UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________

FORM 10-Q
__________

(Mark One)
(x)	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2002
OR
(    )	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 0-22227

ProBusiness Services, Inc.
(Exact name of Registrant as specified in its charter)

DELAWARE	94-2976066
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	Identification No.)

4125 HOPYARD ROAD
PLEASANTON, CA 94588
(Address of principal executive offices)

(925) 737-3500
(Registrant’s telephone number, including area code)

     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

     As of November 5, 2002, there were 28,595,590 shares of the Registrant’s Common Stock outstanding.

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION
	Item 1. Condensed Consolidated Financial Statements
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II.OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities
	Item 3. Defaults Upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ProBusiness Services, Inc.
INDEX

PART I.  FINANCIAL INFORMATION		Page No.
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of September 30, 2002 and June 30, 2002	3
	Condensed Consolidated Statements of Operations for the three months ended September 30, 2002 and 2001	4
	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2002 and 2001	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures of Market Risk	22
Item 4.	Controls and Procedures	22
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 2.	Changes in Securities	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Submission of Matters to a Vote of Security Holders	23
Item 5.	Other Information	23
Item 6.	Exhibits and Reports on Form 8-K	23
	Signatures and Certifications	24
	Exhibit 99.1 Section 906 Certification	27

2

PART I.  FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

ProBusiness Services, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

		September 30,		June 30,
		2002		2002
ASSETS
Current assets:
	Cash and cash equivalents	$	25,082	$	12,996
	Short-term investments		25,658		47,023
Total cash, cash equivalents and short-term investments			50,740		60,019
	Accounts receivable, net of allowances		12,459		11,692
	Other current assets		20,340		22,686
			83,539		94,397
	Payroll tax funds invested		1,189,707		1,705,209
Total current assets			1,273,246		1,799,606
Long-term investments			36,613		33,217
Fixed assets, net			63,367		63,921
Other assets			31,042		19,786
Total assets		$	1,404,268	$	1,916,530
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable, accrued liabilities, current portion of capital lease obligations, current portion of note payable and deferred revenue	$	39,322	$	40,943
	Payroll tax funds collected but unremitted		1,189,707		1,705,209
Total current liabilities			1,229,029		1,746,152
Deferred liabilities, less current portion			19,635		23,209
Note payable, less current portion			695		822
Redeemable convertible preferred stock			34,049		33,471
Stockholders’ equity			120,860		112,876
Total liabilities, redeemable convertible preferred stock and stockholders’ equity		$	1,404,268	$	1,916,530

See accompanying notes.

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ProBusiness Services, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

		Three months ended
		September 30,
		2002			2001
Revenue:
	Service fees	$	30,649		$	30,372
	Interest income from payroll tax funds invested		9,635			10,523
Total revenue			40,284			40,895
Operating expenses:
	Cost of providing services		18,341			19,027
	General and administrative		5,828			6,640
	Research and development		4,984			5,418
	Client acquisition costs		9,278			15,883
	Depreciation and amortization		5,170			4,367
Total operating expenses			43,601			51,335
Loss from operations			(3,317	)		(10,440	)
Interest expense			(165	)		(197	)
Interest income and other, net			817			748
Net loss		$	(2,665	)	$	(9,889	)
Net loss applicable to common shareholders:
	Net loss	$	(2,665	)	$	(9,889	)
	Preferred dividends		(578	)		(542	)
Net loss applicable to common shareholders		$	(3,243	)	$	(10,431	)
Basic and diluted net loss per share		$	(0.11	)	$	(0.43	)
Shares used in computing basic and diluted net loss per share			28,402			24,204

See accompanying notes.

4

ProBusiness Services, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

				Three months ended
				September 30,
				2002			2001
Operating activities
Net loss				$	(2,665	)	$	(9,889	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation and amortization			5,170			4,367
		Loss on disposal of fixed assets			238			—
		Changes in operating assets and liabilities:
			Accounts receivable, net		(767	)		(1,756	)
			Other current assets		2,991			(1,742	)
			Other assets		(716	)		(552	)
			Accounts payable, accrued liabilities and deferred revenue		(5,175	)		(890	)
Net cash used in operating activities					(924	)		(10,462	)
Investing activities
Purchase of available for sale securities					(13,605	)		(8,924	)
Maturities of available for sale securities					31,566			8,893
Purchases of fixed assets					(4,854	)		(6,140	)
Net cash provided by (used in) investing activities					13,107			(6,171	)
Financing activities
Principal payments on capital lease obligations					(36	)		(32	)
Repayment of note payable					(111	)		—
Repayment of note receivable from stockholder					—			87
Proceeds from issuance of common stock					50			1,387
Net cash (used in) provided by financing activities					(97	)		1,442
Net increase/(decrease) in cash and cash equivalents					12,086			(15,191	)
Cash and cash equivalents, beginning of period					12,996			28,693
Cash and cash equivalents, end of period				$	25,082		$	13,502
Supplemental disclosure of cash flow information
Interest paid				$	301		$	171

See accompanying notes.

5

ProBusiness Services, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The Company and Basis of Presentation

     ProBusiness Services, Inc., (“ProBusiness’” or the “Company”) has prepared its interim condensed unaudited consolidated financial statements, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

     The information included in this report should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s 2002 Annual Report on Form 10-K. The condensed consolidated balance sheet, which includes June 30, 2002 balances, has been prepared from the audited consolidated financial statements of the Company.

     In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to summarize fairly the consolidated financial position, results of operations and cash flows for such periods. The results for the interim period ended September 30, 2002 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2003 or for any future periods.

     The Company has two reportable operating segments; payroll, tax and related services, and Comprehensive Outsourcing and benefits services.

     The Company experiences some seasonality to revenue in its business. Interest income from payroll tax funds invested has been subject to seasonal fluctuations, with the largest percentage of annual revenue being realized in the third and fourth fiscal quarters, primarily due to higher interest income earned on payroll tax funds invested.

