Paychex, Inc. (PAYX, NASDAQ)
Industry: Software - Application
Annual report, fiscal year 2015


PERSONAL

SERVICE

AND TECHNOLOGY

INTERSECT

## PAYCHEX



PAYROLL

590,000
Clients

10 Million
Employees Paid

#1
Small Business
(1-50 Employees)

#2
Midmarket
(50-500 Employees)

HR SERVICES

31,000
Clients
858,000
Worksite Employees

RETIREMENT SERVICES

70,000
Plans

#1
Recordkeeper
(By Number of Plans)

INSURANCE SERVICES

142,000
H&B Covered Lives

#23
Top 100 Agencies



## FINANCIAL
HIGHLIGHTS

SERVICE REVENUE ($B)
for the fiscal year ended May 31

2015

$2.7

2014

$2.5

2013

$2.3

CAGR \( ^{*} $ 7%

FY 2015

*3-Year Cumulative Annual Growth Rate

9%

SERVICE REVENUE

8%

NET INCOME

OPERATING INCOME ($M)
Net of Certain Items \( ^{*} \) 
for the fiscal year ended May 31



* Refer to discussion of Non-GAAP Financial Measure included in Item 7 of our Annual Report for further information.

FINANCIAL POSITION ($M)
as of May 31, 2015

Cash and Total Corporate INVESTMENTS

$936.4

DEBT

$0

DIVIDENDS PAID
As a Percentage of Net Income in FY 2015

82%






he focus for Paychex
is continued growth.
To achieve that, we must
maintain the momentum that
drives the kind of success
you’ve come to associate
with our company. We did
that in fiscal 2015, seizing
opportunities that helped

us close the year with the highest revenue and profitability in our history. I am proud of the performance of our 13,000 employees and confident in our future.

Accelerated investment in our technology-enabled service is at the core of our growth. The combination of our innovative, leading-edge technology and flexible, choice-driven service



# TO OUR
SHARE
HOLDERS

sets us apart from the competition and uniquely positions us to serve small- and mid-sized businesses. In our market, no one has the fully integrated technology and service that we offer, with industry-leading products we've built or acquired and a service model that lets clients choose when, where, and how they want to be served.
FOUNDATION FOR GROWTH

With that foundation for growth, we reached two impressive milestones in 2015, hitting $1 billion in both operating income and Human Resource Services (HRS) revenue. Demand for our comprehensive human resource outsourcing solutions drove double-digit growth in HRS



revenue. Our sales execution was strong, and our dedicated service was outstanding, resulting in a third straight year of record-setting client retention. Investment in technology led to even greater expansion of our software-as-a-service (SaaS) solutions and mobility applications. More than 80 percent of our clients now have an online connection to us, whether it's accessing reports, using our mobile apps, or processing their payroll.

This growth comes against a backdrop of moderate economic improvement. New business startups are approaching pre-recession levels, and job growth continues to improve. As businesses get stronger and hire more people, they need more of the products and services we offer. These signs match up with the monthly results of our Paychex | IHS Small Business



Jobs Index, a measure of small-business hiring that we launched just over a year ago. With our index, Paychex has taken a leadership role in the national conversation about jobs.

Our industry leadership is fueled by our people, and they are essential to our success. Throughout the United States, as well as in Germany and Brazil, they develop, sell, and service the products that generate the financial and client growth that benefits our valued shareholders. The investments we make in our people, products, and business today are investments in our company’s future, and they power our performance.

## TECHNOLOGY
INVESTMENTS

Enhancing our SaaS-based solutions and mobility applications remained the focus of our technology investments in 2015. One of our most important advances was the introduction of Paychex Flex \( ^{SM} \) , a cloud-based human capital management (HCM) solution that delivers workforce management through a simple, streamlined user experience. An unprecedented offering that provides a blend of software and service, Paychex Flex gives our clients capabilities such as online time and attendance and HR administration through our industry-leading technology — and it gives them flexibility



of choice in how they are served, based on their size and complexity.

The dedicated, personal service that is our foundation remains solidly in place. But now, so are online, after-hours, and mobile service options. We are committed to providing best-in-class service when and how our clients want it. A client doing payroll at midnight on Saturday who would like support can call a specialist on our 24/7 service team. And a client with multiple products can get one-stop service from

## 24/7 SERVICE



a dedicated team in our multi-product service centers, which integrate service across our product lines. We’re reimagining the way we work and the way we serve our clients.

Our clients and their employees are doing the same — and more often, they’re doing it on the go. There have been more than a half million downloads of our mobile app to date. And, it’s not just our clients using our technology. About 90 percent of our mobile app usage comes from our clients’ employees who are doing things such as accessing their check stubs and W-2s. And we continued to add mobile functionality during the last year, including Paychex Time, a mobile time punch app that offers the quickest punch access possible, and a mobile interface for ExpenseWire \( ^{®} \) , our leading SaaS expense management application.

## BREADTH OF PRODUCTS

We put additional emphasis last year on making sure our clients really understood the breadth of our products. The partnership across the Paychex sales organization was never stronger as our sales professionals took a team-selling approach to show our clients the full value of what we offer.

One of our newest offerings in 2015 was stratustime \( ^{®} \) , the leading cloud-based time and attendance solution in the market today, which we gained with the acquisition of nettime \( ^{®} \)  solutions. We also saw growth in market acceptance for our new full-service product that helps clients navigate the complexities of health care reform. Paychex is in a unique position because we have both clients’ payroll data and our nationally ranked Paychex Insurance Agency, and we can leverage those to help our clients understand what’s required under employer shared responsibility provisions of the Affordable



Care Act and how those
requirements affect
their business.

We also grew our key
sales channels, adding
new bank and franchise referral



relationships, in addition to our long-time CPA referral relationships.

## MARKET LEADERSHIP

The performance of our core payroll,
SurePayroll \( ^{®} \) , retirement services, and HR
Solutions sales teams again helped Paychex
achieve the leadership position we have in the
markets we serve.

Paychex HR Outsourcing — which includes our professional employer organization (PEO) and administrative service organization (ASO) — is the top PEO/ASO offering for small business. We provide HR assistance to companies serving more than 850,000 worksite employees. That’s significantly more than our closest competitor. We are positioned ideally for what the market is looking for in total HR outsourcing.

Our leadership in retirement services is as strong as ever. For the fifth consecutive year, a leading retirement industry publication ranked Paychex the number one 401(k) recordkeeper with nearly 70,000 plans. The Paychex Insurance Agency is nationally recognized too. It’s the 23rd largest agency as ranked by Business Insurance magazine and serves almost 114,000 clients.

At the close of fiscal 2015, we had approximately 590,000 payroll clients, up about 2 percent over 2014. We pay 10 million employees who work for those clients, or about one in every 15 private sector workers in the U.S.

The leadership shown by the thousands of Paychex employees was recognized again during the year with several awards and honors. Perhaps the most important — being named one of the World’s Most Ethical Companies for the seventh time by the Ethisphere \( ^{®} \)  Institute. I am proud of all the work our employees did

again this year.
Through their
innovation and
commitment to
serving our clients,



they delivered the technology-enabled service that positions Paychex for even greater long-term growth. Our employees and executive team share one goal: to be the very best in our industry.



## FINANCIAL
PERFORMANCE

Our employees’ contributions were essential to the financial results we achieved in fiscal 2015.

Total service revenue for the year was $2.7 billion, up 9 percent. Payroll service revenue increased 4 percent to $1.7 billion.
HRS revenue again climbed at a double-digit rate, up 18 percent to $1.0 billion. Operating income was also a record $1.1 billion, an increase of 7 percent over 2014. Net income and earnings per share rose 8 percent to $675 million and $1.85, respectively.
Paychex continues to have no debt and a strong liquidity position, with cash and total corporate investments of $936 million. This significant cash balance gives us flexibility in our investments and acquisitions, while at the same time, gives us the opportunity to reward our shareholders for their investment in our company through shareholder-friendly actions, including increasing our dividend 9 percent last July, and returning $552 million, or 82 percent, of net income to our shareholders. We also repurchased approximately four million shares of Paychex stock for $182 million.



## THE FUTURE

We continue to balance our investments in the future of Paychex with our commitment to maintaining the exceptional shareholder value and great dividend we are known for among investors. As the rate of change quickens in our industry, we will keep innovating, building, and acquiring technology that ensures we stay ahead of the market, and we will keep expanding and integrating service options that meet our clients' ever-evolving needs.

Fiscal 2015 was a very successful year. We look forward to an even greater year in fiscal 2016.

My sincere thanks to the Paychex shareholders, Board of Directors, clients, and employees for their support.

Sincerely,



Martin Mucci

President and CEO







# WITH HELP FROM PAYCHEX, CULTURE AT TRÜ SALON IS A CUT ABOVE THE REST

High staff turnover is an issue plaguing many beauty salons, with some salons having employee churn as high as 40 percent annually, according to industry estimates. And when stylists leave, they often take customers with them. That’s why Julie

Judge, owner of Trü Salon, has worked hard to make her salon a highly attractive employer.

Shortly after opening, Julie brought in a consultant to help create a culture based on professionalism, respect, and a focus on customers. She also decided to provide her stylists with benefits that even many large companies lack, including a 401(k) match, group health insurance, paid vacation and holidays, extended disability, and education benefits. With help from Paychex, the strategy is working.

“We have people stay a long time,” says Julie. “And that is a really big deal. High employee retention is better for our guests and it’s better for the business, and it’s something that Paychex helps me achieve.”
“There was no question [about whether to outsource],” says Julie. “I knew where my strengths are and where my time is best spent. Could I do my own payroll? Yes, I could, but I need to be spending that time working with my clients and my staff and getting the Trü Salon name out there.”

As business expanded, so too did Trü Salon’s relationship with Paychex. The salon now leans on Paychex for help with HR and employee benefits — including writing job descriptions, creating custom employee handbooks, and administering its 401(k) plan — and Paychex Insurance Agency to administer the salon’s group health plan. A Paychex HR specialist, Rebecca, works with Julie on a regular basis to help with any personnel issues.

“I can’t afford, as a small business, to hire an HR person, but I’ve got Rebecca, who I love and who’s got my back,” says Julie. “She’s there for me. I can call her with any questions I have and we meet often.”

# “High employee retention is better for our guests and it’s better for the business, and it’s something that Paychex helps me achieve.”

Trü Salon opened in 2005 overlooking the Erie Canal in the bucolic village of Pittsford, New York. Business took off, and in 2012 the salon added a second location on Rochester’s bustling Park Avenue to accommodate its growing client base. Trü Salon now has 27 employees between its two locations.

From the beginning, Julie and her business partner, her husband who is an accountant by trade and the CFO at a local nonprofit, knew they wanted to outsource payroll. They chose Paychex for the job and have been a client ever since.
While Julie still chooses to call in payroll to her long-time payroll specialist, “Kiwi,” Trü Salon recently began using Paychex Flex to give employees the ability to request time off and access pay stubs online or from their mobile device. It’s just another big-company benefit that not only helps keep employee retention high, but also lends the business — and Julie — credibility.

“Having this level of service from Paychex shows my employees that I’m not some rinky-dink little business,” says Julie. “It’s important for my employees and it’s important for my profession. Paychex really helps us to be that much more legit and professional.”

View this and other client stories at: payx.me/clientstories



# ALL ROADS LEAD TO GROWTH FOR CONALVIAS

On’t call Conalvias to build your skyscraper. The company focuses instead on what its staff calls “flat construction” — bridges, roads, dams, waterworks, and mass transit systems. Conalvias began in Colombia

35 years ago and quickly became a prominent civil engineering firm in that country. As its capabilities grew, so too did its geographic footprint. The company expanded into Peru, Panama, and, in 2010, to the United States, opening a headquarters in Fort Lauderdale, Florida.

When first setting up shop in the U.S., Conalvias outsourced payroll to a small, regional provider. But when business ramped up, they turned to Paychex to help them reach the next level. Conalvias now has 120 employees, working on projects in four cities.

“[This type of growth] takes an awful lot of assistance from everybody involved, especially the payroll services company we are using,” says David Craft, a member of the Conalvias board of directors. “We decided that we needed somebody much more equipped to handle the federal and state requirements for payroll.”
for federal and state governments are often required to perform background checks on employees and file many other periodic compliance reports.

Before Paychex, it was difficult to consolidate payroll and HR data. Now, project managers can enter employee hours and other data into Paychex HR Online to generate reports from job sites.

Paychex HR Online also enables Conalvias' project managers to easily add new employees while giving employees self-service access to pay stubs and tax documents, saving office staff invaluable time and effort.

“It used to be that everyone had to come to me to request document copies and changes,” says Diana Torres, Conalvias’ administrative director. “Now they can do it themselves, anytime and from anywhere, so I don’t have to worry about it.”

Over the years, Conalvias has added various Paychex technologies to support their growth, from online payroll to health and benefits administration. But one constant through five years of rapid expansion has been the high quality of Paychex service.

“The representative assigned to our account is available all the time — not only the days I need to run payroll,” says Diana. “We

# “We decided that we needed somebody much more equipped to handle the federal and state requirements for payroll.”

started using Paychex when we had three employees. Now we have grown to 120 employees and are still enjoying the same excellent service.”

Those requirements are substantial; companies that perform construction work
View this and other client stories at: payx.me/clientstories










## PAYCHEX SERVICE AND TECHNOLOGY
HELP HOLY CHILDHOOD DO GOOD
WORK EVEN BETTER

When Holy Childhood, a nonprofit in Rochester, New York, was in the process of switching to the latest payroll and HR system, their Paychex service representative took a new position within the company. Rather than transfer the

account to someone else after starting his new role, he stayed with the client through the implementation process to ensure a successful transition. “He didn’t need to do that, but he did,” says Diane Syta, Holy Childhood CFO.

That situation was emblematic of the service Paychex has delivered for 35 years to Holy Childhood, an organization that knows about excellent care. Since 1946, Holy Childhood has provided services that prepare individuals with intellectual and developmental disabilities for independence. The agency runs a school, serving students ages five through 20, and an adult program for people 21 through retirement age.

The adult program focuses on vocational training. There’s an on-site bakery, where pies are made to be sold to the public. In the woodworking shop, cabinets and cutting boards are built. Adults also perform work for area businesses through Holy Childhood’s Partners With Industry program. Paychex is a proud participant in this program, and twice weekly, individuals from Holy Childhood are paid to complete various fulfillment jobs at a Paychex facility.

“We’re opening minds to understand that these are people who want to work, who will be extraordinarily dedicated, and who will add value to the workforce,” says Donna Dedee, Holy Childhood president and CEO.

With two separate labor forces — 140 staff members and the adults who are paid for their work in the vocational programs — Holy Childhood’s payroll is more complicated than most. To more efficiently administer the task, Holy Childhood recently transitioned from phoning in hours every pay period to inputting information electronically with Paychex Flex.



“We’re very lean as a business operation,” says Donna. “There’s an awful lot to be done by a small staff in an increasingly regulated environment. Freeing office staff from manual tasks and making processes quicker and less prone to error allows them to work on the other business-office functions.”

Though it’s only been in place several months, Paychex Flex has already made an enormous difference in how staff members work. Employees




now punch in and out electronically rather than on paper timesheets and can access payroll information and tax documents online instead of asking HR. Paychex Flex integrates with the system Holy Childhood uses to track billable hours, increasing accuracy and reducing time spent on data entry. The agency is now in the process of integrating Paychex Flex with its general ledger, a step that will save even more time.

As Holy Childhood approaches 70 years of helping those with disabilities live independent lives, they are counting on Paychex — in more ways than one — to help them continue that mission.

## “We’ve never had another payroll vendor, and there’s a reason for that.”

“We’ve never had another payroll vendor, and there’s a reason for that,” says Donna. “Paychex is an amazing corporate citizen; one that not only helps us to make our business better, but also improves lives. It’s an incredible relationship.”

View this and other client stories at: payx.me/clientstories



# EXTENSIVE
MEN
OF SERVICES



## RESTAURATEURS SWITCH TO PAYCHEX
FOR EXTENSIVE MENU OF SERVICES

When Josh and Jenna Miles need assistance with an administrative aspect of one of their restaurants — whether it's payroll, state unemployment insurance,

or even employee health benefits — they contact the same small Paychex team dedicated to their account. That simplicity is appreciated because to say the husband-and-wife restaurateurs have their plates full is an understatement.

