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Automatic Data Processing Incorporated (NASDAQ:ADP)

Q3 2006 Earnings Conference Call

April 28th 2006, 1:30PM EST

Executives:

Elena Charles, Vice President, Investor Relations

Arthur Weinbach, Chairman and Chief Executive Officer

Gary Butler, President and Chief Operating Officer

Analysts:

Greg Gould, Goldman Sachs

Pat Burton, Citigroup

Rod Bourgeois, Sanford Bernstein

Gary Bisbee, Lehman Brothers

Tien-tsin Huang, JP Morgan

TC Robillard, Banc of America Securities

Greg Smith, Merrill Lynch

Adam Frisch, UBS Warburg

Cindy Shaw, Moors & Cabot

David Grossman, Thomas Weisel Partners

Jeremy Davis, Credit Suisse First Boston

Mark Marcon, Robert W Baird

Lloyd Zeitman, Bernstein Investment Research

Brandt Sakakeeny, Deutsche Bank

Charles Murphy(?), Morgan Stanley

Craig Peckham, Jeffries & Co

Presentation

Operator

Good afternoon, my name is Jennifer and I will be your conference operator. At this time, I would like to welcome everyone to the Automatic Data Processing Incorporated Q3 2006 earnings conference call. Operator instructions. I will now turn the conference over to Ms. Elena Charles, Vice President of Investor Relations. Please go ahead.

Elena Charles, Vice President, Investor Relations

Good afternoon. I'm Elena Charles, ADP's Vice President of Investor Relations. I have spoken with many of you for some time now, but for those of you who don't know me, I have been in this role for about three years. I'm stepping in for Karen on this call, since as you know Karen will be leaving ADP very soon.

As usual, Art Weinbach, our Chairman and CEO, and Gary Butler, our President and Chief Operating Officer, are here today and we are all happy to take your questions. We issued our earnings release for the quarter earlier today. We posted strong results, with 10% revenue growth and 24% growth in EPS from continuing operations. We are confirming our full year guidance for 10% revenue growth, and EPS from continuing operations of $1.83-1.86, which is 24-26% growth. As a reminder, Claims Services as well as our Brokerage Services' financial print business that we divested earlier this year, as well as the related stock compensation expense for these businesses, were reclassified as discontinued operations. The revenues and pretax earnings from both these businesses are not included in the continuing operations in the current and prior year periods.

All reported prior periods reflect these discontinued operations, and we have provided the reclassified numbers on our website. As you know, ADP was required to expense stock compensation expense beginning this fiscal year. The impact of stock compensation expense is shown in 'other', this fiscal year, and not in each of the SVU(?) results. You'll recall in the press release that the $4.6 million decline in the quarter from stock comp expense is shown in 'other'. I hope these comments as far as Claims and the Brokerage divestiture as well as our stock comp expense gives you a little more clarification. Now, Art will share his opening comments with you.

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Arthur Weinbach, Chairman and Chief Executive Officer

Thanks, Elena, and welcome to everyone here who's joining us on the call. It seems to me that ADP's results have been so easy to understand in the past that maybe there's confusion in the current results because, as Elena was saying, we have discontinued operations, we have the sale of Claims Services, we have the restatements for stock-based compensation and it's all hitting at the same time. For ADP that's very unusual, because usually our financials are so straightforward and so clean. But if you step back, I mean, the reality is we had a really good quarter. We beat our expectations and even with the inclusion of the $10 million repatriation expense, and that amounts to, I guess, $0.016-0.017 per share - even with that inclusion of the $10 million repatriation we remain confident in being toward the high end of our 24-26% EPS growth forecast.

We're going to go into some of the other numbers later, but I mean, you can really see particular strength in Employer Services. Our revenue growth is strong, the growth in the number of pays, the number we had in the release was 2.7%, is really the strongest that it's been in five years. Our client retention was again at a record level for both the quarter and the year to date. You may recall that a quarter ago, people had some concerns whether or not we hadn't improved in the quarter, but we had a very strong quarter, so even on a YTD basis, we're again at record levels. Our sales growth in Employer Services was slightly behind where we thought we would be, but we are still quite confident in our full year 10% growth forecast. I'm sure Gary, as we get into the Q&A, will have more comments on that.

We're also well on our way to a 100bps margin improvement this year in Employer Services. We got 90bps through March, and we're doing this again while we're incurring significant expenses from the expansion of our sales and implementation staff. Again I'm sure Gary will have opportunity to comment more about this as we go through it. If I could take you to one area during the quarter to me that was disappointing, were our brokerage margins. While they were disappointing, I think the results are pretty clear and pretty easy to understand. Even though they declined a lot, even though our margin declined a lot during this quarter, we're still forecasting a 40bps improvement for the year, although it is down from where we were earlier in the year.

Our question ought to be what happened next, triggering this large drop in margin. First, you have to understand that even though the margin number looks big, we're really talking about $10-12 million, so we're not talking about a giant number in the ADP world. The largest reason was the change in the mix of mailings. At the lower weight and fewer mutual fund mailings, as well as changes in the methodology of mailing between in among first class, bulk mail and priority mail. But that change in the mix was the single biggest issue. Next was implementation costs that we had on getting some new business up, and all those costs were included, and that's where we had a pretty good problem, because in a recurring revenue business we'll get the revenues from that implementation over the future. And we had a number of small items, including things like the cost research and the notice equals access, the SEC proposal in that area where we engaged and did a fair amount of research in it.

But anyway, none of this - you put these things together, and none of it really causes concerns about our forecast. So overall, things feel very good, and I remain quite optimistic about where we are and where we're heading. Before I turn it back, I think Gary also wanted to add a comment before we start.

Gary Butler, President and Chief Operating Officer

Thanks, Art. I just wanted to let you folks know about an announcement that we'll be making coming out this Tuesday, about a new service that we will be publishing, called the ADP National Employment Report. This Employment Report is being developed in a partnership with Macroeconomic Advisors, a leading economic consulting firm. Basically, this report takes advantage of ADP's rich data set around employment in the United States. You may recall that we pay one out of six people in the United States, we represent about 25 million active pay checks, with some 500,000 clients or thereabouts. Plus this employment gauge is relevant for both small business, middle sized business, all the way up to very large companies. And we have a statistically valid sampling across all industry codes. This data is also being mined in an aggregate sense, where all individual company or employee data is completely anonymous.

