10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

FORM 10-Q
______________

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended September 30, 2011
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period From	to

Commission File Number 1-5397

____________________

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

Delaware	22-1467904
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)
One ADP Boulevard, Roseland,	07068
New Jersey
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 974-5000
____________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer
Non-accelerated filer  o (Do not check if a smaller reporting company)	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of the registrant’s common stock as of October 28, 2011 was 488,698,027.

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Statements of Consolidated Earnings	3
	Three months ended September 30, 2011 and September 30, 2010
	Consolidated Balance Sheets	4
	At September 30, 2011 and June 30, 2011
	Statements of Consolidated Cash Flows	5
	Three months ended September 30, 2011 and 2010
	Notes to the Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 6.	Exhibits	39
	Signatures	39

2

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Automatic Data Processing, Inc. and Subsidiaries
Statements of Consolidated Earnings
(In millions, except per share amounts)
(Unaudited)

	Three Months Ended
	September 30,
	2011			2010
REVENUES:
Revenues, other than interest on funds
held for clients and PEO revenues	$	2,002.7		$	1,763.7
Interest on funds held for clients		121.9			126.8
PEO revenues (A)		397.9			338.9
TOTAL REVENUES		2,522.5			2,229.4
EXPENSES:
Costs of revenues:
Operating expenses		1,292.7			1,116.7
Systems development and programming costs		149.7			134.9
Depreciation and amortization		63.7			60.3
TOTAL COSTS OF REVENUES		1,506.1			1,311.9
Selling, general and administrative expenses		589.2			515.6
Interest expense		2.1			2.7
TOTAL EXPENSES		2,097.4			1,830.2
Other income, net		(34.2	)		(37.2	)
EARNINGS BEFORE INCOME TAXES		459.3			436.4
Provision for income taxes		156.6			157.9
NET EARNINGS	$	302.7		$	278.5
BASIC EARNINGS PER SHARE	$	0.62		$	0.57
DILUTED EARNINGS PER SHARE	$	0.61		$	0.56
Basic weighted average shares outstanding		487.9			491.4
Diluted weighted average shares outstanding		493.3			494.9
Dividends declared per common share	$	0.3600		$	0.3400

(A) Professional Employer Organization (“PEO”) revenues are net of direct pass-through costs, primarily consisting of payroll wages and payroll taxes, of $3,935.3 and $3,351.3 for the three months ended September 30, 2011 and 2010, respectively.

See notes to the consolidated financial statements.

3

Automatic Data Processing, Inc. and Subsidiaries
Consolidated Balance Sheets
(In millions, except per share amounts)
(Unaudited)

	September 30,			June 30,
	2011			2011
Assets
Current assets:
Cash and cash equivalents	$	1,248.9		$	1,389.4
Short-term marketable securities		19.1			36.3
Accounts receivable, net		1,236.9			1,364.8
Other current assets		667.9			648.3
Assets held for sale		9.1			9.1
Total current assets before funds held for clients		3,181.9			3,447.9
Funds held for clients		19,272.1			25,135.6
Total current assets		22,454.0			28,583.5
Long-term marketable securities		99.7			98.0
Long-term receivables, net		124.8			128.7
Property, plant and equipment, net		708.3			716.2
Other assets		949.2			922.6
Goodwill		2,997.5			3,073.6
Intangible assets, net		686.7			715.7
Total assets	$	28,020.2		$	34,238.3
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	123.0		$	153.3
Accrued expenses and other current liabilities		869.9			930.4
Accrued payroll and payroll-related expenses		384.4			558.3
Dividends payable		172.3			174.2
Short-term deferred revenues		325.5			350.9
Income taxes payable		84.1			28.6
Total current liabilities before client funds obligations		1,959.2			2,195.7
Client funds obligations		18,552.6			24,591.1
Total current liabilities		20,511.8			26,786.8
Long-term debt		26.0			34.2
Other liabilities		582.1			556.2
Deferred income taxes		415.4			373.5
Long-term deferred revenues		465.7			477.2
Total liabilities		22,001.0			28,227.9
Stockholders' equity:
Preferred stock, $1.00 par value:
Authorized, 0.3 shares; issued, none		-			-
Common stock, $0.10 par value:
Authorized, 1,000.0 shares; issued 638.7
shares at September 30, 2011 and June 30, 2011;
outstanding, 488.2 and 490.8 shares at September 30, 2011
and June 30, 2011, respectively		63.9			63.9
Capital in excess of par value		466.7			489.5
Retained earnings		11,930.7			11,803.9
Treasury stock - at cost: 150.5 and 147.9 shares
at September 30, 2011 and June 30, 2011, respectively		(6,848.6	)		(6,714.0	)
Accumulated other comprehensive income		406.5			367.1
Total stockholders’ equity		6,019.2			6,010.4
Total liabilities and stockholders’ equity	$	28,020.2		$	34,238.3

See notes to the consolidated financial statements.

4

Automatic Data Processing, Inc. and Subsidiaries
Statements of Consolidated Cash Flows
(In millions)
(Unaudited)

	Three Months Ended
	September 30,
	2011			2010
Cash Flows from Operating Activities:
Net earnings	$	302.7		$	278.5
Adjustments to reconcile net earnings to cash flows provided by
operating activities:
Depreciation and amortization		79.7			75.5
Deferred income taxes		9.7			7.6
Stock-based compensation expense		18.6			13.9
Net pension expense		9.2			10.1
Net realized gain from the sales of marketable securities		(4.0	)		(11.8	)
Net amortization of premiums and accretion of discounts
on available-for-sale securities		12.8			13.0
Impairment losses on assets held for sale		-			8.6
Gains on sales of buildings		-			(1.8	)
Other		4.3			12.8
Changes in operating assets and liabilities, net of effects
from acquisitions and divestitures of businesses:
Decrease in accounts receivable		106.3			27.4
Increase in other assets		(117.7	)		(106.3	)
Decrease in accounts payable		(26.5	)		(36.6	)
Decrease in accrued expenses and other liabilities		(78.8	)		(68.6	)
Net cash flows provided by operating activities		316.3			222.3
Cash Flows from Investing Activities:
Purchases of corporate and client funds marketable securities		(1,095.1	)		(1,085.3	)
Proceeds from the sales and maturities of corporate
and client funds marketable securities		844.3			826.9
Net decrease (increase) in restricted cash and cash equivalents
held to satisfy client fund obligations		6,192.2			(3,380.4	)
Capital expenditures		(33.4	)		(38.6	)
Additions to intangibles		(24.0	)		(19.4	)
Acquisitions of businesses, net of cash acquired		(1.9	)		(475.3	)
Proceeds from the sale of property, plant and equipment		-			13.0
Other		-			3.4
Net cash flows provided by (used in) investing activities		5,882.1			(4,155.7	)
Cash Flows from Financing Activities:
Net (decrease) increase in client funds obligations		(5,936.9	)		3,639.1
Payments of debt		(0.5	)		(4.3	)
Repurchases of common stock		(249.2	)		(49.8	)
Proceeds from stock purchase plan and exercises of stock options		48.9			21.8
Dividends paid		(177.7	)		(168.0	)
Net cash flows (used in) provided by financing activities		(6,315.4	)		3,438.8
Effect of exchange rate changes on cash and cash equivalents		(23.5	)		28.0
Net change in cash and cash equivalents		(140.5	)		(466.6	)
Cash and cash equivalents, beginning of period		1,389.4			1,643.3
Cash and cash equivalents, end of period	$	1,248.9		$	1,176.7

See notes to the consolidated financial statements.

5

Automatic Data Processing, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
(Tabular dollars in millions, except per share amounts)
(Unaudited)

Note 1. Basis of Presentation

The accompanying Consolidated Financial Statements and footnotes thereto of Automatic Data Processing, Inc. and subsidiaries (“ADP” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Consolidated Financial Statements and footnotes thereto are unaudited. In the opinion of the Company’s management, the Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, that are necessary for a fair statement of the Company’s results for the interim periods.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenue, costs, expenses and accumulated other comprehensive income that are reported in the Consolidated Financial Statements and footnotes thereto. Actual results may differ from those estimates.

Interim financial results are not necessarily indicative of financial results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2011 (“fiscal 2011”).

Note 2. New Accounting Pronouncements

In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-03, “Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements.” ASU 2011-03 revises the criteria for assessing effective control for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The determination of whether the transfer of a financial asset subject to a repurchase agreement is a sale is based, in part, on whether the entity maintains effective control over the financial asset. ASU 2011-03 removes from the assessment of effective control: the criterion requiring the transferor to have the ability to repurchase or redeem the financial asset on substantially the agreed terms, even in the event of default by the transferee, and the related requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets. ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The Company does not expect that the adoption of ASU 2011-03 will have a material impact on the Company’s consolidated results of operations, financial condition, or cash flows.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The issuance of ASU 2011-04 results in global fair value measurement and disclosure guidance and minimizes differences between U.S. GAAP and IFRS. ASU 2011-04 requires an expansion of the information required for “level 3” measurements and provides the updates to the existing measurement guidance. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011. The Company does not expect that the adoption of ASU 2011-04 will have a material impact on the Company’s consolidated results of operations, financial condition, or cash flows.

6

In June, 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years beginning after December 15, 2011. The adoption of ASU 2011-05 will not have a material impact on the Company’s consolidated results of operations, financial condition, or cash flows.

In September, 2011, the FASB issued ASU 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment”. ASU 2011-08 amends the guidance in ASC 350-20 on testing goodwill for impairment. ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that it is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. The ASU does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The adoption of ASU 2011-08 will not have a material impact on the Company’s consolidated results of operations, financial condition, or cash flows.

Note 3. Earnings per Share (“EPS”)

			Effect of	Effect of
			Employee	Employee
			Stock	Restricted
			Option	Stock
	Basic		Shares	Shares	Diluted
Three months ended September 30,
2011
Net earnings	$	302.7			$	302.7
Weighted average shares (in millions)		487.9	4.0	1.4		493.3
EPS	$	0.62			$	0.61
2010
Net earnings	$	278.5			$	278.5
Weighted average shares (in millions)		491.4	2.2	1.3		494.9
EPS	$	0.57			$	0.56

Options to purchase 0.6 million and 14.8 million shares of common stock for the three months ended September 30, 2011 and 2010, respectively, were excluded from the calculation of diluted earnings per share because their exercise prices exceeded the average market price of outstanding common shares for the respective period.

7

Note 4. Other Income, net

	Three Months Ended
	September 30,
	2011			2010
Interest income on corporate funds	$	(29.6	)	$	(30.7	)
Realized gains on available-for-sale securities		(4.3	)		(12.2	)
Realized losses on available-for-sale securities		0.3			0.4
Impairment losses on assets held for sale		-			8.6
Gains on sales of buildings		-			(1.8	)
Other, net		(0.6	)		(1.5	)
Other income, net	$	(34.2	)	$	(37.2	)

Proceeds from sales and maturities of available-for-sale securities were $844.3 million and $826.9 million for the three months ended September 30, 2011 and 2010, respectively.

At September 30, 2010, the Company reclassified assets related to two buildings as Assets Held for Sale on the Consolidated Balance Sheets. Such assets were previously reported in property, plant and equipment, net, on the Consolidated Balance Sheets. As the carrying amount of the Assets Held for Sale exceeded their fair value less costs to sell, the Company recorded impairment losses of $8.6 million in other income, net, on the Statement of Consolidated Earnings for the three months ended September 30, 2010. These two buildings remain in Assets Held for Sale at September 30, 2011.

During the three months ended September 30, 2010, the Company sold two buildings that were previously classified as Assets Held for Sale on the Consolidated Balance Sheets and, as a result, recorded a gain of $1.8 million in other income, net, on the Statements of Consolidated Earnings during the three months ended September 30, 2010.

The Company has an outsourcing agreement with Broadridge Financial Solutions, Inc. ("Broadridge") pursuant to which the Company provides data center outsourcing services, which principally consist of information technology services and service delivery network services. As a result of this agreement, the Company recognized income of $28.5 million and $27.3 million for the three months ended September 30, 2011 and 2010, respectively, which is offset by expenses associated with providing such services of $27.9 million and $26.7 million, respectively, both of which were recorded in other income, net, on the Statements of Consolidated Earnings. The Company had receivables on the Consolidated Balance Sheets from Broadridge for the services under this agreement of $9.5 million at both September 30, 2011 and June 30, 2011, respectively. In fiscal 2010, Broadridge notified the Company that it would not extend the outsourcing agreement beyond its current expiration date of June 30, 2012. The Company continues to assess the impact on results of operations, if any, that this will have and does not currently anticipate this will have a material impact.

Note 5. Acquisitions

Assets acquired and liabilities assumed in business combinations were recorded on the Company’s Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Statements of Consolidated Earnings since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives final information, including appraisals and other analyses, which typically occurs within one year from the date of acquisition.

8

On August 16, 2010, the Company acquired 100% of the outstanding shares of Cobalt, a leading provider of digital marketing solutions for the auto industry that aligns with Dealer Services’ global layered applications strategy and strongly supports Dealer Services’ long-term growth strategy, for approximately $405.4 million in cash, net of cash acquired.

The final purchase price allocation for Cobalt is as follows:

Accounts receivable, net	$	42.5
Goodwill		293.5
Identifiable intangible assets		111.6
Other assets		37.5
Total assets acquired	$	485.1
Total liabilities acquired	$	58.0

The Company determined the purchase price allocations for this acquisition based on estimates of the fair value of tangible and intangible assets acquired and liabilities assumed, utilizing recognized valuation techniques, including the income and market approaches. Goodwill for Cobalt, which is not deductible for tax purposes, resulted from the expected impact to Dealer Services’ long-term growth strategy. Intangible assets for Cobalt, which totaled $111.6 million, included customer contracts and lists, software and trademarks that are being amortized over a weighted average life of approximately 11 years. There is no contingent consideration relating to the Cobalt acquisition.

In addition to Cobalt discussed above, the Company acquired two businesses during the three months ended September 30, 2010 for approximately $72.5 million, net of cash acquired. These acquisitions resulted in approximately $14.6 million of goodwill. Intangible assets acquired, which totaled approximately $40.8 million for these two acquisitions, included customer contracts and lists, software and trademarks that are being amortized over a weighted average life of approximately 11 years. The Company finalized the purchase price allocation for these three acquisitions during the three months ended September 30, 2011 and adjusted the preliminary values allocated to certain assets and liabilities in order to reflect final information received. Refer to Note 9 for more information related to Goodwill and Intangible Assets, net.

The Company acquired one business during the three months ended September 30, 2011 for approximately $2.6 million, including a holdback to secure the fulfillment of certain contractual obligations of the sellers. This acquisition was not material to the Company’s results of operations, financial position, or cash flows.

9

Note 6. Corporate Investments and Funds Held for Clients

Corporate investments and funds held for clients at September 30, 2011 and June 30, 2011 were as follows:

	September 30, 2011
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
Type of issue:
Money market securities and other cash
equivalents	$	3,390.7	$	-	$	-		$	3,390.7
Available-for-sale securities:
U.S. Treasury and direct obligations of
U.S. government agencies		6,466.3		277.4		(1.0	)		6,742.7
Corporate bonds		6,297.3		276.5		(6.4	)		6,567.4
Asset-backed securities		375.1		22.8		-			397.9
Commercial mortgage-backed securities		421.5		12.0		-			433.5
Municipal bonds		486.9		30.1		(0.1	)		516.9
Canadian government obligations and
Canadian government agency obligations		972.1		33.2		-			1,005.3
Other securities		1,488.5		97.2		(0.3	)		1,585.4
Total available-for-sale securities		16,507.7		749.2		(7.8	)		17,249.1
Total corporate investments and funds
held for clients	$	19,898.4	$	749.2	$	(7.8	)	$	20,639.8

	June 30, 2011
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
Type of issue:
Money market securities and other cash
equivalents	$	9,731.8	$	-	$	-		$	9,731.8
Available-for-sale securities:
U.S. Treasury and direct obligations of
U.S. government agencies		6,558.2		213.0		(12.1	)		6,759.1
Corporate bonds		5,908.6		234.9		(16.9	)		6,126.6
Asset-backed securities		422.4		25.4		-			447.8
Commercial mortgage backed securities		476.6		15.9		-			492.5
Municipal bonds		493.7		23.1		(0.6	)		516.2
Canadian government obligations and
Canadian government agency obligations		1,082.0		20.8		(1.3	)		1,101.5
Other securities		1,415.1		72.4		(3.7	)		1,483.8
Total available-for-sale securities		16,356.6		605.5		(34.6	)		16,927.5
Total corporate investments and funds
held for clients	$	26,088.4	$	605.5	$	(34.6	)	$	26,659.3

At September 30, 2011, U.S. Treasury and direct obligations of U.S. government agencies primarily include debt directly issued by Federal Home Loan Banks, Federal Farm Credit Banks, Federal National Mortgage Association ("Fannie Mae") and Federal Home Loan Mortgage Corporation ("Freddie Mac") and with fair values of $3,945.6 million, $929.0 million, $695.0 million, and $653.0 million, respectively.

10

At June 30, 2011, U.S. Treasury and direct obligations of U. S. government agencies primarily include debt directly issued by Federal Home Loan Banks, Federal Farm Credit Banks, Fannie Mae, and Freddie Mac with fair values of $3,886.5 million, $914.0 million, $702.4 million and $759.1 million, respectively. U.S. Treasury and direct obligations of U.S. government agencies represent senior, unsecured, non-callable debt that primarily carries a credit rating of AAA, as rated by Moody's and AA+, as rated by Standard & Poor's and has maturities ranging from October 2011 through June 2021.

At September 30, 2011, asset-backed securities include primarily AAA rated senior tranches of securities with predominately prime collateral of fixed rate credit card, rate reduction and auto loan receivables with fair values of $205.2 million, $170.9 million and $21.4 million, respectively. At June 30, 2011, asset-backed securities include primarily AAA rated senior tranches of securities with predominately prime collateral of fixed rate credit card, rate reduction and auto loan receivables with fair values of $220.5 million, $196.9 million and $30.0 million, respectively. These securities are collateralized by the cash flows of the underlying pools of receivables. The primary risk associated with these securities is the collection risk of the underlying receivables. All collateral on such asset-backed securities has performed as expected through September 30, 2011.

At September 30, 2011, other securities and their fair value primarily represent Canadian provincial bonds of $548.1 million, supranational bonds of $386.9 million, sovereign bonds of $357.8 million, AAA rated mortgage-backed securities of $145.5 million that are guaranteed by Fannie Mae and Freddie Mac and corporate bonds backed by the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program of $128.3 million. At June 30, 2011, other securities and their fair value primarily represent Canadian provincial bonds of $494.3 million, supranational bonds of $360.1 million, sovereign bonds of $328.8 million, AAA rated mortgage-backed securities of $146.5 million that are guaranteed by Fannie Mae and Freddie Mac and corporate bonds backed by the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program of $129.1 million. The Company's AAA rated mortgage-backed securities represent an undivided beneficial ownership interest in a group or pool of one or more residential mortgages. These securities are collateralized by the cash flows of 15-year and 30-year residential mortgages and are guaranteed by Fannie Mae and Freddie Mac as to the timely payment of principal and interest.

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

	September 30,		June 30,
	2011		2011
Corporate investments:
Cash and cash equivalents	$	1,248.9	$	1,389.4
Short-term marketable securities		19.1		36.3
Long-term marketable securities		99.7		98.0
Total corporate investments	$	1,367.7	$	1,523.7

Funds held for clients represent assets that, based upon the Company's intent, are restricted for use solely for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services, which are classified as client funds obligations on our Consolidated Balance Sheets.

11

Funds held for clients have been invested in the following categories:

	September 30,		June 30,
	2011		2011
Funds held for clients:
Restricted cash and cash equivalents held
to satisfy client funds obligations	$	2,141.8	$	8,342.4
Restricted short-term marketable securities held
to satisfy client funds obligations		2,824.5		3,059.9
Restricted long-term marketable securities held
to satisfy client funds obligations		14,305.8		13,733.3
Total funds held for clients	$	19,272.1	$	25,135.6

Client funds obligations represent the Company's contractual obligations to remit funds to satisfy clients' payroll and tax payment obligations and are recorded on the Consolidated Balance Sheets at the time that the Company impounds funds from clients. The client funds obligations represent liabilities that will be repaid within one year of the balance sheet date. The Company has reported client funds obligations as a current liability on the Consolidated Balance Sheets totaling $18,552.6 million and $24,591.1 million as of September 30, 2011 and June 30, 2011, respectively. The Company has classified funds held for clients as a current asset since these funds are held solely for the purposes of satisfying the client funds obligations. The Company has reported the cash flows related to the purchases of corporate and client funds marketable securities and related to the proceeds from the sales and maturities of corporate and client funds marketable securities on a gross basis in the investing section of the Statements of Consolidated Cash Flows. The Company has reported the cash inflows and outflows related to client funds investments with original maturities of 90 days or less on a net basis within net increase in restricted cash and cash equivalents and other restricted assets held to satisfy client funds obligations in the investing section of the Statements of Consolidated Cash Flows. The Company has reported the cash flows related to the cash received from and paid on behalf of clients on a net basis within net increase in client funds obligations in the financing section of the Statements of Consolidated Cash Flows.

Approximately 87% of the available-for-sale securities held a AAA or AA rating at September 30, 2011, as rated by Moody's, Standard & Poor's and, for Canadian securities, Dominion Bond Rating Service. All available-for-sale securities were rated as investment grade at September 30, 2011.

12

The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of September 30, 2011, are as follows:

	Unrealized					Unrealized
	losses			Fair market		losses		Fair market		Total gross
	less than			value less than		greater than		value greater		unrealized			Total fair
	12 months			12 months		12 months		than 12 months		losses			market value
U.S. Treasury and direct obligations of
U.S. government agencies	$	(1.0	)	$	182.5	$	-	$	-	$	(1.0	)	$	182.5
Corporate bonds		(6.4	)		470.4		-		-		(6.4	)		470.4
Asset-backed securities		-			2.6		-		-		-			2.6
Commercial mortgage-backed securities		-			28.2		-		-		-			28.2
Municipal bonds		(0.1	)		5.3		-		-		(0.1	)		5.3
Canadian government obligations and														-
Canadian government agency obligations		-			6.7		-		-		-			6.7
Other securities		(0.3	)		17.5		-		-		(0.3	)		17.5
	$	(7.8	)	$	713.2	$	-	$	-	$	(7.8	)	$	713.2

The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of June 30, 2011 are as follows:

	Unrealized					Unrealized
	losses			Fair market		losses		Fair market		Total gross
	less than			value less than		greater than		value greater		unrealized			Total fair
	12 months			12 months		12 months		than 12 months		losses			market value
U.S. Treasury and direct obligations of
U.S. government agencies	$	(12.1	)	$	1,049.0	$	-	$	-	$	(12.1	)	$	1,049.0
Corporate bonds		(16.9	)		945.2		-		-		(16.9	)		945.2
Asset-backed securities		-			0.5		-		-		-			0.5
Commercial mortgage-backed securities		-			17.3		-		-		-			17.3
Municipal bonds		(0.6	)		35.0		-		-		(0.6	)		35.0
Canadian government obligations and
Canadian government agency obligations		(1.3	)		227.7		-		-		(1.3	)		227.7
Other securities		(3.7	)		242.3		-		-		(3.7	)		242.3
	$	(34.6	)	$	2,517.0	$	-	$	-	$	(34.6	)	$	2,517.0

Expected maturities of available-for-sale securities at September 30, 2011 are as follows:

Due in one year or less	$	2,843.7
Due after one year to two years		3,157.0
Due after two years to three years		1,705.5
Due after three years to four years		3,790.7
Due after four years		5,752.2
Total available-for-sale securities	$	17,249.1

For the securities in an unrealized loss position of $7.8 million at September 30, 2011, the Company concluded that it did not have the intent to sell such securities and it was not more likely than not that the Company would be required to sell such securities before recovery, in order to determine whether such losses were due to credit losses. The securities with unrealized losses of $7.8 million were primarily comprised of corporate bonds and U.S. Treasury and direct obligations of U.S. government agencies.

13

The Company evaluated such securities utilizing a variety of quantitative and qualitative factors including whether the Company expects to collect all amounts due under the contractual terms of the security, information about current and past events of the issuer, and the length of time and the extent to which the fair value has been less than the cost basis. At September 30, 2011, the Company concluded that unrealized losses on available-for-sale securities held at September 30, 2011 were not credit losses and were attributable to changes in interest rates. As a result, the Company concluded that the $7.8 million in unrealized losses on such securities should be recorded in accumulated other comprehensive income on the Consolidated Balance Sheets at September 30, 2011.

Note 7. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date and is based upon the Company’s principal or most advantageous market for a specific asset or liability.