Josh and Jenna own three upscale restaurants and operate another two in western New York. The Revelry, their first, opened in June 2013. Buffalo Proper and Branca soon followed. They also operate two restaurants within a popular




Rochester hotel. Among all five establishments, the couple manages some 190 employees.

During the first few years of entrepreneurship, Josh and Jenna outsourced payroll to a regional provider. But as their portfolio of restaurants grew, they decided to transition to Paychex for its wide range of product offerings. They now use Paychex for a variety of services, including payroll and payroll tax administration, state unemployment insurance administration, and health insurance via Paychex Insurance Agency.

“[The decision to change providers] was us having a

bit of foresight in realizing that in the next several years we would need to be working with a company that offers the diversity of services that Paychex does," says Jenna.

Switching to Paychex has already yielded dividends in the form of streamlined support. Working with one company for a number of services allows Josh and Jenna to work with a small, dedicated team that supports their account across multiple products, rather than having to call a different company for each service they need assistance with.
“To have one point of contact is incredible,” says Jenna. “It’s really hard to manage several different vendors. Working with Paychex and having one, two, or even three people in a team we can turn to when we have questions is invaluable.”

“Just like we do in our restaurants, Paychex has built a team of people who care and consistently provide an outstanding level of service,” adds Josh.

## “Just like we do in our restaurants, Paychex has built a team of people who care and consistently provide an outstanding level of service.”

Jenna and Josh are looking forward to pairing this quality service with Paychex technology. They will soon begin submitting payroll online via Paychex Flex, which will help ensure accuracy with often-complex restaurant payrolls. Paychex Flex will also enable employees to access payroll information online and on their mobile devices instead of having to request it from their managers. This will free Josh, Jenna, and the rest of their management team to focus their time and energy on customers.

“In the restaurant business the main focus is on our guests,” says Jenna. “Working with Paychex enables our management to focus on serving them and making their experience second to none, rather than on the back-of-the-house and administrative work that goes into operating a business.”

View this and other client stories at: payx.me/clientstories



## DEDICATED SERVICE CENTER

Paychex clients are enjoying an unprecedented level of flexibility for managing their payroll thanks to the new Dedicated Service Center (DSC), a team of Paychex employees who work after-hour shifts to provide 24/7 coverage for clients needing support. Clients reach the DSC when they call their branch after business hours and select a prompt to speak with a representative. The team can also be reached through instant message, online query, and social media channels.

## “By giving clients the option for 24/7 service, we’re giving them flexibility to manage payroll on their terms.”

DSC member Angelita Fong, whose shift is 12:00–8:30 a.m. ET, says having around-the-clock service enables clients to administer payroll when it’s most convenient for them.

“Many entrepreneurs are so busy running their business during normal weekday hours that the only time left to handle payroll is on weekends or at night,” says Angelita. “By giving clients the option for 24/7 service, we’re giving them flexibility to manage payroll on their terms.”

## MULTI-PRODUCT SERVICE CENTER

Larger clients with multiple Paychex products are serviced by Multi-Product Service Centers (MPSC), teams of employees dedicated exclusively to these employers' more complex needs. There are currently four MPSCs across the U.S. — in Rochester, Phoenix, Indianapolis, and Nashville.

## “… we’re able to take a … proactive approach to providing the best possible support.”

Each member of an MPSC has subject matter expertise on a specific product — payroll, recruiting/onboarding, HR administration, time and attendance, and benefits enrollment and administration. As a team, they’re able to represent all products under one roof, an arrangement that gives clients a more seamless service experience.

“By considering every product in a client’s portfolio, we’re able to take a more comprehensive and proactive approach to providing the best possible support,” says Heather Grasso, a supervisor in the Rochester MPSC.

## HR GENERALIST

Paychex HR Solutions and PEO clients are assigned an HR professional dedicated to their business. These HR generalists, or “HRGs,” are highly trained and have an extensive background in human resources, often with specialized education and experience.

HRGs act as a consultant for all their clients’ HR activities — from hiring and managing employees to administrating benefits and staying in compliance with ever-changing HR laws. When a business becomes an HR Solutions or PEO client, their assigned HRG conducts an assessment to uncover the client’s HR needs and priorities. Once the analysis is complete, the HRG will develop and help execute a strategic plan to address any gaps that exist.

## “We don’t believe in a ‘one solution fits all’ philosophy.”

“We don’t believe in a ‘one solution fits all’ philosophy,” says Bojana Cruz, an HRG since 2008. “Rather, we focus on identifying clients’ unique needs and building a customized solution to meet those needs.”

## PAYROLL SPECIALIST

When clients are asked what they like best about working with Paychex, many mention their dedicated payroll specialist by name. Serving as a client’s single point of contact for all payroll and tax needs, the payroll specialist has been a Paychex hallmark from the beginning. HR Solutions Senior Payroll Specialist Margaret Hathaway has held several different positions over her 30 years at Paychex, but it’s her time as a payroll specialist that she’s found most gratifying.

## “I have the incredible privilege of assisting our clients with a crucial part of their business – paying their employees.”

“I have the incredible privilege of assisting our clients with a crucial part of their business — paying their employees,” Margaret says. “The opportunity to establish long-term relationships with my clients and build their trust in me and in Paychex is part of what makes my job so rewarding.”



# EXCEPTIONAL SERVICE EXPERIENCE



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

FORM 10-K

# ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2015

Commission file number 0-11330

Paychex, Inc.

911 Panorama Trail South
Rochester, New York 14625-2396
(585) 385-6666
A Delaware Corporation

IRS Employer Identification Number: 16-1124166

<table><tr><td>Securities registered pursuant to Section 12(b) of the Act:</td><td>Common Stock, $0.01 Par Value</td></tr><tr><td>Name of exchange on which registered:</td><td>NASDAQ Global Select Market</td></tr></table>

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☑ No ☑

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 ☑ No ☐

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑

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 ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ (Do not check if a smaller reporting company)

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

As of November 30, 2014, the last business day of the most recently completed second fiscal quarter, shares held by non-affiliates of the registrant had an aggregate market value of $15,395,911,785 based on the closing price reported for such date on the NASDAQ Global Select Market.

As of June 30, 2015, 361,206,331 shares of the registrant’s common stock, $.01 par value, were outstanding.

## Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement to be issued in connection with its Annual Meeting of Stockholders to be held on or about October 14, 2015, to the extent not set forth herein, are incorporated by reference into Part III, Items 10 through 14, inclusive.



## PAYCHEX, INC.
INDEX TO FORM 10-K

## For the fiscal year ended May 31, 2015

Description Page

PART I

Cautionary Note Regarding Forward-Looking Statements Pursuant to the United States Private Securities Litigation Reform Act of 1995 ..... 1

Item 1 Business ..... 2

Item 1A Risk Factors ..... 8

Item 1B Unresolved Staff Comments ..... 10

Item 2 Properties ..... 10

Item 3 Legal Proceedings ..... 11

Item 4 Mine Safety Disclosures ..... 11

PART II

Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ..... 11

Item 6 Selected Financial Data ..... 13

Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations ..... 13

Item 7A Quantitative and Qualitative Disclosures About Market Risk ..... 28

Item 8 Financial Statements and Supplementary Data ..... 31

Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..... 65

Item 9A Controls and Procedures ..... 65

Item 9B Other Information ..... 66

PART III

Item 10 Directors, Executive Officers and Corporate Governance ..... 66

Item 11 Executive Compensation ..... 67

Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ..... 67

Item 13 Certain Relationships and Related Transactions, and Director Independence ..... 67

Item 14 Principal Accounting Fees and Services ..... 68

PART IV

Item 15 Exhibits and Financial Statement Schedules ..... 68

Signatures ..... 70



## PART I

## CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS PURSUANT TO THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain written and oral statements made by management of Paychex, Inc. and its wholly owned subsidiaries (“we,” “our,” “us,” “Paychex,” or the “Company”) may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States (“U.S.”) Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words and phrases as “we expect,” “expected to,” “estimates,” “estimated,” “current outlook,” “we look forward to,” “would equate to,” “projects,” “projections,” “projected to be,” “anticipates,” “anticipated,” “we believe,” “could be,” and other similar phrases. Examples of forward-looking statements include, among others, statements we make regarding operating performance, events, or developments that we expect or anticipate will occur in the future, including statements relating to revenue growth, earnings, earnings-per-share growth, or similar projections.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside our control. Our actual results and financial conditions may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance upon any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

• general market and economic conditions including, among others, changes in U.S. employment and wage levels, changes to new hiring trends, legislative changes to stimulate the economy, changes in short- and long-term interest rates, changes in the fair value and the credit rating of securities held by us, and accessibility of financing;

• changes in demand for our services and products, ability to develop and market new services and products effectively, pricing changes and the impact of competition;

• changes in the availability of skilled workers, in particular those supporting our technology and product development;

• changes in the laws regulating collection and payment of payroll taxes, professional employer organizations, and employee benefits, including retirement plans, workers’ compensation, health insurance (including health care reform legislation), state unemployment, and section 125 plans;

• changes in health insurance and workers’ compensation rates and underlying claim trends;

• changes in technology that adversely affect our products and services and impact our ability to provide timely enhancements to services and products;

• the possibility of a security breach that disrupts operations or exposes client confidential data;

• the possibility of failure of our operating facilities, computer systems, and communication systems during a catastrophic event;

• the possibility of third-party service providers failing to perform their functions;

• the possibility of a failure of internal controls or our inability to implement business processing improvements;

• the possibility that we may be subject to liability for violations of employment or discrimination laws by our clients and acts or omissions of client employees who may be deemed to be our agents, even if we do not participate in any such acts or violations; and

• potentially unfavorable outcomes related to pending legal matters.



Any of these factors, as well as such other factors as discussed in Part I, Item 1A Risk Factors and throughout Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K (“Form 10-K”), as well as in our periodic filings with the Securities and Exchange Commission (“SEC” or “Commission”), could cause our actual results to differ materially from our anticipated results. The information provided in this Form 10-K is based upon the facts and circumstances known at this time, and any forward-looking statements made by us in this Form 10-K speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of filing this Form 10-K with the SEC to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

## Item 1. Business

Incorporated in Delaware in 1979, we are a leading provider of payroll, human resource, insurance, and benefits outsourcing solutions for small- to medium-sized businesses. As of May 31, 2015, we serviced approximately 590,000 payroll clients. We maintain our corporate headquarters in Rochester, New York, and serve clients throughout the U.S. and Germany. We report our results of operations and financial condition as one business segment. Our fiscal year ends May 31st.

## Company Strategy

Our mission is to be the leading provider of payroll, human resource and employee benefit services for small- to medium-sized businesses by being an essential partner with America’s businesses. We believe that success in this mission will lead to strong long-term financial performance. Our strategy focuses on the following:

• flexible, convenient service;

• industry-leading, integrated technology;

• solid sales execution;

• comprehensive suite of value-added human capital management (“HCM”) services;

• continued service penetration; and

• strategic acquisitions.

## Services and Products

We offer a comprehensive portfolio of HCM services and products that allow our clients to meet their diverse payroll and human resource needs. Clients can select services on an à la carte basis or as part of various product bundles. Our payroll-related ancillary services and Human Resource Service (“HRS”) offerings often leverage the information gathered in the base payroll processing service, allowing us to provide comprehensive outsourcing services covering the HCM spectrum. We also offer professional employer organization (“PEO”) services, and provide insurance offerings through the Paychex Insurance Agency, Inc. (“PIA”) that allow employers to expand their employee benefit offerings at an affordable cost. We mainly earn our revenue through recurring fees for services performed. Service revenue is primarily driven by the number of clients, checks or transactions per client per pay period, and utilization of ancillary services.

Paychex Flex \( ^{SM} \)  is our HCM software-as-a-service (“SaaS”) platform through which we provide an integrated product suite that covers the employee life cycle from recruiting and hiring to retirement. Paychex Flex streamlines workforce management through innovative technology and flexible choice of service. The platform uses a single cloud-based platform, with single client and employee records, and single sign-on, including self-service options and mobility applications. The HCM product suite integrates recruiting and applicant tracking, employee onboarding, payroll, employee benefits and human resource administration, time and attendance, performance management, and retirement services. Paychex Flex also provides technology-enabled service, with options that include self-service, a 24/7 dedicated service center, individual payroll



specialist, and integrated service via the multi-product service center. In addition, large clients can utilize a relationship manager for more personalized service. This flexible platform services our small-business clients, mid-market clients, and our PEO business.

The integration of flexible service options and leading-edge technology allows us to meet our clients' diverse needs by providing them with information and products when, where, and how they want it. Our Paychex Mobile Applications add greater value and convenience for our clients and their employees by allowing them instant access and increased productivity. Paychex Flex allows for device independence, providing a consistent experience regardless of device. Our mobile apps are available for iOS \( ^{\circledR} \)  and Android \( ^{TM} \)  tablets and smartphones, and allow our clients and their employees to have full access to our products, offering diverse capabilities for both the employer and employee.

## Small-Business Clients

For our small-business clients, which we define as typically less than 50 employees, Paychex aides the client in reducing the complexity and risk of running their own payroll, while ensuring greater accuracy with up-to-date tax rates and regulatory information. We simplify their payroll with a combination of our dynamic products and customer service for a quick and easy pay day. Small-business payroll is provided via our core payroll, utilizing our robust Paychex Flex processing platform, or SurePayroll \( ^{®} \)  products. Our core payroll clients can opt for our full-service customer service model through our branch operations or use Paychex Online Payroll \( ^{®} \) , our secure Internet portal. Paychex Online Payroll offers a suite of self-service and interactive services twenty-four hours a day, seven days a week. Both service models offer payroll processing, employee access online, general ledger service to provide payroll information to the client's general ledger accounting software, and access to our industry-leading, web-based report center and robust report writer. Our SurePayroll SaaS solution offers "do-it-yourself" self-service and mobile applications for small business.

Our small-business clients also benefit from our time and attendance products, which allow them to accurately and efficiently manage the gathering and recording of employee hours worked. Other Paychex solutions, such as our comprehensive human resource outsourcing solutions are also available for our small-business clients.

## Mid-Market Clients

Our mid-market clients are defined as typically more than 50 employees and have more complex payroll and employee benefit needs. These clients are serviced through our Paychex Flex Enterprise solution set, which offers an integrated suite of HCM solutions tied together by the Paychex Flex platform, or through our traditional mid-market platform. Clients using Paychex Flex Enterprise are offered a SaaS solution that integrates payroll processing with human resource management, employee benefits administration, time and labor management, applicant tracking and onboarding solutions. Paychex Flex Enterprise allows our mid-market clients to choose the services and software they need to meet the complexity of the business and have them integrated through one HCM solution.

Mid-market clients also have the option to select from a number of  \( \hat{a} \)  a carte payroll and human resource ancillary services and can opt for our comprehensive human resource and payroll outsourcing solutions, Paychex HR Services. This flexibility allows our clients to define the solution that best meets their particular needs.

## Description of Services

Payroll processing: For both our small-business and mid-market clients, payroll processing is the backbone of our portfolio of HCM services. Payroll processing services include the calculation, preparation, and delivery of employee payroll checks; production of internal accounting records and management reports; preparation of payroll tax returns; and collection and remittance of clients' payroll obligations. Along with payroll processing, clients can also select from the following payroll-related ancillary services:

• Payroll tax administration services: Our payroll tax administration services provide accurate preparation and timely filing of quarterly and year-end tax returns, as well as the electronic transfer of funds to the applicable tax or regulatory agencies (federal, state, and local). In connection with these services, we electronically collect payroll taxes from clients' bank accounts, typically on payday, prepare



and file the applicable tax returns, and remit taxes to the applicable tax or regulatory agencies on the respective due dates. These taxes are typically paid between one and 30 days after receipt of collections from clients, with some items extending to 90 days. We handle regulatory correspondence, amendments, and penalty and interest disputes, and we are subject to cash penalties imposed by tax or regulatory agencies for late filings and late or under payment of taxes.

