growth
Years Ended June 30,
Years Ended June 30,
1997
1996
1995
1997
1996
1995
($ in millions)
Employer Services (a)
$2,275
$1,911
$1,612
19%
19%
13%
Brokerage Services
892
787
657
13
20
8
Dealer Services
651
555
440
17
26
32
Other (a)
294
314
185
(6)
70
78
Consolidated
$4,112
$3,567
$2,894
15%
23%
17%

(a) Reclassified

Consolidated revenue grew 15% in fiscal '97 primarily from increased market penetration, an expanded array of products and services and from acquisitions, with relatively minor contributions from price increases. Prior to acquisitions, business dispositions and foreign exchange differences, revenue increased approximately 12%.

Prior to non-recurring charges, the consolidated pretax margin was 18.3% in '97, 17.8% in '96 and 18.5% in '95. Pretax margin improved over the previous year as continued automation and operating efficiencies enabled the Company to offset start-up costs associated with new products and acquisitions. Pretax margin in '97 after non-recurring charges was 17.6%.

The Company does not prepare its financial statements in a manner that generates the true stand-alone profitability for each unit and profitability measurements are not maintained in a consistent manner among the Company's major service groups. Certain revenues and expenses are charged to business units at a standard rate for management and motivation reasons. Other costs are recorded based on management responsibility. As a result, various income and expense items are recorded at the corporate level and certain shared costs are not allocated. Consequently, comparisons of specific margins between groups are not meaningful, although trend information within a service group is a useful directional indicator.

Employer Services (ES)

Employer Services' revenue grew 19% in fiscal '97, and in the absence of acquisitions revenue growth would have been about 11%, up from 10% in '96.

In '97 and '96 the overall operating margin was 22%. The margin in North America has improved by about 1% versus fiscal '96 primarily due to continued automation and operating efficiencies. This increased field margin has enabled ES to increase investments in product development and sales. The overall ES margin remained flat as a result of greater weighting of international operations which have somewhat lower margins in '97.

ES' revenue shown above includes the pretax equivalent of interest earned on funds collected from clients as part of the Company's integrated payroll and payroll tax filing services. The pretax equivalent has been calculated at a standard rate. In fiscal '97 the standard rate was changed from 7.8% in prior years to 6% and, accordingly, the previously reported balances for Employer Services' and "Other" revenue have been reclassified. As a result of this change, the ES margin is 3% lower than previously reported.

Brokerage Services

Brokerage revenue grew by 13% aided by very high back-office trading volumes. In the absence of acquisitions, revenue growth would have been about 12%, the same as in '96.

Prior to non-recurring items in '97, Brokerage Services' operating margin was about 14% in '97, compared to 13% in both '96 and '95. In '97 the Company recorded a non-taxable $19 million gain to net earnings related to the return of a front-office client deposit. The Company also recorded a provision of $31 million ($19 million after tax) to restructure its front-office business in order to reduce product lines and platforms and consolidate data centers. This effort will continue and will result in about $25 million lower earnings in the front-office business in '98.

Dealer Services

Dealer Services' revenue grew 17% in '97, compared to 26% in '96 and 32% in '95. Revenue growth in each year was aided by several small acquisitions. In the absence of acquisitions, '97 revenue growth would have been 6%. Revenue growth has been aided by increased usage of applications at auto dealerships, while at the same time changes in industry distribution channels have slowed auto dealership investments in new computer systems. Dealer Services' margins decreased slightly to 17% in fiscal '97 from 18% in '96 and 20% in '95 primarily due to the integration of acquisitions and a shift in product mix.

Other

The primary components of "Other" revenue are claims services, services for wholesalers, interest income, foreign exchange differences, and miscellaneous processing services. In addition, "Other" revenue has been reduced to adjust for the difference between actual interest income earned on invested tax filing funds and income credited to Employer Services at a standard rate of 6.0%.

A non-recurring pre-tax charge of $17.8 million was recorded in the fourth quarter of fiscal '97 reflecting the Company's settlement with the Federal Trade Commission, under which the Company will divest certain non-material assets.

In each of the past three years, investments in systems development and programming have increased at a greater rate than the Company's overall growth rate. Investments have increased to accelerate automation, migrate to new computing technologies, address Year 2000 compliance, and develop new products.

In '97 the Company's effective tax rate was approximately 29%, up from 28% in '96 and 26% in '95. The increased rate is primarily as a result of the greater weighting of taxable versus non-taxable earnings, and the impact of non-deductible goodwill arising from the '96 GSI acquisition.

For '98 ADP is planning another record year with about 15% growth in revenue and double-digit growth in earnings per share over the '97 results prior to non-recurring items.

Additional comments and operating results are included in the Letters to Shareholders on pages 3 through 5 and in the business descriptions presented on pages 6 through 15.

Financial Condition

ADP's financial condition and balance sheet remains exceptionally strong. At June 30, 1997, cash and marketable securities approximated $1.5 billion. Shareholders' equity exceeded $2.6 billion, and return on average equity for the year was 21%. The ratio of long-term debt to equity at June 30, 1997 was 15%.

Cash flow from operating activities exceeded $700 million in '97. We expect another excellent cash-flow year in '98.

In '97, 3.2 million shares of common stock were purchased at an average price of approximately $40, as part of an ongoing program to fund equity related employee benefits. The board of directors has authorized the purchase of up to 4.4 million additional shares.

During '97, the Company purchased several businesses for approximately $115 million in cash and $7 million in common stock. The cost of acquisitions in '96 and '95 aggregated $473 million and $123 million, respectively. The Company also acquired several businesses in the three years ended 1997, 1996 and 1995 in pooling of interest transactions in exchange for 3.0, 1.0 and 2.4 million shares of common stock, respectively. The company's historical financial statements were not restated because in the aggregate these pooling transactions were not material.

Capital expenditures during '97 were approximately $175 million following investments of $164 million in '96 and $118 million in '95. Capital spending in fiscal '98 should approximate $230 million and remains at a very comfortable level at about 5% of revenues.

Market Price and Dividend Data

The market price of Automatic Data Processing, Inc. (AUD) common shares based on New York Stock Exchange composite transactions and cash dividends per share declared during the past two years have been:

Price Per Share
Dividends
Fiscal 1997 Quarter Ended
High
Low
Per Share
June 30,
$50 1/8
$40 5/8
$.115
March 31,
45 1/8
39 1/2
.115
December 31,
44 3/4
40
.115
September 30,
45 3/4
35 5/8
.10
Fiscal 1996 quarter ended
June 30,
$40 1/8
$36 3/8
$.10
March 31,
43 3/8
35 1/4
.10
December 31,
41 1/8
34
.10
September 30,
35 3/8
31
.0875

As of June 30, 1997 there were approximately 28,000 holders of record of Automatic Data Processing, Inc. common stock. Over 100,000 additional holders have their stock in "street name".