The real interesting thing here is that the methodology that we'll be using to analyze this data is very similar to the BLS data that is released every Friday after the first of the month. The interesting thing about the ADP employment data is that it is real time data and will actually be released on Wednesdays, two days prior to the BLS results. It will also employ similar methodologies as I mentioned earlier, and will include the week of the 12th of each month, which is the timing around BLS. This will be private, industrial employment and will not be representative of either farm or government data. We have done a five year correlation of this data against the different statistics published by BLS and the correlation is actually quite remarkable. The data in the report will also be released as a public good. There will be no economic circumstances around it for ADP. But we think it's an excellent opportunity for ADP to share the best enriched data source that we have here regarding employment, and obviously it will be an excellent branding opportunity for ADP Employers Services. With that, I'll turn the call back over to the operator.

Elena Charles

OK, if I could just make a comment first. During today's conference call, we will discuss some forward-looking statements that involve some risks and some of these are discussed in our periodic filings with the SEC. Currently, we have about 95 people on the call, so we're ready to start the Q&A, and I'll turn it over now to the operator for your questions.

Questions and Answers

Operator

Operator instructions. Your first question comes from Greg Gould of Goldman Sachs.

Q - Greg Gould, Goldman Sachs

Thanks. Art and Gary, on the Brokerage portion and the lower operating pretax margin, do you have a little more color on how big the one-time items were in the quarter? And were others returned in the June quarter?

A - Arthur Weinbach

I think in total you're probably talking $4-5 million in one times, so you're not talking any kind of significant large number. Whether or not the others are weak, that really depends upon some of the elections that get made during Q4, in terms of the types of mailings that people will use. I think it was a little unusual this quarter, so we would anticipate that it would go back to what had been a more normal trend. There are also some cut off issues. But remember, our big mailing period, especially for annual report on the beneficial side, occurs in the April-May-June period. So it's by far the largest period during the year. I don't think you can automatically trace some of these items exactly, because there are different dynamics going on in the market.

Q - Greg Gould, Goldman Sachs

OK, and then just one other question. You reiterated the target for new sales in Employer Services of 10% growth this year. To do that, it looks like you probably need to have around 16% YoverY growth in new sales in Q4. How confident are you in that? Because it looks like a tough compare. New sales were up I think 15% in the June quarter a year ago.

A - Gary Butler

Greg, it's Gary. We're still pretty confident. Obviously we had a lot of conversations about that subject before this call and we are very confident still that we will hit the 10% number.

A - Arthur Weinbach

Yes. I think we're strong internationally. We had a very good quarter internationally and we have some good pent up momentum within the international world. The head of our Employer Services sales told me we're going to make it, so I absolutely believe that.

Q - Greg Gould, Goldman Sachs

What's driven the international sales, because that's been a tough market for you guys before. What's turned around?

A - Gary Butler

Two things, Greg. As you may recall, some of the earlier calls that we had, we indicated to you that we had an extremely strong quarter last Q4 internationally and consequently got off to a slow start in Q1 of this year. We were also behind in our manpower count overall, but particularly in international. The thing that I find most encouraging is the ramp up in our global view sales. We had great activity in Q3 and the prospective business for Q4 as it relates to global view sales is quite robust.

Greg Gould, Goldman Sachs

OK. Thank you.

Operator

Your next question comes from Pat Burton with Citigroup.

Q - Pat Burton, Citigroup

Hi. Congratulations on the quarter. In the Employer Services unit, Art, could you go through the factors that are driving the substantial operating margin expansion? And then on the corporate basis, could you talk about interest and flow? Thanks.

A - Arthur Weinbach

The margin enhancement in Employer Services is really not atypical. When you look at our performance in a good market period when we're getting good revenue growth, the scale opportunities are the primary items that help us drive that growth. So I wouldn’t point to any unusual thing. Now we have to overcome some things, like as our PEO business is growing as fast as it is we have more pass throughs, which creates a lower margin in that business, but even with that, it's really a function of, on the incremental revenue, the pass through margin is very high on many of the products once they get to scale.

A - Gary Butler

One other thing that you may not think about, Pat - it's Gary - is the fact that when we have strong pay growth on a same-store sales kind of basis, we typically don't plan all of that pay growth. So as a result we keep our expenses in line at a level below what we're actually experiencing. So the incremental margin on that incremental pay growth is quite high.

Q - Pat Burton, Citigroup

Thank you. And at the corporate level, the pick up in flow dollars and yield, are there any changes in your assumptions moving forward there? Thanks.

A - Arthur Weinbach

I think the numbers are very similar in terms of where we're going. We talk about the client balance numbers in terms of our tax file, and we're still looking for double digit growth overall in terms of that number. It's down a little bit from where it was, because actually some of the SUI rates impacted us a little bit in Q1 and it reduced the growth in the balances. So that's kind of the thing as unemployment gets better within this country and it states adjust, so it has an impact. But other than that, we're feeling very, very positive about the growth that we're seeing in balances. And our interest rate yield obviously is continuing to inch its way up. I think we're looking at 4% as our average yield for the year at this point. Is that right, Elena?

A - Elena Charles

Yes.

Pat Burton, Citigroup

Thank you.

Operator

Your next question comes from Rod Bourgeois of Bernstein.

Q - Rod Bourgeois, Sanford Bernstein

Yes, Rod Bourgeois here. The margin forecast for FY06 in both the Brokerage and the Dealer units are materially below sort of where we started the year from a guidance perspective. It looks like that's mostly because of one-time costs, kind of an odd mix shift in the Brokerage unit, and then some acquisition integration related expenses. Would you expect some of those impacts to be recovered in FY07 which hopefully would give us some confidence in the FY07 margin outlook?

A - Gary Butler

Rod, Gary Butler. The Brokerage thing, I think, Art pretty well spoke to it. The $10 million that caused the 2.6% margin decline in Q3 really translates into the FY assumption of about $10 million difference in margin assumption in what we started off the year at. Those two numbers line up pretty much the same, and Art spoke to the one time effects of that versus some of the mix shift already. So again we can't predetermine mix shift for next year, but certainly going forward we wouldn't expect to have the one-time events in our normal kind of forecast. As it relates to Dealer, literally the whole decline is based on integration cost for our carriage acquisition, that I think we actually announced back in December. Part of that was for the fact that when we did do the integration, we had some severance on both sides of the acquired company as well as us. When you are the acquirer but you reduce expense on your side, you have to take all that expense in a period of expense. So all the severance that we took with ADP Associates all had to be recorded in the quarter, which is why we had to get there. So all of that is one-time and should be out of the equation going forward with the obvious issues around intangible expense, which would be normal for an acquisition.