• Employee payment services: Our employee payment services provide an employer with the option of paying their employees by direct deposit, payroll debit card, a check drawn on a Paychex account (Readychex \( ^{®} \) ), or a check drawn on the employer’s account and electronically signed by us. For each of the first three methods, we electronically collect net payroll from the clients’ bank accounts, typically one business day before payday, and provide payment to the employees on payday. Our Readychex service provides a cost-effective solution that offers the benefit of convenient, one-step payroll account reconciliation for employers.

• Regulatory compliance services: We offer new-hire reporting services, which enable clients to comply with federal and state requirements to report information on newly hired employees. This information aids the government in enforcing child support orders and minimizes fraudulent unemployment and workers' compensation insurance claims. Our gamishment processing service provides deductions from employees' pay, forwards payments to third-party agencies, including those that require electronic payments, and tracks the obligations to fulfillment. These services enable employers to comply with legal requirements and reduce the risk of penalties.

Human Resource Services: We offer complementary services for outsourcing of various human resource functions to our payroll clients. In addition, some of these services can be provided to clients who do not opt for payroll processing. Our complementary services are categorized as follows:

• Paychex HR Services: We offer comprehensive human resource outsourcing solutions that provide businesses a full-service approach to the outsourcing of employer and employee administrative needs. Our Paychex HR Services offering is available through Paychex HR Solutions, an administrative services organization (“ASO”), or Paychex PEO. Both options offer businesses a combined package of services that includes payroll, employer compliance, human resource and employee benefits administration, risk management outsourcing, and the on-site availability of a professionally trained human resource representative. These comprehensive bundles of services are designed to make it easier for businesses to manage their payroll and related benefit costs while providing a benefits package equal to that of larger companies. Our PEO differs from the ASO in that we serve as a co-employer of the clients’ employees, provide health care coverage to PEO employees, and assume the risks and rewards of workers’ compensation insurance and certain health insurance offerings. PEO services are sold through our registered and licensed subsidiary, Paychex Business Solutions, Inc. The integration of the sales and service models of the ASO and PEO under Paychex HR Services has reduced redundancies and created more flexible options for business owners to find the solution that best meets their needs. We also offer Paychex HR Essentials, which is an ASO product that provides support to our clients over the phone or online to help manage employee-related topics. As of May 31, 2015, Paychex HR Services was utilized by 31,000 clients with approximately 858,000 client worksite employees.

• Retirement services administration: Our retirement services product line offers a variety of options to clients, including 401(k) plans, 401(k) SIMPLE plans, SIMPLE IRAs, 401(k) plans with safe harbor provisions, owner-only 401(k) plans, profit sharing plans, and money purchase plans. These services provide plan implementation, ongoing compliance with government regulations, employee and employer reporting, participant and employer online access, electronic funds transfer, and other administrative services. Auto enrollment is an optional plan feature that allows employers to automatically enroll employees in their company’s 401(k) plan and increase overall plan participation. Clients have the ability to choose from a group of pre-defined fund selections or to customize their investment options within their plan. We are the largest 401(k) recordkeeper for small businesses in the U.S. Our large-market retirement services clients include financial advisors. As of May 31, 2015, retirement services covered approximately 70,000 plans and the asset value of participants’ funds externally managed totaled approximately $23.5 billion.



• Insurance services: Our licensed insurance agency, PIA, provides insurance through a variety of carriers. Insurance offerings include property and casualty coverage such as workers' compensation, business-owner policies, commercial auto, and health and benefits coverage, including health, dental, vision, and life. Our insurance services simplify the insurance process to make it easy to find plans with the features and affordability to meet the client's needs. With access to numerous top national and regional insurance carriers, our professional insurance agents have access to a wide selection of plans from which they can best match the insurance needs of small businesses. Additionally, clients have the option to integrate their insurance plans with Paychex payroll processing for easy, accurate plan administration.

We also offer new comprehensive solutions to help employers and employees with certain mandates under U.S. health care reform legislation. Our Paychex Employer Shared Responsibility(“ESR”) Service is aimed at helping clients: 1) determine if the ESR provision applies to them; 2) provide ongoing ESR analysis and monitoring, along with automatic alerts, of their employees and hours worked; 3) evaluate if their health care offering meets the minimum coverage requirement; and 4) prepare end-of-year reporting.

PIA has a website, www.paychexinsurance.com, with information and interactive tools to help educate visitors on insurance and aid in making business insurance decisions. A section on this website is designed to provide answers, information, and solutions that employers can use to prepare for and take action to comply with health care reform.

• Online HR administration services: We offer online human resource administration software products for employee benefits management and administration, time and attendance solutions, and recruiting. Paychex HR Online offers powerful tools for managing employee benefits, personnel information, and human resource compliance and reporting. Our BeneTrac service manages the employee-benefit enrollment process. Our time and attendance products, including our Stratustime \( ^{\circledR} \)  software acquired in June 2014, help minimize the time spent compiling time sheet information. They allow the employer to handle multiple payroll scenarios, improving productivity, accuracy, and reliability in the payroll process. Our expense reporting solution is a web-based solution that provides clients with tools to manage and control the expense reporting process. The applicant tracking suite provides technology that streamlines, simplifies, and drives the applicant workflow and onboarding process for companies of all sizes.

• Other human resource services and products: We offer the outsourcing of plan administration under section 125 of the Internal Revenue Code, allowing employees to use pre-tax dollars to pay for certain health insurance benefits and health and dependent care expenses not covered by insurance. All required implementation, administration, compliance, claims processing and reimbursement, and coverage tests are provided with these services. We offer state unemployment insurance services, which provide clients with prompt processing for all claims, appeals, determinations, change statements, and requests for separation documents. Other HRS products include employee handbooks, management manuals, and personnel and required regulatory forms. These products are designed to simplify clients' office processes and enhance their employee benefits programs.

Accounting and Financial Services: We offer various accounting and financial services to small- to medium-sized businesses. These services are in their infancy, but offer additional value-added benefits for small-business owners. These services include a cloud-based accounting service, payment processing services, payment distribution services, and a small-business loan resource center.

## Sales and Marketing

We market and sell our services primarily through our direct sales force based in the metropolitan markets we serve. Our direct sales force includes sales representatives who have defined geographical territories and specialize within our portfolio of services. Within payroll we differentiate the markets we serve between small-business and mid-market companies. Within retirement services we have a dedicated, wholesale sales force focused solely on enhancing our relationships with financial advisors. Our sales representatives are also supported by marketing, advertising, public relations, trade shows, and telemarketing programs. We utilize a virtual sales force to service geographical areas where we may not have a local presence or for products for which we do not have a local sales force. We sell HRS products to both new clients and our existing client base.



In addition to our direct selling and marketing efforts, we utilize other indirect sales channels such as our relationships with existing clients, certified public accountants (“CPAs”), and banks for new client referrals. Approximately 50% of our new core payroll clients (excluding business acquisitions) come from these referral sources. Our dedicated business development group drives sales through banking, national association, and franchise channels.

We have a long-standing partnership with the American Institute of Certified Public Accountants (“AICPA”) as the preferred payroll provider for its AICPA Business Solutions \( ^{TM} \)  Program. More than half of the CPA firms in the U.S. are enrolled and actively participating in the Paychex Partner Program from AICPA Business Solutions. Our current partnership agreement with the AICPA is in place through September 2016. We also enhanced our relationships with CPAs by partnering with various state CPA society organizations.

Our website, which is available at www.paychex.com, includes online payroll sales presentations and service and product information. It also serves as a cost-efficient tool that serves as a source of leads and new sales, while complementing the efforts of our direct sales force. This online tool allows us to market to clients and prospective clients in other geographical areas where we do not have a direct sales presence. In addition, our insurance services website, which is available at www.paycexinsurance.com, provides information to help small businesses navigate the insurance industry, and generates leads by allowing interested parties to get in contact with one of our professional insurance agents.

Advantage Payroll Services Inc. (“Advantage”), a wholly owned subsidiary of Paychex, Inc., has license agreements with independently owned associate offices (“Associates”), which are responsible for selling and marketing Advantage Payroll Services \( ^{®} \)  and performing certain operational functions, while Paychex and Advantage provide all centralized back-office payroll processing and payroll tax administration services. The marketing and selling by the Associates is conducted under their own logos.

Paychex also builds on its reputation as an expert in the payroll and human resources industry by providing education and assistance to clients and other interested parties. We provide free webinars, white papers, and other information on our website to aid existing and prospective clients with the impacts of regulatory change. We track current regulatory issues that impact the small business community and provide a monthly regulatory update. Our Paychex Accountant Knowledge Center is a free online resource available through our website that brings valuable information and time-saving online tools to accounting professionals. The BuildMyBiz \( ^{®} \)  website, which is available at www.BuildMyBiz.com, provides tools and resources for starting, growing, and managing a business.

A section of both the Paychex website, www.paychex.com, and our insurance services website, www.paycexinsurance.com, is designated to the topic of health care reform to provide answers, information, and solutions that employers need to prepare for and take action relating to the Patient Protection and Affordable Care Act of 2010 (“PPACA”) and the Health Care and Education Reconciliation Act of 2010, together with the PPACA, the (“Act”). Paychex is positioned to assist our clients and their employees as they navigate the complexity of this legislation.

## Markets and Competition

We remain focused on servicing small- to medium-sized businesses based upon the growth potential that we believe exists in the markets we serve. Our internal database source indicates that there are approximately 10 million addressable businesses in the geographic markets that we currently serve within the U.S. Of those businesses, greater than 99% have fewer than 100 employees and comprise our primary customers and target market. The average client size within our existing client base is approximately 17 employees. We believe that there is opportunity for us in the HCM market as the demand is moving down-market to smaller businesses.

We serve a diverse base of small- to medium-sized clients operating in a broad range of industries located throughout the U.S. and in Germany. Revenue from operations in Germany and long-lived assets in Germany are not material. We also have a joint-venture arrangement to provide payroll and human resource services in Brazil. We utilize service agreements and arrangements with clients that are generally terminable by the client at any time or upon relatively short notice. For the fiscal year ended May 31, 2015 (“fiscal 2015”), client retention reached record levels, rising to over 82% of our beginning of the year client base. No single client has a material impact on total service revenue or results of operations.



The market for payroll processing and human resource services is highly competitive and fragmented. We have one primary national competitor and we also compete with other national, regional, local, and online service providers, all of which we believe have significantly fewer clients than us. In addition to traditional payroll processing and human resource service providers, we compete with in-house payroll and human resource systems and departments. Payroll and human resource systems and software are sold by many vendors. HRS products also compete with a variety of providers of human resource services, such as retirement services companies, insurance companies, and human resources and benefits consulting firms.

Competition in the payroll processing and human resource services industry is primarily based on service responsiveness, product quality and reputation, including ease of use and accessibility of technology, breadth of service and product offerings, and price. We believe we are competitive in each of these areas. We believe that our excellent customer service, together with our leading-edge technology and mobility applications, distinguishes us from our competitors.

## Software Maintenance and Development

The ever-changing mandates of federal, state, and local tax and regulatory agencies require us to regularly update our proprietary software to provide payroll and human resource services to our clients. We are continually engaged in developing enhancements to and the maintenance of our various software platforms to meet the changing requirements of our clients and the marketplace. We continue to enhance our SaaS solutions and mobility applications to offer our users an integrated and unified experience. Continued enhancement of the client and client employee experience is important to our future success.

## Employees

As of May 31, 2015, we employed approximately 13,000 people. None of our employees were covered by collective bargaining agreements.

## Intellectual Property

We own or license and use a number of trademarks, trade names, copyrights, service marks, trade secrets, computer programs and software, and other intellectual property rights. Taken as a whole, our intellectual property rights are material to the conduct of our business. Where it is determined to be appropriate, we take measures to protect our intellectual property rights, including, but not limited to, confidentiality/non-disclosure agreements or policies with employees, vendors, and others; license agreements with licensees and licensors of intellectual property; and registration of certain trademarks. We believe that the “Paychex” name, trademark, and logo are of material importance to us.

## Seasonality

There is no significant seasonality to our business. However, during our third fiscal quarter, which ends in February, the number of new payroll clients, new retirement services clients, and new Paychex HR Services worksite employees tends to be higher than during the rest of the fiscal year, primarily because many new clients prefer to start using our services at the beginning of a calendar year. In addition, calendar year-end transaction processing and client funds activity are traditionally higher during our third fiscal quarter due to clients paying year-end bonuses and requesting additional year-end services. Historically, as a result of these factors, our total revenue has been slightly higher in our third fiscal quarter, with greater sales commission expenses also reported in that quarter.

## Available Information

We are subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Therefore, we file periodic reports, proxy statements, and other information with the SEC. Such reports may be read and copied at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. The SEC also maintains a website (www.sec.gov) that includes our reports, proxy statements, and other information.



Our corporate website, www.paychex.com, provides materials for investments and information about our services. Our Form 10-Ks, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other SEC filings, as well as any amendments to such reports and filings, are made available, free of charge, on our website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC. Also, copies of our Annual Report to Stockholders and Proxy Statement, to be issued in connection with our 2015 Annual Meeting of Stockholders, will be made available, free of charge, upon written request submitted to Paychex, Inc., c/o Corporate Secretary, 911 Panorama Trail South, Rochester, New York 14625-2396.

## Item 1A. Risk Factors

Our future results of operations are subject to a number of risks and uncertainties. These risks and uncertainties could cause actual results to differ materially from historical and current results, and from our projections. The risk factors described below represent our current view of some of the most important risks facing our business and are important to understanding our business. The risks described below are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial also may adversely affect, possibly to a material extent, our business, cash flows, financial condition, or results of operations in future periods. In addition, you should refer to the description of forward-looking statements at the beginning of Part I of this Form 10-K.

Our services may be adversely impacted by changes in government regulations and policies: Many of our services, particularly payroll tax administration services and employee benefit plan administration services, are designed according to government regulations that continually change. Changes in regulations could affect the extent and type of benefits employers are required, or may choose, to provide employees or the amount and type of taxes employers and employees are required to pay. Such changes could reduce or eliminate the need for some of our services and substantially decrease our revenue. Added requirements could also increase our cost of doing business. Failure to educate and assist our clients regarding new or revised legislation that impacts them could have an adverse impact on our reputation. Failure by us to modify our services in a timely fashion in response to regulatory changes could have a material adverse effect on our business and results of operations.

Our clients and our business could be adversely impacted by health care reform: The Act was enacted in March 2010 and entails sweeping health care reforms with staggered effective dates from 2010 through 2018. Many provisions of the Act require the issuance of additional guidance from the U.S. Departments of Labor and Health & Human Services, the Internal Revenue Service (the “IRS”), and the States.

As a service provider, we have a responsibility to our clients to help them understand their increased obligations under the federal and state regulations facing employers under the Act. Failure to provide clients with appropriate information or solutions to effectively manage their health care benefits and related costs could have an adverse impact on our reputation and a negative impact on our client base. There is no guarantee that solutions we have developed to help clients navigate health care legislation will continue to be readily accepted by clients, which could have a material adverse impact on our insurance services business. Insurance services revenue is at risk for lower commission revenue from underwriters if clients move away from traditional insurance policies utilized in the past or as a result of pressure on commission rates, driven by restrictions on insurers as to use of premiums. Refer to the discussion on page 10 regarding changes in health insurance and workers' compensation insurance rates and underlying claim trends for discussion of health care reform as it impacts our PEO.

We may not be able to keep pace with changes in technology or provide timely enhancements to our products and services: To maintain our growth strategy, we must adapt and respond to technological advances and technological requirements of our clients. Our future success will depend on our ability to enhance capabilities and increase the performance of our internal systems, particularly our systems that meet our clients' requirements. We continue to make significant investments related to the development of new technology. If our systems become outdated, we may be at a disadvantage when competing in our industry. There can be no assurance that our efforts to update and integrate systems will be successful. If we do not integrate and update our systems in a timely manner, or if our investments in technology fail to provide the expected results, there could be a material adverse effect to our business and results of operations.



Our business and reputation may be affected by security breaches and other disruptions to our information technology infrastructure, which could compromise Company and personal customer information: We rely upon information technology networks and systems to process, transmit, and store electronic information, and to support a variety of business processes. If we experience a problem with the functioning of key systems or a security breach of our systems, the resulting disruptions could have a material adverse effect on our business.