U.S. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

Level 1	Fair value is determined based upon quoted prices for identical assets or liabilities that are traded in active markets.
Level 2	Fair value is determined based upon inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:   quoted prices for similar assets or liabilities in active markets;  quoted prices for identical or similar assets or liabilities in markets that are not active;  inputs other than quoted prices that are observable for the asset or liability; or  inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3	Fair value is determined based upon inputs that are unobservable and reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based upon the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

Available-for-sale securities included in Level 1 are valued using closing prices for identical instruments that are traded on active exchanges. Available-for-sale securities included in Level 2 are valued utilizing inputs obtained from an independent pricing service. To determine the fair value of our Level 2 investments, a variety of inputs are utilized, including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, new issue data, and monthly payment information. Over 99% of our Level 2 investments are valued utilizing inputs obtained from a pricing service. The Company reviews the values generated by the independent pricing service for reasonableness by comparing the valuations received from the independent pricing service to valuations from at least one other observable source. The Company has not adjusted the prices obtained from the independent pricing service. The Company has no available-for-sale securities included in Level 3.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy. In certain instances, the inputs used to measure fair value may meet the definition of more than one level of the fair value hierarchy. The significant input with the lowest level priority is used to determine the applicable level in the fair value hierarchy.

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The following table presents the Company's assets measured at fair value on a recurring basis at September 30, 2011. Included in the table are available-for-sale securities within corporate investments of $118.8 million and funds held for clients of $17,130.3 million. Refer to Note 6 for additional disclosure in relation to corporate investments and funds held for clients.

	Level 1		Level 2		Level 3		Total
U.S Treasury and direct obligations of
U.S. government agencies	$	-	$	6,742.7	$	-	$	6,742.7
Corporate bonds		-		6,567.4		-		6,567.4
Asset-backed securities		-		397.9		-		397.9
Commercial mortgage-backed securities		-		433.5		-		433.5
Municipal bonds		-		516.9		-		516.9
Canadian government obligations and
Canadian government agency obligations		-		1,005.3		-		1,005.3
Other securities		14.0		1,571.4		-		1,585.4
Total available-for-sale securities	$	14.0	$	17,235.1	$	-	$	17,249.1

The following table presents the Company’s assets measured at fair value on a recurring basis at June 30, 2011. Included in the table are available-for-sale securities within corporate investments of $134.3 million and funds held for clients of $16,793.2 million.

	Level 1		Level 2		Level 3		Total
U.S Treasury and direct obligations of
U.S. government agencies	$	-	$	6,759.1	$	-	$	6,759.1
Corporate bonds		-		6,126.6		-		6,126.6
Asset-backed securities		-		447.8		-		447.8
Commercial mortgage-backed securities		-		492.5		-		492.5
Municipal bonds		-		516.2		-		516.2
Canadian government obligations and
Canadian government agency obligations		-		1,101.5		-		1,101.5
Other securities		20.1		1,463.7		-		1,483.8
Total available-for-sale securities	$	20.1	$	16,907.4	$	-	$	16,927.5

Note 8. Receivables

Accounts receivable, net, includes the Company’s trade receivables, which are recorded based upon the amount the Company expects to receive from its clients, net of an allowance for doubtful accounts. The Company’s receivables also include notes receivable for the financing of the sale of computer systems, primarily from auto, truck, motorcycle, marine, recreational vehicle and heavy equipment dealers. Notes receivable are recorded based upon the amount the Company expects to receive from its clients, net of an allowance for doubtful accounts and unearned income. The allowance for doubtful accounts is the Company's best estimate of probable credit losses related to trade receivables and notes receivable based upon the aging of the receivables, historical collection data, internal assessments of credit quality and the economic conditions in the automobile industry, as well as in the economy as a whole. The Company charges off uncollectable amounts against the reserve in the period in which it determines they are uncollectable. Unearned income on notes receivable is amortized using the effective interest method.

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The Company’s receivables, whose carrying value approximates fair value, are as follows:

	September 30, 2011						June 30, 2011
	Current			Long-term			Current			Long-term
Trade receivables	$	1,209.7		$	-		$	1,333.2		$	-
Notes receivable		87.9			142.1			90.5			146.4
Less:
Allowance for doubtful accounts - trade receivables		(46.8	)		-			(44.8	)		-
Allowance for doubtful accounts - notes receivable		(6.0	)		(9.7	)		(5.7	)		(9.4	)
Unearned income-notes receivable		(7.9	)		(7.6	)		(8.4	)		(8.3	)
Total	$	1,236.9		$	124.8		$	1,364.8		$	128.7

The Company determines the allowance for doubtful accounts related to notes receivable based upon a specific reserve for known collection issues, as well as a non-specific reserve based upon aging, both of which are based upon history of such losses and current economic conditions. Based upon our methodology, the notes receivable balances with specific and non-specific reserves and the specific and non-specific reserves associated with those balances are as follows:

	September 30, 2011
	Notes Receivable				Reserve
	Current		Long-term		Current		Long-term
Specific Reserve	$	0.6	$	0.9	$	0.6	$	0.9
Non-specific Reserve		87.3		141.2		5.4		8.8
Total	$	87.9	$	142.1	$	6.0	$	9.7
	June 30, 2011
	Notes Receivable				Reserve
	Current		Long-term		Current		Long-term
Specific Reserve	$	0.6	$	0.9	$	0.6	$	0.9
Non-specific Reserve		89.9		145.5		5.1		8.5
Total	$	90.5	$	146.4	$	5.7	$	9.4

The rollforward of the allowance for doubtful accounts related to notes receivable is as follows:

	Current			Long-term
Balance at June 30, 2011	$	5.7		$	9.4
Incremental provision		0.4			0.3
Recoveries		0.1			0.2
Chargeoffs		(0.2	)		(0.2	)
Balance at September 30, 2011	$	6.0		$	9.7

As of September 30, 2011 and June 30, 2011, the allowance for doubtful accounts as a percentage of notes receivable is approximately 7% and 6%, respectively.

Notes receivable aged over 30 days past due are considered delinquent. Notes receivable aged over 60 days past due and notes receivable with known collection issues are placed on non-accrual status. Interest revenue is not recognized on notes receivable while on non-accrual status. Cash payments received on non-accrual receivables are applied towards principal. When notes receivable on non-accrual status are again less than 60 days past due, recognition of interest revenue for notes receivable is resumed. At September 30, 2011, the Company had $1.0 million in notes receivable on non-accrual status, including $0.4 million of notes receivable aged over 60 days past due.

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On an ongoing basis, the Company evaluates the credit quality of its financing receivables, utilizing aging of receivables, collection experience and charge-offs. In addition, the Company evaluates economic conditions in the auto industry and specific dealership matters, such as bankruptcy. As events related to a specific client dictate, the credit quality of a client is reevaluated.

The aging of the notes receivable past due at September 30, 2011 is as follows:

	Over 30 days to
	60 days		Over 60 days
Notes Receivables	$	1.7	$	0.4

At September 30, 2011, approximately 99% of notes receivable are current. During the three months ended September 30, 2011, the charge-offs as a percentage of notes receivable were 0.2%.

Note 9. Goodwill and Intangible Assets, net

Changes in goodwill for the three months ended September 30, 2011 are as follows:

	Employer			PEO		Dealer
	Services			Services		Services			Total
Balance as of June 30, 2011	$	1,935.0		$	4.8	$	1,133.8		$	3,073.6
Additions and other adjustments, net		(13.0	)		-		(18.4	)		(31.4	)
Currency translation adjustments		(34.0	)		-		(10.7	)		(44.7	)
Balance as of September 30, 2011	$	1,888.0		$	4.8	$	1,104.7		$	2,997.5

Components of intangible assets, net, are as follows:

	September 30,			June 30,
	2011			2011
Intangible assets:
Software and software licenses	$	1,335.0		$	1,322.4
Customer contracts and lists		810.5			821.0
Other intangibles		239.1			238.3
		2,384.6			2,381.7
Less accumulated amortization:
Software and software licenses		(1,081.7	)		(1,062.1	)
Customer contracts and lists		(451.9	)		(443.7	)
Other intangibles		(164.3	)		(160.2	)
		(1,697.9	)		(1,666.0	)
Intangible assets, net	$	686.7		$	715.7

Other intangibles consist primarily of purchased rights, covenants, patents and trademarks (acquired directly or through acquisitions). All of the intangible assets have finite lives and, as such, are subject to amortization. The weighted average remaining useful life of the intangible assets is 8 years (4 years for software and software licenses, 11 years for customer contracts and lists, and 8 years for other intangibles). Amortization of intangible assets was $43.2 million and $40.1 million for the three months ended September 30, 2011 and 2010, respectively.

17

Estimated future amortization expenses of the Company's existing intangible assets are as follows:

	Amount
Nine months ending June 30, 2012	$	129.3
Twelve months ending June 30, 2013	$	132.7
Twelve months ending June 30, 2014	$	102.2
Twelve months ending June 30, 2015	$	69.0
Twelve months ending June 30, 2016	$	53.0
Twelve months ending June 30, 2017	$	40.7

The Company has not incurred significant costs to renew or extend the term of acquired intangible assets during the three months ended September 30, 2011.

Note 10. Short-term Financing

The Company has a $2.0 billion, 364-day credit agreement with a group of lenders that matures in June 2012. In addition, the Company has a four-year $3.25 billion credit facility maturing in June 2015 that contains an accordion feature under which the aggregate commitment can be increased by $500.0 million, subject to the availability of additional commitments. The Company also has an existing $1.5 billion three-year credit facility that matures in June 2013 that also contains an accordion feature under which the aggregate commitment can be increased by $500.0 million, subject to the availability of additional commitments. The interest rate applicable to committed borrowings is tied to LIBOR, the federal funds effective rate or the prime rate depending on the notification provided by the Company to the syndicated financial institutions prior to borrowing. The Company is also required to pay facility fees on the credit agreements. The primary uses of the credit facilities are to provide liquidity to the commercial paper program and funding for general corporate purposes, if necessary. The Company had no borrowings through September 30, 2011 under the credit agreements.

The Company’s U.S. short-term funding requirements related to client funds are sometimes obtained through a short-term commercial paper program, which provides for the issuance of up to $6.75 billion in aggregate maturity value of commercial paper. The Company’s commercial paper program is rated A-1+ by Standard and Poor’s and Prime-1 by Moody’s. These ratings denote the highest quality commercial paper securities. Maturities of commercial paper can range from overnight to up to 364 days. At September 30, 2011 and June 30, 2011, the Company had no commercial paper outstanding. For the three months ended September 30, 2011 and 2010, the Company’s average borrowings were $3.0 billion and $2.2 billion, respectively, at weighted average interest rates of 0.1% and 0.2%, respectively. The weighted average maturity of the Company’s commercial paper during the three months ended September 30, 2011 approximated two days.

The Company’s U.S. and Canadian short-term funding requirements related to client funds obligations are sometimes obtained on a secured basis through the use of reverse repurchase agreements. These agreements are collateralized principally by government and government agency securities. These agreements generally have terms ranging from overnight to up to five business days. The Company has $2.0 billion available to it on a committed basis under these reverse repurchase agreements. At September 30, 2011 and June 30, 2011, there were no outstanding obligations under reverse repurchase agreements. For the three months ended September 30, 2011 and 2010, the Company had average outstanding balances under reverse repurchase agreements of $496.8 million and $608.9 million, respectively, at weighted average interest rates of 0.5% and 0.4%, respectively.

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Note 11. Debt

Components of long-term debt are as follows:

	September 30,			June 30,
	2011			2011
Industrial revenue bonds	$	21.6		$	21.6
Secured financing		14.9			15.4
		36.5			37.0
Less: current portion		(10.5	)		(2.8	)
	$	26.0		$	34.2

The fair value of the industrial revenue bonds and other debt, included above, approximates carrying value.

Note 12. Employee Benefit Plans

A. Stock Plans. The Company recognizes stock-based compensation expense in net earnings based on the fair value of the award on the date of grant. Stock-based compensation consists of the following:

• Stock Options. Stock options are granted to employees at exercise prices equal to the fair market value of the Company's common stock on the dates of grant. Stock options are issued under a grade vesting schedule. Options granted prior to July 1, 2008 generally vest ratably over five years and have a term of 10 years. Options granted after July 1, 2008 generally vest ratably over four years and have a term of 10 years. Compensation expense for stock options is recognized over the requisite service period for each separately vesting portion of the stock option award.
   
• Employee Stock Purchase Plan. The Company offers an employee stock purchase plan that allows eligible employees to purchase shares of common stock at a price equal to 95% of the market value for the Company's common stock on the last day of the offering period. This plan has been deemed non-compensatory and therefore, no compensation expense has been recorded.
   
• Restricted Stock.
   
  • Time-Based Restricted Stock. The Company has issued time-based restricted stock to certain key employees. These shares are restricted as to transfer and in certain circumstances must be returned to the Company at the original purchase price. The Company records stock compensation expense relating to the issuance of restricted stock based on market prices on the date of grant on a straight-line basis over the period in which the transfer restrictions exist, which is up to five years from the date of grant.
     
  • Performance-Based Restricted Stock. The performance-based restricted stock program has a one-year performance period, and a subsequent six-month service period. Under this program, the Company communicates "target awards" to employees at the beginning of the performance period and, as such, dividends are not paid in respect of the "target awards" during the performance period. After the performance period, if the performance targets are achieved, associates are eligible to receive dividends on shares awarded under the program. The performance target is based on earnings per share growth over the performance period, with possible payouts ranging from 0% to 150% of the "target awards." Stock-based compensation expense is measured based upon the fair value of the award on the grant date. Compensation expense is recognized on a straight-line basis over the vesting period of approximately 18 months, based upon the probability that the performance target will be met.

19

The Company currently utilizes treasury stock to satisfy stock option exercises, issuances under the Company's employee stock purchase plan and restricted stock awards. From time to time, the Company may repurchase shares of its common stock under its authorized share repurchase programs. The Company has repurchased 5.3 million shares in the three months ended September 30, 2011 as compared to 1.2 million shares repurchased in the three months ended September 30, 2010. The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions.

Stock-based compensation expense of $18.6 million and $13.9 million was recognized in earnings for the three months ended September 30, 2011 and 2010, respectively, as well as related tax benefits of $6.9 million and $5.2 million, respectively.

	Three Months Ended
	September 30,
	2011		2010
Operating expenses	$	3.1	$	2.0
Selling, general and administrative expenses		12.7		9.7
System development and programming costs		2.8		2.2
Total pretax stock-based compensation expense	$	18.6	$	13.9

As of September 30, 2011, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock awards amounted to $7.9 million and $94.9 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 1.3 years and 1.5 years, respectively.

During the three months ended September 30, 2011, the following activity occurred under our existing plans:

Stock Options:

	Number		Weighted
	of Options		Average Price
	(in thousands)		(in dollars)
Options outstanding at
July 1, 2011	21,714		$	40
Options granted	200		$	47
Options exercised	(1,005	)	$	51
Options canceled	(57	)	$	39
Options outstanding at
September 30, 2011	20,852		$	40

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Performance-Based Restricted Stock:

	Number
	of Shares
	(in thousands)
Restricted shares outstanding
at July 1, 2011	1,351
Restricted shares granted	1,770
Restricted shares vested	-
Restricted shares forfeited	(12	)
Restricted shares outstanding
at September 30, 2011	3,109
Time-Based Restricted Stock:
	Number
	of Shares
	(in thousands)
Restricted shares outstanding,
at July 1, 2011	493
Restricted shares granted	2
Restricted shares vested	(37	)
Restricted shares forfeited	-
Restricted shares outstanding,
at September 30, 2011	458

The fair value of each stock option issued is estimated on the date of grant using a binomial option pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company’s stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes.

The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grant is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding.

The fair value for stock options granted was estimated at the date of grant using the following assumptions:

	Three Months Ended
	September 30,
	2011			2010
Risk-free interest rate		1.0	%		1.6	%
Dividend yield		3.1	%		3.3	%
Weighted average volatility factor		24.9	%		24.9	%
Weighted average expected life (in years)		5.2			5.1
Weighted average fair value (in dollars)	$	6.99		$	6.37

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B. Pension Plans

The components of net pension expense were as follows:

	Three months ended
	September 30,
	2011			2010
Service cost – benefits earned during the period	$	14.3		$	13.1
Interest cost on projected benefits		15.5			14.0
Expected return on plan assets		(24.4	)		(22.1	)
Amortization of losses		3.8			5.1
Net pension expense	$	9.2		$	10.1

During the three months ended September 30, 2011, the Company contributed $77.0 million to the pension plans and expects to contribute approximately $7.0 million during the remainder of the fiscal year ended June 30, 2012.

Note 13. Income Taxes

The effective tax rate for the three months ended September 30, 2011 and 2010 was 34.1% and 36.2%, respectively. The decrease in the effective tax rate of 2.1% is related to the expiration of certain statute of limitations, the final resolution of certain tax matters, and a favorable mix of earnings between jurisdictions.

Note 14. Commitments and Contingencies

In September 2010, a purported class action lawsuit was filed against the Company in the Superior Court of the State of California, County of Los Angeles. The lawsuit was subsequently removed to the United States District Court, Central District of California, Western Division. The complaint alleges that the Company unlawfully handled certain client calls and seeks statutory damages. The services at issue were performed by an independent third-party vendor, and the Company believes that it has the contractual right to full indemnification from this vendor for any potential losses it might incur with respect to the matter. In April 2011, the Company and the third-party vendor entered into a class action settlement agreement with the plaintiff to settle the matter subject to court approval. As part of the settlement, the Company was to be dismissed from the action, and the third-party vendor will pay all settlement amounts. The third-party vendor is also paying all of the Company’s legal fees and costs associated with the defense of the matter. The Company was dismissed from the action on May 2, 2011. On July 20, 2011 the court granted preliminary approval to the class action settlement and provisionally certified the settlement class. A hearing on final approval is scheduled for November 28, 2011.

On July 18, 2011, athenahealth, Inc. filed a complaint against ADP AdvancedMD, Inc., a subsidiary of the Company. The complaint alleges that ADP AdvancedMD’s activities in providing medical practice management and billing and revenue management software and associated services to physicians and medical practice managers infringe two patents owned by athenahealth, Inc. The complaint seeks monetary damages, injunctive relief, and costs. The Company has responded to the complaint, continues to investigate the merits of the claims, and intends to vigorously defend itself.

In June of 2011, the Company received a Commissioner’s Charge from the U.S. Equal Employment Opportunity Commission (“EEOC”) alleging that the Company has violated Title VII of the Civil Rights Act of 1964 by refusing to recruit, hire, transfer and promote certain persons on the basis of their race, in the State of Illinois from at least the period of January 1, 2007 to the present. The Company is investigating the allegations set forth in the Commissioner’s Charge and is cooperating with the EEOC’s investigation.

22

The Company is subject to various claims and litigation in the normal course of business. When a loss is considered probable and reasonably estimable, the Company records a liability in the amount of its best estimate for the ultimate loss. At this time the Company is unable to estimate any possible loss, or range of possible loss, with respect to the matters described above. This is primarily because these matters are still in early stages and involve complex issues subject to inherent uncertainty. There can be no assurance that these matters will be resolved in a manner that is not adverse to the Company.

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

The Company has obligations under various facilities and equipment leases and software license agreements that were disclosed in its Annual Report on Form 10-K for the year ended June 30, 2011.

Note 15. Foreign Currency Risk Management Programs

The Company is exposed to market risk from changes in foreign currency exchange rates that could impact its consolidated results of operations, financial position or cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company does not use derivative financial instruments for trading purposes.

The Company had no derivative financial instruments outstanding at September 30, 2011 or June 30, 2011.

Note 16. Comprehensive Income

	Three Months Ended
	September 30,
	2011			2010
Net earnings	$	302.7		$	278.5
Other comprehensive income:
Currency translation adjustments		(75.3	)		79.7
Unrealized gain on available-for-sale
securities, net of tax		112.3			93.7
Pension liability adjustment, net of tax		2.4			(0.4	)
Comprehensive income	$	342.1		$	451.5

Note 17. Interim Financial Data by Segment

Based upon similar economic characteristics and operational characteristics, the Company’s strategic business units have been aggregated into the following three reportable segments: Employer Services, PEO Services, and Dealer Services. The primary components of the “Other” segment are miscellaneous processing services, such as customer financing transactions, non-recurring gains and losses, results of operations of ADP Indemnity (a wholly-owned captive insurance company that provides workers’ compensation and employer’s liability deductible reimbursement insurance protection for PEO Services worksite employees) and certain expenses that have not been charged to the reportable segments, such as stock-based compensation expense. Certain revenues and expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are recorded based on management responsibility. The prior year reportable segments’ revenues and earnings before income taxes have been adjusted to reflect updated fiscal 2012 budgeted foreign exchange rates. In addition, there is a reconciling item for the difference between actual interest income earned on invested funds held for clients and interest credited to Employer Services and PEO Services at a standard rate of 4.5%. The reportable segments’ results also include an internal cost of capital charge related to the funding of acquisitions and other investments. All of these adjustments/charges are reconciling items to our reportable segments’ revenues and/or earnings before income taxes and results in the elimination of these adjustments/charges in consolidation.

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Segment Results:

							Earnings
	Revenues						before Income Taxes
	Three Months Ended						Three Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Employer Services	$	1,750.4		$	1,599.3		$	410.0		$	382.4
PEO Services		400.5			341.3			36.6			28.0
Dealer Services		407.9			346.2			63.1			49.6
Other		2.8			3.3			(33.1	)		(18.3	)
Reconciling items:
Foreign exchange		9.7			(32.6	)		0.7			(3.2	)
Client fund interest		(48.8	)		(28.1	)		(48.8	)		(28.1	)
Cost of capital charge		-			-			30.8			26.0
Total	$	2,522.5		$	2,229.4		$	459.3		$	436.4

Note 18. Subsequent Events

Subsequent to September 30, 2011, the Company acquired two businesses for approximately $124.5 million. The Company is currently evaluating the opening balance sheets for these businesses. These acquisitions are not expected to be material to the Company’s operations, financial position or cash flows, individually or in the aggregate.

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

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

FORWARD-LOOKING STATEMENTS

This report and other written or oral statements made from time to time by ADP may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, and which may be identified by the use of words like "expects," "assumes," "projects," "anticipates," "estimates," "we believe," "could be" and other words of similar meaning, are forward-looking statements. These statements are based on management's expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include: ADP's success in obtaining, retaining and selling additional services to clients; the pricing of services and products; changes in laws regulating payroll taxes, professional employer organizations and employee benefits; overall market and economic conditions, including interest rate and foreign currency trends; competitive conditions; auto sales and related industry changes; employment and wage levels; changes in technology; availability of skilled technical associates, and; the impact of new acquisitions and divestitures. ADP disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. These risks and uncertainties, along with the risk factors discussed under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (“fiscal 2011”), should be considered in evaluating any forward-looking statements contained herein.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (‘U.S. GAAP’). The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare the consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011 in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations.

RESULTS OF OPERATIONS

Executive Overview

We achieved strong results in fiscal 2011 coming out of a challenging year in fiscal 2010. We continue to see improvements in our key business metrics and growth from our strategic acquisitions. Our continued investment in the sales force and client service associates, along with our focus on product innovation has led to growth in new business sales and increases in revenue retention across our business segments.

We have a strong business model with a high percentage of recurring revenues, excellent margins, the ability to generate consistent, healthy cash flows, strong client revenue retention, and low capital expenditure requirements. We invest our clients' funds in accordance with ADP's prudent and conservative investment guidelines where the safety, liquidity, and diversification of our clients’ funds are

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the foremost objectives of our investment strategy. The portfolio is predominantly invested in AAA/AA rated fixed-income securities. We continue to return excess cash to our shareholders through our share repurchase program and dividends.

Our financial condition and balance sheet remain solid at September 30, 2011, with cash and cash equivalents and marketable securities of $1,367.7 million. We continue to look for opportunities to further enhance and complement our product portfolio and service offerings and accordingly have completed the acquisitions of three businesses for approximately $126.4 million in cash, including two businesses acquired subsequent to September 30, 2011. We expect that these acquisitions will not have a material impact on our earnings for fiscal 2012, individually or in the aggregate.