     Certain prior year balances have been reclassified to conform to the current year presentation.

     The Company considers its critical accounting policies to be the carrying value of its long-lived assets, valuation of financial instruments, valuation of investments, revenue recognition, accrual for tax penalties and deferred income taxes as discussed in the section with this title in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2002 Annual Report on Form 10-K. No material change occurred to such policies in the period covered by this report.

2. Recently Issued Accounting Pronouncements

     On July 1, 2002, the Company adopted SFAS No. 143, “Accounting for Asset Retirement Obligations” (SFAS No. 143). SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible assets and the associated asset retirement costs. It applies to legal obligations associated with the retirement of assets that result from the acquisition, construction, development and/or the normal operation of an asset, except for certain obligations of lessees. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the asset. The adoption of SFAS No. 143 had no impact on the Company’s consolidated financial position or the consolidated results of operations.

     On July 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment and Disposal of Long-Lived Assets” (SFAS No. 144). SFAS No. 144 amends existing guidance on asset impairment and provides a single accounting model with respect to the disposal of long-lived assets. SFAS No. 144 also changes the criteria for classifying an asset as held-for-sale; and broadens the scope of businesses that are being disposed of which qualify for reporting as discontinued operations and changes the timing of recognizing losses on such operations. The adoption of SFAS No. 144 had no impact on the Company’s consolidated financial position or the consolidated results of operations.

6

     In July 2002, the FASB issued SFAS No. 146 “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS 146). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3. “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (EITF 94-3). The principal difference between SFAS 146 and EITF 94-3 relates to SFAS 146’s requirements for the timing of recognizing a liability for a cost associated with an exit or disposal activity. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3 a liability for an exit cost was recognized at the date of an entity’s commitment to an exit plan. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early adoption encouraged. SFAS 146 is applied prospectively upon adoption and is not anticipated to have a material impact on the Company’s current financial position or results of operations.

3. Payroll Tax Funds Invested and Corporate Investments

     Payroll tax funds invested and corporate investments at September 30, 2002 and June 30, 2002 consist of the following (in thousands):

	September 30, 2002					June 30, 2002
	Cost			Market		Cost			Market
Money market funds and other cash equivalents	$	888,664		$	888,664	$	1,306,685		$	1,306,685
Available for sale securities:
Corporate obligations		154,058			154,913		233,868			233,324
Variable rate instruments		58,239			52,584		85,202			79,603
Government & agency securities		139,987			142,284		117,684			118,503
Certificates of deposit		8,649			8,649		37,321			37,331
Sovereign government instruments		2,050			2,064		4,350			4,369
Total available-for-sale securities		362,983			360,494		478,425			473,130
Total payroll tax funds invested and corporate investments	$	1,251,647		$	1,249,158	$	1,785,110		$	1,779,815
Amortization of premiums and discounts		(1,680	)				(1,674	)
Recognized other than temporary losses on payroll tax funds invested		(2,000	)				(2,000	)
Amortized cost of payroll tax funds invested and corporate investments	$	1,247,967				$	1,781,436
Classification of investments on Consolidated Balance Sheet
Payroll tax funds invested	$	1,189,707		$	1,186,887	$	1,705,209		$	1,699,575
Short and long-term investments		61,940			62,271		79,901			80,240
Total payroll tax funds invested and corporate investments	$	1,251,647		$	1,249,158	$	1,785,110		$	1,779,815

     When market values of payroll tax funds invested fall below cost, the difference is accounted for as an offset to other corporate assets.

4. Goodwill

     On July 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142). Under SFAS No. 142, goodwill and other intangible assets with indefinite lives will not be amortized but will be tested for impairment at least annually. SFAS No. 142 requires that the first of two impairment tests be completed within six months of adoption and any impairment loss recognized when adopting SFAS No. 142 is to be reflected as the cumulative effect of a change in accounting principle.

     In accordance with SFAS No. 142, a reporting unit is an operating segment or one level below an operating segment (referred to as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company has two reporting units, however these reporting units do not have separately identifiable assets. Therefore, the first step of

7

impairment testing was performed at the entity-wide level to determine if the carrying value exceeded its estimated fair value. The Company completed the first impairment test in September 2002, using the present value of expected future cash flows and it indicated there was no impairment.

     Upon adoption of SFAS No. 142, the Company ceased amortization of goodwill. If SFAS No. 142 had been adopted as of July 1, 2001, the pro forma operating results assuming retroactive application to adjust for the amortization of goodwill of $93,000 for the three-month period ended September 30, 2001, would have been a net loss of $9.8 million, or $0.42 per basic and diluted share.

5. Capital Leases

     On August 29, 2002 the Company entered into an equipment lease financing arrangement with a financing company in the amount of $2.0 million. This lease arrangement finances certain computer and office equipment that the Company uses for its day-to-day business activities. The lease financing is repayable ratably on a monthly basis over a three-year period. Specific fixed assets will secure the equipment financing. No amounts have been drawn against this lease to date.

6. Commitments and Contingencies

     In June 2002, the Company committed to utilize $3,500,000 of future software development services with a non-affiliated company providing onshore and offshore development services. These services commenced on July 1, 2002. At September 30, 2002, approximately $458,000 has been paid for these services.

7. Basic and Diluted Net Loss Per Share

     Shares used in computing basic and diluted net loss per share are based on the weighted average shares outstanding in each period. Basic net loss per share excludes any dilutive effects of stock options, warrants and preferred stock. Diluted net loss per share includes the dilutive effect of the assumed exercise of stock options, warrants and conversion of preferred stock using the treasury stock method. However, the effect of outstanding stock options, warrants and preferred stock has been excluded from the calculation of diluted net loss per share, as their inclusion would be antidilutive for the periods presented.