We also collect, use, and retain large amounts of personal information about our clients and their employees that is critical to the accurate and timely provision of services to our clients. This information includes bank account numbers, credit card numbers, tax return information, social security numbers, health care information, retirement account information, payroll information, and Paychex system passwords. In addition, we also collect and maintain personal information on our employees in the ordinary course of our business. As many of our services are web-based and mobile-application-based, the amount of data we store for our users on our servers has been increasing. Vulnerabilities, threats, and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks, and the confidentiality, availability, and integrity of our data. We have security systems and information technology infrastructure in place designed to detect and protect against unauthorized access to such information. However, there is no guarantee that our systems and processes are adequate to protect against all security breaches. Third parties, including vendors that provide services for our operations, could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure.

If our systems are disrupted or fail for any reason, or if our systems are infiltrated by unauthorized persons, both the Company and our clients could experience data loss, financial loss, harm to reputation, or significant business interruption. We may be required to incur significant costs to protect against damage caused by disruptions or security breaches in the future. Such events may expose us to unexpected liability, litigation, regulatory investigation and penalties, loss of clients' business, unfavorable impact to business reputation, and there could be a material adverse effect on our business and results of operations.

In the event of a catastrophe, our business continuity plan may fail, which could result in the loss of client data and adversely interrupt operations: Our operations are dependent on our ability to protect our infrastructure against damage from catastrophe or natural disaster, severe weather including events resulting from climate change, unauthorized security breach, power loss, telecommunications failure, terrorist attack, or other events that could have a significant disruptive effect on our operations. We have a business continuity plan in place in the event of system failure due to any of these events. Our business continuity plan has been tested in the past by circumstances of severe weather, including hurricanes, floods, and snowstorms, and has been successful. However, these past successes are not an indicator of success in the future. If the business continuity plan is unsuccessful in a disaster recovery scenario, we could potentially lose client data or experience material adverse interruptions to our operations or delivery of services to our clients.

We may be adversely impacted by any failure of third-party service providers to perform their functions: As part of providing services to clients, we rely on a number of third-party service providers. These service providers include, but are not limited to, couriers used to deliver client payroll checks and banks used to electronically transfer funds from clients to their employees. Failure by these service providers, for any reason, to deliver their services in a timely manner could result in material interruptions to our operations, impact client relations, and result in significant penalties or liabilities to us.

We may be exposed to additional risks related to our co-employment relationship within our PEO business: Many federal and state laws that apply to the employer-employee relationship do not specifically address the obligations and responsibilities of the “co-employment” relationship. As a result, there is a possibility that we may be subject to liability for violations of employment or discrimination laws by our clients and acts or omissions of client employees, who may be deemed to be our agents, even if we do not participate in any such acts or violations. Although our agreements with clients provide that they will indemnify us for any liability attributable to their own or their employees’ conduct, we may not be able to effectively enforce or collect such contractual obligations. In addition, we could be subject to liabilities with respect to our employee benefit plans if it were determined that we are not the “employer” under any applicable state or federal laws.



We may be adversely impacted by changes in health insurance and workers' compensation rates and underlying claims trends: Within our PEO business, we maintain health and workers' compensation insurance covering worksite employees. The insurance costs are impacted by claim experience and are a significant portion of our PEO costs. If we experience a sudden or unexpected increase in claim activity, our costs could increase. In addition, in the event of expiration or cancellation of existing contracts, we may not be able to secure replacement contracts on competitive terms. Also, as a co-employer in the PEO, we assume or share many of the employer-related responsibilities associated with health care reform, which may result in increased costs. Increases in costs not incorporated into service fees timely or fully could have a material adverse effect on our results of operations. Incorporating cost increases into service fees could also impact our ability to attract and retain clients.

Our interest earned on funds held for clients may be impacted by changes in government regulations mandating the amount of tax withheld or timing of remittance: We receive interest income from investing client funds collected but not yet remitted to applicable tax or regulatory agencies or to client employees. A change in regulations either decreasing the amount of taxes to be withheld or allowing less time to remit taxes to applicable tax or regulatory agencies could adversely impact interest income.

We may be adversely impacted by volatility in the financial and economic environment: During periods of weak economic conditions, employment levels tend to decrease and interest rates may become more volatile. These conditions may impact our business due to lower transaction volumes or an increase in the number of clients going out of business. Current or potential clients may decide to reduce their spending on payroll and other outsourcing services. In addition, new business formation may be affected by an inability to obtain credit. The interest we earn on funds held for clients may decrease as a result of a decline in funds available to invest and lower interest rates. In addition, during periods of volatility in the credit markets, certain types of investments may not be available to us or may become too risky for us to invest in, further reducing the interest we may earn on client funds. Constriction in the credit markets may impact the availability of financing, even to borrowers with the highest credit ratings. Historically, we have rarely borrowed against available credit arrangements to meet liquidity needs. However, should we require additional short-term liquidity during days of large outflows of client funds, a credit constriction may limit our ability to access those funds or the flexibility to obtain them at interest rates that would be acceptable to us. If all of these financial and economic circumstances were to remain in effect for an extended period of time, there could be a material adverse effect on our results of operations and financial condition.

Quantitative and qualitative disclosures about market risk: Refer to Item 7A of this Form 10-K for a discussion on Market Risk Factors, which could have a material adverse effect on our business and results of operations.

## Item 1B. Unresolved Staff Comments

None.

## Item 2. Properties

We owned and leased the following properties as of May 31, 2015:

<table><tr><td></td><td>Square feet</td></tr><tr><td>Owned facilities:</td><td></td></tr><tr><td>Rochester, New York</td><td>721,000</td></tr><tr><td>Other U.S. locations</td><td>65,000</td></tr><tr><td>Total owned facilities</td><td>786,000</td></tr><tr><td>Leased facilities:</td><td></td></tr><tr><td>Rochester, New York</td><td>189,000</td></tr><tr><td>Other U.S. locations</td><td>2,032,000</td></tr><tr><td>International locations</td><td>28,000</td></tr><tr><td>Total leased facilities</td><td>2,249,000</td></tr></table>



Our facilities in Rochester, New York house various distribution, processing, and technology functions, certain ancillary functions, a telemarketing unit, and other back-office functions. Facilities outside of Rochester, New York are at various locations throughout the U.S. and house our regional, branch, and sales offices and data processing centers. These locations are concentrated in metropolitan areas. Our international locations are primarily in Germany and house our German branch and sales locations. We believe that adequate, suitable lease space will continue to be available to meet our needs.

## Item 3. Legal Proceedings

We are subject to various claims and legal matters that arise in the normal course of our business. These include disputes or potential disputes related to breach of contract, tort, breach of fiduciary duty, employment-related claims, tax claims, and other matters.

Our management currently believes that resolution of outstanding legal matters will not have a material adverse effect on our financial position or results of operations. However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of these matters could have a material adverse impact on the Company’s financial position and the results of operations in the period in which any such effect is recorded.

## Item 4. Mine Safety Disclosures

Not applicable.

## PART II

## Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock trades on the NASDAQ Global Select Market under the symbol “PAYX.” Dividends have historically been paid on our common stock in August, November, February, and May. The level and continuation of future dividends are dependent on our future earnings and cash flows, and are subject to the discretion of our Board of Directors (the “Board.”)

As of June 30, 2015, there were 13,351 holders of record of our common stock, which includes registered holders and participants in the Paychex, Inc. Dividend Reinvestment and Stock Purchase Plan. There were also 6,948 participants in the Paychex, Inc. Employee Stock Purchase Plan and 5,043 participants in the Paychex, Inc. Employee Stock Ownership Plan.

The high and low sale prices for our common stock as reported on the NASDAQ Global Select Market and dividends for fiscal 2015 and the fiscal year ended May 31, 2014 (“fiscal 2014”) are as follows:

<table><tr><td rowspan="3"></td><td colspan="4">Fiscal 2015</td><td colspan="4">Fiscal 2014</td></tr><tr><td colspan="2">Sales prices</td><td rowspan="2">Cash dividends declared per share</td><td colspan="2">Sales prices</td><td colspan="2">Cash dividends declared per share</td></tr><tr><td>High</td><td>Low</td><td>High</td><td>Low</td><td>High</td><td>Low</td></tr><tr><td>First quarter</td><td>42.66</td><td>$40.10</td><td>$0.38</td><td>$40.84</td><td>$35.75</td><td>$0.35</td><td></td></tr><tr><td>Second quarter</td><td>48.20</td><td>$41.59</td><td>$0.38</td><td>$44.01</td><td>$36.80</td><td>$0.35</td><td></td></tr><tr><td>Third quarter</td><td>50.19</td><td>$44.52</td><td>$0.38</td><td>$45.95</td><td>$39.86</td><td>$0.35</td><td></td></tr><tr><td>Fourth quarter</td><td>51.72</td><td>$48.00</td><td>$0.38</td><td>$43.56</td><td>$39.80</td><td>$0.35</td><td></td></tr></table>

The closing price of our common stock as of May 29, 2015, as reported on the NASDAQ Global Select Market, was $49.41 per share.

In May 2014, the Board approved a program to repurchase up to $350 million of its common stock with authorization expiring on May 31, 2017. Shares of stock repurchased during the three months ended May 31, 2015 were purchased pursuant to the program and were retired.



The following table provides information relating to our repurchase of common stock during the three months ended May 31, 2015:

<table><tr><td>Period</td><td>Total number of shares purchased</td><td>Average price paid per share</td><td>Approximate dollar value of shares that may yet be purchased under the program</td></tr><tr><td>March 1, 2015 — March 31, 2015</td><td>—</td><td>$ —</td><td>$279,566,285</td></tr><tr><td>April 1, 2015 — April 30, 2015</td><td>1,718,724</td><td>$49.18</td><td>$195,038,017</td></tr><tr><td>May 1, 2015 — May 31, 2015</td><td>560,458</td><td>$48.95</td><td>$167,604,108</td></tr><tr><td>Total for the period</td><td>2,279,182</td><td>$49.12</td><td>$167,604,108</td></tr></table>

The following graph shows a five-year comparison of the total cumulative returns of investing $100 on May 31, 2010, in Paychex common stock, the S&P 500 Index, and a Peer Group Index. All comparisons of stock price performance shown assume reinvestment of dividends. We are a participant in the S&P 500 Index, a market group of companies with a larger than average market capitalization. Our Peer Group is a group of companies with comparable revenue and net income, who are in a comparable industry, or who are direct competitors of Paychex (as detailed on the following page).

STOCK PRICE PERFORMANCE GRAPH



There can be no assurance that our stock performance will continue into the future with the same or similar trends depicted in the graph above. We will neither make nor endorse any predictions as to future stock performance.



Our Peer Group is comprised of the following companies:

Automatic Data Processing, Inc. (direct competitor) Broadridge Financial Solutions, Inc.
Fiserv, Inc. Robert Half International Inc.
The Western Union Company Intuit Inc.
Total Systems Services, Inc. Iron Mountain Incorporated
Global Payments Inc. Moody’s Corporation
The Brink’s Company H&R Block, Inc.
DST System, Inc. TD AMERITRADE Holding Corporation
The Dun & Bradstreet Corporation

## Item 6. Selected Financial Data

<table><tr><td colspan="6">In millions, except per share amounts</td></tr><tr><td>Year ended May 31,</td><td>2015</td><td>2014 (1)</td><td>2013 (2)</td><td>2012</td><td>2011</td></tr><tr><td>Service revenue</td><td>$2,697.5</td><td>$2,478.2</td><td>$2,285.2</td><td>$2,186.2</td><td>$2,036.2</td></tr><tr><td>Interest on funds held for clients</td><td>42.1</td><td>40.7</td><td>41.0</td><td>43.6</td><td>48.1</td></tr><tr><td>Total revenue</td><td>$2,739.6</td><td>$2,518.9</td><td>$2,326.2</td><td>$2,229.8</td><td>$2,084.3</td></tr><tr><td>Operating income</td><td>$1,053.6</td><td>$ 982.7</td><td>$ 904.8</td><td>$ 853.9</td><td>$ 786.4</td></tr><tr><td>Net income</td><td>$ 674.9</td><td>$ 627.5</td><td>$ 569.0</td><td>$ 548.0</td><td>$ 515.3</td></tr><tr><td>Diluted earnings per share</td><td>$ 1.85</td><td>$ 1.71</td><td>$ 1.56</td><td>$ 1.51</td><td>$ 1.42</td></tr><tr><td>Cash dividends per common share</td><td>$ 1.52</td><td>$ 1.40</td><td>$ 1.31</td><td>$ 1.27</td><td>$ 1.24</td></tr><tr><td>Purchases of property and equipment</td><td>$ 102.8</td><td>$ 84.1</td><td>$ 98.7</td><td>$ 89.6</td><td>$ 100.5</td></tr><tr><td>Cash and total corporate investments</td><td>$ 936.4</td><td>$ 936.8</td><td>$ 874.6</td><td>$ 790.0</td><td>$ 671.3</td></tr><tr><td>Total assets</td><td>$ 6,482.5</td><td>$ 6,370.1</td><td>$ 6,163.7</td><td>$ 6,479.6</td><td>$ 5,393.8</td></tr><tr><td>Total debt</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td></tr><tr><td>Stockholders’ equity</td><td>$ 1,785.5</td><td>$ 1,777.0</td><td>$ 1,773.7</td><td>$ 1,604.5</td><td>$ 1,496.2</td></tr><tr><td>Return on stockholders’ equity</td><td>36%</td><td>35%</td><td>34%</td><td>34%</td><td>35%</td></tr></table>

(1) With the introduction of a new health care offering within the PEO, the Company began to recognize certain PEO direct costs as operating expenses rather than as a reduction in service revenue. In the table above, this impacted service revenue and total revenue, but had no impact on operating income.

(2) In the fourth quarter of fiscal 2013, the Company increased its tax provision related to the settlement of a state income tax matter. This reduced diluted earnings per share by approximately $0.04 per share.

## Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations reviews the operating results of Paychex, Inc. and its wholly owned subsidiaries (“Paychex,” “we,” “our,” or “us”) for each of the three fiscal years ended May 31, 2015 (“fiscal 2015”), May 31, 2014 (“fiscal 2014”), and May 31, 2013 (“fiscal 2013”), and our financial condition as of May 31, 2015. This review should be read in conjunction with the accompanying consolidated financial statements and the related notes to consolidated financial statements contained in Item 8 of this Annual Report on Form 10-K (“Form 10-K”) and the “Risk Factors” discussed in Item 1A of this Form 10-K. Forward-looking statements in this review are qualified by the cautionary statement under the heading “Cautionary Note Regarding Forward-Looking Statements Pursuant to the United States Private Securities Litigation Reform Act of 1995” contained at the beginning of Part I of this Form 10-K.



## Overview

We are a leading provider of payroll, human resource, insurance, and benefits outsourcing solutions for small- to medium-sized businesses. We offer a comprehensive portfolio of human capital management (“HCM”) services and products that allow our clients to meet their diverse payroll and human resource needs. Our payroll processing services, the foundation of our service model, include:

• payroll processing;

• payroll tax administration services;

• employee payment services; and

• regulatory compliance services (new-hire reporting and garnishment processing).

We support small-business companies through our core payroll, utilizing our robust Paychex Flex \( ^{SM} \)  platform, and our software-as-a-service (“SaaS”) SurePayroll \( ^{®} \)  products. Mid-market companies typically have more sophisticated payroll and benefits needs, and are primarily serviced through our Paychex Flex Enterprise solution set, which offers an integrated suite of HCM solutions tied together by the Paychex Flex platform, or through our traditional mid-market platform. Our SaaS solution through Paychex Flex Enterprise integrates payroll processing with human resource management, employee benefits administration, time and labor management, and applicant tracking and onboarding solutions.

We offer a suite of complementary Human Resource Services (“HRS”) products including:

• comprehensive human resource outsourcing through Paychex HR Services, under which we offer Paychex HR Solutions, our administrative services organization (“ASO”), and Paychex PEO, our professional employer organization (“PEO”);

• retirement services administration;

• insurance services;

• online HR administration services, including time and attendance, benefit enrollment, recruiting and onboarding; and

• other human resource services and products.

Our mission is to be the leading provider of payroll, human resource, and employee benefits services for small- and mid-sized companies by being an essential partner with America’s businesses. We believe success in this mission will lead to strong long-term financial performance. Our strategy focuses on flexible, convenient service; industry-leading, integrated technology; solid sales execution; providing a comprehensive suite of value-added HCM services; continued service penetration; and engaging in strategic acquisitions.