Analysis of Consolidated Operations

	Three Months Ended
	September 30,
	2011			2010			$ Change			% Change
Total revenues	$	2,522.5		$	2,229.4		$	293.1		13	%
Costs of revenues:
Operating expenses	$	1,292.7		$	1,116.7		$	176.0		16	%
Systems development and
programming costs		149.7			134.9			14.8		11	%
Depreciation and amortization		63.7			60.3			3.4		6	%
Total costs of revenues	$	1,506.1		$	1,311.9		$	194.2		15	%
Selling, general and
administrative expenses	$	589.2		$	515.6		$	73.6		14	%
Interest expense		2.1			2.7			(0.6	)	(22	)%
Total expenses	$	2,097.4		$	1,830.2		$	267.2		15	%
Other income, net	$	(34.2	)	$	(37.2	)	$	(3.0	)	(8	)%
Earnings before income taxes	$	459.3		$	436.4		$	22.9		5	%
Margin		18	%		20	%
Provision for income taxes	$	156.6		$	157.9		$	(1.3	)	(1	)%
Effective tax rate		34.1	%		36.2	%
Net earnings	$	302.7		$	278.5		$	24.2		9	%
Diluted earnings per share	$	0.61		$	0.56		$	0.05		9	%

Total Revenues

Total revenues increased $293.1 million, or 13%, to $2,522.5 million for the three months ended September 30, 2011, from $2,229.4 million for the three months ended September 30, 2010, due to an increase in revenues in Employer Services of 9%, or $151.1 million, to $1,750.4 million, PEO Services of 17%, or $59.2 million, to $400.5 million, and Dealer Services of 18%, or $61.7 million, to $407.9 million. Total revenues would have increased approximately 10% without the impact of recently completed acquisitions. In addition, revenues increased $48.5 million due to changes in foreign currency exchange rates.

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Total Expenses

Total expenses increased $267.2 million, or 15%, to $2,097.4 million for the three months ended September 30, 2011, from $1,830.2 million for the three months ended September 30, 2010. The increase in our consolidated expenses was due to an increase in operating expenses of $176.0 million, an increase in selling, general and administrative expenses of $73.6 million and an increase in systems development and programming expenses of $14.8 million. Total expenses would have increased approximately 11% without the impact of recently completed acquisitions.

Our total costs of revenues increased $194.2 million, or 15%, to $1,506.1 million for the three months ended September 30, 2011, from $1,311.9 million for the three months ended September 30, 2010, due to an increase in our operating expenses of $176.0 million and an increase in systems development and programming expenses of $14.8 million.

Operating expenses increased $176.0 million, or 16%, for the three months ended September 30, 2011, as compared to the three months ended September 30, 2010 due to the increase in revenues described above, including the increases in PEO Services, which has pass-through costs that are re-billable and which includes costs for benefits coverage, workers’ compensation coverage and state unemployment taxes for worksite employees. These pass-through costs were $308.3 million for the three months ended September 30, 2011, which included costs for benefits coverage of $254.8 million and costs for workers’ compensation and payment of state unemployment taxes of $53.5 million. These pass-through costs were $260.4 million for the three months ended September 30, 2010, which included costs for benefits coverage of $222.8 million and costs for workers’ compensation and payment of state unemployment taxes of $37.6 million. The increase in operating expenses is also due to operating expenses related to businesses acquired of $47.3 million and higher expenses in Employer Services of $10.0 million related to increased service costs for investment in client-facing associates. Additionally, operating expense increased $24.7 million due to changes in foreign currency exchange rates.

Systems development and programming expenses increased $14.8 million, or 11%, for the three months ended September 30, 2011, as compared to the three months ended September 30, 2010 due to businesses acquired of $7.3 million and higher development expenses.

Selling, general and administrative expenses increased $73.6 million, or 14%, for the three months ended September 30, 2011, as compared to the three months ended September 30, 2010. The increase in expenses was due to higher selling expenses of $20.2 million resulting from increases in sales force headcount over prior year levels coupled with an increase in selling, general and administrative expenses of acquired businesses of $12.9 million. Additionally, selling, general and administrative expenses increased $13.4 million due to changes in foreign currency exchange rates.

Other Income, net

	Three Months Ended
	September 30,
	2011			2010			$ Change
Interest income on corporate funds	$	(29.6	)	$	(30.7	)	$	(1.1	)
Realized gains on available-for-sale securities		(4.3	)		(12.2	)		(7.9	)
Realized losses on available-for-sale securities		0.3			0.4			0.1
Impairment losses on assets held for sale		-			8.6			8.6
Gain on sales of buildings		-			(1.8	)		(1.8	)
Other, net		(0.6	)		(1.5	)		(0.9	)
Other income, net	$	(34.2	)	$	(37.2	)	$	(3.0	)

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Other income, net, decreased $3.0 million for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010. This decrease was mainly due to a decrease in realized gains on available-for-sale securities of $7.9 million and a $1.1 million decrease in interest income on corporate funds during the three months ended September 30, 2011 as compared to the three months ended September 30, 2010. The decrease in interest income on corporate funds resulted from lower average interest rates from 2.9% for the three months ended September 30, 2010 to 2.4% for the three months ended September 30, 2011, partially offset by increasing average daily corporate funds which increased from $4.2 billion for the three months ended September 30, 2010 to $4.9 billion for the three months ended September 30, 2011. In addition, during the three months ended September 30, 2010, the Company recorded an impairment loss on assets held for sale of $8.6 million and a gain on sales of buildings of $1.8 million.

Earnings before Income Taxes

Earnings before income taxes increased $22.9 million, or 5%, from $436.4 million for the three months ended September 30, 2010 to $459.3 million for the three months ended September 30, 2011 due to the increase in revenues, partially offset by the increase in expenses and the decrease in other income, net discussed above. Overall margin decreased approximately 140 basis points for the three months ended September 30, 2011 with approximately 40 basis points of margin decrease attributable to acquisitions.

Provision for Income Taxes

The effective tax rate for the three months ended September 30, 2011 and 2010 was 34.1% and 36.2%, respectively. The decrease in the effective tax rate of 2.1% is related to the expiration of certain statute of limitations, the final resolution of certain tax matters, and a favorable mix of earnings between jurisdictions.

Net Earnings and Diluted Earnings per Share

Net earnings increased $24.2 million, or 9%, to $302.7 million for the three months ended September 30, 2011 as compared to $278.5 million for the three months ended September 30, 2010, and diluted earnings per share increased 9% to $0.61 for the three months ended September 30, 2011 as compared to $0.56 for the three months ended September 30, 2010. The increase in diluted earnings per share for the three months ended September 30, 2011 reflects the impact of fewer shares outstanding as a result of the repurchase of approximately 5.3 million shares during the three months ended September 30, 2011 and the repurchase of 14.2 million shares in the fiscal year ended June 30, 2011.

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Analysis of Reportable Segments

	Revenues											Earnings before Income Taxes
	Three Months Ended											Three Months Ended
	September 30,											September 30,
	2011			2010			$ Change			% Change		2011			2010			$ Change			% Change
Employer Services	$	1,750.4		$	1,599.3		$	151.1		9	%	$	410.0		$	382.4		$	27.6		7	%
PEO Services		400.5			341.3			59.2		17	%		36.6			28.0			8.6		30	%
Dealer Services		407.9			346.2			61.7		18	%		63.1			49.6			13.5		27	%
Other		2.8			3.3			(0.5	)				(33.1	)		(18.3	)		(14.8	)
Reconciling items:
Foreign exchange		9.7			(32.6	)		42.3					0.7			(3.2	)		3.9
Client fund interest		(48.8	)		(28.1	)		(20.7	)				(48.8	)		(28.1	)		(20.7	)
Cost of capital charge		-			-			-					30.8			26.0			4.8
Total	$	2,522.5		$	2,229.4		$	293.1		13	%	$	459.3		$	436.4		$	22.9		5	%

The prior year's reportable segment revenues and earnings before income taxes have been adjusted to reflect updated fiscal 2012 budgeted foreign exchange rates. This adjustment is made for management purposes so that the reportable segments' revenues are presented on a consistent basis without the impact of changes in foreign currency exchange rates. This adjustment is a reconciling item to revenues and earnings before income taxes and is eliminated in consolidation.

Certain revenues and expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are charged to the reportable segments based on management’s responsibility for the applicable costs. The primary components of the “Other” segment are the results of operations of ADP Indemnity (a wholly-owned captive insurance company that provides workers’ compensation and employer’s liability deductible reimbursement insurance protection for PEO Services worksite employees), non-recurring gains and losses, miscellaneous processing services, such as customer financing transactions, and certain expenses that have not been charged to the reportable segments, such as stock-based compensation expense.

In addition, the reconciling items include an adjustment for the difference between actual interest income earned on invested funds held for clients and interest credited to Employer Services and PEO Services at a standard rate of 4.5%. This allocation is made for management reasons so that the reportable segments’ results are presented on a consistent basis without the impact of fluctuations in interest rates. This allocation is a reconciling item to our reportable segments’ revenues and earnings before income taxes and is eliminated in consolidation.

Finally, the reportable segments’ results also include a cost of capital charge related to the funding of acquisitions and other investments. This charge is a reconciling item to earnings before income taxes and is eliminated in consolidation.

Employer Services

Revenues

Employer Services' revenues increased $151.1 million, or 9%, to $1,750.4 million for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010. Revenues for our Employer Services business would have increased approximately 7% without the impact of acquisitions. Revenues increased due to new business started during the first quarter from new business sales growth, improved worldwide client revenue retention, higher average client funds balances, an increase in the number of employees on our clients’ payrolls, and the impact of price

29

increases. We credit Employer Services with interest on client funds at a standard rate of 4.5%; therefore, Employer Services' results are not influenced by changes in interest rates. Interest on client funds recorded within the Employer Services segment increased $15.5 million for the three months ended September 30, 2011 due to the increase in average client fund balances from $13.6 billion to $15.0 billion. Our worldwide client revenue retention rate increased 0.2 percentage points for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010. Pays per control, which represents the number of employees on our clients' payrolls as measured on a same-store-sales basis utilizing a representative subset of payrolls ranging from small to large businesses that are reflective of a broad range of U.S. geographic regions, increased 2.7% for the three months ended September 30, 2011.

Earnings before Income Taxes

Employer Services’ earnings before income taxes increased $27.6 million, or 7%, to $410.0 million for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010. The increase was due to the increase in revenues of $151.1 million discussed above, which was partially offset by an increase in expenses of $123.5 million. In addition to an increase in expenses related to increased revenues, expenses increased for the three months ended September 30, 2011 due to increases in sales and service headcount over the same period prior year levels coupled with the effects of acquisitions. Overall margin decreased approximately 50 basis points from 23.9% to 23.4% for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010, with approximately 70 basis points of margin decline attributable to acquisitions.

PEO Services

Revenues

PEO Services' revenues increased $59.2 million, or 17%, to $400.5 million for the three months ended September 30, 2011, as compared to the three months ended September 30, 2010, due to a 13% increase in the average number of worksite employees. The increase in the average number of worksite employees as compared to the prior year was due to an increase in the number of new clients and a 2.9 percentage point improvement in our client revenue retention rate for the three months ended September 30, 2011, as compared to the three months ended September 30, 2010. Revenues associated with benefits coverage, workers' compensation coverage, and state unemployment taxes for worksite employees that were billed to our clients increased $47.9 million due to the increase in the average number of worksite employees as well as increases in health care costs. Administrative revenues, which represent the fees for our services and are billed based upon a percentage of wages related to worksite employees, increased $9.6 million, or 16%, for the three months ended September 30, 2011, due to the increase in the number of average worksite employees.

We credit PEO Services with interest on client funds at a standard rate of 4.5%; therefore, PEO Services' results are not influenced by changes in interest rates. Interest on client funds recorded within the PEO Services segment increased $0.3 million for the three months ended September 30, 2011, due to the increase in average client funds balances as a result of increased PEO Services new business and growth in our existing client base. Average client funds balances were $0.2 billion for each of the three months ended September 30, 2011 and 2010.

Earnings before Income Taxes

PEO Services’ earnings before income taxes increased $8.6 million, or 30%, to $36.6 million for the three months ended September 30, 2011, as compared to the three months ended September 30, 2010. Earnings before income taxes increased due to growth in earnings related to the increase in the number

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of average worksite employees. Overall margin increased approximately 90 basis points to 9.1% for the three months ended September 30, 2011 from 8.2% for the three months ended September 30, 2010 resulting from higher average worksite employees.

Dealer Services

Revenues

Dealer Services' revenues increased $61.7 million, or 18%, to $407.9 million for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010. Dealer Services acquisitions made over the prior twelve months, including Cobalt, increased revenues for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010 by $42.2 million. Revenues for our Dealer Services business would have increased approximately 6% for the three months ended September 30, 2011 without the impact of acquisitions. Revenues without acquisitions increased $19.5 million due to new clients, improved client retention, and growth in our key products during the three months ended September 30, 2011, as compared to the three months ended September 30, 2010. We had growth in both our North American and International client revenue retention rates with each growing 1.5 percentage points, respectively, for the three months ended September 30, 2011. The growth in our key products was driven by increased users for Application Service Provider ("ASP") managed services, customer relationship management (“CRM”) solutions and growth in hosted IP telephony as well as an increase in transaction revenues due to higher credit report checks and vehicle registrations.

Earnings before Income Taxes

Dealer Services' earnings before income taxes increased $13.5 million, or 27%, to $63.1 million for the three months ended September 30, 2011, as compared to the three months ended September 30, 2010. The increase was due to the increase in revenues of $61.7 million discussed above and was partially offset by higher compensation costs. Overall margin increased approximately 115 basis points from 14.3% to 15.5% for the three months ended September 30, 2011, as compared to the three months ended September 30, 2010,which includes approximately 70 basis points of margin decline related to acquisitions. In addition, overall margin increased approximately 130 basis points due to acquisition-related costs incurred during the three months ended September 30, 2010 related to our acquisition of Cobalt in the prior year period.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2011, cash and marketable securities were $1,367.7 million, stockholders' equity was $6,019.2 million, and the ratio of long-term debt-to-equity was 0.4%. Working capital before funds held for clients and client funds obligations was $1,222.7 million, as compared to $1,252.2 million at June 30, 2011. The decrease was primarily due to a decrease in accounts receivable, net, together with an increase in income taxes payable offset by decreases in accrued expenses and other current liabilities, and accrued payroll and payroll related expenses.

Our principal sources of liquidity for operations are derived from cash generated through operations and through corporate cash and marketable securities on hand. We continued to generate positive cash flows from operations during the three months ended September 30, 2011, and we held approximately $1.4 billion of cash and marketable securities at September 30, 2011. We also have the ability to generate cash through our financing arrangements under our U.S. short-term commercial paper program and our U.S. and Canadian short-term repurchase agreements to meet short-term funding requirements related to client funds obligations.

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Net cash flows provided by operating activities were $316.3 million for the three months ended September 30, 2011, as compared to $222.3 million for the three months ended September 30, 2010. The increase in net cash flows provided by operating activities was due to the increase in net earnings, the timing of cash collections related to trade accounts receivable, and the timing of cash payments related to accounts payable. In addition, we had a net increase in cash flows provided by operating activities due to lower pension plan contributions of $75.1 million offset by a variance in the timing of tax related estimated cash payments and receipts of $74.0 million.

Net cash flows provided by investing activities were $5,882.1 million for the three months ended September 30, 2011, as compared to net cash flows used in investing activities of $4,155.7 million for the comparable period in the prior fiscal year. The net change in cash provided by investing activities is due to the timing of receipts and disbursements of restricted cash and cash equivalents held to satisfy client funds obligations and a decrease of $473.4 million related to cash used for business acquisitions.

Net cash flows used in financing activities were $6,315.4 million for the three months ended September 30, 2011 as compared to net cash flows provided by financing activities of $3,438.8 million for the three months ended September 30, 2010. The increase was due to the net change in client funds obligations of $9,576.0 million as a result of the timing of cash received and payments made related to client funds and an increase in the cash used for repurchases of common stock. We purchased approximately 5.3 million shares of our common stock at an average price per share of $47.58 during the three months ended September 30, 2011 compared to purchases of 1.2 million shares at an average price per share of $40.15 during the three months ended September 30, 2010. From time to time, the Company may repurchase shares of its common stock under its authorized share repurchase programs. The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions.

Our U.S. short-term funding requirements related to client funds are sometimes obtained through a short-term commercial paper program, which provides for the issuance of up to $6.75 billion in aggregate maturity value of commercial paper. Our commercial paper program is rated A-1+ by Standard and Poor’s and Prime-1 by Moody’s. These ratings denote the highest quality commercial paper securities. Maturities of commercial paper can range from overnight to up to 364 days. For the three months ended September 30, 2011 and 2010, the Company’s average borrowings were $3.0 billion and $2.2 billion, respectively, at weighted average interest rates of 0.1% and 0.2%, respectively. The weighted average maturity of the Company’s commercial paper during the three months ended September 30, 2011 approximated two days. We have successfully borrowed through the use of our commercial paper program on an as needed basis to meet short-term funding requirements related to client funds obligations. At September 30, 2011 and June 30, 2011 we had no outstanding obligations under short-term commercial paper program.

Our U.S. and Canadian short-term funding requirements related to client funds obligations are sometimes obtained on a secured basis through the use of reverse repurchase agreements, which are collateralized principally by government and government agency securities. These agreements generally have terms ranging from overnight to up to five business days. We have $2.0 billion available to us on a committed basis under these reverse repurchase agreements. For the three months ended September 30, 2011 and 2010, the Company had average outstanding balances under reverse repurchase agreements of $496.8 million and $608.9 million, respectively, at weighted average interest rates of 0.5% and 0.4%, respectively. We have successfully borrowed through the use of reverse repurchase agreements on an as needed basis to meet short-term funding requirements related to client funds obligations. At September 30, 2011 and June 30, 2011 we had no outstanding obligations under reverse repurchase agreements.

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We have a $2.0 billion, 364-day credit agreement with a group of lenders that matures in June 2012. In addition, we have a four-year $3.25 billion credit facility maturing in June 2015 that contains an accordion feature under which the aggregate commitment can be increased by $500.0 million, subject to the availability of additional commitments. We also have an existing $1.5 billion three-year credit facility that matures in June 2013 that also contains an accordion feature under which the aggregate commitment can be increased by $500.0 million, subject to the availability of additional commitments. The interest rate applicable to committed borrowings is tied to LIBOR, the federal funds effective rate, or the prime rate depending on the notification provided by the Company to the syndicated financial institutions prior to borrowing. The Company is also required to pay facility fees on the credit agreements. The primary uses of the credit facilities are to provide liquidity to the commercial paper program and funding for general corporate purposes, if necessary. We had no borrowings through September 30, 2011 under the credit agreements. We believe that we currently meet all conditions set forth in the revolving credit agreements to borrow there under, and we are not aware of any conditions that would prevent us from borrowing part or all of the $6.75 billion available to us under the revolving credit agreements.

Our investment portfolio does not contain any asset-backed securities with underlying collateral of subprime mortgages, alternative-A mortgages, sub-prime auto loans or sub-prime home equity loans, collateralized debt obligations, collateralized loan obligations, credit default swaps, asset-backed commercial paper, derivatives, auction rate securities, structured investment vehicles or non-investment grade fixed-income securities. We own AAA rated senior tranches of fixed rate credit card, rate reduction, auto loan and other asset-backed securities, secured predominately by prime collateral. All collateral on asset-backed securities is performing as expected. In addition, we own senior debt directly issued by Federal Home Loan Banks, Federal Farm Credit Banks, Federal Home Loan Mortgage Corporation ("Freddie Mac") and Federal National Mortgage Association ("Fannie Mae"). We do not own subordinated debt, preferred stock or common stock of any of these agencies. We do own AAA rated mortgage-backed securities, which represent an undivided beneficial ownership interest in a group or pool of one or more residential mortgages. These securities are collateralized by the cash flows of 15-year and 30-year residential mortgages and are guaranteed by Fannie Mae and Freddie Mac as to the timely payment of principal and interest. Our client funds investment strategy is structured to allow us to average our way through an interest rate cycle by laddering the maturities of our investments out to five years (in the case of the extended portfolio) and out to ten years (in the case of the long portfolio). This investment strategy is supported by our short-term financing arrangements necessary to satisfy short-term funding requirement relating to client funds obligations.

Capital expenditures for the three months ended September 30, 2011 were $32.0 million.Capital expenditures for the fiscal year ending June 30, 2012 are expected to be between $160.0 million and $180.0 million as compared to $184.8 million in the fiscal year ended June 30, 2011.

In the normal course of business, we enter into contracts in which we make representations and warranties that relate to the performance of our services and products. We do not expect any material losses related to such representations and warranties.

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Quantitative and Qualitative Disclosures about Market Risk

Our overall investment portfolio is comprised of corporate investments (cash and cash equivalents, short-term marketable securities, and long-term marketable securities) and client funds assets (funds that have been collected from clients but not yet remitted to the applicable tax authorities or client employees).

Our corporate investments are invested in cash and cash equivalents and highly liquid, investment-grade marketable securities. These assets are available for repurchases of common stock for treasury and/or acquisitions, as well as other corporate operating purposes. All of our short-term and long-term fixed-income securities are classified as available-for-sale securities.

Our client funds assets are invested with safety of principal, liquidity, and diversification as the primary goals. Consistent with those goals, we also seek to maximize interest income and to minimize the volatility of interest income. Client funds assets are invested in highly liquid, investment-grade marketable securities with a maximum maturity of 10 years at the time of purchase and money market securities and other cash equivalents. At September 30, 2011, approximately 92% of the available-for-sale securities categorized as U.S. Treasury and direct obligations of U.S. government agencies were invested in senior, unsecured, non-callable debt directly issued by the Federal Home Loan Banks, Federal Farm Credit Banks, Freddie Mac and Fannie Mae.

We utilize a strategy by which we extend the maturities of our investment portfolio for funds held for clients and employ short-term financing arrangements to satisfy our short-term funding requirements related to client funds obligations. Our client funds investment strategy is structured to allow us to average our way through an interest rate cycle by laddering the maturities of our investments out to five years (in the case of the extended portfolio) and out to ten years (in the case of the long portfolio). As part of our client funds investment strategy, we use the daily collection of funds from our clients to satisfy other unrelated client funds obligations, rather than liquidating previously-collected client funds that have already been invested in available-for-sale securities. We minimize the risk of not having funds collected from a client available at the time such client’s obligation becomes due by impounding, in virtually all instances, the client’s funds in advance of the timing of payment of such client’s obligation. As a result of this practice, we have consistently maintained the required level of client funds assets to satisfy all of our obligations.

There are inherent risks and uncertainties involving our investment strategy relating to our client funds assets. Such risks include liquidity risk, including the risk associated with our ability to liquidate, if necessary, our available-for-sale securities in a timely manner in order to satisfy our client funds obligations. However, our investments are made with the safety of principal, liquidity, and diversification as the primary goals to minimize the risk of not having sufficient funds to satisfy all of our client funds obligations. We also believe we have significantly reduced the risk of not having sufficient funds to satisfy our client funds obligations by consistently maintaining access to other sources of liquidity, including our corporate cash balances, available borrowings under our $6.75 billion commercial paper program (rated A-1+ by Standard and Poor’s and Prime-1 (P1) by Moody’s, the highest possible credit rating), our ability to execute reverse repurchase transactions ($2.0 billion of which is available on a committed basis) and available borrowings under our $6.75 billion committed revolving credit facilities. However, the availability of financing during periods of economic turmoil, even to borrowers with the highest credit ratings, may limit our ability to access short-term debt markets to meet the liquidity needs of our business. In addition to liquidity risk, our investments are subject to interest rate risk and credit risk, as discussed below.

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We have established credit quality, maturity, and exposure limits for our investments. The minimum allowed credit rating at time of purchase for corporate bonds is BBB and for asset-backed and commercial mortgage-backed securities is AAA. The maximum maturity at time of purchase for BBB rated securities is 5 years, for single A rated securities is 7 years, and for AA rated and AAA rated securities is 10 years. Commercial paper must be rated A1/P1 and, for time deposits, banks must havea Financial Strength Rating of C or better.

Details regarding our overall investment portfolio are as follows:

	Three Months Ended
	September 30,
	2011			2010
Average investment balances at cost:
Corporate investments	$	4,862.9		$	4,184.0
Funds held for clients		15,173.3			13,815.0
Total	$	20,036.2		$	18,000.0
Average interest rates earned
exclusive of realized gains/(losses) on:
Corporate investments		2.4	%		2.9	%
Funds held for clients		3.2	%		3.7	%
Total		3.0	%		3.5	%
Realized gains on available-for-sale securities	$	4.3		$	12.2
Realized losses on available-for-sale securities		(0.3	)		(0.4	)
Net realized gains on available-for-sale securities	$	4.0		$	11.8

	September 30,		June 30,
	2011		2011
Net unrealized pre-tax gains on
available-for-sale securities	$	741.4	$	570.9
Total available-for-sale securities at fair value	$	17,249.1	$	16,927.5

We are exposed to interest rate risk in relation to securities that mature, as the proceeds from maturing securities are reinvested. Factors that influence the earnings impact of the interest rate changes include, among others, the amount of invested funds and the overall portfolio mix between short-term and long-term investments. This mix varies during the fiscal year and is impacted by daily interest rate changes. The annualized interest rates earned on our entire portfolio decreased by 50 basis points, from 3.5% for the three months ended September 30, 2010 to 3.0% for the three months ended September 30, 2011. A hypothetical change in both short-term interest rates (e.g., overnight interest rates or the federal funds rate) and intermediate-term interest rates of 25 basis points applied to the estimated average investment balances and any related short-term borrowings would result in approximately a $9 million impact to earnings before income taxes over the ensuing twelve-month period ending September 30, 2012. A hypothetical change in only short-term interest rates of 25 basis points applied to the estimated average short-term investment balances and any related short-term borrowings would result in approximately a $4 million impact to earnings before income taxes over the ensuing twelve-month period ending September 30, 2012.