     If the Company had reported net income, the calculation of diluted earnings per share would have included the shares used in the computation of historical net loss per share as well as an additional 1,466,000 and 1,706,000 common equivalent shares for the first three months of FY2003 and FY2002, respectively, related to outstanding stock options, warrants and preferred stock not included above (determined using the treasury stock method).

8

8. Comprehensive Income

     The components of comprehensive income are as follows (in thousands):

	Three months ended
	September 30,
	2002			2001
Net loss	$	(2,665	)	$	(9,889	)
Increase in fair value of derivative instruments		8,361			10,816
Unrealized gains on available-for-sale securities		2,816			175
Total comprehensive income	$	8,512		$	1,102

     Accumulated other comprehensive income was $28.8 million and $25.3 million at September 30, 2002 and September 30, 2001, respectively.

9. Consolidated Balance Sheet Detail

     Other assets, long-term, consist of the following (in thousands):

	September 30, 2002		June 30, 2002
Long-term derivatives	$	16,202	$	5,662
Goodwill		5,365		5,365
Other		9,475		8,759
	$	31,042	$	19,786

10. Segment Information

     The Company has two reportable operating segments: payroll, tax and related services, and Comprehensive Outsourcing and benefits services. The Company reports segment revenue information consistent with the presentation made to the Company’s management for decision-making purposes. At this time the Company does not evaluate segment performance based on operating income, as it is currently impractical for the Company to allocate expenses amongst its two operating segments. There are no intersegment sales. Revenue for each segment is as follows (in thousands):

	Three months ended
	September 30,
	2002		2001
Payroll, tax and related services	$	35,402	$	35,842
Comprehensive Outsourcing and benefits services		4,882		5,053
Total	$	40,284	$	40,895

     All revenues are derived from clients in the United States. All long-lived assets are located in the United States. No clients represent more than ten percent of the Company’s revenues.

9

11. Related Party Transactions

     On August 22, 2002 the Company entered into a Source Code License Agreement (“License Agreement”) and a Development Agreement with a company in which the Company’s Chief Executive Officer and certain affiliates of General Atlantic Partners, LLP (GAP, LLC) are the principal owners. David C. Hodgson, the Company's director, is a managing member of GAP, LLC, which beneficially owns more than 5% of the Company's outstanding stock. In addition, these individuals are on the Board of Directors of this company. The License Agreement allows the Company to use and license a time and attendance product in exchange for consideration of $1,250,000, which was determined to be the fair value based on the assistance of an independent third party. The Development Agreement provides that the vendor will assist the Company in further development of this product through the provision of technical services which will be incurred as work is completed on a time and materials basis.

12. Subsequent Event

     In October 2002, the Company’s Board of Directors approved a stock repurchase program for up to $20 million of the Company’s outstanding common stock that may be repurchased from time to time. The duration of the repurchase program is up to twenty-four months. Under the program, the Company can purchase shares of common stock through open market and privately negotiated transactions at prices deemed appropriate by management. The timing and amount of any repurchase transaction under this program will depend on market conditions and corporate and any regulatory considerations. Any purchases will be funded from available working capital. As of September 30, 2002, ProBusiness had 28.4 million shares of common stock outstanding.

10

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

     The previous discussion and other sections of this Form 10-Q contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may”, and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and actual actions or results may differ materially. These statements are subject to certain risks, uncertainties and assumptions that are difficult to predict, including those set forth herein under “Additional Factors That May Affect Future Results”. We undertake no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise, unless required by law. Readers should, however, carefully review the risk factors included in other reports or documents filed by us from time to time with the Securities and Exchange Commission.

Overview

     We are a leading provider of comprehensive administrative outsourced services to large employers nationwide, providing solutions that include corporate employee payroll processing, payroll tax filing and other critical human resources, or HR, and benefits functions. Our comprehensive and integrated outsourced payroll processing and tax filing solution has expanded to include a multitude of other similarly integrated products including payroll administration, HR Service and benefits administration, including the enrollment and processing of flexible benefits plans and COBRA benefits, and Web self-service solutions for employers which allow employees to access personal information and perform routine administrative tasks online. These services are combined into a technology platform combining sophisticated transaction processing and Internet-enabled workstations to form a comprehensive HR outsourcing product. We derive our revenue from fees charged to clients for services and income earned from investing client payroll tax funds held.

     We have implemented a strategy to achieve breakeven results for FY2003, before accounting for preferred dividends, in a challenging economy. Economic factors continue to negatively impact our revenue growth which include declining interest rates, reductions in our client base workforce, slower new client growth, and general U.S. economic conditions. Historically, we have had significant growth in new client revenue and correspondingly made significant investments in client acquisition costs. Our financial strategy to reach breakeven in these economic conditions is to align our costs with our expected revenues, including a significant reduction in our investment in client acquisition costs. We anticipate our revenue growth rate in FY2003 to be less than FY2002. While our objective is to achieve breakeven results for FY2003, there can be no assurance that we will achieve these results by such time or at all. We have experienced significant operating losses since our inception. As of September 30, 2002, we had an accumulated deficit of $129.3 million.

     The establishment of new client relationships involves lengthy and extensive sales and implementation processes. The sales process generally takes three to twelve months or longer, and the implementation process generally takes an additional three to nine months or longer. Our cost of providing services consists primarily of ongoing account management, tax and benefits administration operations and production costs. General and administrative expenses consist primarily of costs for finance, information technology and corporate services. Research and development expenses consist primarily of personnel costs. Client acquisition costs consist of sales and implementation expenses. Depreciation and amortization expenses consist primarily of depreciation of fixed assets including depreciation associated with capitalized internal-use software development costs.