We continue to drive growth in clients, revenue, and profits. We are managing our personnel costs and expenses while continuing to invest in our business, particularly in leading-edge technology. We believe these investments are critical to our success. Looking to the future, we believe that investing in our products, people, and service capabilities will position us to capitalize on opportunities for long-term growth.

Our financial results for fiscal 2015 reflected sustained growth in our business. Payroll service revenue continued to experience steady growth of 4% for fiscal 2015 as compared with fiscal 2014, driven by growth in revenue per check and clients. We achieved a milestone of $1 billion of HRS revenue for fiscal 2015, as strong demand for our comprehensive human resource outsourcing solutions drove double-digit growth. Our sales execution was strong as we achieved significant growth in new annualized revenue. For the third year in a row, we achieved record levels of client retention, ending fiscal 2015 in excess of 82% of the beginning of the year client base.

Our financial results continue to be impacted by the interest rate environment as interest rates available on high-quality financial instruments remain low, but steady. The Federal Funds rate has been at a range of zero to 0.25% since December 2008. Our combined funds held for clients and corporate investment portfolios earned an average rate of return of 1.0% for fiscal years 2015, 2014, and 2013.



Highlights of our financial results for fiscal 2015, compared to fiscal 2014, are as follows:

• Total service revenue increased 9% to $2.7 billion.

— Payroll service revenue increased 4% to $1.7 billion.

— HRS revenue increased 18% to $1.0 billion.

• Interest on funds held for clients increased 3% to $42.1 million.

• Total revenue increased 9% to $2.7 billion.

• Operating income increased 7% to $1.1 billion.

• Net income and diluted earnings per share each increased 8% to $674.9 million and $1.85 per share, respectively.

• Dividends of $551.8 million were paid to stockholders, representing 82% of net income.

## Business Outlook

Our client base totaled approximately 590,000 clients as of May 31, 2015, compared to approximately 580,000 clients as of May 31, 2014, and approximately 570,000 clients as of May 31, 2013. Our client base increased approximately 2% for fiscal 2015 and fiscal 2014, up from growth of approximately 1% for fiscal 2013.

For fiscal 2015, payroll services client retention was at a record level in excess of 82% of our beginning of the year client base. Our client satisfaction results remained high, which we believe is a result of our focus on providing innovative technology solutions and outstanding personal service to our clients to maximize client retention.

While HRS provides services to employers and employees beyond payroll, they effectively leverage payroll processing data and, therefore, are beneficial to our operating margin. Our online HR administration services are often included as part of the SaaS solutions for mid-market clients. The following table illustrates the growth in selected HRS service offerings:

<table><tr><td rowspan="2"></td><td rowspan="2">Balance at May 31, 2015</td><td colspan="3">Growth rates for fiscal year</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Paychex HR Services client worksite employees</td><td>858,000</td><td>12%</td><td>14%</td><td>9%</td></tr><tr><td>Paychex HR Services clients</td><td>31,000</td><td>11%</td><td>13%</td><td>10%</td></tr><tr><td>Health and benefits services applicants</td><td>142,000</td><td>6%</td><td>3%</td><td>8%</td></tr><tr><td>Retirement services plans</td><td>70,000</td><td>6%</td><td>5%</td><td>4%</td></tr></table>

We continue to position ourselves to capitalize on the opportunities arising from the shift to SaaS solutions as we increase our investment in product development relating to our SaaS capabilities and mobile applications. In fiscal 2015, we broadened our portfolio of value-added services, offering the following new or upgraded payroll and human resource services:

• We introduced Paychex Flex, a solution that includes our leading-edge, cloud-based platform and mobility applications, with a multi-tiered service offering, which streamlines workforce management through innovative technology and flexible choice of service. This provides a unique blend of both service and software that we believe differentiates us from our competitors. The comprehensive, cloud-based Paychex Flex platform offers powerful capabilities in a simple user experience that is adaptive to the needs of users across the HCM spectrum — recruiters and recruits, HR and payroll stakeholders, benefits administrators, employees, contractors, financial advisors, and accounting partners. All Paychex services, including payroll, time and attendance, HR, benefits, training, and performance management, are accessible on a single cloud-based platform with Paychex Single Sign-On. The mobile apps within Paychex Flex give employers access to the fullest set of employee data available on-the-go, in addition to plan-level views of retirement, health, and benefit accounts. Likewise, employees receive visibility into a wide set of personal and benefits data and functionality, including the industry’s broadest set of retirement self-service features.



• We also expanded our mobile applications by introducing mobile applications for our Paychex Accounting Online \( ^{®} \)  services, time and attendance, and our expense management solution. The Paychex Accounting Online mobile application allows users to access their Paychex Accounting Online account from their iPad \( ^{®} \) , iPhone \( ^{®} \) , and iPod Touch \( ^{®} \)  in order to keep track of their business finances anywhere and anytime. Paychex Time provides a mobile time punch app that offers the quickest mobile punch possible. The mobile interface for expense management provides clients and their employees with anytime, anywhere accessibility to view, review, and analyze expense reports, upload receipt images, and check on the status of an expense report.

• We acquired nettime solutions, LLC, a leading cloud-based time and attendance solutions provider. This small- business acquisition pairs Paychex’s exceptional customer service with the SaaS time and attendance technology of a market leader.

• We released the newest version of our applicant tracking system, myStaffingPro \( ^{®} \) , which has expanded mobility and new features. These new features are designed to enhance the candidate experience by reducing data entry, improving completion rates, and providing the ability to create candidate differentiators. The improved candidate experience helps our clients increase their applicant pools and they can also utilize enhanced tools to screen applicants.

• Our full-service Paychex Employer Shared Responsibility (“ESR”) services are experiencing strong market acceptance. The Affordable Care Act (“ACA”) sets forth specific coverage and reporting requirements that employers must meet. Paychex ESR services help clients navigate the complexities of those requirements, avoid steep fines and penalties, and reduce ACA-related administrative work.

We continue to strengthen our position as an expert in our industry by serving as a source of education and information to clients, small businesses, and other interested parties. We provide free webinars, white papers, and other information on our website to aid existing and prospective clients with the impact of regulatory changes. The Paychex Insurance Agency, Inc. website, www.paychexinsurance.com, helps small-business owners navigate the area of insurance coverage. Both this website and www.paychex.com have sections dedicated to the topic of health care reform.

## Financial position and liquidity

Our financial position as of May 31, 2015 remained strong with cash and total corporate investments of $936.4 million and no debt. Our investment strategy focuses on protecting principal and optimizing liquidity. Yields on high quality financial instruments remain low, negatively impacting our income earned on funds held for clients and corporate investments. We invest predominantly in municipal bonds including general obligation bonds, pre-refunded bonds that are secured by a United States (“U.S.”) government escrow, and essential services revenue bonds. During fiscal 2015, our primary short-term investment vehicles were high quality variable rate demand notes (“VRDNS”) and bank demand deposit accounts.

A substantial portion of our portfolio is invested in high credit quality securities with AAA and AA ratings and A-1/P-1 ratings on short-term securities. We limit the amounts that can be invested in any single issuer and invest in short- to intermediate-term instruments whose fair value is less sensitive to interest rate changes. We believe that our investments as of May 31, 2015 were not other-than-temporarily impaired, nor has any event occurred subsequent to that date that would indicate any other-than-temporary impairment.

Our primary source of cash is our ongoing operations. Cash flow from operations was $895.2 million for fiscal 2015. Historically, we have funded our operations, capital purchases, business acquisitions, share repurchases, and dividend payments from our operating activities. Our positive cash flows in fiscal 2015 allowed us to support our business growth and to pay substantial dividends to our stockholders. During fiscal 2015, dividends paid to stockholders were 82% of net income. It is anticipated that cash and total corporate investments as of May 31, 2015, along with projected operating cash flows, will support our normal business operations, capital purchases, business acquisitions, share repurchases, and dividend payments for the foreseeable future.

For further analysis of our results of operations for fiscal years 2015, 2014, and 2013, and our financial position as of May 31, 2015, refer to the tables and analysis in the “Results of Operations” and “Liquidity and Capital Resources” sections of this Item 7 and the discussion in the “Critical Accounting Policies” section of this Item 7.



## Outlook

Our outlook for the fiscal year ending May 31, 2016 (“fiscal 2016”) is based upon current market, economic, and interest rate conditions continuing with no significant changes. Our expected fiscal 2016 payroll revenue growth rate is based upon anticipated client base growth and increases in revenue per check. Our anticipated HRS revenue growth for fiscal 2016 reflects the impact of the minimum premium plan offering within our PEO being in place for a full year in fiscal 2015.

Our fiscal 2016 guidance is as follows:

<table><tr><td></td><td>Low</td><td>High</td></tr><tr><td>Payroll service revenue</td><td>4%</td><td>5%</td></tr><tr><td>HRS revenue</td><td>10%</td><td>13%</td></tr><tr><td>Total service revenue</td><td>7%</td><td>8%</td></tr><tr><td>Net income</td><td>8%</td><td>9%</td></tr></table>

Operating income, net of certain items, as a percent of total service revenue, is expected to be approximately 38% for fiscal 2016. The effective income tax rate for fiscal 2016 is expected to be consistent with that experienced in fiscal 2015.

Interest on funds held for clients for fiscal 2016 is expected to be relatively flat. The average rate of return on our combined funds held for clients and corporate investment portfolios is expected to be approximately 1.0% for fiscal 2016. As of May 31, 2015, the long-term investment portfolio had an average yield-to-maturity of 1.6% and an average duration of 3.2 years.

Purchases of property and equipment for fiscal 2016 are expected to be in the range of $110 million to $120 million. This includes costs for internally developed software as we continue to invest in our service-supporting technology. Fiscal 2016 depreciation expense is projected to be in the range of $95 million to $105 million, and we project amortization of intangible assets for fiscal 2016 to be in the range of $10 million to $15 million.

## Results of Operations

Summary of Results of Operations for the Fiscal Years Ended May 31:

<table><tr><td>In millions, except per share amounts</td><td>2015</td><td>Change</td><td>2014</td><td>Change</td><td>2013</td></tr><tr><td>Revenue:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Payroll service revenue</td><td>$1,656.8</td><td>4%</td><td>$1,599.3</td><td>4%</td><td>$1,539.2</td></tr><tr><td>HRS revenue</td><td>1,040.7</td><td>18%</td><td>878.9</td><td>18%</td><td>746.0</td></tr><tr><td>Total service revenue</td><td>2,697.5</td><td>9%</td><td>2,478.2</td><td>8%</td><td>2,285.2</td></tr><tr><td>Interest on funds held for clients</td><td>42.1</td><td>3%</td><td>40.7</td><td>(1)%</td><td>41.0</td></tr><tr><td>Total revenue</td><td>2,739.6</td><td>9%</td><td>2,518.9</td><td>8%</td><td>2,326.2</td></tr><tr><td>Combined operating and SG&amp;A expenses</td><td>1,686.0</td><td>10%</td><td>1,536.2</td><td>8%</td><td>1,421.4</td></tr><tr><td>Operating income</td><td>1,053.6</td><td>7%</td><td>982.7</td><td>9%</td><td>904.8</td></tr><tr><td>Investment income, net</td><td>6.4</td><td>17%</td><td>5.4</td><td>(18)%</td><td>6.6</td></tr><tr><td>Income before income taxes</td><td>1,060.0</td><td>7%</td><td>988.1</td><td>8%</td><td>911.4</td></tr><tr><td>Income taxes</td><td>385.1</td><td>7%</td><td>360.6</td><td>5%</td><td>342.4</td></tr><tr><td>Effective income tax rate</td><td>36.3%</td><td></td><td>36.5%</td><td></td><td>37.6%</td></tr><tr><td>Net income</td><td>$ 674.9</td><td>8%</td><td>$ 627.5</td><td>10%</td><td>$ 569.0</td></tr><tr><td>Diluted earnings per share</td><td>$ 1.85</td><td>8%</td><td>$ 1.71</td><td>10%</td><td>$ 1.56</td></tr></table>



We invest in highly liquid, investment-grade fixed income securities and do not utilize derivative instruments to manage interest rate risk. As of May 31, 2015, we had no exposure to high-risk or illiquid investments and had insignificant exposure to European investments. Details regarding our combined funds held for clients and corporate investment portfolios are as follows:

<table><tr><td rowspan="2">\( in millions</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Average investment balances:</td><td></td><td></td><td></td></tr><tr><td>Funds held for clients</td><td>$4,080.0</td><td>$3,968.7</td><td>$3,811.9</td></tr><tr><td>Corporate investments</td><td>1,011.5</td><td>973.8</td><td>834.7</td></tr><tr><td>Total</td><td>$5,091.5</td><td>$4,942.5</td><td>$4,646.6</td></tr><tr><td>Average interest rates earned (exclusive of net realized gains):</td><td></td><td></td><td></td></tr><tr><td>Funds held for clients</td><td>1.0%</td><td>1.0%</td><td>1.1%</td></tr><tr><td>Corporate investments</td><td>0.7%</td><td>0.7%</td><td>0.8%</td></tr><tr><td>Combined funds held for clients and corporate investments</td><td>1.0%</td><td>1.0%</td><td>1.0%</td></tr><tr><td>Total net realized gains</td><td>$ 0.3</td><td>$ 0.6</td><td>$ 0.9</td></tr><tr><td>$ in millions</td><td></td><td></td><td></td></tr><tr><td>As of May 31,</td><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Net unrealized gains on available-for-sale securities \( ^{(1)} \)</td><td>$ 13.6</td><td>$ 34.5</td><td>$ 34.7</td></tr><tr><td>Federal Funds rate \( ^{(2)} \)</td><td>0.25%</td><td>0.25%</td><td>0.25%</td></tr><tr><td>Total fair value of available-for-sale securities</td><td>$3,595.6</td><td>$3,391.4</td><td>$3,691.4</td></tr><tr><td>Weighted-average duration of available-for-sale securities in years \( ^{(3)} \)</td><td>3.2</td><td>3.0</td><td>3.1</td></tr><tr><td>Weighted-average yield-to-maturity of available-for-sale securities \( ^{(3)} \)</td><td>1.6%</td><td>1.6%</td><td>1.8%</td></tr></table>

(1) The net unrealized gain on our investment portfolios was approximately $20.9 million as of July 16, 2015.

(2) The Federal Funds rate was a range of zero to 0.25% as of May 31, 2015, 2014, and 2013.

(3) These items exclude the impact of VRDNs, as they are tied to short-term interest rates.

Payroll service revenue: Payroll service revenue was $1.7 billion for fiscal 2015 and $1.6 billion for fiscal 2014, reflecting growth of 4% compared to each of the respective prior fiscal year periods. Both fiscal 2015 and fiscal 2014 benefited from increases in revenue per check and clients. In addition, fiscal 2014 revenue benefited from an increase in checks per payroll. Growth in checks per payroll was flat for fiscal 2015. Revenue per check was positively impacted by price increases and increased product penetration, partially offset by discounting during the fiscal year.

For fiscal 2015 and fiscal 2014, our total payroll client base growth was approximately 2%. Client retention reached record levels for both years and was in excess of 82% of the beginning of the year client base for fiscal 2015 and was approximately 82% of the beginning of the year client base for fiscal 2014.

Human Resource Services revenue: HRS revenue was $1.0 billion for fiscal 2015 and $878.9 million for fiscal 2014, reflecting growth of 18% compared to each of the respective prior fiscal year periods. This growth was positively impacted by the minimum premium plan health insurance offering for our PEO clients and their employees, which was introduced in the second half of fiscal 2014. This product offering contributed six percentage points of the fiscal 2015 growth in HRS revenue compared to three percentage points for fiscal 2014.

For both fiscal 2015 and fiscal 2014, the growth in HRS revenue was attributable to client base growth, as reflected in the table below. The most significant of these contributors are as follows:

• Paychex HR Services revenue, our largest HRS revenue stream at slightly less than one-half of HRS revenue for fiscal 2015, was positively impacted by an 11% growth in clients and a 12% growth in client worksite employees. For fiscal 2014, Paychex HR Services revenue benefited from a 13% increase in



clients and a 14% increase in client worksite employees. During both fiscal 2015 and fiscal 2014, the PEO experienced strong demand contributing to the increase in the growth rate for Paychex HR Services revenue.