Q - Rod Bourgeois, Sanford Bernstein

And Gary, just real quick, in terms of how you're going to use your cash - you now have tons of cash - and also the acquisition strategy, can you just give an update on plans? You've mentioned a plan to do a larger than normal acquisition. Can you give us any idea on what the timing could be and how large of a deal you'd consider doing? In the meantime, are you going to aggressively use the cash for buybacks etc?

A - Gary Butler

Rod, in our previous conversations, we had talked about having a relatively strong appetite to do acquisitions across ADP, but particularly in Employer Services. It's literally impossible for us to say when that will happen, or how big it will be, or whether it's this year or next year or whatever the case may be. But as I've also shared with a number of people, even though we have an appetite to do larger Employer Services acquisitions, we don't have a particularly strong appetite to do larger acquisitions that have multi-year dilution. So most of those would be tucked in or similar kinds of businesses where after a reasonable period of time we could get redundant expense out of the way. In terms of the cash, we are at this point close to $2.7 billion in cash across ADP. We have picked up the pace in terms of share buybacks. As we put out on the release today, we'll continue to pick up the pace as we exist this fiscal year.

Q - Rod Bourgeois, Sanford Bernstein

I'm assuming when you say tucked in acquisition, that would rule out buying a major competitor, or you know, a company $3 billion+ in revenue run rate?

A - Gary Butler

I don't think it would be appropriate for me to get to that level of specificity, but just as we acquired ProBusiness back in 2002, and integrated it in 2003, it was certainly what I would characterize as a tuck in acquisition and one where we could get to a very profitable state within the current fiscal year, or within at least the current 12 months.

Q - Rod Bourgeois, Sanford Bernstein

And that's played out successfully, in your view, Gary?

A - Gary Butler

I wish I had one every year.

Rod Bourgeois, Sanford Bernstein

Got it. Thank you very much.

Operator

Your next question comes from Gary Bisbee of Lehman Brothers.

Q - Gary Bisbee, Lehman Brothers

Yes, hi. Following up on that last question, in terms of the buyback, you said a couple of times you'd like to accelerate the buybacks. Just looking back at the last 3-4 years, you've repurchased between 2-5.5 million shares each quarter over that time. Can you give us any sense as to, either in number of shares or in dollar amount, what you're likely to you, you know, particularly if the stock stays around this level?

A - Arthur Weinbach

I think, clearly the track that we've been on is there for a while. I think one of the things that you'll see when the 10-Q comes out shortly, and we look at the purchases over the last quarter by month, you'll see that in the month of March we acquired over 3 million shares which is probably the largest that we've had at any point in time. As Gary mentioned, we had about $2 billion of cash at the end of the year, we've added about $700 million+ as part of the Claims divestiture and the reason that we've talked about accelerating the repurchase of Treasury shares is because we do have excess cash at this point in time. So I think it would be prudent for you to assume that we would continue, as Gary said, a continued program of repurchasing our shares at an accelerated rate or a larger rate than we had in the past, and beyond that I really don't want to get specific.

Q - Gary Bisbee, Lehman Brothers

OK. Thanks. The next question, you gave some guidance in terms of the YoverY - the pretax margin extension you expect by line item. It seems to me, unless I'm looking at the wrong numbers for last year, that in both Employer Services and Broker that would mean that you need a pretty substantial - like 200bps+ - YoverY increase in the June quarter. Is that correct? Where does the confidence come from around those numbers?

A - Arthur Weinbach

I actually haven't looked at it broken down by the quarter. But we go through a reasonably sophisticated reforecasting each month and year, and our outlook as we near - because of the recurring revenue nature and the expense controls that we have - as we get within the last few months of the year, the confidence levels that we have in our numbers are very high. So I can't directly answer the question for you, other than to tell you that confidence that says that there's accuracy in what we're saying is very, very high.

A - Gary Butler

The other thing is, in the Brokerage business, in late March but particularly in April and May, our very high volumes in our investor communications, because that's when all of the annual meetings are run for calendar year end companies, so we do see a fairly significant expansion of revenue during that period of time and the incremental margins that occurred during that part in time are also better than the previous period, the nine months that we're talking about. So although (inaudible) we haven't dotted the I's and crossed the T's on that question, my guess is that we're pretty close to being right.

A - Elena Charles

Yes. If I could just add to that, as Gary said, really if you do look at the quarters the way we've got them laid out on the website, with the Brokerage margin, you see where that investor communications that Gary was talking about, the annual meetings and proxies, the scale really kicked in there and that is the highest margin quarter for Brokerage.

Q - Gary Bisbee, Lehman Brothers

I guess I was thinking about YoverY change versus that same Q4 last year. Let me as it a different way: it sounded like one of the things in the press release for the revenues released in Brokerage made it sound like some of the revenue that you would have historically gotten in March may have slipped out into the June quarter on the mailings. Was I reading that correctly? And if so, maybe that's the reason you'd expect?

A - Arthur Weinbach

That's correct. You have read that correctly. But this is cut off issues, these are seasonal cut off issues and it could go either way in any given year. It happened to go that way this year, where there was less in March and more in April. And that's a piece of it. But also again, increased scale will increase margin and we are continuing to grow in that business.

Q - Gary Bisbee, Lehman Brothers

OK. Just one quick follow up, you haven't really talked about any plans in terms of replacing Karen. Are you doing an external search, or are you likely to consider one of the two internal candidates you've talked about? Any color there?

A - Arthur Weinbach

We have started an external search and we are communicating with external people who we will evaluate along with the internal candidates prior to the time that we finalize a decision.

Gary Bisbee, Lehman Brothers

Great, thanks a lot.

Operator

Your next question comes from Tien-tsin Huang of JP Morgan.

Q - Tien-tsin Huang, JP Morgan

Hi, thanks. Where exactly did the softness come from in ES sales this quarter?

A - Gary Butler

The U.S. business for the quarter was up in the 8% range for the quarter, whereas our international business was very strong double digit growth for Q3, which gave us a blended average between the two or around 10%.

Q - Tien-tsin Huang, JP Morgan

Right, but it sounded like ES sales came in a little bit softer than expected, so for something could we get a little bit more color maybe on the domestic side, where the softness may have come from?

A - Gary Butler

Well, we had very strong sales in our National Accounts business, our SDS(?) sales were good, I mentioned internationally our major account sales were not as robust as we would like to have seen them.

Q - Tien-tsin Huang, JP Morgan

OK. Then maybe if you could also comment on maybe the demand environment for comprehensive (out trial?) outsourcing? We saw the recent win with Sanovis(?), was that a competitive win? And if so, what were the factors that drove the victory there?