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Results of Operations

     The following table sets forth certain items reflected in the condensed consolidated statements of operations expressed as a percentage of revenue:

		Three months ended
		September 30,
		2002			2001
Revenue:
	Service fees		76.1	%		74.3	%
	Interest income from payroll tax funds invested		23.9	%		25.7	%
Total revenue			100.0	%		100.0	%
Operating expenses:
	Cost of providing services		45.5	%		46.5	%
	General and administrative		14.5	%		16.2	%
	Research and development		12.4	%		13.3	%
	Client acquisition costs		23.0	%		38.8	%
	Depreciation and amortization		12.8	%		10.7	%
Total operating expenses			108.2	%		125.5	%
Loss from operations			(8.2	)%		(25.5	)%
Interest expense			(0.4	)%		(0.5	)%
Interest income and other, net			2.0	%		1.8	%
Net loss			(6.6	)%		(24.2	)%

Revenue

     Service fee revenue remained relatively unchanged in the first quarter of FY2003 when compared with the same period of FY2002, primarily as a result of continued weak economic conditions which resulted in slower new client sales and fewer employees on our clients’ payrolls. The current economic conditions, coupled with our financial strategy to reach breakeven results by significantly reducing our investment in client acquisition costs, will result in a lower service fee revenue growth rate in FY2003 when compared to FY2002. Interest income from payroll tax funds invested decreased 8.4% in the first quarter of FY2003 compared with the same period of FY2002, primarily as a result of a reduction in our average interest rate earned due to a significant decrease in our effective interest rate by 120 basis points, partially offset by an increase in our average daily balance of 14% when compared with the same average daily balance of the same period of FY2002. If current market interest rate conditions remain unchanged our effective interest rates will decline in the future as our swap agreements expire.

Cost of Providing Services

     Cost of providing services decreased 3.6% in the first quarter of FY2003 when compared with the same period of FY2002. These expenses decreased as a percentage of total revenue to 45.5% in the first quarter of FY2003 from 46.5% in the first quarter of FY2002. The decreases as a percentage of revenue and absolute dollars are primarily due to the economies of scale and our continued efforts company-wide to control costs.

General and Administrative

     General and administrative expenses decreased 12.2% in the first quarter of FY2003 when compared with the same period of FY2002. These expenses decreased as a percentage of revenue to 14.5% in the first quarter of FY2003 from 16.2% in the first quarter of FY2002. The decreases as a percentage of revenue and absolute dollars are primarily a result of continued efforts to leverage our existing resources and our expanded efforts company-wide to control costs.

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Research and Development

     Research and development expenses decreased 8.0% in the first quarter of FY2003 when compared with the same period in FY2002. These expenses decreased as a percentage of total revenue to 12.4% in the first quarter of FY2003 compared with 13.3% in the first quarter of FY2002. The decreases as a percentage of revenue and in absolute dollars were primarily a result of outsourcing a portion of our development offshore and a company-wide move to control costs, partially offset by less internal-use software development costs being capitalized.

     At September 30, 2002, our significant software development projects in process were primarily related to developing additional modules for our next generation core processing system, Golden Gate™, including an integrated benefits administration module and an integrated employee services portal as well as applications to support the implementation process. To a lesser extent, we are developing software for additional functionality associated with our existing core payroll processing and payroll tax servicing systems. Capitalized internal-use software development costs were $1.3 million and $1.9 million for the first quarter of FY2003 and FY2002, respectively.

Client Acquisition Costs

     Client acquisition costs decreased 41.6% in the first quarter of FY2003 when compared with the same period in FY2002. The expenses also decreased as a percentage of total revenue to 23.0% in the first quarter of FY2003, compared to 38.8% in the first quarter of FY2002. The decreases in absolute dollars and as a percentage of revenue are primarily due to a reduction in personnel to align costs with the lower rate of new client revenue growth that we anticipate and our continued efforts company-wide, to control costs.

Depreciation and Amortization

     Depreciation and amortization expense increased 18.4% in the first quarter of FY2003 when compared with the same period in FY2002 and increased as a percentage of total revenue to 12.8% in the first quarter of FY2003, compared to 10.7% in the first quarter of FY2002. The increases in absolute dollars and as a percentage of revenue in the first quarter of FY2003 are primarily a result of an increase in depreciation of computer hardware and purchased software equipment and internal use software depreciation related to our next generation core processing system, Golden Gate™, and to a lesser extent, to our integrated employee services portal.

     Depreciation of internal use software was $1.0 million and $0.5 million for the first quarter of FY2003 and FY2002, respectively. With respect to software products currently capitalized and ready for their intended use, we expect to depreciate approximately $3.3 million for the remainder of FY2003.

Interest Expense

     Interest expense remained relatively unchanged as a percentage of total revenue at 0.4% in the first quarter of FY2003 compared to 0.5% in the first quarter of FY2002.

Interest Income and Other, Net

     Interest income and other, net also remained relatively unchanged as a percentage of total revenue at 2.0% in the first quarter of FY2003 compared to 1.8% in the first quarter of FY2002.

Critical Accounting Policies

     We consider our critical accounting policies to be the carrying value of our long-lived assets, valuation of financial instruments, valuation of investments, revenue recognition, accrual for tax penalties and deferred income taxes as discussed in the section with this title in Item 7, Management’s Discussion and

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Analysis of Financial Condition and Results of Operations included in the Company’s 2002 Annual Report on Form 10-K. No material change to such policies occurred in the period covered by this report.

Liquidity and Capital Resources

     Since inception, we have financed our operations primarily through sales of equity securities.

     The following table highlights liquid assets held for company use as of September 30, 2002 (in thousands):

	Amortized
	Principal
	Amount
Cash, cash equivalents	$	25,082
Short-term investments (91 days-1 year)		25,658
Long-term investments (>1-2 years)		36,613
Total cash, cash equivalents and investments	$	87,353

     At September 30, 2002, we had $87.4 million of cash and liquid investments, as well as a $30.0 million secured revolving line of credit, which expires on January 31, 2005. At September 30, 2002, we had no outstanding borrowings under the line of credit.