We are exposed to credit risk in connection with our available-for-sale securities through the possible inability of the borrowers to meet the terms of the securities. We limit credit risk by investing in investment-grade securities, primarily AAA and AA rated securities, as rated by Moody’s, Standard & Poor’s, and for Canadian securities, Dominion Bond Rating Service. At September 30, 2011, approximately 87% of our available-for-sale securities held a AAA or AA rating. In addition, we limit

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amounts that can be invested in any security other than U.S. and Canadian government or government agency securities.

We are exposed to market risk from changes in foreign currency exchange rates that could impact our consolidated results of operations, financial position or cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We use derivative financial instruments as risk management tools and not for trading purposes.

We had no derivative financial instruments outstanding at September 30, 2011 or June 30, 2011.

New Accounting Pronouncements

In September, 2011, the FASB issued ASU 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment”. ASU 2011-08 amends the guidance in ASC 350-20 on testing goodwill for impairment. ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that it is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. The ASU does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The adoption of ASU 2011-08 will not have a material impact on the Company’s consolidated results of operations, financial condition, or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information called for by this item is provided under the caption "Quantitative and Qualitative Disclosures about Market Risk" under Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 4. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "evaluation"). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of September 30, 2011 in ensuring that (i) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and (ii) such information is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission's rules and forms.

There were no changes in the Company's internal control over financial reporting that occurred during the three months ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Except as noted below, all other items are either inapplicable or would result in negative responses and, therefore, have been omitted.

Item 1. Legal Proceedings

In the normal course of business, the Company is subject to various claims and litigation. While the outcome of any litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it and the Company believes that the ultimate resolution of these matters will not have a material adverse impact on its financial condition, results of operations or cash flows.

Item 1A. Risk Factors

There have been no material changes in our risk factors disclosed in Part 1, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2011.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities

				Total Number of	Maximum Number
				Shares Purchased	of Shares that
				as Part of the	may yet be
				Publicly	Purchased under
	Total Number	Average Price		Announced	the Common Stock
	of Shares	Paid per		Common Stock	Repurchase
Period	Purchased (1)	Share		Repurchase Plan (2)	Plan (2)
July 1, 2011
to July 31, 2011	12,223	$	53.72	-	49,559,451
August 1, 2011
to August 31, 2011	4,700,000	$	47.41	4,700,000	44,859,451
September 1, 2011
to September 30, 2011	645,000	$	48.75	645,000	44,214,451
Total	5,357,223			5,345,000

(1) During the three months ended September 30, 2011, pursuant to the terms of the Company's restricted stock program, the Company made repurchases of 12,223 shares during July 2011 at the then market value of the shares in connection with the exercise by employees of their option under such program to satisfy certain tax withholding requirements through the delivery of shares to the Company instead of cash.

(2) The Company received the Board of Directors' approval to repurchase shares of our common stock as follows:

Date of Approval	Shares
March 2001	50 million
November 2002	35 million
November 2005	50 million
August 2006	50 million
August 2008	50 million
June 2011	35 million

There is no expiration date for the common stock repurchase plan.

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Item 6. Exhibits

Exhibit Number	Exhibit
10.9	Automatic Data Processing, Inc. Deferred Compensation Plan, as Amended and Restated Effective October 14, 2011 (Management Compensatory Plan)
31.1	Certification by Gary C. Butler pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2	Certification by Christopher R. Reidy pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1	Certification by Gary C. Butler pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification by Christopher R. Reidy pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL instance document
101.SCH	XBRL taxonomy extension schema document
101.CAL	XBRL taxonomy extension calculation linkbase document
101.LAB	XBRL taxonomy label linkbase document
101.PRE	XBRL taxonomy extension presentation linkbase document
101.DEF	XBRL taxonomy extension definition linkbase document

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.

	AUTOMATIC DATA PROCESSING, INC.
	(Registrant)
Date: November 4, 2011	/s/ Christopher R. Reidy
	Christopher R. Reidy
	Chief Financial Officer
	(Title)

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EX-10.9

EXHIBIT 10.9

AUTOMATIC DATA PROCESSING, INC.

DEFERRED COMPENSATION PLAN

As Amended and Restated Effective October 14, 2011

          The Automatic Data Processing, Inc. Deferred Compensation Plan is intended to provide a select group of management or highly-compensated employees the ability to defer certain compensation earned by such employees. This restated Plan document applies to all deferrals made or vested under the Plan on or after January 1, 2005 that are subject to the provisions of Section 409A of the Internal Revenue Code. All other deferrals made and vested prior to January 1, 2005 are subject to the rules in effect at the time the compensation was deferred.It is intended that this Plan will be supplemented by annual summaries describing the Plan and participation in the Plan for the applicable Plan Year; in the event of a conflict between the Plan and an annual summary, the terms of the Plan shall control.

ARTICLE I

DEFINITIONS

Capitalized terms used in this Plan, shall have the meanings specified below.

1.1“Account” or “Accounts” shall mean all of the Bonus Deferral Subaccounts, Company Matching Contribution Subaccounts or Company Stock Unit Subaccounts that are specifically provided in this Plan.

1.2“Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

1.3“Annual Bonus Payments” shall mean, with respect to any Eligible Employee who does not qualify as a sales associate, the compensation earned pursuant to any annual cash incentive plan or annual cash bonus plan or program adopted by the Company; provided, however, that the following compensation shall not qualify as “Annual Bonus Payments” hereunder: spot bonuses, hiring bonuses, separation payments, retention payments, or other special or extraordinary payments. Annual Bonus Payments shall only include compensation that is contingent on the satisfaction of pre-established

organizational or individual performance criteria relating to the Company’s fiscal year, and the performance criteria in respect of which was established in writing no later than 90 days after the commencement of the performance period to which such criteria relate.

1.4“Annual Incentive Amounts” shall mean, as applicable, Annual Bonus Payments and Qualifying Sales Bonuses.

1.5“Beneficiary” or “Beneficiaries” shall mean the person or persons designated in writing by a Participant in accordance with procedures established by the Committee or the Plan Administrator to receive the benefits specified hereunder in the event of the Participant’s death. No Beneficiary designation shall become effective until it is filed with the Committee or the Plan Administrator. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary.

1.6“Board of Directors” or “Board” shall mean the Board of Directors of Automatic Data Processing, Inc.

1.7“Bonus Deferral Subaccount” shall mean the bookkeeping account maintained by the Company or the Plan Administrator for each Participant that is credited with amounts equal to (i) the portion of the Participant’s Annual Incentive Amounts that he or she elects to defer, and (ii) earnings and losses (based on the Investment Rate) attributable thereto.

1.8“Code” shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

1.9“Committee” shall mean a committee as the Compensation Committee may appoint to administer the Plan or, if no such committee has been appointed by the Compensation Committee, then it shall be the Compensation Committee. As of the effective date of this Plan, the Committee shall consist of the person occupying the position of General Counsel of the Company, and when the position of Vice President, Human Resources is next filled by the Company, such person shall also become a member of the Committee, unless the Compensation Committee otherwise determines.

1.10“Company” shall mean Automatic Data Processing, Inc., a Delaware corporation.

1.11“Company Common Stock” means the common stock, par value $.10 per share, of the Company.

1.12“Company Matching Contribution” shall mean the amount, if any, contributed by the Company for a Participant with respect to a Plan Year under

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Section 4.2.

1.13“Company Matching Contribution Subaccount” shall mean the bookkeeping account maintained by the Company or the Plan Administrator for each Participant that is credited with an amount equal to (i) the Company Matching Contribution, if any, and (ii) earnings and losses (based on the Investment Rate) attributable thereto.

1.14“Company Stock Unit Subaccount” shall mean the bookkeeping account maintained by the Company or the Plan Administrator for each Participant that is credited with (i) a number of Company stock units equal to the PBRS Awards that he or she elects to defer, if any, and (ii) an amount equal to the Dividend Equivalents (and earnings and losses (based on the Investment Rate) attributable to such Dividend Equivalents).

1.15“Compensation Committee” shall mean the Compensation Committee of the Board.

1.16“Disability” shall mean a circumstance where the Company shall have cause to terminate a Participant’s employment or service on account of “disability,” as defined in any then-existing employment, consulting or other similar agreement between the Participant and the Company or, in the absence of such an employment, consulting or other similar agreement, a condition entitling the Participant to receive benefits under a long-term disability plan of the Company, or, in the absence of such a plan, as determined by the Committee based upon medical evidence acceptable to it; provided, however, that a Participant shall not have a Disability for purposes of the Plan unless the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the Company’s employees.

1.17“Distributable Amount” shall mean the vested balance in a Participant’s Accounts subject to distribution in a given Plan Year.

1.18“Dividend Equivalents” shall mean, for any Participant who defers PBRS Awards, an amount equal to the product of (a) the dividends (including extraordinary dividends, if so determined by the Committee) declared and paid to other stockholders of the Company in respect of one share of Company Common Stock, multiplied by (b) the number of Company stock units in such Participant’s Company Stock Unit Subaccount on the date such dividends are so declared.

1.19“Eligible Employee” shall mean those employees selected by the Committee in accordance with the procedures set forth in Article II.

1.20“Enrollment Period” shall mean a period of time, as determined by the Committee with respect to each Plan Year, ending no later than the December 31

3

preceding the end of the performance period with respect to which the Annual Incentive Amounts or PBRS Awards, as applicable, for such Plan Years relate; provided, however, that if the relevant performance period does not end on June 30, the Enrollment Period shall end at least six months before the conclusion of the applicable performance period.

1.21“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.22“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

1.23“Fund” or “Funds” shall mean one or more of the investment funds selected by the Committee, or its designee, to which Participants may elect to make deemed investments pursuant to Section 3.3.

1.24“In-Service Distribution Date” shall mean, in the case of a distribution to be made while the Participant is still employed by the Company, the month of September of the Plan Year elected by the Participant.

1.25“Investment Rate” shall mean, (i) for each Fund with a fixed rate of return, the annual interest rate applicable to such Fund, as determined by the Committee from time to time, and (ii) for any Fund that does not have a fixed rate of return, any appreciation or depreciation in the value of the investment in which the Participant is deemed invested.

1.26“Participant” shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

1.27“PBRS Awards” shall mean, for any Plan Year, the number of shares of Company Common Stock earned by a Participant under the PBRS Program.

1.28“PBRS Program” shall mean the Company’s performance-based restricted stock program under the Company’s 2008 Omnibus Award Plan (or any successor plan), as in effect from time to time.

1.29“Plan” shall mean this Automatic Data Processing, Inc. Deferred Compensation Plan.

1.30“Plan Administrator” shall mean, if applicable, any record keeper appointed by the Company (which may include an Affiliate of the Company) to perform administrative and other functions associated with the Plan.

1.31“Plan Year” shall mean the Company’s fiscal year, which runs from July 1 to June 30.

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     1.32“Qualifying Sales Bonuses” shall mean, with respect to any Eligible Employee who qualifies as a sales associate and (i) receives sales bonuses on a quarterly basis, the bonus paid to such person in respect of such person’s performance for the Company’s fourth fiscal quarter in any Plan Year or (ii) receives sales bonuses on a monthly basis, the bonus paid to such person in respect of such person’s performance for the last month in any Plan Year.

1.33“Scheduled Distribution Date” shall mean, as applicable, the In-Service Distribution Date or the Separation from Service Distribution Date

1.34“Separation from Service” shall mean that the employment or service provider relationship with the Company and any entity that is to be treated as a single employer with the Company for purposes of Treasury Regulations Section 1.409A-1(h) (the “Single Employer”) terminates such that the facts and circumstances indicate it is reasonably anticipated that no further services will be performed or that the level of bona fide services the Participant would perform after the termination (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Single Employer if the Participant has been providing services to the Single Employer less than 36 months).

1.35“Separation from Service Distribution Date” shall mean, in the case of a distribution on account of a Separation from Service, the seventh month following the month in which the Separation from Service occurs.

1.36“Unforeseeable Emergency” shall mean a severe unforeseeable financial hardship as defined in Section 409A and the regulations thereunder, including a severe financial hardship resulting from (i) an illness or accident of the Participant, the Participant’s spouse, the Participant’s designated Beneficiary, or the Participant’s dependent (as defined in Section 152 of the Code, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), (ii) the loss of the Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.

ARTICLE II
ELIGIBILITY FOR PARTICIPATION

2.1Determination of Eligible Employee. With respect to all Plan Years commencing on or after July 1, 2011, Eligible Employees (with respect to both Annual Incentive Amounts and PBRS Awards) shall consist of all employees of the Company (or of any subsidiary that is incorporated in any State in the United States of America), determined as of July 1 of each Plan Year, that are (x) in executive letter grade positions, and (y) eligible to receive compensation pursuant to an annual cash incentive plan, or annual cash bonus plan or program; provided, however, that any employee whose home country is not the United States of America shall not be considered an Eligible Employee

5

hereunder.

2.2Participation. An Eligible Employee shall become a Participant in the Plan by electing to make a deferral of Annual Incentive Amounts or PBRS Awards in a Plan Year in accordance with Article III.

2.3Amendment of Eligibility Criteria. The Committee may, in its discretion, change which employees are Eligible Employees under the Plan for any reason, including to comply with any applicable laws relating to the operation of the Plan. Eligibility for participation in one Plan Year does not guarantee eligibility to participate in any future Plan Year.

ARTICLE IIIELECTIONS

3.1Election to Defer Annual Incentive Amounts and PBRS Awards.

(a)Timing of Election to Defer Annual Incentive Amounts and PBRS Awards. An Eligible Employee may elect to defer Annual Incentive Amounts and/or PBRS Awards only during the Enrollment Period.

(b)Amount Eligible for Deferral.

(1)As of July 1, 2010, an Eligible Employee may elect to defer up to up to 100% of his Annual Incentive Amounts. As of July 1, 2011, an Eligible Employee may elect to defer up to up to 100% of his PBRS Awards. The Committee may change the amount or percentage that may be deferred in respect of any Plan Year at any time, or from time to time.

(2)If necessary, the total amount deferred by a Participant shall be reduced in 1% increments in order to satisfy Social Security Tax (including Medicare), income tax withholding for compensation that cannot be deferred, employee benefit plan withholding requirements and any other withholding requirements.

(c)Irrevocable Elections. Elections to defer Annual Incentive Amounts and PBRS Awards shall become irrevocable as of the date for such Plan Year set by the Committee in its sole discretion, which (i) in the case of an Annual Bonus Payment shall in no event be later than six months before the conclusion of the performance period with respect to which the Annual Bonus Payment relates, (ii) in the case of a Qualifying Sales Bonus shall in no event be later than the December 31 of the calendar year preceding the calendar year in which the Qualifying Sales Bonus will be earned, and (iii) in case of a PBRS Award shall in no event be later than six months before the conclusion of the performance period with respect to which the PBRS Award relates.

(d)Duration of Election. An Eligible Employee’s election to defer Annual Incentive Amounts and/or PBRS Awards for any Plan Year is effective only for such Plan Year.

6

(e)Method of Election. Elections to participate may be made in writing, through an electronic medium such as a website enrollment window or an email enrollment form or through a Plan Administrator, provided that the election is binding when made and there is sufficient record of when such election is made.

3.2Elections as to Time and Form of Payment. During the Enrollment Period, a Participant shall make an election regarding the time and form of payment of the Annual Incentive Amounts and PBRS Awards deferred for that Plan Year (and all earnings and losses (based on the Investment Rate) attributable thereto, including in respect of Dividend Equivalents).

(a)Elections as to Time. A Participant shall elect to receive a distribution of his Annual Incentive Amounts and PBRS Awards to be deferred for a Plan Year (and all earnings and losses (based on the Investment Rate) attributable thereto, including in respect of Dividend Equivalents) (i) on an In-Service Distribution Date, (ii) on a Separation from Service Distribution Date or (iii) a portion on an In-Service Distribution Date and a portion on a Separation from Service Distribution Date; provided, however, that a Participant’s In-Service Distribution Date may be no earlier than five years following the date on which the deferral of Annual Incentive Amounts and PBRS Awards, as applicable, is made.

(b)Elections as to Form. A Participant shall elect the form of the distribution of his Annual Incentive Amounts and PBRS Awards, whether in a lump sum payment or in annual installments. If no such election is made, the Participant shall be deemed to have elected to receive payment in a lump sum. A Participant may elect annual installments to be paid over a period not to exceed fifteen years. A Participant’s election to receive payment in annual installments on a Separation from Service is subject to the terms of Section 6.2(a)(2).

(c)Application of Election. An election as to time and form of payment made with respect to a given Plan Year shall apply only to the Annual Incentive Amounts and PBRS Awards deferred for such Plan Year.

(d)No Changes Permitted. Except as permitted by Section 3.2(e) below, elections as to time and form of payment shall become irrevocable as of December 31 of the Plan Year for which Annual Incentive Amounts and PBRS Awards, as applicable, are deferred.

(e)Subsequent Changes in Time and Form of Payment. A Participant may delay the timing of a previously-scheduled payment or may change the form of a payment only if such subsequent deferral election meets all of the following requirements:

(i)the subsequent deferral election shall not take effect until at least 12 months after the date on which it is made;

7

(ii)the election must be made at least 12 months prior to the date the payment is scheduled to be made. For installment payments, the election must be made at least 12 months prior to the date the first payment in such installment was scheduled to be made; and

(iii)the subsequent deferral election must delay the payment for at least five years from the date the payment would otherwise have been made. For installment payments, the delay is measured from the date the first payment was scheduled to be made.

A Participant may make only one subsequent change with respect to deferrals made for a specific Plan Year.

(f)Initial elections and subsequent elections, if any, may be made in writing or through an electronic medium such as a website enrollment window or though an email enrollment form or through a Plan Administrator, provided that there is sufficient record of when such election is made.

3.3Elections as to Deemed Investment Choices.

(a)Prior to the date on which the actual deferral of an Annual Incentive Amount in respect of Plan Year is made by the Company, a Participant shall make an election regarding how such Annual Incentive Amount shall be deemed to be invested for purposes of determining the amount of earnings or losses to be credited to the Participant’s Accounts. If no such election is made in respect of Annual Incentive Amounts deferred in any Plan Year, then (i) the Participant shall be deemed to have made the same election made by such Participant in respect of the most recent Plan Year in which there was a deferral of Annual Incentive Amounts, and (ii) if no election contemplated by clause (i) has been made, the deferred Annual Incentive Amounts shall be deemed invested in the most risk-free type of Fund, as determined by the Committee in its sole and absolute discretion.

(b)Dividend Equivalents shall be deemed to be invested in the Fund specified for such purpose by the Committee from time to time and communicated to the Participant, and if no such communication is made, in the most risk-free type of Fund, as determined by the Committee in its sole and absolute discretion.

(c)The Committee shall select from time to time, in its sole and absolute discretion, investments of various types that shall be communicated to the Participant. The Investment Rate applicable to each Fund shall be used to determine the amount of earnings or losses to be credited to Participant’s Bonus Deferral Subaccount and Company Matching Contribution Subaccount (and the portion of the Company Stock Unit Subaccount attributable solely to Dividend Equivalents). Deemed investment choices shall not be changed unless the Committee promulgates a rule of general application permitting such changes.

8

ARTICLE IVDEFERRAL ACCOUNTS

     4.1Bonus Deferral Subaccount. The Company or Plan Administrator shall establish and maintain a Bonus Deferral Subaccount for each Participant under the Plan. Each Participant’s Bonus Deferral Subaccount shall be further divided into separate subaccounts (“investment fund subaccounts”), each of which corresponds to a Fund elected by the Participant. A Participant’s Bonus Deferral Subaccount shall be credited as follows:

(a)on the day the amounts are withheld and/or deferred from a Participant’s Annual Incentive Amounts, with an amount equal to the Annual Incentive Amounts deferred by the Participant; and

(b)on a daily basis, each investment fund subaccount of a Participant’s Bonus Deferral Subaccount shall be credited with earnings or losses based on the applicable Investment Rate.

4.2Company Matching Contributions. The Company shall match 50% of the first $20,000 of Annual Incentive Amounts deferred by a Participant with respect to a Plan Year, but only if the Participant has elected for such Annual Incentive Amounts to be distributed following the Participant’s Separation from Service; provided, however, that this matching contribution shall not be made with respect to any Participant who is either (i) an “officer” of the Company (as such term is defined under Rule 3b-7 of the Exchange Act) or (ii) a Corporate Vice President of the Company, in either case, determined as of the first day of the Plan Year.

4.3Company Matching Contribution Subaccount. The Company or Plan Administrator shall establish and maintain a Company Matching Contribution Subaccount for each Participant who receives a Company Matching Contribution under the Plan. A Participant’s Company Matching Contribution Subaccount shall be further divided into separate investment fund subaccounts, each of which corresponds to a Fund elected by the Participant. A Participant’s Company Matching Contribution Subaccount shall be credited as follows:

(a)on the day such amount is deemed contributed, with an amount equal to the Company Matching Contribution Amount, if any; and

(b)on a daily basis, each investment fund subaccount of a Participant’s Company Matching Contribution Subaccount shall be credited with earnings or losses based on the applicable Investment Rate.

4.4Company Stock Unit Subaccount. The Company or Plan Administrator shall establish and maintain a Company Stock Unit Subaccount for each Participant who elects to defer receipt of a PBRS Award. A Participant’s Company Stock Unit Subaccount shall be credited as follows:

(a)on the day shares of Company Common Stock would otherwise be

9

issued to the Participant under the PBRS Program, with a number of Company stock units equal to the number of shares of Company Common Stock earned by the Participant under the PBRS Program; and

(b)on the day dividends are paid to stockholders of the Company in respect of shares of Company Common Stock, an amount equal to the Dividend Equivalents; and

(c)on a daily basis, the investment fund subaccount of a Participant’s Company Stock Unit Subaccount shall be credited with earnings or losses on the Dividend Equivalents based on the applicable Investment Rate.

ARTICLE VVESTING

5.1Vesting. A Participant shall be 100% vested at all times in his or her Bonus Deferral Subaccount. A Participant shall vest in his or her Company Matching Contribution Account at the time such Participant either (i) attains 65 years of age, or (ii) attains 55 years of age, with ten (10) or more years of service credited with the Company and its subsidiaries. The Committee in its sole discretion may credit a Participant with additional periods of service solely for purposes of vesting in his or her Company Matching Contribution Account. A Participant shall vest in his or her Company Stock Unit Subaccount with respect to the Company stock units therein attributable to a PBRS Award on the date on which such PBRS Award would otherwise have vested had the Participant not elected to defer receipt of the Company Common Stock issuable pursuant to such PBRS Award. A Participant shall be 100% vested at all times in the portion of his or her Company Stock Unit Subaccount attributable to Dividend Equivalents (and earnings and losses attributable thereto), notwithstanding that the underlying Company stock units in respect of which such Dividend Equivalents are credited may not yet have vested

5.2Vesting Upon Death or Disability. Upon death or the Disability of a Participant, the Participant shall be 100% vested in his or her Company Matching Contribution Subaccount.

ARTICLE VIDISTRIBUTIONS

Distributions from the Plan shall be made only in accordance with this Article VI. All distributions shall be in cash, except as otherwise may occur pursuant to Section 6.3, or as provided in Section 6.5, in either case, in respect of PBRS Awards.

6.1Distribution of Accounts While Employed.

(a)Scheduled Distributions.

10

               (1)In respect of all Distributable Amounts payable in a lump sum on an In-Service Distribution Date, the value thereof shall be determined as of the ninth day of the month of September in which the In-Service Distribution Date occurs, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter. In respect of all Distributable Amounts payable in installments on an In-Service Distribution Date, all installments shall be valued as of the ninth day of the month of September in each applicable year, and the distribution thereof shall be made as soon as administratively practicable (and in no event later than 90 days) thereafter.

(2)In the event a Participant has a Separation from Service prior to such Participant’s In-Service Distribution Date, then the provisions of Section 6.2 shall instead apply to such distribution.

(b)Except as provided in Section 6.3, no unscheduled in-service distributions are permitted.

     6.2Distribution of Accounts after Separation from Service. If a Participant has a Separation from Service, the provisions of this Section 6.2 shall apply to the distribution of the Participant’s Accounts.