A - Gary Butler

I'm not familiar with the individual particulars on that particular account, but most of those kinds of deals are highly competitive, so if we won it I'm sure somebody else was at the table. We still are quite excited about our opportunities in comprehensive outsourcing, which is our high-end HR BPO offering. That will be exiting this year at a $100 million kind of run rate. We have a strong backlog of perspective business and continue to be quite pleased with the business.

A - Elena Charles

Yes, and I just want to clarify just one thing, Gary's correct with the $100 million, but some of that is backlog so you're not going the $100 million in our revenue starting July 1st.

Q - Tien-tsin Huang, JP Morgan

And is the margin profile for the existing business tracking to plan? Within comprehensive outsourcing?

A - Gary Butler

Yes. There's quite a bit of infrastructure that needs to be built out there in terms of the support mechanism, but the actual core products underneath, whether it's payroll or HR benefits, are scale products that we're already using. We are, I think, slightly losing money in that business to start with. I don't remember the exact amount, but we're still very confident that we'll scale through that as we move into the subsequent years.

A - Arthur Weinbach

We're in startup loss mode, which is natural as we go into a new activity like this, and also because our sales costs have become relatively high relative to the profitability because of the potential pace of growth. The sales as a percentage of revenues becomes higher in this business, we have to grow over the new business expenses also. So this is part of - with any new product that we have or any new area of a normal startup, so I think our comfort level in terms of where we're going is quite high.

Q - Tien-tsin Huang, JP Morgan

What's the kind of run rate in the losses today?

A - Arthur Weinbach

I don't remember the number either. I think it's certainly under $20 million so it's probably somewhere less than that.

Tien-tsin Huang, JP Morgan

Thank you.

Operator

Your next question comes from TC Robillard of Banc of America Securities.

Q - TC Robillard, Banc of America Securities

Thank you. A quick question for you on the funds held for clients. Just given the commentary you made about the strong new sales growth, the strong phase for control and the strong revenue growth, I was surprised to see that the overall balance there was not up on a year on year basis relative to what it's been over the last couple of quarters. Could you kind of comment on that please?

A - Gary Butler

Are you talking about the amount that shows up on the balance sheet?

Q - TC Robillard, Banc of America Securities

Yes, exactly. I think it was like a little over $16 billion, the average balance on funds for clients.

A - Elena Charles

I'm sorry, are you looking at the average or the point in time balance?

Q - TC Robillard, Banc of America Securities

Looking at the average, because if you lifted it up about 10% year on year, whereas the last few quarters it's been running 11-13% year on year increases and you obviously had some strong metrics around Employer Services. I was just wondering why there's a little disconnect there.

A - Arthur Weinbach

That really ties to the comment I made earlier about the state unemployment rates coming down a little bit, and therefore the amount of withholdings that we get and the amount we end up remitting is lower. And while you're dealing with breakage in terms of the percentage, it's enough to swing it by the type of change that you're talking about. Other than that, in all the underlying dynamics of it, including the confidence that you would have in the continuity of the growth, they're all there.

Q - TC Robillard, Banc of America Securities

So, was this something that started in the March quarter? In terms of the state unemployment rates? So is that something that we should expect to have a kind of tough comparable year on year for the next couple of quarters?

A - Arthur Weinbach

Yes. On that particular issue, the new rates become effective January 1st, so the first quarter that gets affected is the January-February-March quarter, and it'll play out over the next few quarters. But it's not that large. That's what I'm telling you, it's breakage in here, but enough to cause the difference between 10% and 11%, but that's what the impact is.

Q - TC Robillard, Banc of America Securities

OK. That's very helpful. Thanks. Just one additional question on the COS business, the startup costs and the ramp up on the infrastructure side - is that considered opex or capex for you guys?

A - Gary Butler

Opex, mostly.

A - Arthur Weinbach

Yes. Everything that I was talking about in those numbers before which Gary has blinked at me and said I was a little high in terms of what that number was, all of that is operating expenses. I wasn't talking about capital at all.

A - Gary Butler

Basically, when you convert someone over and you take over their payroll department, you have to hire all the people and then take all the calls from the employees etc. You have to train them, there's overlap periods in that process and it could take 6-9 months to get the installation up and running. So just getting the operating expense in place and the facilities and everything else that goes with that, just takes a certain amount of time. When you're growing fairly quickly like we are here, it just takes the revenue a while to catch up and go over the expense level.

Q - TC Robillard, Banc of America Securities

On top of these operating expenses, are there significant capital expenses that go along with it?

A - Gary Butler

No more than our normal kind of business as usual. There's nothing extraordinary there, other than when you hire people you have to give them PCs and a place to sit. But other than that, there aren't many capital expenses.

TC Robillard, Banc of America Securities

OK. Great. Thanks so much.

Operator

Your next question comes from Greg Smith of Merrill Lynch.

Q - Greg Smith, Merrill Lynch

Hi, good afternoon. Just in the Brokerage business, a little surprised that the retail Brokerage activity hasn't been better. You're still facing a lot of pricing pressure from the shift to institutional trades, but why aren't we seeing a little better activity on the retail side?

A - Arthur Weinbach

I wish I could answer that question. There's nothing that would make us happier than seeing the retail percentage tick up. But the reality is that it hasn't. I think our overall retail mix has been relatively constant for the last few quarters at this point in time. So the institutional volume is going up and we had an increase of about 17% in our total volume with the retail percentage staying relatively the same. So you realize that it's all institutional volume that's really kicking the number up. I'd love to see more retail activity but it's something that we are recipients of, we can't really make it happen.

Q - Greg Smith, Merrill Lynch

Yes, OK. And then, what's the outlook for acquisitions in the securities clearing business? I think you wanted to do some consolidation there but we really haven't seen much. How's the pipeline looking?

A - Gary Butler

We have a number of medium to small kinds of opportunities, both here as well as in the UK, and we continue to pursue them and would hopefully expect to get one or two small ones over the course of the next year.

Q - Greg Smith, Merrill Lynch

OK. And one last question, you know we've seen a real nice up tick in (pace for patrol?). I think before you highlighted that being a little more focused in the smaller end. Are you seeing a broadening at this point?

A - Elena Charles

The pace increase is actually across all of our market segments. Typically though where you do see the employment trends up first, and it's been consistent since we first saw this pop up several quarters ago, is in the small business services. And that continues to be where the highest growth is. National Accounts, though, is continuing to improve, so we do see improvement there as well as of course in the bid market.

Greg Smith, Merrill Lynch

OK. Thank you.

Operator

Your next question comes from Adam Frisch with UBS.