     Net cash used in operating activities decreased $9.5 million in the first quarter of FY2003 when compared to the first quarter of FY2002. The decrease in net cash used in operating activities in the first quarter of FY2003 compared to the same period in FY2002 was primarily due to the decline in net loss and a corresponding increase in cash provided by working capital. As our business is seasonal, we have typically experienced a use of cash in operations in the first two quarters of our fiscal year resulting from lower cash balances on deposit from payroll tax funds invested. We typically generate cash from operations in the third quarter from interest income received on higher cash balances from deposit of payroll tax funds invested and cash received from calendar year-end invoicing. We expect these trends to continue. (See “Additional Factors That May Affect Future Results”)

     Net cash provided by investing activities was $13.1 million for the first quarter of FY2003. The increase of $19.3 million in net cash provided by investing activities in the first quarter of FY2003 when compared to the same period in FY2002 is primarily a result of overall maturities of long-term and short-term corporate investments of $18.0 million at quarter end. Additionally, there was a decrease of $1.3 million in capital expenditures for fixed assets.

     Net cash used in financing activities was $0.1 million for the first quarter of FY2003. The increase of $1.5 million in net cash used in financing activities for the first quarter of FY2003 when compared to the same period in FY2002 is primarily due to a decrease in proceeds from the issuance of common stock as fewer employees exercised stock options.

     We believe that existing cash and cash equivalent balances, short-term and long-term investments and amounts available under our credit facility and anticipated cash flows from operations will be sufficient to meet our operating and capital expenditure requirements for at least the next 12 months. We may utilize cash to acquire or invest in complementary businesses or to obtain the right to use complementary technologies. We may also use cash to purchase our common stock under our stock repurchase program. We may also sell additional equity or debt securities or obtain additional credit facilities.

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Contractual Obligations

     Our contractual obligations at September 30, 2002, are summarized as follows (in thousands):

		Payments Due by Period
				FY2003		FY2004-FY2006		FY2007-FY2008
Contractual Obligations		Total		Commitments		Commitments		Commitments		After FY2008
Note Payable		$	1,177	$	355	$	822	$	—	$	—
Capital lease obligations			89		89		—		—		—
Operating leases			70,160		4,903		19,393		12,170		33,694
	Total contractual obligations	$	71,426	$	5,347	$	20,215	$	12,170	$	33,694

     We lease our facilities and various equipment under non-cancelable operating leases, which expire at various dates through 2011. The facility leases generally require us to pay operating costs, including property taxes, insurance and maintenance, and contain renewal options and provisions adjusting the lease payments based upon changes in operating costs or in fixed increments. Rent expense is reflected on a straight-line basis over the terms of the related leases. We are also obligated under a number of capital equipment leases, which expire at various dates through December 2003.

     We have committed to utilize $3.5 million of software development services with a company providing onshore and offshore development services. These services commenced on July 1, 2002. To date we have paid $458,000. We have no other significant commitments or obligations other than those described in the analysis above. We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor have we any commitment or intent to provide additional funding to any such entity.

Other Balance Sheet Items

     Other assets, long-term were $31.0 million at September 30, 2002 compared to $19.8 million at June 30, 2002. The primary reason for this increase was an increase in the fair market value of our long-term derivatives.

New Accounting Pronouncement

     In July 2002, the FASB issued SFAS No. 146 “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS 146). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3. “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (EITF 94-3). The principal difference between SFAS 146 and EITF 94-3 relates to SFAS 146’s requirements for the timing of recognizing a liability for a cost associated with an exit or disposal activity. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3 liability for an exit cost was recognized at the date of an entity’s commitment to an exit plan. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early adoption encouraged. SFAS 146 is applied prospectively upon adoption and is not anticipated to have a material impact on our current financial position or results of operations.

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Additional Factors That May Affect Future Results

     We have sustained a history of operating losses and may not achieve profitability in the future. We have experienced significant operating losses since our inception. Historically, we have incurred operating losses due to continued investments in client acquisition costs and research and development. We also incurred costs associated with expanding our sales efforts, service offerings and operations to new geographic regions. The general condition of the United States economy and the current weakness in the economy has and will continue to affect our business. These effects have taken the forms of declines in interest rates, client staff reductions, strikes, and acquisitions of our clients by other companies, among others. In addition, potential clients and existing clients are also less likely to switch service providers and in some cases are delaying or postponing purchasing decisions. These factors could result in the reduction of the aggregate amount of payroll that we process and the amount of interest that we earn on such funds. In addition, the general condition of the United States economy is affected by social, political and military conditions, including terrorist threats and acts and any response by the United States to such threats and acts.

     As of September 30, 2002, we had an accumulated deficit of $129.3 million. While our current target is to achieve breakeven financial results for FY2003 before accounting for preferred dividends, we may fail to achieve these financial results by such time and it is possible that we may never achieve or sustain profitability in the future. Failure to generate profit would harm our financial condition and results of operations.

     Investment risks could harm our business. We invest client deposits; including payroll tax funds transferred to us by our clients, in short-term, top-tier, high quality financial instruments. Among other instruments, we invest in overnight U.S. government direct and agency obligations, commercial paper and institutional money market funds. Interest income earned from the investment of client payroll tax funds represents a significant portion of our revenue. Our results of operations could be negatively impacted by any adverse changes to credit quality, market valuation, interest rates or average daily balances. The market value of an investment could be adversely impacted by any unfavorable changes in the credit quality of the instrument. Any other than temporary declines in payroll tax funds invested will be funded by corporate funds. We have historically entered into interest rate swap agreements on a portion of our client deposits to mitigate the impact of interest rate fluctuations on our interest income. These swaps provide us with a known and fixed interest rate on the estimated fixed average daily balance and in exchange we agree to pay a floating rate typically tied to short-term tier one commercial paper rates. However, these swap agreements will not protect us from all interest rate risks. If we did not accurately project the average daily balance for our client deposits and the notional value of the swap was greater than the actual average daily balances for the period, we may have a payment obligation in excess of amounts earned on those deposits invested and the hedge may be deemed ineffective. If we fail to earn an amount equal to the short-term floating rate index on the investment portfolio, we could have a payment obligation under the agreement. If we default under our swap agreements, the default could result in acceleration and setoff by the bank of all outstanding contracts under the swap agreements and could result in cross-defaults of other debt agreements. If the party to our swap agreements fails to meet the terms of its obligations under our executed swap agreements, all amounts hedged under the swap agreements would then be subject to market interest rate fluctuation and the swap agreements could become ineffective. In the future, we may increase or reduce the level of funds hedged with interest rate swap agreements. If we do decrease our level of investments covered under interest rate swap agreements, we could be subject to greater interest rate fluctuations. Any of these consequences could harm our business and financial condition.