(a)Separation from Service.

(1)Age 55 with Ten Years of Service, or Age 65. At the time of the Participant’s Separation from Service, if the Participant has either (i) attained age 55 and has completed ten years of service, or (ii) attained age 65, then the Participant’s Account shall be distributed in accordance with the Participant’s elections.

(A)Lump Sum. For Distributable Amounts for which the Participant has elected (or be deemed to have elected) a lump sum, the value thereof shall be determined as of the ninth day of the seventh month following the Separation from Service, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter. If (i) a Participant has made an irrevocable election to defer his Annual Incentive Amounts, (ii) such Annual Incentive Amounts are deferred after the Participant’s Account has been distributed, and (iii) the Participant had elected to receive a lump sum distribution, then the additional Account balance shall be valued and distributed on the ninth day of the month immediately following the date the Annual Incentive Amounts are deferred.

(B)Installment Payments. For Distributable Amounts for which the Participant has elected installments, (i) the first installment shall be valued as of the ninth day of the seventh month following the Separation from Service, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter, and (ii) each subsequent installment shall be valued as of the ninth day of September of each of the following calendar years, and the distribution thereof shall be made as soon as

11

administratively possible (and in no event later than 90 days) thereafter. For the avoidance of doubt, under no circumstances shall two installments be paid in a single calendar year. If (x) a Participant has made an irrevocable election to defer his Annual Incentive, (y) such Annual Incentive is deferred after the Participant’s Account has started to be distributed, and (z) the Participant had elected to receive installment payments, the additional deferral shall be added to the Participant’s balance in his Bonus Deferral Subaccount and shall be distributed in accordance with the installment election.

(2)All other Separations from Service. If, at the time of the Participant’s Separation from Service, a Participant has neither (i) attained age 55 and has completed ten years of service nor (ii) attained age 65, then the Participant’s entire Account balance shall be distributed in a single lump sum. In any such case, the Distributable Amounts shall be valued as of the ninth day of the seventh month following the Separation from Service, and the distribution thereof shall be made as soon as administratively possible (and in no event later than 90 days) thereafter.

(b)Death. In the case of the death of a Participant, either while employed by the Company or prior to distribution of the Participant’s entire Account balance, the Participant’s Account balance shall be distributed to the Participant’s Beneficiary as soon as administratively possible and in no event later than 90 days following the death of the Participant. The value of the Participant’s Account shall be determined as of the date on which the Participant dies.

(c)Disability. In the case of the Disability of a Participant prior to the commencement of distribution of the Participant’s Account balance, the Participant’s Account balance shall be distributed to the Participant in a lump sumas soon as administratively possible (and in no event later than 90 days) after it has been determined that the Participant suffers from a Disability. The value of the Participant’s Account shall be determined as of the date on which it has been determined that the Participant suffers from a Disability.

     6.3Unforeseeable Emergency. A Participant shall be permitted to elect a distribution from his Bonus Deferral Subaccount, vested Company Matching Contribution Subaccount and/or vested Company Stock Unit Subaccount, if any, prior to the date the Accounts were otherwise to be distributed in the event of an Unforeseeable Emergency, subject to the following restrictions:

(a)the election to take a distribution due to an Unforeseeable Emergency shall be made by requesting such a distribution in writing to the Committee, including the amount requested and a description of the need for the distribution;

(b)the Committee shall make a determination, in its sole discretion, that the requested distribution is on account of an Unforeseeable Emergency; and

(c)the Unforeseeable Emergency cannot be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the

12

Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

The amount determined by the Committee as distributable due to an Unforeseeable Emergency shall be paid within 30 days after the request for the distribution is approved by the Committee. The value of the Participant’s Account shall be determined as of the date on which the distribution request was made.

     6.4Valuation Date. In the event that any valuation date contemplated by Section 6.1 or Section 6.2 is not a business day, then the valuation date shall be the immediately preceding business day.

6.5PBRS Awards. All distributions from the Company Stock Unit Subaccount attributable to deferrals of PBRS Awards (but not Dividend Equivalents or earnings and losses attributable to such Dividend Equivalents) shall be made in the form of one share of Company Common Stock for each Company stock unit therein. All shares of Company Common Stock ultimately distributed in respect of Company stock units under the Company Stock Unit Subaccount will be issued under the 2008 Omnibus Award Plan (or any successor plan).

ARTICLE VIIADMINISTRATION

7.1Committee. A Committee shall be appointed by, and serve at the pleasure of, the Compensation Committee. The number of members comprising the Committee shall be determined by the Compensation Committee, which may from time to time vary the number of members. A member of the Committee may resign by delivering a written notice of resignation to the Compensation Committee. The Compensation Committee or the Board may remove any member, with or without cause, by delivering a copy of its resolution of removal to such member.

7.2Committee Action. The Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by a majority of members of the Committee and such written consent is filed with the minutes of the proceedings of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. Any member of the Committee may execute any certificate or other written direction on behalf of the Committee.

7.3Powers of the Committee. The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not limited to, the following:

(a) to select the Funds;

13

          (b) to construe and interpret the terms and provisions of this Plan;

(c) to compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

(d) to maintain all records that may be necessary for the administration of the Plan;

(e) to provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

(f) to make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

(g) to appoint a Plan Administrator, or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe; and

(h) to take all actions necessary for the administration of the Plan.

7.4Construction and Interpretation. The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary.

7.5Compensation, Expenses and Indemnity.

(a)The members of the Committee shall serve without compensation for their services hereunder.

(b)The Committee is authorized at the expense of the Company to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company.

ARTICLE VIIIMISCELLANEOUS

8.1Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no

14

greater than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title I of ERISA.

8.2Restriction Against Assignment. The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant’s Accounts shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant’s Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever.

8.3Withholding. There shall be deducted from each payment made under the Plan or any other compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the Company in respect to such payment or this Plan. The Company shall have the right to reduce any payment (or compensation), or the amount credited to a Participant’s Account, by the amount of cash (or equivalent value of Company stock units, as applicable, as determined by the Committee) sufficient to provide the amount of said taxes.

8.4Amendment, Modification, Suspension or Termination. The Compensation Committee may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant’s Accounts. The Committee may also amend the Plan, provided that the Committee may only adopt amendments that (i) do not have a negative material financial impact on the Company; or (ii) are required by tax or legal statutes, regulations or pronouncements.

8.5Governing Law. Except to extent preempted by Federal law, this Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

8.6Receipt or Release. Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

8.7Limitation of Rights and Employment Relationship. Neither the establishment of the Plan nor any modification thereof, nor the creating of any fund or account, nor the payment of any benefits shall be construed as giving to any Participant, or Beneficiary or other person any legal or equitable right against the Company except as provided in the Plan; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan.

     8.8Headings. Headings and subheadings in this Plan are inserted for

15

convenience of reference only and are not to be considered in the construction of the provisions hereof.

8.9Section 409A. All provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code (“Section 409A”). If the Committee determines that any amounts payable hereunder may be taxable to a Participant under Section 409A, the Company may (i) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and/or (ii) take such other actions as the Committee determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A; provided, that the Company shall have no liability to a Participant or Beneficiary with respect to the tax imposed by Section 409A.

As evidence of the amendment and restatement of this Plan, effective October 14, 2011, by Automatic Data Processing, Inc., this document is signed by a duly authorized officer.

AUTOMATIC DATA PROCESSING, INC.
By:	/s/ Michael A. Bonarti
	Name: Michael A. Bonarti
	Title: Vice President, General Counsel
	and Secretary

16

EX-31.1

EXHIBIT 31.1

Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Gary C. Butler, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Automatic Data Processing, Inc.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 4, 2011	/s/ Gary C. Butler
	Gary C. Butler
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Christopher R. Reidy, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Automatic Data Processing, Inc.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 4, 2011	/s/ Christopher R. Reidy
	Christopher R. Reidy
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Automatic Data Processing, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gary C. Butler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Gary C. Butler

Gary C. Butler

Chief Executive Officer

November 4, 2011

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Automatic Data Processing, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher R. Reidy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Christopher R. Reidy

Christopher R. Reidy

Chief Financial Officer

November 4, 2011

XML

Receivables (Schedule Of The Allowance For Doubtful Accounts For Notes Receivable) (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - current	$ 87.9	$ 90.5
Notes receivable - long-term	142.1	146.4
Reserve - current	6.0	5.7
Reserve - long-term	9.7	9.4
Specific Reserve [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - current	0.6	0.6
Notes receivable - long-term	0.9	0.9
Reserve - current	0.6	0.6
Reserve - long-term	0.9	0.9
Non-Specific Reserve [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - current	87.3	89.9
Notes receivable - long-term	141.2	145.5
Reserve - current	5.4	5.1
Reserve - long-term	$ 8.8	$ 8.5

XML

Statements Of Consolidated Earnings (Parenthetical) (USD $) In Millions	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Statements Of Consolidated Earnings [Abstract]
Direct pass-through costs, PEO revenues	$ 3,935.3	$ 3,351.3

XML

Consolidated Balance Sheets (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Assets
Cash and cash equivalents	$ 1,248.9	$ 1,389.4
Short-term marketable securities	19.1	36.3
Accounts receivable, net	1,236.9	1,364.8
Other current assets	667.9	648.3
Assets held for sale	9.1	9.1
Total current assets before funds held for clients	3,181.9	3,447.9
Funds held for clients	19,272.1	25,135.6
Total current assets	22,454.0	28,583.5
Long-term marketable securities	99.7	98.0
Long-term receivables, net	124.8	128.7
Property, plant and equipment, net	708.3	716.2
Other assets	949.2	922.6
Goodwill	2,997.5	3,073.6
Intangible assets, net	686.7	715.7
Total assets	28,020.2	34,238.3
Liabilities and Stockholders' Equity
Accounts payable	123.0	153.3
Accrued expenses and other current liabilities	869.9	930.4
Accrued payroll and payroll-related expenses	384.4	558.3
Dividends payable	172.3	174.2
Short-term deferred revenues	325.5	350.9
Income taxes payable	84.1	28.6
Total current liabilities before client funds obligations	1,959.2	2,195.7
Client funds obligations	18,552.6	24,591.1
Total current liabilities	20,511.8	26,786.8
Long-term debt	26.0	34.2
Other liabilities	582.1	556.2
Deferred income taxes	415.4	373.5
Long-term deferred revenues	465.7	477.2
Total liabilities	22,001.0	28,227.9
Stockholders' equity:
Preferred stock, $1.00 par value: Authorized, 0.3 shares; issued, none
Common stock, $0.10 par value: Authorized, 1,000.0 shares; issued 638.7 shares at September 30, 2011 and June 30, 2011; outstanding, 488.2 and 490.8 shares at September 30, 2011 and June 30, 2011, respectively	63.9	63.9
Capital in excess of par value	466.7	489.5
Retained earnings	11,930.7	11,803.9
Treasury stock - at cost: 150.5 and 147.9 shares at September 30, 2011 and June 30, 2011, respectively	(6,848.6)	(6,714.0)
Accumulated other comprehensive income	406.5	367.1
Total stockholders' equity	6,019.2	6,010.4
Total liabilities and stockholders' equity	$ 28,020.2	$ 34,238.3

XML

Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Sep. 30, 2011
Subsequent Events [Abstract]
Number of businesses acquired	2
Purchase price for acquisitions	$ 124.5

XML

Goodwill And Intangible Assets, Net (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life of intangible assets (in years)	8
Amortization expense on intangible assets	$ 43.2	$ 40.1
Software And Software Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life of intangible assets (in years)	4
Customer Contracts And Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life of intangible assets (in years)	11
Other Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining useful life of intangible assets (in years)	8

XML

Interim Financial Data By Segment

3 Months Ended

Sep. 30, 2011

Interim Financial Data By Segment [Abstract]

Interim Financial Data By Segment

Note 17. Interim Financial Data by Segment

Based upon similar economic characteristics and operational characteristics, the Company's strategic business units have been aggregated into the following three reportable segments: Employer Services, PEO Services, and Dealer Services. The primary components of the "Other" segment are miscellaneous processing services, such as customer financing transactions, non-recurring gains and losses, results of operations of ADP Indemnity (a wholly-owned captive insurance company that provides workers' compensation and employer's liability deductible reimbursement insurance protection for PEO Services worksite employees) and certain expenses that have not been charged to the reportable segments, such as stock-based compensation expense. Certain revenues and expenses are charged to the reportable segments at a standard rate for management reasons. Other costs are recorded based on management responsibility. The prior year reportable segments' revenues and earnings before income taxes have been adjusted to reflect updated fiscal 2012 budgeted foreign exchange rates. In addition, there is a reconciling item for the difference between actual interest income earned on invested funds held for clients and interest credited to Employer Services and PEO Services at a standard rate of 4.5%. The reportable segments' results also include an internal cost of capital charge related to the funding of acquisitions and other investments. All of these adjustments/charges are reconciling items to our reportable segments' revenues and/or earnings before income taxes and results in the elimination of these adjustments/charges in consolidation.

Segment Results:
								Earnings
		Revenues						before Income Taxes
		Three Months Ended						Three Months Ended
		September 30,						September 30,
		2011			2010			2011			2010
Employer Services	$	1,750.4		$	1,599.3		$	410.0		$	382.4
PEO Services		400.5			341.3			36.6			28.0
Dealer Services		407.9			346.2			63.1			49.6
Other		2.8			3.3			(33.1	)		(18.3	)
Reconciling items:
Foreign exchange		9.7			(32.6	)		0.7			(3.2	)
Client fund interest		(48.8	)		(28.1	)		(48.8	)		(28.1	)
Cost of capital charge		-			-			30.8			26.0
Total	$	2,522.5		$	2,229.4		$	459.3		$	436.4

XML

Document And Entity Information	3 Months Ended
	Sep. 30, 2011	Oct. 28, 2011
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Entity Registrant Name	AUTOMATIC DATA PROCESSING INC
Entity Central Index Key	0000008670
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		488,698,027

XML

Receivables (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Sep. 30, 2011	Jun. 30, 2011
Receivables [Abstract]
Allowance for doubtful accounts as a percentage of notes receivable	7.00%	6.00%
Current notes receivable, non-accrual status	$ 1.0
Long-term notes receivable, non-accrual status	$ 0.4
Percentage of notes receivable that are classified as current	99.00%
Charge-offs as a percentage of notes receivable	0.20%
Notes receivable, number of days past due	60

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Other Income, Net (Tables)

3 Months Ended

Sep. 30, 2011

Other Income, Net [Abstract]

Other Income, Net

Note 4. Other Income, net
		Three Months Ended
		September 30,
		2011			2010
Interest income on corporate funds	$	(29.6	)	$	(30.7	)
Realized gains on available-for-sale securities		(4.3	)		(12.2	)
Realized losses on available-for-sale securities		0.3			0.4
Impairment losses on assets held for sale		-			8.6
Gains on sales of buildings		-			(1.8	)
Other, net		(0.6	)		(1.5	)
Other income, net	$	(34.2	)	$	(37.2	)

XML

Fair Value Measurements (Schedule Of Assets Measured At Fair Value On A Recurring Basis) (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	$ 17,249.1	$ 16,927.5
U.S. Treasury And Direct Obligations Of U.S. Government Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	6,742.7	6,759.1
U.S. Treasury And Direct Obligations Of U.S. Government Agencies [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities
U.S. Treasury And Direct Obligations Of U.S. Government Agencies [Member] | Total [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	6,742.7	6,759.1
Corporate Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	6,567.4	6,126.6
Corporate Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities
Corporate Bonds [Member] | Total [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	6,567.4	6,126.6
Asset-Backed Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	397.9	447.8
Asset-Backed Securities [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities
Asset-Backed Securities [Member] | Total [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	397.9	447.8
Commercial Mortgage-Backed Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	433.5	492.5
Commercial Mortgage-Backed Securities [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities
Commercial Mortgage-Backed Securities [Member] | Total [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	433.5	492.5
Municipal Bonds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	516.9	516.2
Municipal Bonds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities
Municipal Bonds [Member] | Total [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	516.9	516.2
Canadian Government Obligations And Canadian Government Agency Obligations [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	1,005.3	1,101.5
Canadian Government Obligations And Canadian Government Agency Obligations [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities
Canadian Government Obligations And Canadian Government Agency Obligations [Member] | Total [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	1,005.3	1,101.5
Other Securities [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	14.0	20.1
Other Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	1,571.4	1,463.7
Other Securities [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities
Other Securities [Member] | Total [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	1,585.4	1,483.8
Corporate Investments [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	118.8	134.3
Funds Held For Clients [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	17,130.3	16,793.2
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	14.0	20.1
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	17,235.1	16,907.4
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities
Total [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total available-for-sale securities	$ 17,249.1	$ 16,927.5

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Corporate Investments And Funds Held For Clients

3 Months Ended

Sep. 30, 2011

Corporate Investments And Funds Held For Clients [Abstract]

Corporate Investments And Funds Held For Clients

Note 6. Corporate Investments and Funds Held for Clients

Corporate investments and funds held for clients at September 30, 2011 and June 30, 2011 were as follows:

				September 30, 2011
				Gross		Gross
		Amortized		Unrealized Unrealized
		Cost		Gains		Losses			Fair Value
Type of issue:
Money market securities and other cash
equivalents	$	3,390.7	$	-	$	-			3,390.7
Available-for-sale securities:
U.S. Treasury and direct obligations of
U.S. government agencies		6,466.3		277.4		(1.0	)		6,742.7
Corporate bonds		6,297.3		276.5		(6.4	)		6,567.4
Asset-backed securities		375.1		22.8		-			397.9
Commercial mortgage-backed securities		421.5		12.0		-			433.5
Municipal bonds		486.9		30.1		(0.1	)		516.9
Canadian government obligations and
Canadian government agency obligations		972.1		33.2		-			1,005.3
Other securities		1,488.5		97.2		(0.3	)		1,585.4
Total available-for-sale securities		16,507.7		749.2		(7.8	)		17,249.1
Total corporate investments and funds
held for clients	$	19,898.4	$	749.2	$	(7.8	)	$	20,639.8
				June 30, 2011
				Gross		Gross
		Amortized		Unrealized Unrealized
		Cost		Gains		Losses			Fair Value
Type of issue:
Money market securities and other cash
equivalents	$	9,731.8	$	-	$	-		$	9,731.8
Available-for-sale securities:
U.S. Treasury and direct obligations of
U.S. government agencies		6,558.2		213.0		(12.1	)		6,759.1
Corporate bonds		5,908.6		234.9		(16.9	)		6,126.6
Asset-backed securities		422.4		25.4		-			447.8
Commercial mortgage backed securities		476.6		15.9		-			492.5
Municipal bonds		493.7		23.1		(0.6	)		516.2
Canadian government obligations and
Canadian government agency obligations		1,082.0		20.8		(1.3	)		1,101.5
Other securities		1,415.1		72.4		(3.7	)		1,483.8
Total available-for-sale securities		16,356.6		605.5		(34.6	)		16,927.5
Total corporate investments and funds
held for clients	$	26,088.4	$	605.5	$	(34.6	)	$	26,659.3

At September 30, 2011, U.S. Treasury and direct obligations of U.S. government agencies primarily include debt directly issued by Federal Home Loan Banks, Federal Farm Credit Banks, Federal National Mortgage Association ("Fannie Mae") and Federal Home Loan Mortgage Corporation ("Freddie Mac") and with fair values of $3,945.6 million, $929.0 million, $695.0 million, and $653.0 million, respectively.

At June 30, 2011, U.S. Treasury and direct obligations of U. S. government agencies primarily include debt directly issued by Federal Home Loan Banks, Federal Farm Credit Banks, Fannie Mae, and Freddie Mac with fair values of $3,886.5 million, $914.0 million, $702.4 million and $759.1 million, respectively. U.S. Treasury and direct obligations of U.S. government agencies represent senior, unsecured, non-callable debt that primarily carries a credit rating of AAA, as rated by Moody's and AA+, as rated by Standard & Poor's and has maturities ranging from October 2011 through June 2021.

At September 30, 2011, asset-backed securities include primarily AAA rated senior tranches of securities with predominately prime collateral of fixed rate credit card, rate reduction and auto loan receivables with fair values of $205.2 million, $170.9 million and $21.4 million, respectively. At June 30, 2011, asset-backed securities include primarily AAA rated senior tranches of securities with predominately prime collateral of fixed rate credit card, rate reduction and auto loan receivables with fair values of $220.5 million, $196.9 million and $30.0 million, respectively. These securities are collateralized by the cash flows of the underlying pools of receivables. The primary risk associated with these securities is the collection risk of the underlying receivables. All collateral on such asset-backed securities has performed as expected through September 30, 2011.

At September 30, 2011, other securities and their fair value primarily represent Canadian provincial bonds of $548.1 million, supranational bonds of $386.9 million, sovereign bonds of $357.8 million, AAA rated mortgage-backed securities of $145.5 million that are guaranteed by Fannie Mae and Freddie Mac and corporate bonds backed by the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program of $128.3 million. At June 30, 2011, other securities and their fair value primarily represent Canadian provincial bonds of $494.3 million, supranational bonds of $360.1 million, sovereign bonds of $328.8 million, AAA rated mortgage-backed securities of $146.5 million that are guaranteed by Fannie Mae and Freddie Mac and corporate bonds backed by the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program of $129.1 million. The Company's AAA rated mortgage-backed securities represent an undivided beneficial ownership interest in a group or pool of one or more residential mortgages. These securities are collateralized by the cash flows of 15-year and 30-year residential mortgages and are guaranteed by Fannie Mae and Freddie Mac as to the timely payment of principal and interest.

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

		September 30,		June 30,
		2011		2011
Corporate investments:
Cash and cash equivalents	$	1,248.9	$	1,389.4
Short-term marketable securities		19.1		36.3
Long-term marketable securities		99.7		98.0
Total corporate investments	$	1,367.7	$	1,523.7

Funds held for clients represent assets that, based upon the Company's intent, are restricted for use solely for the purposes of satisfying the obligations to remit funds relating to our payroll and payroll tax filing services, which are classified as client funds obligations on our Consolidated Balance Sheets.

Funds held for clients have been invested in the following categories:

		September 30,		June 30,
		2011		2011
Funds held for clients:
Restricted cash and cash equivalents held
to satisfy client funds obligations	$	2,141.8	$	8,342.4
Restricted short-term marketable securities held
to satisfy client funds obligations		2,824.5		3,059.9
Restricted long-term marketable securities held
to satisfy client funds obligations		14,305.8		13,733.3
Total funds held for clients	$	19,272.1	$	25,135.6

Client funds obligations represent the Company's contractual obligations to remit funds to satisfy clients' payroll and tax payment obligations and are recorded on the Consolidated Balance Sheets at the time that the Company impounds funds from clients. The client funds obligations represent liabilities that will be repaid within one year of the balance sheet date. The Company has reported client funds obligations as a current liability on the Consolidated Balance Sheets totaling $18,552.6 million and $24,591.1 million as of September 30, 2011 and June 30, 2011, respectively. The Company has classified funds held for clients as a current asset since these funds are held solely for the purposes of satisfying the client funds obligations. The Company has reported the cash flows related to the purchases of corporate and client funds marketable securities and related to the proceeds from the sales and maturities of corporate and client funds marketable securities on a gross basis in the investing section of the Statements of Consolidated Cash Flows. The Company has reported the cash inflows and outflows related to client funds investments with original maturities of 90 days or less on a net basis within net increase in restricted cash and cash equivalents and other restricted assets held to satisfy client funds obligations in the investing section of the Statements of Consolidated Cash Flows. The Company has reported the cash flows related to the cash received from and paid on behalf of clients on a net basis within net increase in client funds obligations in the financing section of the Statements of Consolidated Cash Flows.

Approximately 87% of the available-for-sale securities held a AAA or AA rating at September 30, 2011, as rated by Moody's, Standard & Poor's and, for Canadian securities, Dominion Bond Rating Service. All available-for-sale securities were rated as investment grade at September 30, 2011.