Q - Adam Frisch, UBS Warburg

Thanks. Good afternoon. Art and Gary, there seems to be a disconnect between what's going on in the fundamentals of your business, specifically in Employer Services, not only the execution at ADP but also the secular trends, and what's going on with your current stock price. I'm just noticing questions on the call here and conversations that I'm having with buy-siders, rather than focusing on the strength of the model and the trends, we're focusing on little details like why were sales 8% instead of 9%, or were one time events in Brokerage $4 million versus $5 million. I think the focus on those little details are an out growth of some frustration about the stock performance. So my question to you is, are you seeing this frustration from your shareholders? And does this intensify your consideration of doing certain things to augment shareholder value, like leveraging the balance sheet, increasing share repurchases, divesting certain segments and the like?

A - Arthur Weinbach

I wouldn't say that we're experiencing significant pressure from our shareholders. We have received input along some of the lines that you're talking about and so we've heard - but I'm not saying that we're feeling significant pressure. I think we also have looked at the performance I think over the last seven quarters. Certainly, once we really rebounded from the slower period that we had, our performance, we're feeling very good about it. We have momentum, we're moving in the right direction and if anything I think we're all disappointed in terms of the stock price. The place I worry the most about it really is retention issues on some of our key employees and some of our associates, because we do use stock as an important part of our overall compensation program. So I would say that we are very focused on improving the share price, both for the internal reasons, for associates, and because we think good performance should drive it over time. So we will consider alternatives and we will look at alternatives, but basically I feel that the key - the principle key - to our doing well is continuing to perform and perform well, which I believe we're doing.

Q - Adam Frisch, UBS Warburg

It just doesn't seem like even the Dealers are doing well with growth or Brokerage is having a little bit of a hiccup but it's still in the quarter and it's still expanding margins by 40% or whatever. It just doesn't seem like you're getting paid for that kind of - like the street doesn't really care as much for those types of achievements, and maybe they're important to you but they don't seem as important to the street. So how would you respond to that?

A - Arthur Weinbach

Well, I'd say we certainly want to be cognizant of the things that are important to drive shareholder value. To the extent that we need to do things necessary to do that, I think that will be our focus. I would also repeat what I said before, which is that I think good performance has got to be the prime ingredient that drives results over time.

Adam Frisch, UBS Warburg

OK, guys, look forward to seeing you next week at your office. Thanks.

Operator

Your next question comes from Cindy Shaw of Moors & Cabot.

Q - Cindy Shaw, Moors & Cabot

Thanks, a couple of questions. First if you could update us on both the Microsoft and the SAP relationships, and also if you could update us - you said you were doing some testing on a financial and accounting outsourcing, if you could give us an update there?

A - Gary Butler

I'll go to the Microsoft one first. As we discussed with you in March and I guess also in late January, we continue to be somewhat disappointed in the levels of say new sales on Microsoft with their small business accounting and the translation of that into ADP payroll sales. Again, it's early in our relationship there, we're still getting excellent reviews from the clients that we do have signed up, but I would be remiss if I didn't say that we are disappointed or somewhat had hoped to be at higher levels in terms of new signups in the Microsoft level.

Q - Cindy Shaw, Moors & Cabot

Is there anything to make you think that the pace of signups might change and cease to disappoint you on that one?

A - Gary Butler

I can't speak for Microsoft, and Microsoft is really the gatekeeper here in terms of how much money they spend marketing small business accounting, because the number of new payroll sales, whether it's do it yourself or full service outsourcing, is still driven by the number of people who sign up for the small business accounting. I know Microsoft is spending a lot of time and doing a marketing campaign, working with the OEMs such as Dell and others to increase the rate, but at the end of the day we're pretty much gated by their success in the market. In terms of the SAP relationship, I think as evidenced by my earlier comments around our global view sales, we're very enthusiastic about the global view opportunity. We've had very strong sales results in Q3. We have a very strong pipeline and are optimistic about the results for Q4. We will have over 30 countries built out by the end of this fiscal year and we'll be adding another 10 countries in FY07. We will also be featured at the SAP Sapphire events, which are their large client events in Europe and in the U.S. over the next 60 days. We couldn't be any more thrilled with the relationship with SAP. In terms of the F&A outsourcing, I think you may have been referring to our accounts payable tests that we were running with an alliance partner, and it's very early stages and really too early to say one way or the other. But we're continuing on the course of the pilot.

Cindy Shaw, Moors & Cabot

Great. Thank you.

Operator

Your next question comes from David Grossman of Thomas Weisel Partners.

Q - David Grossman, Thomas Weisel Partners

Hi, thanks. You know, Art, I'm looking at the Brokerage numbers and if I'm understanding them right it looks as though the Brokerage processing business grew 4% in the quarter. That business as I recall has been experiencing negative comparisons for quite some time. I guess the first thing is A, am I understanding that correctly, and if those are the right numbers, is there something more fundamental happening there where you're seeing that business, which I know has a lot of fixed costs associated with it, getting better?

A - Arthur Weinbach

First, you're reading it exactly right. We had actually a 17% growth in primarily institutional trades but in trades overall, but we also had a 13% decline in our revenue portrayed, which again is a function of that mix and the fact that the large institutions are doing most of the trades. It is better performance than we've had for a while and we're feeling very good about it. It would be interesting that, while we talked about the margin comments before, we actually improved our margins in the back office during this period. The concept that you have that you're expressing about the positive margin that we can get in a relatively fixed cost business is playing out as we pick up the incremental margin. So I think, going back to an earlier question about retail trades, and we'd love to see more retail activity, we get paid more per trade on a retail trade than we do on an institutional trade - and we do more work, obviously - but we'll have to see the way it plays out. That business, as it does grow, does have good opportunity for margin improvement.

Q - David Grossman, Thomas Weisel Partners

Is the pricing strictly driven right now by tiering, or is pricing actually going down?

A - Arthur Weinbach

The primary issue is tiering. So it's the larger clients creating more and more volume. There are some renewals, but mostly it really would have been very long-term contracts that are renewed at slightly lower rates than before. But that's a lesser item than is the item of the tiering.

A - Elena Charles

And the good news on the ones that have been renewing, even though they are at these slightly lower rates, they're renewing for longer periods of time.

A - Arthur Weinbach

And we have actually no major renewals that we're looking at anywhere over the next - I'm going to say year, but that's a figure of speech as opposed to an accurate period, but there's nothing that's really imminent in terms of significant renewals.

Q - David Grossman, Thomas Weisel Partners

Is there any prospect for the negative impact of tiering to start flattening out as some of these accounts get really large, or is it somewhat infinite in terms of the pricing that continues to go down as they continue to increase volume?