     Our operating results have fluctuated, and will continue to fluctuate, from quarter to quarter, and negative fluctuations could materially lower the price of our common stock. Our quarterly operating results have fluctuated in the past and will continue to fluctuate in the future depending on a variety of factors, including the following:

• interest rates;

• a reduction in the number of employees of our clients;

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• the decision of one or more clients to delay or cancel implementation or ongoing services;

• the number and size of new clients starting services;

• seasonality;

• average daily balance of funds invested;

• our ability to timely design, develop, introduce and implement services and features for new and existing services;

• services offerings provided by competitors:

• costs associated with strategic acquisitions and alliances or investments in technology;

• the success of strategic acquisitions, alliances or investments;

• costs to transition to new technologies;

• risks associated with the administration of third-party funds for our payroll tax and benefits administration services; • price competition; and

• general economic factors.

     A substantial majority of our operating expenses, particularly personnel and related costs, depreciation and rent, are relatively fixed in advance of any particular quarter. As a result, we may not be able to timely cut costs in response to any decrease in revenue. For example, any decision by a client to delay or cancel our services, or our under-utilization of personnel, may cause significant variations in operating results and could result in additional losses for the applicable quarters. Additionally, as we secure larger clients, the time and expense required to implement our services increases, which could contribute to larger fluctuations in results of operations.

     Our future revenue and results of operations may vary substantially. We anticipate that our revenue growth rate in FY2003 will be less than FY2002 due to lower effective interest rates and, to a lesser extent, slower new client growth. In some future quarter our results of operations could be below the expectations of public market analysts and investors, which could cause the market price of our common stock to decrease dramatically.

     We need to incur substantial expenses to gain more clients and expand our offerings, but we may not realize profits from these expenses. Our ability to achieve profitability will depend in part upon our ability to attract and retain new clients, offer new services and features and achieve market acceptance of new services. Establishing new client relationships is a time-consuming and expensive process. It generally takes three to twelve months or longer, and implementing our services generally takes an additional three to nine months or longer. These sales cycles may lengthen if the economy continues to weaken. As we acquire each new client, we incur substantial client acquisition costs, which consist primarily of sales and implementation expenses. We incur these costs in advance of revenue, and we cannot guarantee how long it will take to fully recoup these costs. If we cannot maintain our historically high client retention rate, our return on customer acquisition cost will be significantly lower. As we expand our service offerings, we incur substantial operating costs associated with hiring the management and building the operational infrastructure. We may not realize profits from these investments, and failure to do so would harm our financial condition and results of operations.

     We incur substantial costs investing in new technologies but may fail to successfully introduce new offerings. We will incur substantial costs in developing or acquiring new technologies and in deploying

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new services and features to our clients. If we cannot develop or acquire, integrate and successfully introduce new services and new features of existing services in a cost-effective manner, our business will suffer. We have spent and will continue to spend significant time and money in the development of our next generation core processing system, Golden Gate™, and in the development and staffing of our outsourced employee administrative services offering, Comprehensive Outsourcing. We may not successfully deliver these services or the underlying system on a timely basis. Even if successfully developed, our ability to realize profits from these investments still depend on our ability to acquire and retain a critical number of clients. To the extent that any of these services or systems do not compare favorably with the offerings of our competitors or if they are introduced later than those of our competitors, they may not achieve market acceptance. Our inability to successfully develop, sell, implement or provide these and other new services on a timely basis to existing or potential clients could harm our growth strategy as well as our core operations. In combination with investing in new technologies, we capitalize those software development costs in accordance with SOP 98-1, “Accounting the Costs of Computer Software Developed or Obtained for Internal Use”. When we capitalize costs associated with new technologies and subsequent events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable, we would sustain substantial write-offs. These write-offs could impact our financial results.

     In an effort to reduce our development costs we have begun to outsource some of our development efforts offshore. There are risks to working with a development company with development resources outside the U.S., including communication and management issues, political instability and natural disasters. In addition, some foreign countries do not protect proprietary rights to the same extent as the laws of the United States. Due to these and other factors, we cannot be certain that this strategy will be successful.

     Failure to develop new services and enhancements to existing services may render our offerings obsolete and harm our business. Our industry involves increasingly sophisticated and varied needs of clients, frequent new service and feature introductions and emerging industry standards. The introduction of services with new technologies and the emergence of new industry standards and practices can render existing services obsolete and unmarketable. Our services, particularly tax filing and benefits plan administration, depend upon government regulations that continually change. Failure to timely implement corresponding changes to our services and technology would harm our business and results of operations. Our future success will depend in part on our ability to develop or acquire advanced technologies which keep pace with competitive offerings and to enhance our existing services with new features. We will also need to add new services that address the changing needs of our clients and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis. If we cannot meet these needs in a timely manner, our business will suffer. In addition, several of our competitors invest substantially greater amounts in research and development than we do, which may allow them to introduce new services or features before we do and therefore capture additional market share.