The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of September 30, 2011, are as follows:

		Unrealized					Unrealized
		losses			Fair market		losses		Fair market		Total gross
		less than			value less than		greater than		value greater		unrealized			Total fair
		12 months			12 months		12 months		than 12 months		losses			market value
U.S. Treasury and direct obligations of
U.S. government agencies	$	(1.0	)	$	182.5	$	-	$	-	$	(1.0	)	$	182.5
Corporate bonds		(6.4	)		470.4		-		-		(6.4	)		470.4
Asset-backed securities		-			2.6		-		-		-			2.6
Commercial mortgage-backed securities		-			28.2		-		-		-			28.2
Municipal bonds		(0.1	)		5.3		-		-		(0.1	)		5.3
Canadian government obligations and														-
Canadian government agency obligations		-			6.7		-		-		-			6.7
Other securities		(0.3	)		17.5		-		-		(0.3	)		17.5
	$	(7.8	)	$	713.2	$	-	$	-	$	(7.8	)	$	713.2

The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of June 30, 2011 are as follows:

		Unrealized					Unrealized
		losses			Fair market		losses		Fair market		Total gross
		less than			value less than		greater than		value greater		unrealized			Total fair
		12 months			12 months		12 months		than 12 months		losses			market value
U.S. Treasury and direct obligations of
U.S. government agencies	$	(12.1	)	$	1,049.0	$	-	$	-	$	(12.1	)	$	1,049.0
Corporate bonds		(16.9	)		945.2		-		-		(16.9	)		945.2
Asset-backed securities		-			0.5		-		-		-			0.5
Commercial mortgage-backed securities		-			17.3		-		-		-			17.3
Municipal bonds		(0.6	)		35.0		-		-		(0.6	)		35.0
Canadian government obligations and
Canadian government agency obligations		(1.3	)		227.7		-		-		(1.3	)		227.7
Other securities		(3.7	)		242.3		-		-		(3.7	)		242.3
	$	(34.6	)	$	2,517.0	$	-	$	-	$	(34.6	)	$	2,517.0

Expected maturities of available-for-sale securities at September 30, 2011 are as follows:

Due in one year or less	$	2,843.7
Due after one year to two years		3,157.0
Due after two years to three years		1,705.5
Due after three years to four years		3,790.7
Due after four years		5,752.2
Total available-for-sale securities	$	17,249.1

For the securities in an unrealized loss position of $7.8 million at September 30, 2011, the Company concluded that it did not have the intent to sell such securities and it was not more likely than not that the Company would be required to sell such securities before recovery, in order to determine whether such losses were due to credit losses. The securities with unrealized losses of $7.8 million were primarily comprised of corporate bonds and U.S. Treasury and direct obligations of U.S. government agencies.

The Company evaluated such securities utilizing a variety of quantitative and qualitative factors including whether the Company expects to collect all amounts due under the contractual terms of the security, information about current and past events of the issuer, and the length of time and the extent to which the fair value has been less than the cost basis. At September 30, 2011, the Company concluded that unrealized losses on available-for-sale securities held at September 30, 2011 were not credit losses and were attributable to changes in interest rates. As a result, the Company concluded that the $7.8 million in unrealized losses on such securities should be recorded in accumulated other comprehensive income on the Consolidated Balance Sheets at September 30, 2011.

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Acquisitions (Tables)

3 Months Ended

Sep. 30, 2011

Acquisitions [Abstract]

Purchase Price Of Cobalt

Accounts receivable, net	$	42.5
Goodwill		293.5
Identifiable intangible assets		111.6
Other assets		37.5
Total assets acquired	$	485.1
Total liabilities acquired	$	58.0

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Corporate Investments And Funds Held For Clients (Classification Of Corporate Investments On The Consolidated Balance Sheets) (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011	Sep. 30, 2010	Jun. 30, 2010
Corporate Investments And Funds Held For Clients [Abstract]
Cash and cash equivalents	$ 1,248.9	$ 1,389.4	$ 1,176.7	$ 1,643.3
Short-term marketable securities	19.1	36.3
Long-term marketable securities	99.7	98.0
Total corporate investments	$ 1,367.7	$ 1,523.7

XML

Other Income, Net (Other Income) (Details) (USD $) In Millions	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Other Income, Net [Abstract]
Interest income on corporate funds	$ (29.6)	$ (30.7)
Realized gains on available-for-sale securities	(4.3)	(12.2)
Realized losses on available-for-sale securities	0.3	0.4
Impairment losses on assets held for sale		8.6
Gains on sales of buildings		(1.8)
Other, net	(0.6)	(1.5)
Other income, net	$ (34.2)	$ (37.2)

XML

Earnings Per Share ("EPS") (Tables)

3 Months Ended

Sep. 30, 2011

Earnings Per Share ("EPS") [Abstract]

Calculation Of Basic And Diluted EPS

Note 3. Earnings per Share ("EPS")
			Effect of	Effect of
			Employee	Employee
			Stock	Restricted
			Option	Stock
		Basic	Shares	Shares		Diluted
Three months ended September 30,
2011
Net earnings	$	302.7			$	302.7
Weighted average shares (in millions)		487.9	4.0	1.4		493.3
EPS	$	0.62			$	0.61
2010
Net earnings	$	278.5			$	278.5
Weighted average shares (in millions)		491.4	2.2	1.3		494.9
EPS	$	0.57			$	0.56

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Debt

3 Months Ended

Sep. 30, 2011

Debt [Abstract]

Debt

Note 11. Debt

Components of long-term debt are as follows:

	September 30,				June 30,
		2011			2011
Industrial revenue bonds	$	21.6		$	21.6
Secured financing		14.9			15.4
		36.5			37.0
Less: current portion		(10.5	)		(2.8	)
	$	26.0		$	34.2

The fair value of the industrial revenue bonds and other debt, included above, approximates carrying value.

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New Accounting Pronouncements

3 Months Ended

Sep. 30, 2011

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

Note 2. New Accounting Pronouncements

In April 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2011-03, "Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements." ASU 2011-03 revises the criteria for assessing effective control for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The determination of whether the transfer of a financial asset subject to a repurchase agreement is a sale is based, in part, on whether the entity maintains effective control over the financial asset. ASU 2011-03 removes from the assessment of effective control: the criterion requiring the transferor to have the ability to repurchase or redeem the financial asset on substantially the agreed terms, even in the event of default by the transferee, and the related requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets. ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The Company does not expect that the adoption of ASU 2011-03 will have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." The issuance of ASU 2011-04 results in global fair value measurement and disclosure guidance and minimizes differences between U.S. GAAP and IFRS. ASU 2011-04 requires an expansion of the information required for "level 3" measurements and provides the updates to the existing measurement guidance. ASU 2011-04 is effective for fiscal years and interim periods beginning after December 15, 2011. The Company does not expect that the adoption of ASU 2011-04 will have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.

In June, 2011, the FASB issued ASU 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income." ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years beginning after December 15, 2011. The adoption of ASU 2011-05 will not have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.

In September, 2011, the FASB issued ASU 2011-08, "Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment". ASU 2011-08 amends the guidance in ASC 350-20 on testing goodwill for impairment. ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that it is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. The ASU does not change how goodwill is calculated or assigned to reporting units, nor does it revise the requirement to test goodwill annually for impairment. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The adoption of ASU 2011-08 will not have a material impact on the Company's consolidated results of operations, financial condition, or cash flows.

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Interim Financial Data By Segment (Tables)

3 Months Ended

Sep. 30, 2011

Interim Financial Data By Segment [Abstract]

Financial Data By Strategic Business Unit Segment

Segment Results:
								Earnings
		Revenues						before Income Taxes
		Three Months Ended						Three Months Ended
		September 30,						September 30,
		2011			2010			2011			2010
Employer Services	$	1,750.4		$	1,599.3		$	410.0		$	382.4
PEO Services		400.5			341.3			36.6			28.0
Dealer Services		407.9			346.2			63.1			49.6
Other		2.8			3.3			(33.1	)		(18.3	)
Reconciling items:
Foreign exchange		9.7			(32.6	)		0.7			(3.2	)
Client fund interest		(48.8	)		(28.1	)		(48.8	)		(28.1	)
Cost of capital charge		-			-			30.8			26.0
Total	$	2,522.5		$	2,229.4		$	459.3		$	436.4

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Receivables

3 Months Ended

Sep. 30, 2011

Receivables [Abstract]

Receivables

Note 8. Receivables

Accounts receivable, net, includes the Company's trade receivables, which are recorded based upon the amount the Company expects to receive from its clients, net of an allowance for doubtful accounts. The Company's receivables also include notes receivable for the financing of the sale of computer systems, primarily from auto, truck, motorcycle, marine, recreational vehicle and heavy equipment dealers. Notes receivable are recorded based upon the amount the Company expects to receive from its clients, net of an allowance for doubtful accounts and unearned income. The allowance for doubtful accounts is the Company's best estimate of probable credit losses related to trade receivables and notes receivable based upon the aging of the receivables, historical collection data, internal assessments of credit quality and the economic conditions in the automobile industry, as well as in the economy as a whole. The Company charges off uncollectable amounts against the reserve in the period in which it determines they are uncollectable. Unearned income on notes receivable is amortized using the effective interest method.

The Company's receivables, whose carrying value approximates fair value, are as follows:

		September 30, 2011						June 30, 2011
		Current		Long-term				Current		Long-term
Trade receivables	$	1,209.7		$	-		$	1,333.2		$	-
Notes receivable		87.9			142.1			90.5			146.4
Less:
Allowance for doubtful accounts - trade receivables		(46.8	)		-			(44.8	)		-
Allowance for doubtful accounts - notes receivable		(6.0	)		(9.7	)		(5.7	)		(9.4	)
Unearned income-notes receivable		(7.9	)		(7.6	)		(8.4	)		(8.3	)
Total	$	1,236.9		$	124.8		$	1,364.8		$	128.7

The Company determines the allowance for doubtful accounts related to notes receivable based upon a specific reserve for known collection issues, as well as a non-specific reserve based upon aging, both of which are based upon history of such losses and current economic conditions. Based upon our methodology, the notes receivable balances with specific and non-specific reserves and the specific and non-specific reserves associated with those balances are as follows:

				September 30, 2011
		Notes Receivable				Reserve
		Current	Long-term			Current	Long-term
Specific Reserve	$	0.6	$	0.9	$	0.6	$	0.9
Non-specific Reserve		87.3		141.2		5.4		8.8
Total	$	87.9	$	142.1	$	6.0	$	9.7

				June 30, 2011
		Notes Receivable				Reserve
		Current	Long-term			Current	Long-term
Specific Reserve	$	0.6	$	0.9	$	0.6	$	0.9
Non-specific Reserve		89.9		145.5		5.1		8.5
Total	$	90.5	$	146.4	$	5.7	$	9.4

The rollforward of the allowance for doubtful accounts related to notes receivable is as follows:

		Current			Long-term
Balance at June 30, 2011	$	5.7		$	9.4
Incremental provision		0.4			0.3
Recoveries		0.1			0.2
Chargeoffs		(0.2	)		(0.2	)
Balance at September 30, 2011	$	6.0			9.7

As of September 30, 2011 and June 30, 2011, the allowance for doubtful accounts as a percentage of notes receivable is approximately 7% and 6%, respectively.

Notes receivable aged over 30 days past due are considered delinquent. Notes receivable aged over 60 days past due and notes receivable with known collection issues are placed on non-accrual status. Interest revenue is not recognized on notes receivable while on non-accrual status. Cash payments received on non-accrual receivables are applied towards principal. When notes receivable on non-accrual status are again less than 60 days past due, recognition of interest revenue for notes receivable is resumed. At September 30, 2011, the Company had $1.0 million in notes receivable on non-accrual status, including $0.4 million of notes receivable aged over 60 days past due.

On an ongoing basis, the Company evaluates the credit quality of its financing receivables, utilizing aging of receivables, collection experience and charge-offs. In addition, the Company evaluates economic conditions in the auto industry and specific dealership matters, such as bankruptcy. As events related to a specific client dictate, the credit quality of a client is reevaluated.

The aging of the notes receivable past due at September 30, 2011 is as follows:

		Over 30 days to 60
		days		Over 60 days
Notes Receivables	$	1.7	$	0.4

At September 30, 2011, approximately 99% of notes receivable are current. During the three months ended September 30, 2011, the charge-offs as a percentage of notes receivable were 0.2%.

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Income Taxes

3 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Income Taxes

Note 13. Income Taxes

The effective tax rate for the three months ended September 30, 2011 and 2010 was 34.1% and 36.2%, respectively. The decrease in the effective tax rate of 2.1% is related to the expiration of certain statute of limitations, the final resolution of certain tax matters, and a favorable mix of earnings between jurisdictions.

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Goodwill And Intangible Assets, Net

3 Months Ended

Sep. 30, 2011

Goodwill And Intangible Assets, Net [Abstract]

Goodwill And Intangible Assets, Net

Note 9. Goodwill and Intangible Assets, net

Changes in goodwill for the three months ended September 30, 2011 are as follows:

		Employer			PEO		Dealer
		Services			Services		Services			Total
Balance as of June 30, 2011	$	1,935.0		$	4.8	$	1,133.8		$	3,073.6
Additions and other adjustments, net		(13.0	)		-		(18.4	)		(31.4	)
Currency translation adjustments		(34.0	)		-		(10.7	)		(44.7	)
Balance as of September 30, 2011	$	1,888.0		$	4.8	$	1,104.7		$	2,997.5

Components of intangible assets, net, are as follows:

		September 30,			June 30,
		2011			2011
Intangible assets:
Software and software licenses	$	1,335.0		$	1,322.4
Customer contracts and lists		810.5			821.0
Other intangibles		239.1			238.3
		2,384.6			2,381.7
Less accumulated amortization:
Software and software licenses		(1,081.7	)		(1,062.1	)
Customer contracts and lists		(451.9	)		(443.7	)
Other intangibles		(164.3	)		(160.2	)
		(1,697.9	)		(1,666.0	)
Intangible assets, net	$	686.7		$	715.7

Other intangibles consist primarily of purchased rights, covenants, patents and trademarks (acquired directly or through acquisitions). All of the intangible assets have finite lives and, as such, are subject to amortization. The weighted average remaining useful life of the intangible assets is 8 years (4 years for software and software licenses, 11 years for customer contracts and lists, and 8 years for other intangibles). Amortization of intangible assets was $43.2 million and $40.1 million for the three months ended September 30, 2011 and 2010, respectively.

Estimated future amortization expenses of the Company's existing intangible assets are as follows:

		Amount
Nine months ending June 30, 2012	$	129.3
Twelve months ending June 30, 2013	$	132.7
Twelve months ending June 30, 2014	$	102.2
Twelve months ending June 30, 2015	$	69.0
Twelve months ending June 30, 2016	$	53.0
Twelve months ending June 30, 2017	$	40.7

The Company has not incurred significant costs to renew or extend the term of acquired intangible assets during the three months ended September 30, 2011.

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Debt (Tables)

3 Months Ended

Sep. 30, 2011

Debt [Abstract]

Components Of Long-Term Debt

	September 30,				June 30,
		2011			2011
Industrial revenue bonds	$	21.6		$	21.6
Secured financing		14.9			15.4
		36.5			37.0
Less: current portion		(10.5	)		(2.8	)
	$	26.0		$	34.2

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Fair Value Measurements

3 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 7. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date and is based upon the Company's principal or most advantageous market for a specific asset or liability.

U.S. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

Level 1 Fair value is determined based upon quoted prices for identical assets or liabilities that are traded in active markets.

Level 2 Fair value is determined based upon inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:· quoted prices for similar assets or liabilities in active markets;· quoted prices for identical or similar assets or liabilities in markets that are not active;· inputs other than quoted prices that are observable for the asset or liability; or· inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Fair value is determined based upon inputs that are unobservable and reflect the Company's own assumptions about the assumptions that market participants would use in pricing the asset or liability based upon the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

Available-for-sale securities included in Level 1 are valued using closing prices for identical instruments that are traded on active exchanges. Available-for-sale securities included in Level 2 are valued utilizing inputs obtained from an independent pricing service. To determine the fair value of our Level 2 investments, a variety of inputs are utilized, including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, new issue data, and monthly payment information. Over 99% of our Level 2 investments are valued utilizing inputs obtained from a pricing service. The Company reviews the values generated by the independent pricing service for reasonableness by comparing the valuations received from the independent pricing service to valuations from at least one other observable source. The Company has not adjusted the prices obtained from the independent pricing service. The Company has no available-for-sale securities included in Level 3.

The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of assets and liabilities within the fair value hierarchy. In certain instances, the inputs used to measure fair value may meet the definition of more than one level of the fair value hierarchy. The significant input with the lowest level priority is used to determine the applicable level in the fair value hierarchy.

The following table presents the Company's assets measured at fair value on a recurring basis at September 30, 2011. Included in the table are available-for-sale securities within corporate investments of $118.8 million and funds held for clients of $17,130.3 million. Refer to Note 6 for additional disclosure in relation to corporate investments and funds held for clients.

		Level 1		Level 2		Level 3		Total
U.S Treasury and direct obligations of
U.S. government agencies	$	-	$	6,742.7	$	-	$	6,742.7
Corporate bonds		-		6,567.4		-		6,567.4
Asset-backed securities		-		397.9		-		397.9
Commercial mortgage-backed securities		-		433.5		-		433.5
Municipal bonds		-		516.9		-		516.9
Canadian government obligations and
Canadian government agency obligations		-		1,005.3		-		1,005.3
Other securities		14.0		1,571.4		-		1,585.4
Total available-for-sale securities	$	14.0	$	17,235.1	$	-	$	17,249.1

The following table presents the Company's assets measured at fair value on a recurring basis at June 30, 2011. Included in the table are available-for-sale securities within corporate investments of $134.3 million and funds held for clients of $16,793.2 million.

		Level 1		Level 2		Level 3		Total
U.S Treasury and direct obligations of
U.S. government agencies	$	-	$	6,759.1	$	-	$	6,759.1
Corporate bonds		-		6,126.6		-		6,126.6
Asset-backed securities		-		447.8		-		447.8
Commercial mortgage-backed securities		-		492.5		-		492.5
Municipal bonds		-		516.2		-		516.2
Canadian government obligations and
Canadian government agency obligations		-		1,101.5		-		1,101.5
Other securities		20.1		1,463.7		-		1,483.8
Total available-for-sale securities	$	20.1	$	16,907.4	$	-	$	16,927.5

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Receivables (Schedule Of Aging Of Notes Receivable) (Details) (USD $) In Millions	Sep. 30, 2011
Receivables [Abstract]
Over 30 days to 60 days	$ 1.7
Over 60 days	$ 0.4

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Statements Of Consolidated Cash Flows (USD $) In Millions	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash Flows from Operating Activities:
Net earnings	$ 302.7	$ 278.5
Adjustments to reconcile net earnings to cash flows provided by operating activities:
Depreciation and amortization	79.7	75.5
Deferred income taxes	9.7	7.6
Stock-based compensation expense	18.6	13.9
Net pension expense	9.2	10.1
Net realized gain from the sales of marketable securities	(4.0)	(11.8)
Net amortization of premiums and accretion of discounts on available-for-sale securities	12.8	13.0
Impairment losses on assets held for sale		8.6
Gains on sales of buildings		(1.8)
Other	4.3	12.8
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses:
Decrease in accounts receivable	106.3	27.4
Increase in other assets	(117.7)	(106.3)
Decrease in accounts payable	(26.5)	(36.6)
Decrease in accrued expenses and other liabilities	(78.8)	(68.6)
Net cash flows provided by operating activities	316.3	222.3
Cash Flows from Investing Activities:
Purchases of corporate and client funds marketable securities	(1,095.1)	(1,085.3)
Proceeds from the sales and maturities of corporate and client funds marketable securities	844.3	826.9
Net decrease (increase) in restricted cash and cash equivalents held to satisfy client fund obligations	6,192.2	(3,380.4)
Capital expenditures	(33.4)	(38.6)
Additions to intangibles	(24.0)	(19.4)
Acquisitions of businesses, net of cash acquired	(1.9)	(475.3)
Proceeds from the sale of property, plant and equipment		13.0
Other		3.4
Net cash flows provided by (used in) investing activities	5,882.1	(4,155.7)
Cash Flows from Financing Activities:
Net (decrease) increase in client funds obligations	(5,936.9)	3,639.1
Payments of debt	(0.5)	(4.3)
Repurchases of common stock	(249.2)	(49.8)
Proceeds from stock purchase plan and exercises of stock options	48.9	21.8
Dividends paid	(177.7)	(168.0)
Net cash flows (used in) provided by financing activities	(6,315.4)	3,438.8
Effect of exchange rate changes on cash and cash equivalents	(23.5)	28.0
Net change in cash and cash equivalents	(140.5)	(466.6)
Cash and cash equivalents, beginning of period	1,389.4	1,643.3
Cash and cash equivalents, end of period	$ 1,248.9	$ 1,176.7

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Earnings Per Share ("EPS")

3 Months Ended

Sep. 30, 2011

Earnings Per Share ("EPS") [Abstract]

Earnings Per Share ("EPS")

Note 3. Earnings per Share ("EPS")
			Effect of	Effect of
			Employee	Employee
			Stock	Restricted
			Option	Stock
		Basic	Shares	Shares		Diluted
Three months ended September 30,
2011
Net earnings	$	302.7			$	302.7
Weighted average shares (in millions)		487.9	4.0	1.4		493.3
EPS	$	0.62			$	0.61
2010
Net earnings	$	278.5			$	278.5
Weighted average shares (in millions)		491.4	2.2	1.3		494.9
EPS	$	0.57			$	0.56

Options to purchase 0.6 million and 14.8 million shares of common stock for the three months ended September 30, 2011 and 2010, respectively, were excluded from the calculation of diluted earnings per share because their exercise prices exceeded the average market price of outstanding common shares for the respective period.

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Acquisitions (Purchase Price Of Cobalt) (Details) (USD $) In Millions	Sep. 30, 2010	Aug. 16, 2010 Cobalt [Member]
Business Acquisition [Line Items]
Accounts receivable, net		$ 42.5
Goodwill	14.6	293.5
Identifiable intangible assets	40.8	111.6
Other assets		37.5
Total assets acquired		485.1
Total liabilities acquired		$ 58.0

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Goodwill And Intangible Assets, Net (Tables)

3 Months Ended

Sep. 30, 2011

Goodwill And Intangible Assets, Net [Abstract]

Changes In Goodwill

		Employer			PEO		Dealer
		Services			Services		Services			Total
Balance as of June 30, 2011	$	1,935.0		$	4.8	$	1,133.8		$	3,073.6
Additions and other adjustments, net		(13.0	)		-		(18.4	)		(31.4	)
Currency translation adjustments		(34.0	)		-		(10.7	)		(44.7	)
Balance as of September 30, 2011	$	1,888.0		$	4.8	$	1,104.7		$	2,997.5

Components Of Finite-Lived Intangible Assets

		September 30,			June 30,
		2011			2011
Intangible assets:
Software and software licenses	$	1,335.0		$	1,322.4
Customer contracts and lists		810.5			821.0
Other intangibles		239.1			238.3
		2,384.6			2,381.7
Less accumulated amortization:
Software and software licenses		(1,081.7	)		(1,062.1	)
Customer contracts and lists		(451.9	)		(443.7	)
Other intangibles		(164.3	)		(160.2	)
		(1,697.9	)		(1,666.0	)
Intangible assets, net	$	686.7		$	715.7

Schedule Of Finite-Lived Intangible Assets, Future Amortization Expense

		Amount
Nine months ending June 30, 2012	$	129.3
Twelve months ending June 30, 2013	$	132.7
Twelve months ending June 30, 2014	$	102.2
Twelve months ending June 30, 2015	$	69.0
Twelve months ending June 30, 2016	$	53.0
Twelve months ending June 30, 2017	$	40.7

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Debt (Components Of Long-Term Debt) (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Debt [Abstract]
Industrial revenue bonds	$ 21.6	$ 21.6
Secured financing	14.9	15.4
Long-term debt, total	36.5	37.0
Less: current portion	(10.5)	(2.8)
Long-term debt	$ 26.0	$ 34.2

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Employee Benefit Plans (Components Of Stock-Based Compensation Expense) (Details) (USD $) In Millions	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Defined Benefit Plan Disclosure [Line Items]
Total pretax stock-based compensation expense	$ 18.6	$ 13.9
Operating Expenses [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock-based compensation expense	3.1	2.0
Selling, General And Administrative Expenses [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock-based compensation expense	12.7	9.7
System Development And Programming Costs [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock-based compensation expense	$ 2.8	$ 2.2

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Receivables (Rollforward Of The Allowance For Doubtful Accounts For Notes Receivable) (Details) (USD $) In Millions			3 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Sep. 30, 2011 Allowance For Doubtful Accounts, Current [Member]	Sep. 30, 2011 Allowance For Doubtful Accounts, Noncurrent [Member]
Financing Receivable, Recorded Investment [Line Items]
Beginning balance, current	$ 6.0	$ 5.7
Beginning balance, long-term	9.7	9.4
Incremental provision			0.4	0.3
Recoveries			0.1	0.2
Chargeoffs			(0.2)	(0.2)
Ending balance, current	6.0	5.7
Ending balance, long-term	$ 9.7	$ 9.4

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Employee Benefit Plans (Assumptions Used To Estimate Fair Value For Stock Options Granted) (Details) (USD $)	3 Months Ended
	Sep. 30, 2011 years	Sep. 30, 2010 years
Employee Benefit Plans [Abstract]
Risk-free interest rate	1.00%	1.60%
Dividend yield	3.10%	3.30%
Weighted average volatility factor	24.90%	24.90%
Weighted average expected life (in years)	5.2	5.1
Weighted average fair value (in dollars)	$ 6.99	$ 6.37

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Other Income, Net

3 Months Ended

Sep. 30, 2011

Other Income, Net [Abstract]

Other Income, Net

Note 4. Other Income, net
		Three Months Ended
		September 30,
		2011			2010
Interest income on corporate funds	$	(29.6	)	$	(30.7	)
Realized gains on available-for-sale securities		(4.3	)		(12.2	)
Realized losses on available-for-sale securities		0.3			0.4
Impairment losses on assets held for sale		-			8.6
Gains on sales of buildings		-			(1.8	)
Other, net		(0.6	)		(1.5	)
Other income, net	$	(34.2	)	$	(37.2	)

Proceeds from sales and maturities of available-for-sale securities were $844.3 million and $826.9 million for the three months ended September 30, 2011 and 2010, respectively.