• Retirement services revenue is our second largest HRS revenue stream. Retirement services revenue for fiscal 2015 benefited from pricing, along with a 6% growth in the number of plans served and 7% growth in the average asset value of retirement services participants' funds. Retirement services revenue for fiscal 2014 reflected a 5% increase in the number of plans served, price increases, and a 13% increase in the asset value of retirement services participant's funds. The asset fee revenue earned on the value of participants' funds for fiscal 2014 was partially offset by the impact from a shift in the mix of assets within these funds to investments that earn lower fees from external managers.

• Insurance services revenue growth for both fiscal 2015 and fiscal 2014 reflected increases in premiums and clients for workers’ compensation insurance services and in the number of health and benefits applicants. In fiscal 2015, insurance services revenue benefited from the introduction of our full service product aimed at assisting clients with health care reform requirements, which has gained market acceptance.

• Our online HR administration products, including time and attendance and human resource management, contributed to growth through strong sales of our SaaS solutions. Time and attendance solutions benefited from a small-business acquisition in fiscal 2015.

HRS product key statistics are as follows:

<table><tr><td>$ in billions As of May 31,</td><td>2015</td><td>Change</td><td>2014</td><td>Change</td><td>2013</td></tr><tr><td>Paychex HR Services client worksite employees</td><td>858,000</td><td>12%</td><td>766,000</td><td>14%</td><td>672,000</td></tr><tr><td>Paychex HR Services clients</td><td>31,000</td><td>11%</td><td>28,000</td><td>13%</td><td>25,000</td></tr><tr><td>Health and benefits services applicants</td><td>142,000</td><td>6%</td><td>134,000</td><td>3%</td><td>131,000</td></tr><tr><td>Retirement services plans</td><td>70,000</td><td>6%</td><td>66,000</td><td>5%</td><td>62,000</td></tr><tr><td>Asset value of retirement services participants&#x27; funds</td><td>$ 23.5</td><td>7%</td><td>$ 21.9</td><td>13%</td><td>$ 19.3</td></tr></table>

Total service revenue: Total service revenue increased 9% for fiscal 2015 and 8% for fiscal 2014, attributable to the factors previously discussed.

Interest on funds held for clients: Interest on funds held for clients increased 3% for fiscal 2015 after decreasing 1% for fiscal 2014. For fiscal 2015, the increase was primarily due to an increase in average investment balances, while average interest rates earned were flat. For fiscal 2014, the decline was the result of lower average interest rates earned, partially offset by an increase in average investment balances. The lower average interest rates earned in fiscal 2014 were the result of lower yields on high quality financial instruments.

Average investment balances for funds held for clients increased 3% for fiscal 2015 and 4% for fiscal 2014. The increase in average investment balances for fiscal 2015 was mainly driven by increases in client base and wage inflation. The increase for fiscal 2014 was largely due to the expiration of certain payroll tax cuts on December 31, 2012, which resulted in higher employee social security withholdings, along with increases in checks per payroll and client base and wage inflation.

Refer to the “Market Risk Factors” section, contained in Item 7A of this Form 10-K, for more information on changing interest rates.

Combined operating and SG&A expenses: The following table summarizes total combined operating and SG&A expenses for fiscal years:

<table><tr><td>In millions</td><td>2015</td><td>Change</td><td>2014</td><td>Change</td><td>2013</td></tr><tr><td>Compensation-related expenses</td><td>$1,096.8</td><td>9%</td><td>$1,003.9</td><td>5%</td><td>$ 955.8</td></tr><tr><td>Depreciation and amortization</td><td>106.6</td><td>2%</td><td>105.0</td><td>7%</td><td>98.2</td></tr><tr><td>Other expenses</td><td>482.6</td><td>13%</td><td>427.3</td><td>16%</td><td>367.4</td></tr><tr><td>Total expenses</td><td>$1,686.0</td><td>10%</td><td>$1,536.2</td><td>8%</td><td>$1,421.4</td></tr></table>



Total expenses increased 10% for fiscal 2015 and 8% for fiscal 2014. Both fiscal 2015 and fiscal 2014 were impacted by costs relating to the new minimum premium plan health insurance offering within our PEO, which contributed three percentage points of the increase in total expenses for fiscal 2015 and two percentage points for fiscal 2014.

The increases in total expenses were driven largely by growth in compensation-related expenses. For fiscal 2015, compensation-related expenses increased due to higher sales headcount and variable costs resulting from strong sales execution, along with higher employee-benefit-related costs, primarily medical expenses. For fiscal 2014, compensation-related expenses increased due to higher wages and performance-based compensation costs. The increase in wages was largely related to investments in product development and supporting technology, as well as sales force investment initiatives that began in fiscal 2013. As of May 31, 2015, we had approximately 13,000 employees, compared with 12,700 employees as of May 31, 2014.

Depreciation expense is primarily related to buildings, furniture and fixtures, data processing equipment, and software. Increases in depreciation expense were due to capital expenditures as we invested in technology and continued to grow our business. The higher growth rate for fiscal 2014 was related to additional internally developed software related to our leading-edge, cloud-based platform that was placed in service during the year. Amortization of intangible assets is primarily related to client list acquisitions, which are amortized using either straight-line or accelerated methods.

Other expenses include items such as non-capital equipment, delivery, forms and supplies, communications, travel and entertainment, professional services, and other costs incurred to support our business. Other expenses increased due to costs relating to the new minimum premium plan health care offering in the PEO. In addition, continued investment in product development and supporting technology impacted other expense growth for both fiscal 2015 and fiscal 2014.

Operating income: Operating income increased 7% for fiscal 2015 and 9% for fiscal 2014. The fluctuations in operating income were attributable to the factors previously discussed.

Operating income, net of certain items, is as follows for fiscal years:

<table><tr><td>In millions</td><td>2015</td><td>Change</td><td>2014</td><td>Change</td><td>2013</td></tr><tr><td>Operating income</td><td>$1,053.6</td><td>7%</td><td>$982.7</td><td>9%</td><td>$904.8</td></tr><tr><td>Excluding: Interest on funds held for clients</td><td>(42.1)</td><td>3%</td><td>(40.7)</td><td>(1)%</td><td>(41.0)</td></tr><tr><td>Operating income, net of certain items (1)</td><td>$1,011.5</td><td>7%</td><td>$942.0</td><td>9%</td><td>$863.8</td></tr></table>

(1) Operating income, net of certain items is a non-GAAP measure. Refer to further discussion under “Non-GAAP Financial Measure” discussion that follows.

Operating income, net of certain items, as a percentage of service revenue was approximately 38% for each of the fiscal years 2015, 2014, and 2013. Operating income, net of certain items, for fiscal 2015 and fiscal 2014 was impacted by the growth in the minimum premium plan within the PEO. This product offering is a lower-margin product.

Non-GAAP Financial Measure: In addition to reporting operating income, a U.S. generally accepted accounting principle (“GAAP”) measure, we present operating income, net of certain items, which is a non-GAAP measure. We believe operating income, net of certain items, is an appropriate additional measure, as it is an indicator of our core business operations performance period over period. It is also the basis of the measure used internally for establishing the following year’s targets and measuring management’s performance in connection with certain performance-based compensation payments and awards. Operating income, net of certain items, excludes interest on funds held for clients. Interest on funds held for clients is an adjustment to operating income due to the volatility of interest rates, which are not within the control of management. Operating income, net of certain items, is not calculated through the application of GAAP and is not the required form of disclosure by the Securities and Exchange Commission (“SEC”). As such, it should not be considered as a substitute for the GAAP measure of operating income and, therefore, should not be used in isolation, but in conjunction with the GAAP measure. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.



Investment income, net: Investment income, net, primarily represents earnings from our cash and cash equivalents and investments in available-for-sale securities. Investment income does not include interest on funds held for clients, which is included in total revenue. Investment income, net, increased 17% for fiscal 2015 as the result of an increase in average investment balances, while interest rates earned remained relatively flat. Investment income decreased 18% for fiscal 2014 as a result of lower average interest rates earned on investments, partially offset by an increase in average investment balances. Average investment balances increased 4% for fiscal 2015 and 17% for fiscal 2014. The increases were the result of investment of cash generated from operations. The lower rate of growth in average investment balances for fiscal 2015 is the result of cash outflows for stock repurchases in fiscal 2015 and the later half of fiscal 2014.

Income taxes: Our effective income tax rate was 36.3% for fiscal 2015 compared to 36.5% for fiscal 2014 and 37.6% for fiscal 2013. The higher effective tax rate for fiscal 2013 was the result of the settlement of a state income tax matter. Refer to Note I of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for additional disclosures on income taxes.

Net income and earnings per share: Net income increased 8% to $674.9 million for fiscal 2015 and 10% to $627.5 million for fiscal 2014. Diluted earnings per share increased 8% to $1.85 per share for fiscal 2015 and 10% to $1.71 per share for fiscal 2014. These fluctuations were attributable to the factors previously discussed. The growth rates for fiscal 2014 were impacted by the settlement of a state income tax matter, which reduced diluted earnings per share by approximately $0.04 per share for fiscal 2013.

## Liquidity and Capital Resources

Our financial position as of May 31, 2015 remained strong with cash and total corporate investments of $936.4 million and no debt. We believe that our investments as of May 31, 2015 were not other-than-temporarily impaired, nor has any event occurred subsequent to that date that would indicate any other-than-temporary impairment. We anticipate that cash and total corporate investments as of May 31, 2015, along with projected operating cash flows, will support our normal business operations, capital purchases, business acquisitions, share repurchases, and dividend payments for the foreseeable future.

## Commitments and Contractual Obligations

Lines of credit: As of May 31, 2015, we had unused borrowing capacity available under uncommitted, secured, short-term lines of credit at market rates of interest with financial institutions as follows:

<table><tr><td>Financial institution</td><td>Amount available</td><td>Expiration date</td></tr><tr><td>JP Morgan Chase Bank, N.A.</td><td>$350 million</td><td>February 28, 2016</td></tr><tr><td>Bank of America, N.A.</td><td>$250 million</td><td>February 28, 2016</td></tr><tr><td>PNC Bank, National Association</td><td>$150 million</td><td>February 28, 2016</td></tr><tr><td>Wells Fargo Bank, National Association</td><td>$150 million</td><td>February 28, 2016</td></tr></table>

Our credit facilities are evidenced by promissory notes and are secured by separate pledge security agreements by and between Paychex, Inc. and each of the financial institutions (the "Lenders"), pursuant to which we have granted each of the Lenders a security interest in certain of our investment securities accounts. The collateral is maintained in a pooled custody account pursuant to the terms of a control agreement and is to be administered under an intercreditor agreement among the Lenders. Under certain circumstances, individual Lenders may require that collateral be transferred from the pooled account into segregated accounts for the benefit of such individual Lenders.

The primary uses of the lines of credit would be to meet short-term funding requirements related to deposit account overdrafts and client fund obligations arising from electronic payment transactions on behalf of our clients in the ordinary course of business, if necessary. No amounts were outstanding against these lines of credit during fiscal 2015 or as of May 31, 2015.

Certain of the financial institutions are also parties to our credit facility and irrevocable standby letters of credit, which are discussed on the next page.



Credit facility: In June 2013, we entered into a committed, unsecured, five-year syndicated credit facility, expiring on June 21, 2018. Under the credit facility, Paychex of New York LLP (the “Borrower”) may, subject to certain restrictions, borrow up to $750 million to meet short-term funding requirements. In July 2014, supplemental agreements were executed increasing the maximum borrowing capacity under the facility from $500 million to $750 million. The obligations under this facility have been guaranteed by us and certain of our subsidiaries. The outstanding obligations under this credit facility will bear interest at competitive rates to be elected by the Borrower. Upon expiration of the commitment in June 2018, any borrowings outstanding will mature and be payable on such date.

There were no amounts outstanding under this credit facility as of May 31, 2015. During fiscal 2015, we borrowed against this facility, for one day each, as follows:

<table><tr><td>$ in millions</td><td>Amount borrowed</td><td>Interest rate</td></tr><tr><td>Fiscal quarter</td><td></td><td></td></tr><tr><td>First quarter</td><td>$100.0</td><td>3.25%</td></tr><tr><td>Second quarter</td><td>$150.0</td><td>3.25%</td></tr><tr><td>Third quarter</td><td>$ —</td><td>—</td></tr><tr><td>Fourth quarter</td><td>$ —</td><td>—</td></tr></table>

Certain lenders under this credit facility, and their respective affiliates, have performed, and may in the future perform for us and our subsidiaries, various commercial banking, investment banking, underwriting, and other financial advisory services, for which they have received, and will continue to receive in the future, customary fees and expenses.

Letters of credit: As of May 31, 2015, we had irrevocable standby letters of credit outstanding totaling $43.0 million, required to secure commitments for certain insurance policies. The letters of credit expire at various dates between July 2015 and April 2016, and are collateralized by securities held in our investment portfolios. No amounts were outstanding on these letters of credit during fiscal 2015 or as of May 31, 2015. Subsequent to May 31, 2015, the letter of credit expiring in July 2015 was renewed through July 2016.

Other commitments: We have entered into various operating leases and purchase obligations that, under GAAP, are not reflected on the Consolidated Balance Sheets as of May 31, 2015. The table below summarizes our estimated annual payment obligations under these commitments as of May 31, 2015:

<table><tr><td rowspan="2">In millions</td><td colspan="5">Payments due by period</td></tr><tr><td>Total</td><td>Less than 1 year</td><td>1-3 years</td><td>4-5 years</td><td>More than 5 years</td></tr><tr><td>Operating leases \( ^{(1)} \)</td><td>127.7</td><td>37.5</td><td>54.3</td><td>27.4</td><td>8.5</td></tr><tr><td>Purchase obligations \( ^{(2)} \)</td><td>104.8</td><td>71.2</td><td>31.2</td><td>2.2</td><td>0.2</td></tr><tr><td>Total</td><td>232.5</td><td>108.7</td><td>85.5</td><td>29.6</td><td>8.7</td></tr></table>

(1) Operating leases are primarily for office space and equipment used in our branch operations.

(2) Purchase obligations include our estimate of the minimum outstanding commitments under purchase orders to buy goods and services and legally binding contractual arrangements with future payment obligations. Included in the total purchase obligations is $9.5 million of commitments to purchase capital assets. Amounts actually paid under certain of these arrangements may be different due to variable components of these agreements.

The liability for uncertain tax positions, including interest and net of federal benefits, was approximately $29.1 million as of May 31, 2015. Refer to Note I of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for more information on income taxes. We are not able to reasonably estimate the timing of future cash flows related to this liability and have excluded it from the table above.

Certain deferred compensation plan obligations and other long-term liabilities reported in our Consolidated Balance Sheets amounting to $62.4 million are excluded from the table above because the timing of actual payments cannot be specifically or reasonably determined due to the variability in assumptions required to project the timing of future payments.



Advantage Payroll Services Inc. (“Advantage”) has license agreements with independently owned associate offices (“Associates”), which are responsible for selling and marketing Advantage Payroll Services \( ^{®} \)  and performing certain operational functions, while Paychex and Advantage provide all centralized back-office payroll processing and payroll tax administration services. Under these arrangements, Advantage pays the Associates commissions based on processing activity for the related clients. When we acquired Advantage, there were fifteen Associates. Over the past few years, arrangements with some Associates have been discontinued, and there are currently fewer than ten Associates. Since the actual amounts of future payments are uncertain, obligations under these arrangements are not included in the table above. Commission expense for the Associates for fiscal years 2015, 2014, and 2013 was 15.1 million, 14.4 million, and 12.6 million, respectively.

In the normal course of business, we make representations and warranties that guarantee the performance of services under service arrangements with clients. Historically, there have been no material losses related to such guarantees. In addition, we have entered into indemnification agreements with our officers and directors, which require us to defend and, if necessary, indemnify these individuals for certain pending or future legal claims as they relate to their services provided to us.