     Major catastrophes and other similar problems may cause us to lose client data and materially adversely interrupt our operations. We currently conduct substantially all of our payroll and payroll tax processing at our headquarters in Pleasanton, California. We divide the payroll printing and finishing between our Pleasanton and Irvine, California facilities. The Irvine facility serves as an alternative processing center and could provide backup payroll center functions. We conduct our Comprehensive Outsourcing operations in Bothell, Washington. We do not have a Comprehensive Outsourcing back-up facility. For each payroll client, we establish a complete set of payroll data at our Pleasanton processing center, and at the client’s site, as well as a secure offsite storage site. In the event of a disaster in Pleasanton, each client would have the ability to process payroll checks based on the data they have at their own site, if necessary. In addition, we have developed business continuity plans. Our disaster recovery procedures, however, may not be sufficient, and the payroll data recovered at the client site may not be sufficient to allow the client to calculate and produce payroll in a timely fashion.

     Our operations depend on our ability to protect our computer systems against damage from a major catastrophe (such as an earthquake or other natural or man-made disaster), fire, power loss, security breach, telecommunications failure or similar event. The precautions we have taken to protect ourselves from or

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minimize the impact of these and other events may be inadequate. Any damage to our data centers, failure of telecommunications links or breach of the security of our computer systems could result in an interruption of our operations, including a loss of data. Our insurance may not cover these losses.

     Our success depends on our ability to compete effectively in the marketplace. The market for our services is intensely competitive. It is also subject to change and affected by new service and technology introductions and other market activities of industry participants. The market for payroll processing and tax filing is essentially divided into two alternatives, outsourcing to a service provider or performing the services in-house. Market research shows that most large companies, with greater than 1,000 employees, choose to perform their payroll processing and tax filing in-house. In-house capabilities therefore continue to represent a significant competitive challenge to us. The companies performing payroll processing and tax filing in-house use applications from third-party software vendors, such as PeopleSoft, SAP and Oracle, as well as applications developed in-house. The market for outsourced payroll processing and tax filing may not grow if more companies choose to perform payroll processing and tax filing in-house.

We also compete with other outside providers of payroll processing and tax filing services, including both a number of public and private service providers such as Automatic Data Processing, Inc. and Ceridian Corporation. We also could face new competitive challenges from other outsourced business processing providers who have begun to provide broader HR outsourcing solutions including payroll processing and tax filing services for their clients. Many of these companies have longer operating histories, greater financial, technical, marketing and other resources, greater name recognition and a larger number of clients than we do. In addition, some of these companies offer more services or features than we do and have processing facilities located throughout the United States.

We believe the principal competitive factors affecting our market include the following:

• client service;

• system and technology functionality and performance;

• system and service flexibility;

• breadth of service offering;

• reputation and experience; and

• service cost.

     Our inability to compete successfully will harm our business and results of operations. Additionally, a significant portion of our historic revenue growth resulted from new client acquisition. A majority of our new clients have historically come from our competitors.

     Our success depends on our ability to manage growing and changing operations and failure to improve our systems to accommodate growth would harm our business. As our business has grown significantly in size and complexity over the past five years, the growth has placed, and will continue to place, significant demands on our management, systems, internal controls as we must expand them to handle the substantially increased volume and complexity of the services we provide to large employers. We also plan to continue spending on research and development, invest in new equipment and make other capital expenditures. Growth and expansion have placed and will continue to place a strain on our operating and financial systems. To accommodate the increased number of transactions and clients and the increased size of our operations, we need to continue to implement and improve our systems on a timely basis. In addition, we expect that we will need to further develop our financial and managerial controls, reporting systems and procedures to accommodate future growth. Our failure to expand successfully in any of these areas in an efficient manner would harm our business.

     We may make errors and omissions in performing our services, which could subject us to fines and harm our reputation. We have made errors and omissions in the past and may make errors and omissions in performing our services. For example, we may underpay taxes on behalf of our clients, or we may file benefits plan forms late. In addition to client liability, governmental authorities may impose large cash penalties on our errors and omissions and may preclude us from doing business in the relevant jurisdiction. These errors and omissions are often not identified for an extended period of time following the provision of the services, and there may be a significant delay between the time an error or omission occurs and when a penalty is imposed. To date, penalties have not been significant. However, liabilities associated with penalties for errors and omissions that occurred in the past and those that may occur in the future could harm our business and results of operations. Our reserves or insurance for any penalties may not adequately protect us. Errors and omissions may also damage our reputation and could harm our relationships with existing clients and our ability to gain new clients.

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     Our employees may violate our relationship of trust with our clients and lead to lawsuits against us. We have access to confidential information and to client funds. Actions taken by our employees in breach of our relationships with our clients may damage the clients’ businesses. For example, if one or more of our employees violates confidentiality agreements or misappropriate funds, our clients may assert claims against us. Our fidelity bond and errors and omissions insurance may not adequately cover claims like these. Claims of these types could damage our client relationships and harm our business and financial condition.

     Acquisitions and investments, especially unsuccessful ones, could harm our financial results. We have in the past and intend in the future to make additional acquisitions and investments. Future acquisitions could result in the issuance of dilutive equity securities, the incurrence of debt or contingent liabilities. Furthermore, strategic acquisitions or investments may not be successfully integrated into our existing operations, or we may not realize the anticipated benefits. If unsuccessful, they could harm our business and financial condition.

     We rely on third party couriers, whose failure to deliver paychecks to our clients would harm our business. We depend on third-party courier services to deliver paychecks to clients. We do not have formal written agreements with any of the courier services that we use. These courier services have failed in the past and may fail in the future to pick up or deliver the paychecks in a timely fashion. This failure could occur as a result of many factors, including employee strikes, storms or other adverse weather conditions, earthquakes or other natural or man-made disasters, logistical or mechanical failures or accidents. Failure to deliver client paychecks in a timely manner could damage our reputation and harm our business.