A - Arthur Weinbach

The average price will continue to go down as they increase volume, because the price for the incremental trade is always lower.

A - Gary Butler

Equal to or lower.

A - Arthur Weinbach

Equal to or lower, yes. If the number of trades drops, the average rate would go up. But as long as they keep adding, since the first trades are in effect at a higher price, the average price will come down.

A - Gary Butler

In most of our larger accounts, they are already at the lowest level tier, so they're not big incremental future drops, but new trades at this point are at the lowest point on the tier.

Q - David Grossman, Thomas Weisel Partners

I see. And one just other question, just more broadly about the margin profile. It seems that the year to year improvement in margins when you back out just the impact of rates you know was fairly robust in the first half of the year and has slowed a little bit in terms of year to year improvements in the March quarter. I suspect some of that is because of comparisons and non-recurring charges in the prior years. Can you give us a better sense of how to think about margin enhancement over the next several quarters? Based on the current profile of the business?

A - Arthur Weinbach

I don't think that the margin profile is - and then again I'm trying to exclude interest from these comments - I don't think the margin profile is changing in any dramatic way. So I think that you would anticipate, as we always have, that incremental volume gives us incremental growth. And incremental growth in margin. We have elected, and will continue to elect, to introduce new products, to do some startup things, part of the things like we were talking about on the comprehensive outsourcing services, on things like Microsoft, things like the startup on SAP, we will choose to spend some of that incremental margin in terms of those investments. Until we put together our operating plans and we really finalize the allocation, it's hard for us to tell you exactly where that will come out. But normal course of business, you can expect consistent margin improvements from our business.

David Grossman, Thomas Weisel Partners

OK, great. Thank you.

Operator

Your next question comes from Jeremy Davis of Credit Suisse.

Q - Jeremy Davis, Credit Suisse First Boston

Hi guys, it's Jeremy and Greg. I just wanted to clarify, on the implementation costs that you referenced, that that was for new clients that are being signed up and kind of within the scope of the typical upfront loss before you hit better profitability later, rather than charges for existing clients that were unanticipated?

A - Arthur Weinbach

It's exactly what you said. It's exactly what you said and I was referencing a new client that came in and implementation costs associated with getting that client up and running.

Q - Jeremy Davis, Credit Suisse First Boston

OK, perfect. Then, you referenced record high retention in the U.S., but I was wondering how retention was trending in some of your international markets, and how far behind the U.S. it might lag? And if it can get to near-U.S. levels at some point in the future?

A - Gary Butler

Actually, in the Employer Services business, in Europe, which is our primary international location, or in Canada, the retention rates are actually better than in the United States, and particularly strong in Europe. You should know that retention rates as a general statement are higher with larger accounts and lower with smaller accounts. Europe has much more of a weighted skewing toward larger accounts than our U.S. business, so therefore almost by definition it will be higher retention, but even there, National Accounts business has higher retention than the U.S. National Accounts business.

Q - Jeremy Davis, Credit Suisse First Boston

OK. That's good. Then last question, with Claims now gone from that 'other' category, can you review with us what other smaller businesses are left in there aside from the reconciling items, and how we should think about that seasonality in terms of the revenue and profitability going forward? Or if it's going to be more random from quarter to quarter?

A - Gary Butler

There aren't a lot of businesses left. I mean, claims was the only one really of size. We have a couple of very small operations that are included, but I think the biggest things driving it is probably the offset for the 4.5% interest that we have in Employer Services. Just to refresh everyone on what that means, in order to have the management of our Employer Services business not focus on the changes in interest rates which let our Treasury department focus on, we charge a standardized 4.5% to the business. So you get, when you look at them, period to period interest rates don't affect what's happening. As interest rates vary, the difference between whatever the real interest rate was - I referenced 4% as an average rate for this year - so the difference between 4-4.5% goes into 'other'. And that's probably the biggest item driving 'other' I think at this point.

A - Elena Charles

It is. And the other thing in there is the stock comp expense, which as you know is coming down year to year, but that's also in 'other' and not in the businesses. The 'other' category also holds right now a net loss on the sale of our securities. Also the net corporate interest income, that's also a part of the 'other' category as well.

Jeremy Davis, Credit Suisse First Boston

OK. Thank you very much.

Operator

Your next question comes from Mark Marcon of Robert W Baird

Q - Mark Marcon, Robert W Baird

Good afternoon. I was wondering, with regard to Employer Services, it looks to me like 40bps margin improvement there. I'm assuming that part of the reason why the margin improvement was a little bit less than what it has been throughout the balance of the year is due to a ramp up in terms of sales and then maybe also a boost in terms of commissions with the selling season. Is that correct, and how should we think about that going forward?

A - Gary Butler

I'm not following your margin improvement comment?

A - Arthur Weinbach

We're up 40bps in the quarter, we're up 90bps for the year.

Q - Mark Marcon, Robert W Baird

Right - 40bps YoverY.

A - Elena Charles

I think mainly, the 40bps, you're asking why is that a lower increase than you might have expected?

Q - Mark Marcon, Robert W Baird

I'm assuming that's because of a ramp up in terms of…

A - Elena Charles

It's the people. It's the people, we spoke about as you recall probably at the end of our quarter last year, when we were on the phone, talking about ramping up the sales implementation stats, so that's really what's driving that.

Q - Mark Marcon, Robert W Baird

And how much of that was due to commissions being up as well? Did that have much of an impact?

A - Gary Butler

The commission expense, since our sales results are running very close to our plan or slightly under our plan, those commission rates would have been budgeted and planned and reflected in the earlier comments we would have given you around margin. What would be driving it is where we are advance hiring sales and implementation resource as we get ready for 2007 as opposed to what was planned in 2006.

Q - Mark Marcon, Robert W Baird

OK. Then with regards to the Brokerage market, not to beat a dead horse, but just in terms of the weighting of some of the mailings - is there any reason to believe it should change going back to what's normal? Was there anything that was unusual that would change the weightings?

A - Arthur Weinbach

Most of the unusual items occurred in the mutual fund mailing arena and so that is more volatile than the so-called normal equity annual report distribution, which is what makes up the bulk of the April-May period, because that's when the annual meeting is taking place, the mutual fund annual meetings. The mailings aren't necessarily tied to annual meetings, they're tied to other things, so that's really what the difference is.

Q - Mark Marcon, Robert W Baird

On major accounts, the new sales you indicated were a little bit lower there. Any particular reason driving that, and can you give us an update in terms of the competitive environment and what you're seeing from pricing?