At September 30, 2010, the Company reclassified assets related to two buildings as Assets Held for Sale on the Consolidated Balance Sheets. Such assets were previously reported in property, plant and equipment, net, on the Consolidated Balance Sheets. As the carrying amount of the Assets Held for Sale exceeded their fair value less costs to sell, the Company recorded impairment losses of $8.6 million in other income, net, on the Statement of Consolidated Earnings for the three months ended September 30, 2010. These two buildings remain in Assets Held for Sale at September 30, 2011.

During the three months ended September 30, 2010, the Company sold two buildings that were previously classified as Assets Held for Sale on the Consolidated Balance Sheets and, as a result, recorded a gain of $1.8 million in other income, net, on the Statements of Consolidated Earnings during the three months ended September 30, 2010.

The Company has an outsourcing agreement with Broadridge Financial Solutions, Inc. ("Broadridge") pursuant to which the Company provides data center outsourcing services, which principally consist of information technology services and service delivery network services. As a result of this agreement, the Company recognized income of $28.5 million and $27.3 million for the three months ended September 30, 2011 and 2010, respectively, which is offset by expenses associated with providing such services of $27.9 million and $26.7 million, respectively, both of which were recorded in other income, net, on the Statements of Consolidated Earnings. The Company had receivables on the Consolidated Balance Sheets from Broadridge for the services under this agreement of $9.5 million at both September 30, 2011 and June 30, 2011, respectively. In fiscal 2010, Broadridge notified the Company that it would not extend the outsourcing agreement beyond its current expiration date of June 30, 2012. The Company continues to assess the impact on results of operations, if any, that this will have and does not currently anticipate this will have a material impact.

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Corporate Investments And Funds Held For Clients (Corporate Investments And Funds Held For Clients) (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Schedule of Available-for-sale Securities [Line Items]
Money market securities and other cash equivalents - amortized cost	$ 3,390.7	$ 9,731.8
Money market securities and other cash equivalents - fair value	3,390.7	9,731.8
Available-for-sale securities - amortized cost	16,507.7	16,356.6
Available-for-sale securities - gross unrealized gains	749.2	605.5
Available-for-sale securities - gross unrealized losses	(7.8)	(34.6)
Available-for-sale securities - fair value	17,249.1	16,927.5
Total corporate investments and funds held for clients - amortized cost	19,898.4	26,088.4
Total corporate investments and funds held for clients - gross unrealized gains	749.2	605.5
Total corporate investments and funds held for clients - gross unrealized losses	(7.8)	(34.6)
Total corporate investments and funds held for clients - fair value	20,639.8	26,659.3
U.S. Treasury And Direct Obligations Of U.S. Government Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - amortized cost	6,466.3	6,558.2
Available-for-sale securities - gross unrealized gains	277.4	213.0
Available-for-sale securities - gross unrealized losses	(1.0)	(12.1)
Available-for-sale securities - fair value	6,742.7	6,759.1
Corporate Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - amortized cost	6,297.3	5,908.6
Available-for-sale securities - gross unrealized gains	276.5	234.9
Available-for-sale securities - gross unrealized losses	(6.4)	(16.9)
Available-for-sale securities - fair value	6,567.4	6,126.6
Asset-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - amortized cost	375.1	422.4
Available-for-sale securities - gross unrealized gains	22.8	25.4
Available-for-sale securities - fair value	397.9	447.8
Commercial Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - amortized cost	421.5	476.6
Available-for-sale securities - gross unrealized gains	12.0	15.9
Available-for-sale securities - fair value	433.5	492.5
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - amortized cost	486.9	493.7
Available-for-sale securities - gross unrealized gains	30.1	23.1
Available-for-sale securities - gross unrealized losses	(0.1)	(0.6)
Available-for-sale securities - fair value	516.9	516.2
Canadian Government Obligations And Canadian Government Agency Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - amortized cost	972.1	1,082.0
Available-for-sale securities - gross unrealized gains	33.2	20.8
Available-for-sale securities - gross unrealized losses		(1.3)
Available-for-sale securities - fair value	1,005.3	1,101.5
Other Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - amortized cost	1,488.5	1,415.1
Available-for-sale securities - gross unrealized gains	97.2	72.4
Available-for-sale securities - gross unrealized losses	(0.3)	(3.7)
Available-for-sale securities - fair value	$ 1,585.4	$ 1,483.8

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Corporate Investments And Funds Held For Clients (Tables)

3 Months Ended

Sep. 30, 2011

Corporate Investments And Funds Held For Clients [Abstract]

Corporate Investments And Funds Held For Clients

				September 30, 2011
				Gross		Gross
		Amortized		Unrealized Unrealized
		Cost		Gains		Losses			Fair Value
Type of issue:
Money market securities and other cash
equivalents	$	3,390.7	$	-	$	-			3,390.7
Available-for-sale securities:
U.S. Treasury and direct obligations of
U.S. government agencies		6,466.3		277.4		(1.0	)		6,742.7
Corporate bonds		6,297.3		276.5		(6.4	)		6,567.4
Asset-backed securities		375.1		22.8		-			397.9
Commercial mortgage-backed securities		421.5		12.0		-			433.5
Municipal bonds		486.9		30.1		(0.1	)		516.9
Canadian government obligations and
Canadian government agency obligations		972.1		33.2		-			1,005.3
Other securities		1,488.5		97.2		(0.3	)		1,585.4
Total available-for-sale securities		16,507.7		749.2		(7.8	)		17,249.1
Total corporate investments and funds
held for clients	$	19,898.4	$	749.2	$	(7.8	)	$	20,639.8
				June 30, 2011
				Gross		Gross
		Amortized		Unrealized Unrealized
		Cost		Gains		Losses			Fair Value
Type of issue:
Money market securities and other cash
equivalents	$	9,731.8	$	-	$	-		$	9,731.8
Available-for-sale securities:
U.S. Treasury and direct obligations of
U.S. government agencies		6,558.2		213.0		(12.1	)		6,759.1
Corporate bonds		5,908.6		234.9		(16.9	)		6,126.6
Asset-backed securities		422.4		25.4		-			447.8
Commercial mortgage backed securities		476.6		15.9		-			492.5
Municipal bonds		493.7		23.1		(0.6	)		516.2
Canadian government obligations and
Canadian government agency obligations		1,082.0		20.8		(1.3	)		1,101.5
Other securities		1,415.1		72.4		(3.7	)		1,483.8
Total available-for-sale securities		16,356.6		605.5		(34.6	)		16,927.5
Total corporate investments and funds
held for clients	$	26,088.4	$	605.5	$	(34.6	)	$	26,659.3

Classification Of Corporate Investments On The Consolidated Balance Sheets

		September 30,		June 30,
		2011		2011
Corporate investments:
Cash and cash equivalents	$	1,248.9	$	1,389.4
Short-term marketable securities		19.1		36.3
Long-term marketable securities		99.7		98.0
Total corporate investments	$	1,367.7	$	1,523.7

Schedule Of Investment Of Funds Held For Clients

		September 30,		June 30,
		2011		2011
Funds held for clients:
Restricted cash and cash equivalents held
to satisfy client funds obligations	$	2,141.8	$	8,342.4
Restricted short-term marketable securities held
to satisfy client funds obligations		2,824.5		3,059.9
Restricted long-term marketable securities held
to satisfy client funds obligations		14,305.8		13,733.3
Total funds held for clients	$	19,272.1	$	25,135.6

Available-For-Sale Securities That Have Been In An Unrealized Loss Position

The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of September 30, 2011, are as follows:

		Unrealized					Unrealized
		losses			Fair market		losses		Fair market		Total gross
		less than			value less than		greater than		value greater		unrealized			Total fair
		12 months			12 months		12 months		than 12 months		losses			market value
U.S. Treasury and direct obligations of
U.S. government agencies	$	(1.0	)	$	182.5	$	-	$	-	$	(1.0	)	$	182.5
Corporate bonds		(6.4	)		470.4		-		-		(6.4	)		470.4
Asset-backed securities		-			2.6		-		-		-			2.6
Commercial mortgage-backed securities		-			28.2		-		-		-			28.2
Municipal bonds		(0.1	)		5.3		-		-		(0.1	)		5.3
Canadian government obligations and														-
Canadian government agency obligations		-			6.7		-		-		-			6.7
Other securities		(0.3	)		17.5		-		-		(0.3	)		17.5
	$	(7.8	)	$	713.2	$	-	$	-	$	(7.8	)	$	713.2

The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of June 30, 2011 are as follows:

		Unrealized					Unrealized
		losses			Fair market		losses		Fair market		Total gross
		less than			value less than		greater than		value greater		unrealized			Total fair
		12 months			12 months		12 months		than 12 months		losses			market value
U.S. Treasury and direct obligations of
U.S. government agencies	$	(12.1	)	$	1,049.0	$	-	$	-	$	(12.1	)	$	1,049.0
Corporate bonds		(16.9	)		945.2		-		-		(16.9	)		945.2
Asset-backed securities		-			0.5		-		-		-			0.5
Commercial mortgage-backed securities		-			17.3		-		-		-			17.3
Municipal bonds		(0.6	)		35.0		-		-		(0.6	)		35.0
Canadian government obligations and
Canadian government agency obligations		(1.3	)		227.7		-		-		(1.3	)		227.7
Other securities		(3.7	)		242.3		-		-		(3.7	)		242.3
	$	(34.6	)	$	2,517.0	$	-	$	-	$	(34.6	)	$	2,517.0

Expected Maturities Of Available-For-Sale Securities

Due in one year or less	$	2,843.7
Due after one year to two years		3,157.0
Due after two years to three years		1,705.5
Due after three years to four years		3,790.7
Due after four years		5,752.2
Total available-for-sale securities	$	17,249.1

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Income Taxes (Details)	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Income Taxes [Abstract]
Effective tax rate	34.10%	36.20%
Decrease in effective tax rate due to expiration of statue of limitations	2.10%

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Employee Benefit Plans (Changes In Performance-Based Restricted Stock) (Details) (Performance-Based Restricted Stock [Member]) In Thousands	3 Months Ended
	Sep. 30, 2011
Performance-Based Restricted Stock [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Restricted shares outstanding, at July 1, 2011	1,351
Restricted shares granted	1,770
Restricted shares forfeited	(12)
Restricted shares outstanding, at September 30, 2011	3,109

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Employee Benefit Plans (Tables)

3 Months Ended

Sep. 30, 2011

Employee Benefit Plans [Abstract]

Components Of Stock-Based Compensation Expense

		Three Months Ended
		September 30,
		2011		2010
Operating expenses	$	3.1	$	2.0
Selling, general and administrative expenses		12.7		9.7
System development and programming costs		2.8		2.2
Total pretax stock-based compensation expense	$	18.6	$	13.9

Changes In Stock Options Outstanding

	Number			Weighted
	of Options			Average Price
	(in thousands)			(in dollars)
Options outstanding at
July 1, 2011	21,714		$	40
Options granted	200		$	47
Options exercised	(1,005	)	$	51
Options canceled	(57	)	$	39
Options outstanding at
September 30, 2011	20,852		$	40

Changes In Performance-Based Restricted Stock

	Number
	of Shares
	(in thousands)
Restricted shares outstanding
at July 1, 2011	1,351
Restricted shares granted	1,770
Restricted shares vested	-
Restricted shares forfeited	(12	)
Restricted shares outstanding
at September 30, 2011	3,109

Changes In Time-Based Restricted Stock

	Number
	of Shares
	(in thousands)
Restricted shares outstanding,
at July 1, 2011	493
Restricted shares granted	2
Restricted shares vested	(37	)
Restricted shares forfeited	-
Restricted shares outstanding,
at September 30, 2011	458

Assumptions Used To Estimate Fair Value For Stock Options Granted

		Three Months Ended
		September 30,
		2011			2010
Risk-free interest rate		1.0	%		1.6	%
Dividend yield		3.1	%		3.3	%
Weighted average volatility factor		24.9	%		24.9	%
Weighted average expected life (in years)		5.2			5.1
Weighted average fair value (in dollars)	$	6.99		$	6.37

Schedule Of Net Periodic Benefit Cost

		Three months ended
		September 30,
		2011		2010
Service cost – benefits earned during the period	$	14.3		$	13.1
Interest cost on projected benefits		15.5			14.0
Expected return on plan assets		(24.4	)		(22.1	)
Amortization of losses		3.8			5.1
Net pension expense	$	9.2		$	10.1

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Corporate Investments And Funds Held For Clients (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Sep. 30, 2011	Jun. 30, 2011
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	$ 17,249.1	$ 16,927.5
Client funds obligations	18,552.6	24,591.1
Available-for-sale securities, continuous unrealized loss position, aggregate losses	7.8
Percentage of the available-for-sale securities were rated AAA or AA	87.00%
Client funds investments with original maturities	90 days or less
Earliest non-callable debt maturity date	October 2011
Latest non-callable debt maturity date	June 2021
Length of shortest cash flow of residential mortgages used as collateral for the Company's mortgage-backed securities (in years)	15
Length of longest cash flow of residential mortgages used as collateral for the Company's mortgage-backed securities (in years)	30
Federal Home Loan Banks [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	3,945.6	3,886.5
Federal Farm Credit Banks [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	929.0	914.0
Federal National Mortgage Association ("Fannie Mae") [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	695.0	702.4
Federal Home Loan Mortgage Corporation ("Freddie Mac") [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	653.0	759.1
Fixed Rate Credit Card [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	205.2	220.5
Rate Reduction [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	170.9	196.9
Asset-Backed Auto Loan Receivables [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	21.4	30.0
Residential Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	145.5	146.5
Canadian Provincial Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	548.1	494.3
Corporate Bonds Backed By Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	128.3	129.1
Sovereign Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	357.8	328.8
Supranational Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale securities - fair value	$ 386.9	$ 360.1

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Receivables (Tables)

3 Months Ended

Sep. 30, 2011

Receivables [Abstract]

Schedule Of The Company's Receivables

		September 30, 2011						June 30, 2011
		Current		Long-term				Current		Long-term
Trade receivables	$	1,209.7		$	-		$	1,333.2		$	-
Notes receivable		87.9			142.1			90.5			146.4
Less:
Allowance for doubtful accounts - trade receivables		(46.8	)		-			(44.8	)		-
Allowance for doubtful accounts - notes receivable		(6.0	)		(9.7	)		(5.7	)		(9.4	)
Unearned income-notes receivable		(7.9	)		(7.6	)		(8.4	)		(8.3	)
Total	$	1,236.9		$	124.8		$	1,364.8		$	128.7

Schedule Of The Allowance For Doubtful Accounts For Notes Receivable

				September 30, 2011
		Notes Receivable				Reserve
		Current	Long-term			Current	Long-term
Specific Reserve	$	0.6	$	0.9	$	0.6	$	0.9
Non-specific Reserve		87.3		141.2		5.4		8.8
Total	$	87.9	$	142.1	$	6.0	$	9.7

				June 30, 2011
		Notes Receivable				Reserve
		Current	Long-term			Current	Long-term
Specific Reserve	$	0.6	$	0.9	$	0.6	$	0.9
Non-specific Reserve		89.9		145.5		5.1		8.5
Total	$	90.5	$	146.4	$	5.7	$	9.4

Rollforward Of The Allowance For Doubtful Accounts For Notes Receivable

		Current			Long-term
Balance at June 30, 2011	$	5.7		$	9.4
Incremental provision		0.4			0.3
Recoveries		0.1			0.2
Chargeoffs		(0.2	)		(0.2	)
Balance at September 30, 2011	$	6.0			9.7

Schedule Of Aging Of Notes Receivable

		Over 30 days to 60
		days		Over 60 days
Notes Receivables	$	1.7	$	0.4

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Employee Benefit Plans

3 Months Ended

Sep. 30, 2011

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 12. Employee Benefit Plans

A. Stock Plans. The Company recognizes stock-based compensation expense in net earnings based on the fair value of the award on the date of grant. Stock-based compensation consists of the following:

• Stock Options. Stock options are granted to employees at exercise prices equal to the fair market value of the Company's common stock on the dates of grant. Stock options are issued under a grade vesting schedule. Options granted prior to July 1, 2008 generally vest ratably over five years and have a term of 10 years. Options granted after July 1, 2008 generally vest ratably over four years and have a term of 10 years. Compensation expense for stock options is recognized over the requisite service period for each separately vesting portion of the stock option award.
• Employee Stock Purchase Plan.
  The Company offers an employee stock purchase plan that allows eligible employees to purchase shares of common stock at a price equal to 95% of the market value for the Company's common stock on the last day of the offering period. This plan has been deemed non- compensatory and therefore, no compensation expense has been recorded.
• Restricted Stock.

• Time-Based Restricted Stock. The Company has issued time-based restricted stock to certain key employees. These shares are restricted as to transfer and in certain circumstances must be returned to the Company at the original purchase price. The Company records stock compensation expense relating to the issuance of restricted stock based on market prices on the date of grant on a straight-line basis over the period in which the transfer restrictions exist, which is up to five years from the date of grant.
• Performance-Based Restricted Stock. The performance-based restricted stock program has a one-year performance period, and a subsequent six-month service period. Under this program, the Company communicates "target awards" to employees at the beginning of the performance period and, as such, dividends are not paid in respect of the "target awards" during the performance period. After the performance period, if the performance targets are achieved, associates are eligible to receive dividends on shares awarded under the program. The performance target is based on earnings per share growth over the performance period, with possible payouts ranging from 0% to 150% of the "target awards." Stock-based compensation expense is measured based upon the fair value of the award on the grant date. Compensation expense is recognized on a straight-line basis over the vesting period of approximately 18 months, based upon the probability that the performance target will be met.

The Company currently utilizes treasury stock to satisfy stock option exercises, issuances under the Company's employee stock purchase plan and restricted stock awards. From time to time, the Company may repurchase shares of its common stock under its authorized share repurchase programs. The Company has repurchased 5.3 million shares in the three months ended September 30, 2011 as compared to 1.2 million shares repurchased in the three months ended September 30, 2010. The Company considers several factors in determining when to execute share repurchases, including, among other things, actual and potential acquisition activity, cash balances and cash flows, issuances due to employee benefit plan activity, and market conditions.

Stock-based compensation expense of $18.6 million and $13.9 million was recognized in earnings for the three months ended September 30, 2011 and 2010, respectively, as well as related tax benefits of $6.9 million and $5.2 million, respectively.

		Three Months Ended
		September 30,
		2011		2010
Operating expenses	$	3.1	$	2.0
Selling, general and administrative expenses		12.7		9.7
System development and programming costs		2.8		2.2
Total pretax stock-based compensation expense	$	18.6	$	13.9

As of September 30, 2011, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock awards amounted to $7.9 million and $94.9 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 1.3 years and 1.5 years, respectively.

During the three months ended September 30, 2011, the following activity occurred under our existing plans:

Stock Options:

	Number			Weighted
	of Options			Average Price
	(in thousands)			(in dollars)
Options outstanding at
July 1, 2011	21,714		$	40
Options granted	200		$	47
Options exercised	(1,005	)	$	51
Options canceled	(57	)	$	39
Options outstanding at
September 30, 2011	20,852		$	40

Performance-Based Restricted Stock:

	Number
	of Shares
	(in thousands)
Restricted shares outstanding
at July 1, 2011	1,351
Restricted shares granted	1,770
Restricted shares vested	-
Restricted shares forfeited	(12	)
Restricted shares outstanding
at September 30, 2011	3,109

Time-Based Restricted Stock:

	Number
	of Shares
	(in thousands)
Restricted shares outstanding,
at July 1, 2011	493
Restricted shares granted	2
Restricted shares vested	(37	)
Restricted shares forfeited	-
Restricted shares outstanding,
at September 30, 2011	458

The fair value of each stock option issued is estimated on the date of grant using a binomial option pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company's stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes.

The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grant is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding.

The fair value for stock options granted was estimated at the date of grant using the following assumptions:

		Three Months Ended
		September 30,
		2011			2010
Risk-free interest rate		1.0	%		1.6	%
Dividend yield		3.1	%		3.3	%
Weighted average volatility factor		24.9	%		24.9	%
Weighted average expected life (in years)		5.2			5.1
Weighted average fair value (in dollars)	$	6.99		$	6.37

B. Pension Plans

The components of net pension expense were as follows:

		Three months ended
		September 30,
		2011		2010
Service cost – benefits earned during the period	$	14.3		$	13.1
Interest cost on projected benefits		15.5			14.0
Expected return on plan assets		(24.4	)		(22.1	)
Amortization of losses		3.8			5.1
Net pension expense	$	9.2		$	10.1

During the three months ended September 30, 2011, the Company contributed $77.0 million to the pension plans and expects to contribute approximately $7.0 million during the remainder of the fiscal year ended June 30, 2012.

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Goodwill And Intangible Assets, Net (Schedule Of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) (USD $) In Millions	3 Months Ended
	Sep. 30, 2011
Goodwill And Intangible Assets, Net [Abstract]
Nine months ending June 30, 2012	$ 129.3
Twelve months ending June 30, 2013	132.7
Twelve months ending June 30, 2014	102.2
Twelve months ending June 30, 2015	69.0
Twelve months ending June 30, 2016	53.0
Twelve months ending June 30, 2017	$ 40.7

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Employee Benefit Plans (Changes In Stock Options Outstanding) (Details) (USD $) In Thousands, except Per Share data	3 Months Ended
	Sep. 30, 2011
Employee Benefit Plans [Abstract]
Options outstanding at July 1, 2011	21,714
Granted, options	200
Exercised, options	(1,005)
Canceled, options	(57)
Options outstanding at September 30, 2011	20,852
Outstanding at July 1, 2011, weighted average price	$ 40
Granted, weighted average price	$ 47
Exercised, weighted average price	$ 51
Canceled, weighted average price	$ 39
Outstanding at September 30, 2011, weighted average price	$ 40

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Acquisitions

3 Months Ended

Sep. 30, 2011

Acquisitions [Abstract]

Acquisitions

Note 5. Acquisitions

Assets acquired and liabilities assumed in business combinations were recorded on the Company's Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Statements of Consolidated Earnings since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives final information, including appraisals and other analyses, which typically occurs within one year from the date of acquisition.

On August 16, 2010, the Company acquired 100% of the outstanding shares of Cobalt, a leading provider of digital marketing solutions for the auto industry that aligns with Dealer Services' global layered applications strategy and strongly supports Dealer Services' long-term growth strategy, for approximately $405.4 million in cash, net of cash acquired.

The final purchase price allocation for Cobalt is as follows:

Accounts receivable, net	$	42.5
Goodwill		293.5
Identifiable intangible assets		111.6
Other assets		37.5
Total assets acquired	$	485.1
Total liabilities acquired	$	58.0

The Company determined the purchase price allocations for this acquisition based on estimates of the fair value of tangible and intangible assets acquired and liabilities assumed, utilizing recognized valuation techniques, including the income and market approaches. Goodwill for Cobalt, which is not deductible for tax purposes, resulted from the expected impact to Dealer Services' long-term growth strategy. Intangible assets for Cobalt, which totaled $111.6 million, included customer contracts and lists, software and trademarks that are being amortized over a weighted average life of approximately 11 years. There is no contingent consideration relating to the Cobalt acquisition.

In addition to Cobalt discussed above, the Company acquired two businesses during the three months ended September 30, 2010 for approximately $72.5 million, net of cash acquired. These acquisitions resulted in approximately $14.6 million of goodwill. Intangible assets acquired, which totaled approximately $40.8 million for these two acquisitions, included customer contracts and lists, software and trademarks that are being amortized over a weighted average life of approximately 11 years. The Company finalized the purchase price allocation for these three acquisitions during the three months ended September 30, 2011 and adjusted the preliminary values allocated to certain assets and liabilities in order to reflect final information received. Refer to Note 9 for more information related to Goodwill and Intangible Assets, net.