We currently self-insure the deductible portion of various insured exposures under certain employee benefit plans. Our estimated loss exposure under these insurance arrangements is recorded in other current liabilities on our Consolidated Balance Sheets. Historically, the amounts accrued have not been material and are not material as of the reporting date. We also maintain insurance coverage in addition to our purchased primary insurance policies for gap coverage for employment practices liability, errors and omissions, warranty liability, theft and embezzlement, cyber threats, and acts of terrorism; and capacity for deductibles and self-insured retentions through our captive insurance company.

## Off-Balance Sheet Arrangements

As part of our ongoing business, we do not participate in transactions with unconsolidated entities which would have been established for the purpose of facilitating off-balance sheet arrangements or other limited purposes. We do maintain investments as a limited partner in low-income housing projects that are not considered part of our ongoing operations. These investments are accounted for under the equity method of accounting and are less than 1% of our total assets as of May 31, 2015.

## Operating Cash Flow Activities

<table><tr><td rowspan="2">In millions</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Net income</td><td>$674.9</td><td>$627.5</td><td>$569.0</td></tr><tr><td>Non-cash adjustments to net income</td><td>211.4</td><td>198.6</td><td>183.3</td></tr><tr><td>Cash provided by/(used in) changes in operating assets and liabilities</td><td>8.9</td><td>54.8</td><td>(77.0)</td></tr><tr><td>Net cash provided by operating activities</td><td>$895.2</td><td>$880.9</td><td>$675.3</td></tr></table>

The increase in our operating cash flows for fiscal 2015 compared to fiscal 2014 is primarily the result of higher net income, adjusted for non-cash items, partially offset by the impact of fluctuations in our operating assets and liabilities. The increase in our operating cash flows for fiscal 2014 compared to fiscal 2013 was primarily the result of higher net income, adjusted for non-cash items, along with the positive impact from fluctuations in operating assets and liabilities. Non-cash adjustments to net income increased for both fiscal 2015 and fiscal 2014, compared to the respective prior year periods, largely due to higher amortization of premiums on available-for-sale securities as the Company has increased its holdings of longer-duration investments, and higher stock-based compensation costs. The fluctuations in our operating assets and liabilities between periods were primarily related to the timing of collections from clients and payments for compensation, PEO payroll, income tax, and other liabilities. Income taxes contributed significantly to the fluctuations as a result of a higher prepaid income tax position as of May 31, 2013 that arose from the federal benefit on the settlement of a state tax matter during fiscal 2013.



## Investing Cash Flow Activities

<table><tr><td rowspan="2">In millions</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Net change in funds held for clients and corporate investment activities</td><td>$ (151.8)</td><td>$ (211.4)</td><td>$ 306.8</td></tr><tr><td>Purchases of property and equipment</td><td>(102.8)</td><td>(84.1)</td><td>(98.7)</td></tr><tr><td>Acquisition of businesses, net of cash acquired</td><td>(27.1)</td><td>(9.3)</td><td>(21.3)</td></tr><tr><td>Purchases of other assets</td><td>(3.3)</td><td>(11.3)</td><td>(5.1)</td></tr><tr><td>Net cash (used in)/provided by investing activities</td><td>$ (285.0)</td><td>$ (316.1)</td><td>$ 181.7</td></tr></table>

Funds held for clients and corporate investments: Funds held for clients consist of short-term funds and available-for-sale securities. Corporate investments are primarily comprised of available-for-sale securities. The portfolio of funds held for clients and corporate investments is detailed in Note E of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K.

Fluctuations in the net change in funds held for clients and corporate investment activities are largely due to timing within the client funds portfolio. For fiscal 2015 compared to fiscal 2014, there was not a significant fluctuation due to timing of the day of the week for fiscal year-end. The net cash outflow position for both fiscal 2015 and fiscal 2014 is related to more purchases of short-term and available-for-sale securities resulting from higher average collections from clients. For fiscal 2014 compared to fiscal 2013, there was a significant timing impact. There was a large cash outflow on Friday, May 31, 2013 that required the liquidation of funds held in the funds held for clients portfolio. This resulted in positive cash flow from investing activities for fiscal 2013. See further discussion of this timing in the financing cash flows discussion of net change in client fund obligations. Our net cash inflow from funds held for clients and corporate investment activities for fiscal 2013 was partially offset by higher purchases than sales of VRDN securities during the year.

In general, fluctuations in net funds held for clients and corporate investment activities primarily relate to timing of purchases, sales, or maturities of investments. The amount of funds held for clients will vary based upon the timing of collection of client funds, and the related remittance of funds to applicable tax or regulatory agencies for payroll tax administration services and to employees of clients utilizing employee payment services. Additional discussion of interest rates and related risks is included in the “Market Risk Factors” section, contained in Item 7A of this Form 10-K.

Other investing activities: To support our continued client and ancillary product growth, purchases of property and equipment were made for data processing equipment and software, and for the expansion and upgrade of various operating facilities. During fiscal years 2015, 2014, and 2013, we purchased approximately $6.9 million, $4.7 million, and $6.5 million, respectively, of data processing equipment and software from EMC Corporation. The Chairman, President, and Chief Executive Officer of EMC Corporation is a member of our Board of Directors (the “Board.”)

During fiscal years 2015, 2014, and 2013, we paid, net of cash acquired, $27.1 million, $9.3 million, and $21.3 million, respectively, for immaterial business acquisitions.



## Financing Cash Flow Activities

<table><tr><td rowspan="2">In millions, except per share amounts</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Net change in client fund obligations</td><td>$ 93.0</td><td>$ 127.4</td><td>$ (454.6)</td></tr><tr><td>Dividends paid</td><td>(551.8)</td><td>(510.6)</td><td>(476.7)</td></tr><tr><td>Repurchases of common shares</td><td>(182.4)</td><td>(249.7)</td><td>—</td></tr><tr><td>Equity activity related to stock-based awards</td><td>48.5</td><td>113.3</td><td>72.8</td></tr><tr><td>Net cash used in financing activities</td><td>$ (592.7)</td><td>$ (519.6)</td><td>$ (858.5)</td></tr><tr><td>Cash dividends per common share</td><td>$ 1.52</td><td>$ 1.40</td><td>$ 1.31</td></tr></table>

Net change in client fund obligations: The client fund obligations liability will vary based on the timing of collecting client funds, and the related required remittance of funds to applicable tax or regulatory agencies for payroll tax administration services and to employees of clients utilizing employee payment services. Collections from clients are typically remitted from one to 30 days after receipt, with some items extending to 90 days.

Fluctuations in net change in client fund obligations for the years presented are primarily the result of timing of collections and remittances and overall trends in client fund balances. May 31, 2015 fell on a Sunday, May 31, 2014 fell on a Saturday, and May 31, 2013 fell on a Friday. Friday is a large cash outflow day for direct deposit funds, partially offset by tax payment funds collected on that day. This impact was consistent and did not impact the net cash flow position for client funds obligations reflected in fiscal 2015 or fiscal 2014. The net cash inflow position in those years is the result of growth in average client funds held. The slight decrease in net cash inflows for fiscal 2015 was the result of lower cash collections for state unemployment insurance with many states lowering their rates early in calendar 2015.

Timing did have an impact for fiscal 2013, resulting in a net cash outflow position. May 31, 2012 was a Thursday, a large cash collection day for direct deposit funds, so we had higher client funds on hand at that date. As May 31, 2013 was a Friday and a cash outflow day for direct deposit, client funds on hand were lower. As a result, there was a net cash outflow over the period in fiscal 2013.

Dividends paid: In July 2014, the Board increased our quarterly dividend to stockholders by 9% to $0.38 per share from $0.35 per share. In July 2013, the Board increased our quarterly dividend to stockholders by 6% to $0.35 per share from $0.33 per share. The dividends paid as a percentage of net income totaled 82%, 81%, and 84% for fiscal years 2015, 2014, and 2013, respectively. The payment of future dividends is dependent on our future earnings and cash flow, and is subject to the discretion of our Board.

Repurchases of common shares: In May 2014, the Board approved a program to repurchase up to $350 million of Paychex common stock, with authorization expiring in May 2017. During fiscal 2015, we repurchased 3.9 million shares for a total of $182.4 million. In fiscal 2014, we repurchased 6.2 million shares for a total of $249.7 million under a previously authorized program to purchase up to $350 million of Paychex common stock, with authorization for that program expiring in May 2014.

Equity activity related to stock-based awards: The decrease in activity related to stock-based awards for fiscal 2015 compared to fiscal 2014 was largely driven by a decrease in proceeds from the exercise of stock options. The increase in activity for stock-based awards for fiscal 2014 compared to fiscal 2013 was driven by an increase in proceeds from the exercise of stock options. Common shares acquired through the exercise of stock options were 1.6 million shares, 3.4 million shares, and 2.4 million shares for fiscal years 2015, 2014, and 2013, respectively. Refer to Note D of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for additional disclosures on our stock-based compensation plans.

## Other

Recently adopted accounting pronouncements: Refer to Note A of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for a discussion of recently adopted accounting pronouncements.



Recently issued accounting pronouncements: Refer to Note A of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for a discussion of recently issued accounting pronouncements.

## Critical Accounting Policies

Note A of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, discusses the significant accounting policies of Paychex. Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenue, and expenses. On an ongoing basis, we evaluate the accounting policies and estimates used to prepare the consolidated financial statements. We base our estimates on historical experience, future expectations, and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates. Certain accounting policies that are deemed critical to our results of operations or financial position are discussed below.

Revenue recognition: Service revenue is recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. Certain processing services are provided under annual service arrangements with revenue recognized ratably over the service period. Our service revenue is largely attributable to processing services where the fee is based on a fixed amount per processing period or a fixed amount per processing period plus a fee per employee or transaction processed. The revenue earned from delivery service for the distribution of certain client payroll checks and reports is included in service revenue, and the costs for delivery are included in operating expenses on the Consolidated Statements of Income and Comprehensive Income.

For certain of our service offerings, we receive advance payments for set-up fees from our clients. We defer revenue associated with these advance payments and the related costs, recognizing the revenue and related expenses over the expected life of clients.

PEO revenue is included in service revenue and is reported net of certain direct pass-through costs billed and incurred, which include wages, taxes, and certain benefit premiums. In fiscal 2014, with the addition of a new health care offering within the PEO, direct costs related to certain benefit plans where the Company retains risk were classified as operating expenses rather than as a reduction in service revenue.

Interest on funds held for clients is earned primarily on funds that are collected from clients before due dates for payroll tax administration services and for employee payment services, and invested until remittance to the applicable tax or regulatory agencies or client employees. These collections from clients are typically remitted from one to 30 days after receipt, with some items extending to 90 days. The interest earned on these funds is included in total revenue on the Consolidated Statements of Income and Comprehensive Income because the collecting, holding, and remitting of these funds are critical components of providing these services. Interest on funds held for clients also includes net realized gains and losses from the sales of available-for-sale securities.

PEO insurance reserves: As part of the PEO service, we offer workers' compensation insurance and health insurance to client companies for the benefit of client employees. Workers' compensation insurance is provided under a fully insured high deductible workers' compensation policy with a national insurance carrier. Workers' compensation insurance reserves are established to provide for the estimated costs of paying claims up to per occurrence liability limits. In establishing the workers' compensation insurance reserves, we use an independent actuarial estimate of undiscounted future cash payments that would be made to settle the claims.

Estimating the ultimate cost of future claims is an uncertain and complex process based upon historical loss experience and actuarial loss projections, and is subject to change due to multiple factors, including economic trends, changes in legal liability law, and damage awards, all of which could materially impact the reserves as reported in the consolidated financial statements. Accordingly, workers' compensation final claim settlements may vary from the present estimates, particularly when those payments may not occur until well into the future.

With respect to our PEO health insurance, we offer various health insurance plans that take the form of either fully insured fixed cost plans with various national insurance carriers or a fully insured minimum premium



insurance arrangement with coverage provided through a single national carrier. Under the minimum premium arrangement, our health benefits insurance reserves are established to provide for the payment of claims liability charges in accordance with our service contract with the carrier. The claims liability charges include estimates for reported losses, plus amounts for those claims incurred but not reported, and estimates of certain expenses associated with processing and settling the claims.

We regularly review the adequacy of our estimated insurance reserves. Adjustments to previously established reserves are reflected in the results of operations for the period in which the adjustment is identified. Such adjustments could possibly be significant, reflecting any variety of new and adverse or favorable trends.

Goodwill and other intangible assets: Goodwill is not amortized, but instead is tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of a reporting unit. We have the option to perform a qualitative assessment to determine if it is more-likely-than-not that the fair value of a reporting unit has declined below its carrying value. This assessment considers various financial, macroeconomic, industry, and reporting unit specific qualitative factors. Our business is largely homogeneous and, as a result, goodwill is associated with one reporting unit. We perform our annual impairment testing in our fiscal fourth quarter. Based on the results of our reviews, no impairment loss was recognized in the results of operations for fiscal years 2015, 2014, or 2013. Subsequent to this review, there have been no events or circumstances that indicate any potential impairment of our goodwill balance.

We also test intangible assets for potential impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

Stock-based compensation costs: All stock-based awards to employees, including grants of stock options, are recognized as compensation costs in our consolidated financial statements based on their fair values measured as of the date of grant. We estimate the fair value of stock option grants using a Black-Scholes option pricing model. This model requires various assumptions as inputs including expected volatility of the Paychex stock price and expected option life. We estimate volatility based on a combination of historical volatility using stock prices over a period equal to the expected option life and implied market volatility. Expected option life is estimated based on historical exercise behavior. We periodically reassess our assumptions as well as our choice of valuation model, and will reconsider use of this model if additional information becomes available in the future indicating that another model would provide a more accurate estimate of fair value, or if characteristics of future grants would warrant such a change.

We are required to estimate forfeitures and only record compensation costs for those awards that are expected to vest. Our assumptions for forfeitures were determined based on type of award and historical experience. Forfeiture assumptions are adjusted at the point in time a significant change is identified, with any adjustment recorded in the period of change, and the final adjustment at the end of the requisite service period to equal actual forfeitures.

The assumptions of volatility, expected option life, and forfeitures all require significant judgment and are subject to change in the future due to factors such as employee exercise behavior, stock price trends, and changes to type or provisions of stock-based awards. Any change in one or more of these assumptions could have a material impact on the estimated fair value of a future award.

Refer to Note D of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for further discussion of our stock-based compensation plans.

Income taxes: We account for deferred taxes by recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We record a deferred tax asset related to the stock-based compensation costs recognized for certain stock-based awards. At the time of non-qualified stock options are exercised or stock awards vest, we account for the resulting tax deduction by reducing our accrued income tax liability with an offset to the deferred tax asset and any excess of the tax benefit over the deferred tax asset as an increase to



additional paid-in capital. We currently have a sufficient pool of excess tax benefits in additional paid-in capital to absorb any deficiency in tax benefits that fall short of the related deferred tax asset related to stock-based awards.

We maintain a reserve for uncertain tax positions. We evaluate tax positions taken or expected to be taken in a tax return for recognition in our consolidated financial statements. Prior to recording the related tax benefit in our consolidated financial statements, we must conclude that tax positions will be more-likely-than-not to be sustained, assuming those positions will be examined by taxing authorities with full knowledge of all relevant information. The benefit recognized in our consolidated financial statements is the amount we expect to realize after examination by taxing authorities. If a tax position drops below the more-likely-than-not standard, the benefit can no longer be recognized. Assumptions, judgment, and the use of estimates are required in determining if the more-likely-than-not standard has been met when developing the provision for income taxes and in determining the expected benefit. A change in the assessment of the more-likely-than-not standard could materially impact our results of operations or financial position. Refer to Note I of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for further discussion of our reserve for uncertain tax positions.

## Item 7A. Quantitative and Qualitative Disclosures About Market Risk

## Market Risk Factors

Changes in interest rates and interest rate risk: Funds held for clients are primarily comprised of short-term funds and available-for-sale securities. Corporate investments are primarily comprised of available-for-sale securities. As a result of our investing activities, we are exposed to changes in interest rates that may materially affect our results of operations and financial position. Changes in interest rates will impact the earnings potential of future investments and will cause fluctuations in the fair value of our longer-term available-for-sale securities. We follow an investment strategy of protecting principal and optimizing liquidity. A substantial portion of our portfolios is invested in high credit quality securities with AAA and AA ratings and A-1/P-1 ratings on short-term securities. We invest predominantly in municipal bonds including general obligation bonds, pre-refunded bonds that are secured by a U.S. government escrow, and essential services revenue bonds. We limit the amounts that can be invested in any single issuer and invest primarily in short- to intermediate-term instruments whose fair value is less sensitive to interest rate changes. We manage the available-for-sale securities to a benchmark duration of two and one-half to three and three-quarters years.