     We may not have taken all necessary steps to protect our intellectual property. Our success depends in part upon our proprietary software technology. We rely on a combination of contract, copyright and trade secret laws to establish and protect our proprietary technology. We have no patents, patent applications or registered copyrights. We distribute our services under agreements that grant clients the right to use our software and services and contain various provisions protecting our ownership and the confidentiality of the applicable technology. We generally enter into confidentiality agreements with our employees and confidentiality and/or license agreements with existing and potential clients. We also limit access to and distribution of our software, documentation and other proprietary information. The steps taken to protect our proprietary technology may not be adequate to deter misappropriation. Even if they are, third parties may develop similar or competing technologies independently.

     Our stock price has fluctuated and is likely to continue to fluctuate. The market price of our common stock has been and is likely to continue to be highly volatile. Our stock price could fluctuate in response to various factors, including the following:

• general economic conditions;

• quarterly operating results against investor expectations;

• changes in our competitors’ stock prices;

• trading volume of our common stock, including transactions by our large institutional stockholders;

• changes in securities analysts’ estimates of our financial performance and that of our competitors;

• announcements of technological innovations or new services by us or our competitors; and

• the timing of and market reaction to any repurchases we may make under our stock repurchase program.

     Many of these factors are outside our control. These fluctuations are sometimes unrelated to our operating performance. The market price of our common stock could decline as a result of certain broad market fluctuations.

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     A handful of our stockholders have significant control over our company, and their interests may differ from yours. As of September 30, 2002, our directors, executive officers, and affiliated stockholders together controlled approximately 31% of our voting stock. If these stockholders acted or voted together, they would have the power to exercise a significant influence over the election of our directors. They would also have significant control over other matters requiring stockholder approval, including the approval of major corporate transactions. In addition, this concentration of ownership may delay or prevent a change in control of our company, even when a change may be in the best interests of the other stockholders. Furthermore, the interests of these stockholders may not always coincide with the interests of our company or other stockholders.

     Holders of our preferred stock have rights senior to holders of our common stock, including the right to receive dividends that will dilute the ownership of holders of common stock. In August 2000, we sold 1,132,075 shares of Preferred Stock to entities affiliated with General Atlantic Partners, LLC. In the event of a merger or acquisition, the holders of the Preferred Stock will receive $26.50 per share before any amounts may be paid to holders of our common stock. The holders of the Preferred Stock also will receive cumulative dividends at an annual rate of 6.9% in the form of additional shares of Preferred Stock. At September 30, 2002 there were 158,272 additional shares of Preferred Stock accrued as dividends distributable. Therefore, the longer our Preferred Stock is outstanding, the more dilution the holders of our common stock will experience.

     Our charter documents and Delaware law could make an acquisition of our company difficult, even if an acquisition may benefit our stockholders. Provisions of our certificate of incorporation, bylaws and Delaware law could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders. In particular, our certificate of incorporation provides for three classes of directors. Each director in each class is elected for a three-year term, and a different class is elected each year. These provisions make it difficult for a third party to gain control of our board of directors.

     We adopted a preferred stock rights plan, which has anti-takeover effects. We have adopted a preferred stock rights plan. The plan has the anti-takeover effect of causing substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors. The existence of the plan could limit the price that certain investors might be willing to pay in the future for shares of our common stock and could discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

     We invest funds from collected but unremitted payroll tax funds. In FY2003, we held certain derivative-based products to mitigate interest rate fluctuation risk on these funds. In FY2001and FY2002, we entered into interest rate swap agreements with a financial institution. These hedged instruments have stated amounts that cover a portion of our average daily balance of funds invested. The purpose of these agreements is to convert a portion of the interest we earn from collected but unremitted payroll tax funds from a variable to a fixed rate basis. Based upon our current estimates of expected future average daily balances, we are on average 40% to 50% hedged for the remainder of FY2003, 20% to 30% hedged for FY2004, and 10% to 15% hedged for FY2005. Based on our derivative positions at September 30, 2002, we reported a net asset of $27.6 million for the fair value of our derivative portfolio and a corresponding offset in other comprehensive income. In FY2003, the fair value of our derivative based products increased as a result of the downward trend in interest rates throughout the year. The difference between actual collected but unremitted payroll tax funds held and the notional value of these hedged instruments is exposed to market rate fluctuations in interest rates.

     The collateral exposure associated with our various interest rate swap agreements are limited by interest rate caps we hold. As of September 30, 2002, we held one interest rate cap agreement with an expiration date of January 2003, with a cap rate of 8.0%. The fair value of this cap agreement at September 30, 2002 was immaterial.

Item 4. Controls and Procedures

     (a)  Evaluation of disclosure controls and procedures.

     Our chief executive officer and our chief financial office evaluated our “disclosure controls and procedures” (as defined in Rule 13a-14(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of a date within 90 days before the filing date of this quarterly report. They concluded that as of the evaluation date, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

     (b)  Changes in internal controls.

     Subsequent to the date of the evaluation, there were no significant changes in our internal controls or in other factors that could significantly affect these controls. There were no significant deficiencies or material weaknesses in our internal controls so no corrective actions were taken.

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PART II.OTHER INFORMATION

Item 1. Legal Proceedings

     There are no material pending legal proceedings.

Item 2. Changes in Securities

     None.

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 5. Other Information

     None.

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits.
	Exhibit 99.1: Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b)	Reports on Form 8-K
	No reports were filed on 8-K for the quarter ending September 30, 2002.

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SIGNATURES

     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 thereunto duly authorized.

Dated: November 14, 2002
	PROBUSINESS SERVICES, INC. (Registrant)
	/s/ THOMAS H. SINTON
	President and Chief Executive Officer
	/s/ STEVEN E. KLEI
	Executive Vice President, Finance and Chief Financial Officer

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CERTIFICATIONS

I, Thomas H. Sinton, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of ProBusiness Services, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

/s/ Thomas H. Sinton

Thomas H. Sinton
President and Chief Executive Officer

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I, Steven E. Klei, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of ProBusiness Services, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

/s/ Steven E. Klei

Steven E. Klei
Executive Vice President, Finance
and Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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