The Company acquired one business during the three months ended September 30, 2011 for approximately $2.6 million, including a holdback to secure the fulfillment of certain contractual obligations of the sellers. This acquisition was not material to the Company's results of operations, financial position, or cash flows.

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Foreign Currency Risk Management Programs

3 Months Ended

Sep. 30, 2011

Foreign Currency Risk Management Programs [Abstract]

Foreign Currency Risk Management Programs

Note 15. Foreign Currency Risk Management Programs

The Company is exposed to market risk from changes in foreign currency exchange rates that could impact its consolidated results of operations, financial position or cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company does not use derivative financial instruments for trading purposes.

The Company had no derivative financial instruments outstanding at September 30, 2011 or June 30, 2011.

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Employee Benefit Plans (Schedule Of Net Periodic Benefit Cost) (Details) (USD $) In Millions	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Employee Benefit Plans [Abstract]
Service cost - benefits earned during the period	$ 14.3	$ 13.1
Interest cost on projected benefits	15.5	14.0
Expected return on plan assets	(24.4)	(22.1)
Amortization of losses	3.8	5.1
Net pension expense	$ 9.2	$ 10.1

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Employee Benefit Plans (Changes In Time-Based Restricted Stock) (Details) (Time-Based Restricted Stock [Member]) In Thousands	3 Months Ended
	Sep. 30, 2011
Time-Based Restricted Stock [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Restricted shares outstanding, at July 1, 2011	493
Restricted shares granted	2
Restricted shares vested	(37)
Restricted shares outstanding, at September 30, 2011	458

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Acquisitions (Narrative) (Details) (USD $)	3 Months Ended	0 Months Ended	3 Months Ended
	Sep. 30, 2010 years	Aug. 16, 2010 Cobalt [Member]	Sep. 30, 2011 Cobalt [Member]
Business Acquisition [Line Items]
Purchase price for acquisitions, net of cash acquired	$ 72,500,000	$ 405,400,000	$ 2,600,000
Number of businesses acquired	2		1
Identifiable intangible assets	40,800,000	111,600,000
Weighted average amortized life of intangible assets acquired as part of acquisitions (years)	11	11
Contingent consideration		0
Cobalt outstanding shares acquired		100.00%
Amount of Goodwill resulting from acquisitions	$ 14,600,000	$ 293,500,000

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Interim Financial Data By Segment (Financial Data By Strategic Business Unit Segment) (Details) (USD $) In Millions	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Segment Reporting Information [Line Items]
Revenues	$ 2,522.5	$ 2,229.4
Earnings before Income Taxes	459.3	436.4
Employer Services Segment [Member]
Segment Reporting Information [Line Items]
Revenues	1,750.4	1,599.3
Earnings before Income Taxes	410.0	382.4
Professional Employee Organization Services Segment [Member]
Segment Reporting Information [Line Items]
Revenues	400.5	341.3
Earnings before Income Taxes	36.6	28.0
Dealer Services Segment [Member]
Segment Reporting Information [Line Items]
Revenues	407.9	346.2
Earnings before Income Taxes	63.1	49.6
Other Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	2.8	3.3
Earnings before Income Taxes	(33.1)	(18.3)
Foreign Exchange Reconciling Item [Member]
Segment Reporting Information [Line Items]
Revenues	9.7	(32.6)
Earnings before Income Taxes	0.7	(3.2)
Client Fund Interest Reconciling Item [Member]
Segment Reporting Information [Line Items]
Revenues	(48.8)	(28.1)
Earnings before Income Taxes	(48.8)	(28.1)
Cost Of Capital Charge Reconciling Item [Member]
Segment Reporting Information [Line Items]
Earnings before Income Taxes	30.8	26.0
Total Revenue And Earnings Before Income Taxes [Member]
Segment Reporting Information [Line Items]
Revenues	2,522.5	2,229.4
Earnings before Income Taxes	$ 459.3	$ 436.4

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Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Sep. 30, 2011

Jun. 30, 2011

Fair Value Measurements [Abstract]

Schedule Of Assets Measured At Fair Value On A Recurring Basis

		Level 1		Level 2		Level 3		Total
U.S Treasury and direct obligations of
U.S. government agencies	$	-	$	6,742.7	$	-	$	6,742.7
Corporate bonds		-		6,567.4		-		6,567.4
Asset-backed securities		-		397.9		-		397.9
Commercial mortgage-backed securities		-		433.5		-		433.5
Municipal bonds		-		516.9		-		516.9
Canadian government obligations and
Canadian government agency obligations		-		1,005.3		-		1,005.3
Other securities		14.0		1,571.4		-		1,585.4
Total available-for-sale securities	$	14.0	$	17,235.1	$	-	$	17,249.1

		Level 1		Level 2		Level 3		Total
U.S Treasury and direct obligations of
U.S. government agencies	$	-	$	6,759.1	$	-	$	6,759.1
Corporate bonds		-		6,126.6		-		6,126.6
Asset-backed securities		-		447.8		-		447.8
Commercial mortgage-backed securities		-		492.5		-		492.5
Municipal bonds		-		516.2		-		516.2
Canadian government obligations and
Canadian government agency obligations		-		1,101.5		-		1,101.5
Other securities		20.1		1,463.7		-		1,483.8
Total available-for-sale securities	$	20.1	$	16,907.4	$	-	$	16,927.5

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data	Sep. 30, 2011	Jun. 30, 2011
Consolidated Balance Sheets [Abstract]
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	0.3	0.3
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	1,000.0	1,000.0
Common stock, shares issued	638.7	638.7
Common stock, shares outstanding	488.2	490.8
Treasury stock, shares	150.5	147.9

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Comprehensive Income

3 Months Ended

Sep. 30, 2011

Comprehensive Income [Abstract]

Comprehensive Income

Note 16. Comprehensive Income

		Three Months Ended
		September 30,
		2011			2010
Net earnings	$	302.7		$	278.5
Other comprehensive income:
Currency translation adjustments		(75.3	)		79.7
Unrealized gain on available-for-sale
securities, net of tax		112.3			93.7
Pension liability adjustment, net of tax		2.4			(0.4	)
Comprehensive income	$	342.1		$	451.5

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Corporate Investments And Funds Held For Clients (Schedule Of Investment Of Funds Held For Clients) (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Corporate Investments And Funds Held For Clients [Abstract]
Restricted cash and cash equivalents held to satisfy client funds obligations	$ 2,141.8	$ 8,342.4
Restricted short-term marketable securities held to satisfy client funds obligations	2,824.5	3,059.9
Restricted long-term marketable securities held to satisfy client funds obligations	14,305.8	13,733.3
Total funds held for clients	$ 19,272.1	$ 25,135.6

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Subsequent Events

3 Months Ended

Sep. 30, 2011

Subsequent Events [Abstract]

Subsequent Events

Note 18. Subsequent Events

Subsequent to September 30, 2011, the Company acquired two businesses for approximately $124.5 million. The Company is currently evaluating the opening balance sheets for these businesses. These acquisitions are not expected to be material to the Company's operations, financial position or cash flows, individually or in the aggregate.

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Comprehensive Income (Comprehensive Income) (Details) (USD $) In Millions	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Comprehensive Income [Abstract]
Net earnings	$ 302.7	$ 278.5
Currency translation adjustments	(75.3)	79.7
Unrealized gain on available-for-sale securities, net of tax	112.3	93.7
Pension liability adjustment, net of tax	2.4	(0.4)
Comprehensive income	$ 342.1	$ 451.5

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Basis Of Presentation

3 Months Ended

Sep. 30, 2011

Basis Of Presentation [Abstract]

Basis Of Presentation

Note 1. Basis of Presentation

The accompanying Consolidated Financial Statements and footnotes thereto of Automatic Data Processing, Inc. and subsidiaries ("ADP" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Consolidated Financial Statements and footnotes thereto are unaudited. In the opinion of the Company's management, the Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, that are necessary for a fair statement of the Company's results for the interim periods.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenue, costs, expenses and accumulated other comprehensive income that are reported in the Consolidated Financial Statements and footnotes thereto. Actual results may differ from those estimates.

Interim financial results are not necessarily indicative of financial results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended June 30, 2011 ("fiscal 2011").

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Short-Term Financing

3 Months Ended

Sep. 30, 2011

Short-Term Financing [Abstract]

Short-Term Financing

Note 10. Short-term Financing

The Company has a $2.0 billion, 364-day credit agreement with a group of lenders that matures in June 2012. In addition, the Company has a four-year $3.25 billion credit facility maturing in June 2015 that contains an accordion feature under which the aggregate commitment can be increased by $500.0 million, subject to the availability of additional commitments. The Company also has an existing $1.5 billion three-year credit facility that matures in June 2013 that also contains an accordion feature under which the aggregate commitment can be increased by $500.0 million, subject to the availability of additional commitments. The interest rate applicable to committed borrowings is tied to LIBOR, the federal funds effective rate or the prime rate depending on the notification provided by the Company to the syndicated financial institutions prior to borrowing. The Company is also required to pay facility fees on the credit agreements. The primary uses of the credit facilities are to provide liquidity to the commercial paper program and funding for general corporate purposes, if necessary. The Company had no borrowings through September 30, 2011 under the credit agreements.

The Company's U.S. short-term funding requirements related to client funds are sometimes obtained through a short-term commercial paper program, which provides for the issuance of up to $6.75 billion in aggregate maturity value of commercial paper. The Company's commercial paper program is rated A-1+ by Standard and Poor's and Prime-1 by Moody's. These ratings denote the highest quality commercial paper securities. Maturities of commercial paper can range from overnight to up to 364 days. At September 30, 2011 and June 30, 2011, the Company had no commercial paper outstanding. For the three months ended September 30, 2011 and 2010, the Company's average borrowings were $3.0 billion and $2.2 billion, respectively, at weighted average interest rates of 0.1% and 0.2%, respectively. The weighted average maturity of the Company's commercial paper during the three months ended September 30, 2011 approximated two days.

The Company's U.S. and Canadian short-term funding requirements related to client funds obligations are sometimes obtained on a secured basis through the use of reverse repurchase agreements. These agreements are collateralized principally by government and government agency securities. These agreements generally have terms ranging from overnight to up to five business days. The Company has $2.0 billion available to it on a committed basis under these reverse repurchase agreements. At September 30, 2011 and June 30, 2011, there were no outstanding obligations under reverse repurchase agreements. For the three months ended September 30, 2011 and 2010, the Company had average outstanding balances under reverse repurchase agreements of $496.8 million and $608.9 million, respectively, at weighted average interest rates of 0.5% and 0.4%, respectively.

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Goodwill And Intangible Assets, Net (Components Of Finite-Lived Intangible Assets) (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Finite-Lived Intangible Assets [Line Items]
Total - gross	$ 2,384.6	$ 2,381.7
Total - accumulated amortization	(1,697.9)	(1,666.0)
Intangible assets, net	686.7	715.7
Software And Software Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Total - gross	1,335.0	1,322.4
Total - accumulated amortization	(1,081.7)	(1,062.1)
Customer Contracts And Lists [Member]
Finite-Lived Intangible Assets [Line Items]
Total - gross	810.5	821.0
Total - accumulated amortization	(451.9)	(443.7)
Other Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Total - gross	239.1	238.3
Total - accumulated amortization	$ (164.3)	$ (160.2)

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Employee Benefit Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Purchase price of common stock as percentage of market value	95.00%
Minimum percentage that will ultimately vest under performance-based restricted stock awards based on performance target	0.00%
Maximum percentage that will ultimately vest under performance-based restricted stock awards based on performance target	150.00%
Shares repurchased	5.3	1.2
Vesting term of performance-based restricted stock	approximately 18 months
Total stock-based compensation	$ 18.6	$ 13.9
Total stock-based compensation - related tax benefits	6.9	5.2
Compensation expense recognition	Compensation expense is recognized on a straight-line basis over the vesting period
Employer contributions	77.0
Expected future employer contribution	7.0
Stock Options Granted Prior To July 2008 [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock options - term in years for stock options granted prior to July 1, 2008	10
Length of vesting rate for options granted prior to July 1, 2008 (in years)	five
Stock options - term in years for stock options granted after July 1, 2008	10
Stock Options Granted After July 2008 [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock options - term in years for stock options granted prior to July 1, 2008	10
Stock options - term in years for stock options granted after July 1, 2008	10
Length of vesting rate for options granted after July 1, 2008 (in years)	four
Non-Vested Stock Options [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total remaining unrecognized compensation cost	7.9
Amortization period for total remaining unrecognized compensation cost (in years)	1.3
Non-Vested Restricted Stock [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total remaining unrecognized compensation cost	$ 94.9
Amortization period for total remaining unrecognized compensation cost (in years)	1.5

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Interim Financial Data By Segment (Narrative) (Details)	3 Months Ended
	Sep. 30, 2011
Interim Financial Data By Segment [Abstract]
Standard reconciling rate between actual interest income earned and interest credited	4.50%

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Comprehensive Income (Tables)

3 Months Ended

Sep. 30, 2011

Comprehensive Income [Abstract]

Comprehensive Income

		Three Months Ended
		September 30,
		2011			2010
Net earnings	$	302.7		$	278.5
Other comprehensive income:
Currency translation adjustments		(75.3	)		79.7
Unrealized gain on available-for-sale
securities, net of tax		112.3			93.7
Pension liability adjustment, net of tax		2.4			(0.4	)
Comprehensive income	$	342.1		$	451.5

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Commitments And Contingencies

3 Months Ended

Sep. 30, 2011

Commitments And Contingencies [Abstract]

Commitments And Contingencies

Note 14. Commitments and Contingencies

In September 2010, a purported class action lawsuit was filed against the Company in the Superior Court of the State of California, County of Los Angeles. The lawsuit was subsequently removed to the United States District Court, Central District of California, Western Division. The complaint alleges that the Company unlawfully handled certain client calls and seeks statutory damages. The services at issue were performed by an independent third-party vendor, and the Company believes that it has the contractual right to full indemnification from this vendor for any potential losses it might incur with respect to the matter. In April 2011, the Company and the third-party vendor entered into a class action settlement agreement with the plaintiff to settle the matter subject to court approval. As part of the settlement, the Company was to be dismissed from the action, and the third-party vendor will pay all settlement amounts. The third-party vendor is also paying all of the Company's legal fees and costs associated with the defense of the matter. The Company was dismissed from the action on May 2, 2011. On July 20, 2011 the court granted preliminary approval to the class action settlement and provisionally certified the settlement class. A hearing on final approval is scheduled for November 28, 2011.

On July 18, 2011, athenahealth, Inc. filed a complaint against ADP AdvancedMD, Inc., a subsidiary of the Company. The complaint alleges that ADP AdvancedMD's activities in providing medical practice management and billing and revenue management software and associated services to physicians and medical practice managers infringe two patents owned by athenahealth, Inc. The complaint seeks monetary damages, injunctive relief, and costs. The Company has responded to the complaint, continues to investigate the merits of the claims, and intends to vigorously defend itself.

In June of 2011, the Company received a Commissioner's Charge from the U.S. Equal Employment Opportunity Commission ("EEOC") alleging that the Company has violated Title VII of the Civil Rights Act of 1964 by refusing to recruit, hire, transfer and promote certain persons on the basis of their race, in the State of Illinois from at least the period of January 1, 2007 to the present. The Company is investigating the allegations set forth in the Commissioner's Charge and is cooperating with the EEOC's investigation.

The Company is subject to various claims and litigation in the normal course of business. When a loss is considered probable and reasonably estimable, the Company records a liability in the amount of its best estimate for the ultimate loss. At this time the Company is unable to estimate any possible loss, or range of possible loss, with respect to the matters described above. This is primarily because these matters are still in early stages and involve complex issues subject to inherent uncertainty. There can be no assurance that these matters will be resolved in a manner that is not adverse to the Company.

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

The Company has obligations under various facilities and equipment leases and software license agreements that were disclosed in its Annual Report on Form 10-K for the year ended June 30, 2011.

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Statements Of Consolidated Earnings (USD $) In Millions, except Per Share data	3 Months Ended
	Sep. 30, 2011		Sep. 30, 2010
REVENUES:
Revenues, other than interest on funds held for clients and PEO revenues	$ 2,002.7		$ 1,763.7
Interest on funds held for clients	121.9		126.8
PEO revenues	397.9	[1]	338.9	[1]
TOTAL REVENUES	2,522.5		2,229.4
EXPENSES:
Operating expenses	1,292.7		1,116.7
Systems development and programming costs	149.7		134.9
Depreciation and amortization	63.7		60.3
TOTAL COSTS OF REVENUES	1,506.1		1,311.9
Selling, general and administrative expenses	589.2		515.6
Interest expense	2.1		2.7
TOTAL EXPENSES	2,097.4		1,830.2
Other income, net	(34.2)		(37.2)
EARNINGS BEFORE INCOME TAXES	459.3		436.4
Provision for income taxes	156.6		157.9
NET EARNINGS	$ 302.7		$ 278.5
BASIC EARNINGS PER SHARE	$ 0.62		$ 0.57
DILUTED EARNINGS PER SHARE	$ 0.61		$ 0.56
Basic weighted average shares outstanding	487.9		491.4
Diluted weighted average shares outstanding	493.3		494.9
Dividends declared per common share	$ 0.3600		$ 0.3400

[1] Professional Employer Organization ("PEO") revenues are net of direct pass-through costs, primarily consisting of payroll wages and payroll taxes, of $3,935.3 and $3,351.3 for the three months ended September 30, 2011 and 2010, respectively.

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Earnings Per Share ("EPS") (Details) (USD $) In Millions, except Per Share data	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Earnings Per Share ("EPS") [Abstract]
Net earnings, Basic	$ 302.7	$ 278.5
Net earnings, Diluted	$ 302.7	$ 278.5
Weighted average shares (in millions), Basic	487.9	491.4
Weighted average shares (in millions) - Effect of Employee Stock Option Shares	4.0	2.2
Weighted average shares (in millions) - Effect of Employee Restricted Stock Shares	1.4	1.3
Weighted average shares (in millions), Diluted	493.3	494.9
Basic Earnings Per Share	$ 0.62	$ 0.57
Diluted Earnings Per Share	$ 0.61	$ 0.56
Options excluded from the calculation of diluted earnings per share because their exercise prices exceeded the average market price	0.6	14.8

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Receivables (Schedule Of The Company's Receivables) (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Receivables [Abstract]
Trade receivables - current	$ 1,209.7	$ 1,333.2
Trade receivables - long-term
Notes receivable - current	87.9	90.5
Notes receivable - long-term	142.1	146.4
Allowance for doubtful accounts - trade receivables - current	(46.8)	(44.8)
Allowance for doubtful accounts - trade receivables - long term
Allowance for doubtful accounts - notes receivable - current	(6.0)	(5.7)
Allowance for doubtful accounts - notes receivable - long-term	(9.7)	(9.4)
Unearned income - current	(7.9)	(8.4)
Unearned income - long term	(7.6)	(8.3)
Receivables, net - current	1,236.9	1,364.8
Receivables, net - long-term	$ 124.8	$ 128.7

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Short-Term Financing (Details) (USD $)	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Jun. 30, 2011
Short-term Debt [Line Items]
Maturities of commercial paper range	overnight to up to 364 days
Issuance Of Debt [Member]
Short-term Debt [Line Items]
Aggregate amount of commercial paper issuable under the short-term commercial paper program	$ 6,750,000,000
Short-Term Commercial Paper Program [Member]
Short-term Debt [Line Items]
Average outstanding borrowings	3,000,000,000	2,200,000,000
Weighted average interest rate	0.10%	0.20%
Outstanding borrowings	0		0
Weighted average maturity of borrowings under the short-term commercial paper program	two days
364-Day Credit Agreement [Member]
Short-term Debt [Line Items]
Maximum borrowing capacity under credit facilities	2,000,000,000
Expiration date of credit facilities	June 2012
Credit Facility Expiring In June 2015 [Member]
Short-term Debt [Line Items]
Maximum borrowing capacity under credit facilities	3,250,000,000
Expiration date of credit facilities	June 2015
Line of credit facility potentially available increase in maximum borrowing capacity	500,000,000
Credit Facility Expiring In June 2013 [Member]
Short-term Debt [Line Items]
Maximum borrowing capacity under credit facilities	1,500,000,000
Expiration date of credit facilities	June 2013
Line of credit facility potentially available increase in maximum borrowing capacity	500,000,000
Reverse Repurchase Agreements [Member]
Short-term Debt [Line Items]
Maximum borrowing capacity under credit facilities	2,000,000,000
Average outstanding borrowings	496,800,000	608,900,000
Weighted average interest rate	0.50%	0.40%
Outstanding borrowings	$ 0		$ 0

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Foreign Currency Risk Management Programs (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Foreign Currency Risk Management Programs [Abstract]
Derivative financial instruments outstanding	$ 0	$ 0

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Corporate Investments And Funds Held For Clients (Available-For-Sale Securities That Have Been In An Unrealized Loss Position) (Details) (USD $) In Millions	Sep. 30, 2011	Jun. 30, 2011
Schedule of Available-for-sale Securities [Line Items]
Unrealized losses less than twelve months	$ (7.8)	$ (34.6)
Fair market value less than twelve months	713.2	2,517.0
Available-for-sale securities - gross unrealized losses	(7.8)	(34.6)
Total fair market value	713.2	2,517.0
U.S. Treasury And Direct Obligations Of U.S. Government Agencies [Member]
Schedule of Available-for-sale Securities [Line Items]
Unrealized losses less than twelve months	(1.0)	(12.1)
Fair market value less than twelve months	182.5	1,049.0
Available-for-sale securities - gross unrealized losses	(1.0)	(12.1)
Total fair market value	182.5	1,049.0
Corporate Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Unrealized losses less than twelve months	(6.4)	(16.9)
Fair market value less than twelve months	470.4	945.2
Available-for-sale securities - gross unrealized losses	(6.4)	(16.9)
Total fair market value	470.4	945.2
Asset-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair market value less than twelve months	2.6	0.5
Total fair market value	2.6	0.5
Commercial Mortgage-Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair market value less than twelve months	28.2	17.3
Total fair market value	28.2	17.3
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Unrealized losses less than twelve months	(0.1)	(0.6)
Fair market value less than twelve months	5.3	35.0
Available-for-sale securities - gross unrealized losses	(0.1)	(0.6)
Total fair market value	5.3	35.0
Canadian Government Obligations And Canadian Government Agency Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Unrealized losses less than twelve months		(1.3)
Fair market value less than twelve months	6.7	227.7
Available-for-sale securities - gross unrealized losses		(1.3)
Total fair market value	6.7	227.7
Other Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Unrealized losses less than twelve months	(0.3)	(3.7)
Fair market value less than twelve months	17.5	242.3
Available-for-sale securities - gross unrealized losses	(0.3)	(3.7)
Total fair market value	$ 17.5	$ 242.3

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Corporate Investments And Funds Held For Clients (Expected Maturities Of Available-For-Sale Securities) (Details) (USD $) In Millions	Sep. 30, 2011
Corporate Investments And Funds Held For Clients [Abstract]
Due in one year or less	$ 2,843.7
Due after one year up to two years	3,157.0
Due after two years up to three years	1,705.5
Due after three years up to four years	3,790.7
Due after four years	5,752.2
Total available-for-sale securities	$ 17,249.1

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Goodwill And Intangible Assets, Net (Changes In Goodwill) (Details) (USD $) In Millions	3 Months Ended
	Sep. 30, 2011
Finite-Lived Intangible Assets [Line Items]
Beginning balance	$ 3,073.6
Additions and other adjustments, net	(31.4)
Currency translation adjustments	(44.7)
Ending balance	2,997.5
Employer Services Segment [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance	1,935.0
Additions and other adjustments, net	(13.0)
Currency translation adjustments	(34.0)
Ending balance	1,888.0
PEO Services Segment [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance	4.8
Additions and other adjustments, net
Currency translation adjustments
Ending balance	4.8
Dealer Services Segment [Member]
Finite-Lived Intangible Assets [Line Items]
Beginning balance	1,133.8
Additions and other adjustments, net	(18.4)
Currency translation adjustments	(10.7)
Ending balance	$ 1,104.7

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Other Income, Net (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Jun. 30, 2011
Other Income, Net [Abstract]
Proceeds from sales and maturities of available-for-sale securities	$ 844.3	$ 826.9
Gain on sale of buildings		1.8
Income from Broadridge Financial Solutions, Inc. outsourcing agreement	28.5	27.3
Cost of services provided pursuant to the Broadridge Financial Solutions, Inc. outsourcing agreement	27.9	26.7
Receivable for services rendered pursuant to the Broadridge Financial Solutions, Inc. outsourcing agreement	9.5		9.5
Impairment losses on available-for-sale securities		$ 8.6
Number of buildings reclassified as available for sale	2
Number of buildings sold	2