A - Gary Butler

We're seeing really no difference in the competitive scene or really no difference in price pressures from any of the competition. The issue with major accounts deals primarily from the fact that we were behind on headcount in terms of hiring significantly in terms of the first half of this fiscal year. We have just caught up in terms of the hiring levels that we had planned for the year. By definition, newer people sell less and so when you take off six months worth of tenure, you get a lower result. There are always occasional execution issues using different spots or points in time, but it's primarily a headcount issue.

A - Elena Charles

And just so you know, to be sure, majors did have growth in sales. It just wasn't as high. So there was still growth YoverY.

Q - Mark Marcon, Robert W Baird

Great. And the price increase, YoverY? What are you generally seeing?

A - Gary Butler

We generally plan 1.5-2% is the way to think about it. It varies by size of client and business, but that's good general rule of thumb.

Mark Marcon, Robert W Baird

Terrific. Thank you.

Operator

The next question comes from Bryan Keane of Prudential.

Q - Bryan Keane, Prudential

Hi, good afternoon. Gary, I just wanted to clarify. I guess, the way I was thinking about it, if you're going to pull forward some of the sales costs in Employer Services, then I guess naturally when we think that going into the next couple of quarters that the margins would expand, because you've already pulled forward those costs?

A - Gary Butler

Well we actually were behind plan, as you may recall, in the first part of this fiscal year. Then we started releasing for hiring for 2007, caught in the November-December timeframe, and we will not include all of that hiring until the May-June kind of timeframe. So if anything, we're pulling more expense into this year, but it should enable us to get off to a faster start in sales as we enter 2007.

A - Arthur Weinbach

The ultimate issue is what Gary was referring to earlier, which is the ability of the new people to ramp up in productivity. We have significant experience which pretty much says that, given the amount of time someone is here, we can set expectations for productivity. But it plays out over a period of months.

Q - Bryan Keane, Prudential

But just to clarify, those costs associated with the extra sales people are in this fiscal year, and that's earlier than typical. Typically, you might start FY07 off with those costs being in Q1, but now they end up in FY06 numbers.

A - Elena Charles

But they're in the base, keep in mind, they're in the base. You know, and they will go forward into 2007.

Q - Bryan Keane, Prudential

Right. I guess the productivity goes up going forward into 2007.

A - Elena Charles

Exactly.

A - Gary Butler

We're starting the hiring, depending upon the business, three to six months sooner than we normally would have because we're having a good year and it's prudent to go ahead and hire those people today. We also had a little bit of an unusual circumstance this year in the sense that we were behind, which we're normally not, in the October timeframe, so we had to catch up, and at the same time we're doing some pull forward from 2007. So it's a little bit of a barbell effect, so to speak, but I think at the end of the day we're going to be in good shape as we go into 2007.

A - Arthur Weinbach

The reality is, and it goes back to the opening comments, we're strong enough that we can do this right now. It's because we're feeling very positive about our overall results.

A - Gary Butler

And still have the 100bps margin improvement.

Q - Bryan Keane, Prudential

That's helpful color. Gary, you also talked about, on the analyst day, accelerating the growth rate. I was trying to go back into my notes. Do you think that's a short term phenomenon or is that a long term phenomenon, especially I guess when we look at the Employer Services business?

A - Gary Butler

In any service business, and particularly in a business like Employer Services, where close to 90% of your revenue is recurring in nature, but even if you have a great sales year this year, it takes you 6-9 months to start that business in many cases. That's why we worked so hard at keeping the business, focusing on retention as well as escalating the rate of new sales. But it's very difficult in the service business, particularly one of this order of magnitude, to accelerate the recurring growth rate more than a point a year, kind of thing, as a way to think about it. If you could accelerate two points a year I think we'd all be delighted. But I think one point is kind of more in the realm of possibility.

Q - Bryan Keane, Prudential

OK. Then just a last question. I've had some discussions…

A - Gary Butler

That would be sans acquisitions by the way.

Q - Bryan Keane, Prudential

Right. I had some discussions with some investors, just talking about the AAA rated balance sheet. Is that essential to running a large payroll company, or you know, that's not necessarily the case.

A - Gary Butler

I don't think it's necessarily the case. At a minimum our other competitors here are not AAA rated. And they certainly manage to sell payroll. It certainly is a selling aid in terms of - particularly in the tax filing and money movement to have the confidence that your processor is a AAA-rated company. There is no credit risk with your funds. Certainly as you are aware, we do borrow over the course of any given quarter, to maintain the right maturity levels on our pretty good-sized portfolio. Certainly, borrowing, if you are a AAA company, for the amount that we do is certainly expeditious and more cost effective for us. We do move a lot of money around the country, both to taxing authorities as well as from companies. We may have intra-day deficits at any point in time in the billions of dollars with certain major banks, where we are not required to either put up deposits or pay any kind of a significant interest charge. But all that being said, it certainly helps us, but at the end of the day it's not essential.

Bryan Keane, Prudential

OK. Thanks a lot.

Operator

Your next question comes from Lloyd Zeitman with Bernstein.

Q - Lloyd Zeitman, Bernstein Investment Research

Hi, Art, Gary, Lloyd Zeitman of Bernstein. I've three items that I wanted to ask you about. Just a couple of housekeeping things first. The client funds portfolio, could you give us some specifics on the duration and the run off and current reinvestment rate?

A - Arthur Weinbach

The duration is around 2.2 years, so I think it's relatively consistent with where it's been for the last couple of quarters. I don't know what the run off rate is. I mean, it seems pretty clear to me that when you're dealing with $13 billion and two plus years, you've got to be at $5 billion+ a year in terms of what the run off rate is . But I can't be more specific than that, Lloyd. Unfortunately I don't know the number better than that.

A - Gary Butler

Some of that also depends on how active we are in terms of share buybacks, plus we're generating cash during the course of the year. But I think the average amount that we're looking at for FY06 is around the $5 billion number that Art mentioned.

Q - Lloyd Zeitman, Bernstein Investment Research

OK, and could you tell us what your current reinvestment rate is on the portfolio right now?

A - Elena Charles

It's a little over 5%.

Q - Lloyd Zeitman, Bernstein Investment Research

OK, thanks. In the PEO business, could you tell us the number of employees at quarter end, and also give us an update on California, how that's going? And really, just how you view the market overall? Because it seems that as far as employment goes, the market place is really hopping right now.

A - Elena Charles

Lloyd, the number is 127,000 work site employees, which is up about 17% from a year ago, and Gary will talk to you about the PEO market.

A - Gary Butler

We continue to be very pleased with our results in that business. The revenue results, I guess Elena, are up somewhere close around 20%. Sales rate still continues very strong. We're expanding in California as we mentioned to you in previous calls, and are quite pleased with the results that we're getting there. We continue to invest aggressively in this business and try to expand our sales breadth as fast as we can manage it.

Q - Lloyd Zeitman, Bernstein Investment Research

OK. Last, earlier in the call there was some discussion about the price tiering in Brokerage services. And you have essentially a double edged sword here, so you have the pricing going down of course as the number of trades goes up into a certain tier. But would I be correct if I were to say that you benefit more in terms of let's say your overall profits, with an increase in trades, whether or not it kicks a particular client into another tier?

A - Arthur Weinbach

Because of the fixed cost nature of our Brokerage business, the incremental volume at whatever rate will give us a very significant margin pull down on that incremental amount. Of course, it helps if it's a bigger number.

A - Gary Butler

I think what he was asking was - these are step-rate tiers, so if you have 15 trades, the first five are at $2, the next five are at $1.50 and the third five are at $1, so any trade that you get incrementally adds absolute contribution. It doesn't change or lower the previous levels that you were billing in the earlier trades.

A - Arthur Weinbach

Right. Those numbers, by the way were figurative, not literal. I wish that's what we were getting for trades.

Lloyd Zeitman, Bernstein Investment Research

OK. I got you. Thank you.

Operator

Your next question comes from Brandt Sakakeeny and he is with Deutsche Bank.

Q - Brandt Sakakeeny, Deutsche Bank

Thanks. Hi there, Brandt Sakakeeny. Question for you, as you and Gary look at the collection of businesses you have, and I know this has been sort of beating around the bush, but the fact is, do you have any sort of minimum threshold for revenue growth under which you wouldn't tolerate a business? Particularly sort of a 4.5-5% GDP growth environment?

A - Arthur Weinbach

I think in order to be an effective ADP business you have to grow. So we've always looked at it that way and we've believed that growth is important. I can't tell you that we have established a fixed rate number, and we say at that rate it's automatically in or automatically out. Also, it wouldn't be a one-year look. It would be much more dependent on our outlook for the business over a period of time and the way we would look at the market-market opportunity and our position, in terms of the way we would answer that question. On the other hand, I'm pretty clear in saying that if it doesn't grow, it shouldn't be part of our portfolio.

Q - Brandt Sakakeeny, Deutsche Bank

OK. Obviously, if you look, this quarter Dealer was a 4% business, Brokerage a 6%, and structurally it seems like there's some issues. Clearly it doesn't sound like this business is going to get materially better over the next several year. Is that fair, or unfair?

A - Arthur Weinbach

I think that our outlook is more positive than what you've just expressed. So I think we can all debate what the reality of it is, but certainly we’ve just completed a significant strategic planning period, not that we're always right when we do that, but I think our outlook is significantly more positive than the way you've looked at it for both of these businesses.

Brandt Sakakeeny, Deutsche Bank

OK, great. Thank you.

Operator

We now have time for one or two more questions. Your next question comes from Charles Murphy(?) with Morgan Stanley.

Q - Charles Murphy(?), Morgan Stanley

…go over some financial items, operating cash flow, capex in the quarter, and then the revenue from the two ICD businesses?

A - Elena Charles

I don't think we got all the question, Charles?

Q - Charles Murphy(?), Morgan Stanley

I was just asking for a couple of financial items. Number one, operating cash flow in the quarter, number two, capex in the quarter, and then I wanted the revenue from the two ICD businesses?

A - Arthur Weinbach

The capex I think I can come up with.

A - Elena Charles

It was about $64-65 million in the quarter.

A - Arthur Weinbach

Our cash flow in operations during the quarter I don't know. I know we're kind of on track with our forecast for the year, which would put us somewhere in the $1.7 billion range or somewhere around there.

A - Elena Charles

We can get you that.

A - Arthur Weinbach

I don't know exactly what that was. On the ICD, the question was how much growth in the pieces of it?

Q - Charles Murphy(?), Morgan Stanley

Yes, the two pieces.

A - Arthur Weinbach

The IDS(?) piece had good growth during the quarter. I think we referenced that as being up close to 20%, or in the 20% range. Our ICS business had lesser growth, in part because of some of those mailings we talked about, one period versus another period. That's my quick cut at them.

A - Elena Charles

That's really cut toward the beneficial type business and beyond beneficial, we're calling it. So even with the IDS being part of that 18-20%, that Art mentioned, there's also the register side in there that's not the beneficial mailing, but it still might be proxy mailings. Were you talking about ICD in that regard, or some other break out in Brokerage?

Q - Charles Murphy(?), Morgan Stanley

I just wanted the absolute revenue numbers for beneficial proxy in interim and then for the beyond beneficial business.

A - Elena Charles

We really don't provide those on a regular basis, so I don't have that here, but I can tell you when you look at Brokerage revenues in total, about 75% of the revenues are in the investor communications business as a whole. Then when you look at the breakout between beyond beneficial and beneficial, it's roughly 50-50.

Charles Murphy(?), Morgan Stanley

OK. Thanks.

Operator

Your next question comes from Craig Peckham from Jeffries.

Q - Craig Peckham, Jeffries & Co

Hi Art, Gary, Elena - we've talked a lot about acquisitions and picking up the pace of share buyback. But as we look at $2.7 billion of cash or thereabouts exiting FY06, a couple of other options occur to me. Maybe you could give us your thinking on the pluses or minuses on a tender offer for a share repurchase or even a special dividend?

A - Arthur Weinbach

I think neither one of those is likely, would be my quick way of answering it. Have we looked at the questions in the past? The answer is yes. And while those are decisions that ultimately will occur at our board level in the board discussion, I don't think it's something that you should be planning on.

Q - Craig Peckham, Jeffries & Co

And shifting back to the fundamental questions, as you look at the order trends in Employer Services, any observations on older sizes and trends in win versus loss right there?

A - Arthur Weinbach

In small business service or in major accounts, win-loss would be about what it's been. In our National Accounts business, particularly with the breadth of the offering that we have today, which includes our COS offering and all of our benefits offering, I would say that our win-loss record is improving and up from prior periods. The number of new clients to ADP is up on a year to year basis. I would certainly say in our PEO business that we're doing quite well from a win-loss perspective.

Craig Peckham, Jeffries & Co

OK. Thanks for the insight.

Operator

Now, I would like to turn the conference back over to Ms. Charles.

Elena Charles

Thank you. We'd like to thank all of you for participating on the call with us today. We appreciate your time and interest.

Operator

This concludes today's Automatic Data Processing Incorporated Q3 2006 earnings conference call. Thank you for participating. You may now disconnect.

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