During fiscal 2015, our primary short-term investment vehicles were bank demand deposit accounts and VRDNs. We have no exposure to high-risk or illiquid investments. We have insignificant exposure to European investments. We have not and do not utilize derivative financial instruments to manage our interest rate risk.

During fiscal 2015, the average interest rate earned on our combined funds held for clients and corporate investment portfolios was 1.0%, comparable to the average interest rate earned for fiscal 2014 and fiscal 2013. When interest rates are rising, the full impact of higher interest rates will not immediately be reflected in net income due to the interaction of short- and long-term interest rate changes. During a rising interest rate environment, earnings increase from our short-term investments, and over time increase earnings from our longer-term available-for-sale securities. Earnings from the available-for-sale securities, which as of May 31, 2015 had an average duration of 3.2 years, would not reflect increases in interest rates until the investments are sold or mature and the proceeds are reinvested at higher rates.



The amortized cost and fair value of available-for-sale securities that had stated maturities as of May 31, 2015 are shown below by contractual maturity. Expected maturities can differ from contractual maturities because borrowers may have the right to prepay obligations without prepayment penalties.

<table><tr><td rowspan="2">In millions</td><td colspan="2">May 31, 2015</td></tr><tr><td>Amortized cost</td><td>Fair value</td></tr><tr><td>Maturity date:</td><td></td><td></td></tr><tr><td>Due in one year or less</td><td>$ 345.8</td><td>$ 347.8</td></tr><tr><td>Due after one year through three years</td><td>726.3</td><td>734.3</td></tr><tr><td>Due after three years through five years</td><td>800.9</td><td>802.0</td></tr><tr><td>Due after five years</td><td>1,709.0</td><td>1,711.5</td></tr><tr><td>Total</td><td>$3,582.0</td><td>$3,595.6</td></tr></table>

VRDNs are primarily categorized as due after five years in the table above as the contractual maturities on these securities are typically 20 to 30 years. Although these securities are issued as long-term securities, they are priced and traded as short-term instruments because of the liquidity provided through the tender feature.

The Federal Funds rate remained at a range of zero to 0.25% throughout fiscal years 2015, 2014, and 2013.

Calculating the future effects of changing interest rates involves many factors. These factors include, but are not limited to:

• daily interest rate changes;

• seasonal variations in investment balances;

• actual duration of short-term and available-for-sale securities;

• the proportion of taxable and tax-exempt investments;

• changes in tax-exempt municipal rates versus taxable investment rates, which are not synchronized or simultaneous; and

• financial market volatility and the resulting effect on benchmark and other indexing interest rates.

Subject to these factors and under normal financial market conditions, a 25-basis-point change in taxable interest rates generally affects our tax-exempt interest rates by approximately 17 basis points. Under normal financial market conditions, the impact to earnings from a 25-basis-point change in short-term interest rates would be approximately $3.5 million to $4.0 million, after taxes, for a twelve-month period. Such a basis point change may or may not be tied to changes in the Federal Funds rate.

Our total investment portfolio (funds held for clients and corporate investments) averaged approximately $5.1 billion for fiscal 2015. Our anticipated allocation is approximately 45% invested in short-term securities and VRDNs with an average duration of less than 30 days, and 55% invested in available-for-sale securities with an average duration of two and one-half to three and three-quarters years.

The combined funds held for clients and corporate available-for-sale securities reflected a net unrealized gain of $13.6 million as of May 31, 2015, compared with an unrealized gain of $34.5 million as of May 31, 2014. Refer to Note F of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for additional disclosures on fair value measurements.

During fiscal 2015, the net unrealized gain on our investment portfolios ranged from $9.5 million to $55.9 million. During fiscal 2014, the net unrealized gain/(loss) on our investment portfolios ranged from an unrealized loss of $12.8 million to an unrealized gain of $42.7 million. The net unrealized gain on our investment portfolios was approximately $20.9 million as of July 16, 2015.

As of May 31, 2015 and 2014, we had $3.6 billion and $3.4 billion, respectively, invested in available-for-sale securities at fair value. The weighted-average yield-to-maturity was 1.6% as of May 31, 2015 and 2014, respectively. The weighted-average yield-to-maturity excludes available-for-sale securities tied to short-term



interest rates such as the VRDNs. Assuming a hypothetical increase in longer-term interest rates of 25 basis points, the resulting potential decrease in fair value for our portfolio of available-for-sale securities as of May 31, 2015, would be in the range of $20.0 million to $25.0 million. Conversely, a corresponding decrease in interest rates would result in a comparable increase in fair value. This hypothetical increase or decrease in the fair value of the portfolio would be recorded as an adjustment to the portfolio’s recorded value, with an offsetting amount recorded in stockholders’ equity. These fluctuations in fair value would have no related or immediate impact on the results of operations, unless any declines in fair value were considered to be other-than-temporary and an impairment loss recognized.

Credit risk: We are exposed to credit risk in connection with these investments through the possible inability of the borrowers to meet the terms of their bonds. We regularly review our investment portfolios to determine if any investment is other-than-temporarily impaired due to changes in credit risk or other potential valuation concerns. We believe that the investments we held as of May 31, 2015 were not other-than-temporarily impaired. While $923.0 million of our available-for-sale securities had fair values that were below amortized cost, we believe that it is probable that the principal and interest will be collected in accordance with the contractual terms, and that the unrealized losses of $7.5 million was due to changes in interest rates and was not due to increased credit risk or other valuation concerns. A substantial portion of these securities in an unrealized loss position as of May 31, 2015 and 2014 held an AA rating or better. We do not intend to sell these investments until the recovery of their amortized cost basis or maturity, and further believe that it is not more-likely-than-not that we will be required to sell these investments prior to that time. Our assessment that an investment is not other-than-temporarily impaired could change in the future due to new developments or changes in our strategies or assumptions related to any particular investment.



## Item 8. Financial Statements and Supplementary Data

## TABLE OF CONTENTS

Description Page
Report on Management’s Assessment of Internal Control Over Financial Reporting 32
Reports of Independent Registered Public Accounting Firms 33
Consolidated Statements of Income and Comprehensive Income for the Years Ended May 31, 2015, 2014, and 2013 35
Consolidated Balance Sheets as of May 31, 2015 and 2014 36
Consolidated Statements of Stockholders’ Equity for the Years Ended May 31, 2015, 2014, and 2013 37
Consolidated Statements of Cash Flows for the Years Ended May 31, 2015, 2014, and 2014 38
Notes to Consolidated Financial Statements 39
Schedule II — Valuation and Qualifying Accounts for the Years Ended May 31, 2015, 2014, and 2013 65



## REPORT ON MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Paychex, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of May 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control — Integrated Framework” (2013). Based on our assessment, management determined that the Company maintained effective internal control over financial reporting as of May 31, 2015.

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, is appointed by the Company’s Audit Committee. PricewaterhouseCoopers LLP has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and the effectiveness of the Company’s internal control over financial reporting as of May 31, 2015, and as a part of their integrated audit, has issued their report, included herein, on the effectiveness of the Company’s internal control over financial reporting.

<table><tr><td>/s/ Martin Mucci</td><td>/s/ Efrain Rivera</td></tr><tr><td>Martin Mucci</td><td>Efrain Rivera</td></tr><tr><td>President and Chief Executive Officer</td><td>Senior Vice President, Chief Financial Officer, and Treasurer</td></tr></table>



# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Shareholders of Paychex, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income and comprehensive income, of stockholders' equity, and of cash flows present fairly, in all material respects, the financial position of Paychex, Inc. and its subsidiaries at May 31, 2015 and May 31, 2014, and the results of their operations and their cash flows for each of the two years in the period ended May 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index appearing under Item 8 for the year ended May 31, 2015 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report on Management's Assessment of Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Rochester, New York

July 21, 2015



# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

and Stockholders of Paychex, Inc.

We have audited the accompanying consolidated statements of income and comprehensive income, stockholders' equity, and cash flows of Paychex, Inc. for the year ended May 31, 2013. Our audit also included the financial statement schedule listed in the Index at Item 15(a) for the year ended May 31, 2013. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of the operations and cash flows of Paychex, Inc. for the year ended May 31, 2013, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule for the year ended May 31, 2013, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Rochester, New York

July 22, 2013



## PAYCHEX, INC.

## CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
In millions, except per share amounts

<table><tr><td>Year ended May 31,</td><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Revenue:</td><td></td><td></td><td></td></tr><tr><td>Service revenue</td><td>$2,697.5</td><td>$2,478.2</td><td>$2,285.2</td></tr><tr><td>Interest on funds held for clients</td><td>42.1</td><td>40.7</td><td>41.0</td></tr><tr><td>Total revenue</td><td>2,739.6</td><td>2,518.9</td><td>2,326.2</td></tr><tr><td>Expenses:</td><td></td><td></td><td></td></tr><tr><td>Operating expenses</td><td>808.0</td><td>732.5</td><td>671.3</td></tr><tr><td>Selling, general and administrative expenses</td><td>878.0</td><td>803.7</td><td>750.1</td></tr><tr><td>Total expenses</td><td>1,686.0</td><td>1,536.2</td><td>1,421.4</td></tr><tr><td>Operating income</td><td>1,053.6</td><td>982.7</td><td>904.8</td></tr><tr><td>Investment income, net</td><td>6.4</td><td>5.4</td><td>6.6</td></tr><tr><td>Income before income taxes</td><td>1,060.0</td><td>988.1</td><td>911.4</td></tr><tr><td>Income taxes</td><td>385.1</td><td>360.6</td><td>342.4</td></tr><tr><td>Net income</td><td>$ 674.9</td><td>$ 627.5</td><td>$ 569.0</td></tr><tr><td>Other comprehensive loss, net of tax:</td><td></td><td></td><td></td></tr><tr><td>Unrealized losses on securities, net of tax</td><td>(14.0)</td><td>(0.5)</td><td>(15.7)</td></tr><tr><td>Total other comprehensive loss, net of tax</td><td>(14.0)</td><td>(0.5)</td><td>(15.7)</td></tr><tr><td>Comprehensive income</td><td>$ 660.9</td><td>$ 627.0</td><td>$ 553.3</td></tr><tr><td>Basic earnings per share</td><td>$ 1.86</td><td>$ 1.72</td><td>$ 1.56</td></tr><tr><td>Diluted earnings per share</td><td>$ 1.85</td><td>$ 1.71</td><td>$ 1.56</td></tr><tr><td>Weighted-average common shares outstanding</td><td>362.9</td><td>364.5</td><td>363.8</td></tr><tr><td>Weighted-average common shares outstanding, assuming dilution</td><td>364.6</td><td>366.1</td><td>364.7</td></tr><tr><td>Cash dividends per common share</td><td>$ 1.52</td><td>$ 1.40</td><td>$ 1.31</td></tr></table>



## PAYCHEX, INC.

## CONSOLIDATED BALANCE SHEETS

In millions, except per share amount

<table><tr><td>As of May 31,</td><td>2015</td><td>2014</td></tr><tr><td>Assets</td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 170.0</td><td>$ 152.5</td></tr><tr><td>Corporate investments</td><td>366.6</td><td>398.7</td></tr><tr><td>Interest receivable</td><td>37.9</td><td>36.3</td></tr><tr><td>Accounts receivable, net of allowance for doubtful accounts</td><td>176.6</td><td>149.4</td></tr><tr><td>Deferred income taxes</td><td>15.0</td><td>12.0</td></tr><tr><td>Prepaid income taxes</td><td>12.9</td><td>17.2</td></tr><tr><td>Prepaid expenses and other current assets</td><td>50.8</td><td>37.8</td></tr><tr><td>Current assets before funds held for clients</td><td>829.8</td><td>803.9</td></tr><tr><td>Funds held for clients</td><td>4,273.4</td><td>4,198.6</td></tr><tr><td>Total current assets</td><td>5,103.2</td><td>5,002.5</td></tr><tr><td>Long-term corporate investments</td><td>399.8</td><td>385.6</td></tr><tr><td>Property and equipment, net of accumulated depreciation</td><td>353.9</td><td>342.2</td></tr><tr><td>Intangible assets, net of accumulated amortization</td><td>32.4</td><td>40.6</td></tr><tr><td>Goodwill</td><td>561.5</td><td>540.3</td></tr><tr><td>Deferred income taxes</td><td>—</td><td>37.1</td></tr><tr><td>Other long-term assets</td><td>31.7</td><td>21.8</td></tr><tr><td>Total assets</td><td>$6,482.5</td><td>$6,370.1</td></tr><tr><td>Liabilities</td><td></td><td></td></tr><tr><td>Accounts payable</td><td>$ 51.7</td><td>$ 48.8</td></tr><tr><td>Accrued compensation and related items</td><td>210.4</td><td>171.7</td></tr><tr><td>Deferred income taxes</td><td>—</td><td>6.6</td></tr><tr><td>Other current liabilities</td><td>50.8</td><td>44.7</td></tr><tr><td>Current liabilities before client fund obligations</td><td>312.9</td><td>271.8</td></tr><tr><td>Client fund obligations</td><td>4,260.1</td><td>4,167.1</td></tr><tr><td>Total current liabilities</td><td>4,573.0</td><td>4,438.9</td></tr><tr><td>Accrued income taxes</td><td>44.8</td><td>41.9</td></tr><tr><td>Deferred income taxes</td><td>16.8</td><td>55.7</td></tr><tr><td>Other long-term liabilities</td><td>62.4</td><td>56.6</td></tr><tr><td>Total liabilities</td><td>4,697.0</td><td>4,593.1</td></tr><tr><td>Commitments and contingencies — Note M</td><td></td><td></td></tr><tr><td>Stockholders&#x27; equity</td><td></td><td></td></tr><tr><td>Common stock, $0.01 par value; Authorized: 600.0 shares; Issued and outstanding: 361.2 shares as of May 31, 2015 and 363.0 shares as of May 31, 2014, respectively.</td><td>3.6</td><td>3.6</td></tr><tr><td>Additional paid-in capital</td><td>880.1</td><td>794.4</td></tr><tr><td>Retained earnings</td><td>894.3</td><td>957.5</td></tr><tr><td>Accumulated other comprehensive income</td><td>7.5</td><td>21.5</td></tr><tr><td>Total stockholders&#x27; equity</td><td>1,785.5</td><td>1,777.0</td></tr><tr><td>Total liabilities and stockholders&#x27; equity</td><td>$6,482.5</td><td>$6,370.1</td></tr></table>

See Notes to Consolidated Financial Statements.



## PAYCHEX, INC.

## CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
In millions

<table><tr><td rowspan="2"></td><td rowspan="2">Common stock Shares</td><td rowspan="2">Additional paid-in capital</td><td rowspan="2">Retained earnings</td><td rowspan="2">Accumulated other comprehensive income</td><td rowspan="2">Total</td></tr><tr></tr><tr><td>Balance as of May 31, 2012</td><td>362.6</td><td>$ 3.6</td><td>$561.1</td><td>$1,002.1</td><td>$ 37.7</td></tr><tr><td>Net income</td><td></td><td></td><td></td><td>569.0</td><td></td></tr><tr><td>Unrealized losses on securities, net of tax</td><td></td><td></td><td></td><td></td><td>(15.7)</td></tr><tr><td>Cash dividends declared</td><td></td><td></td><td></td><td>(476.7)</td><td></td></tr><tr><td>Stock-based compensation</td><td></td><td></td><td>22.9</td><td></td><td></td></tr><tr><td>Stock-based award transactions</td><td>2.8</td><td>0.1</td><td>75.5</td><td>(5.9)</td><td></td></tr><tr><td>Balance as of May 31, 2013</td><td>365.4</td><td>3.7</td><td>659.5</td><td>1,088.5</td><td>22.0</td></tr><tr><td>Net income</td><td></td><td></td><td></td><td>627.5</td><td></td></tr><tr><td>Unrealized losses on securities, net of tax</td><td></td><td></td><td></td><td></td><td>(0.5)</td></tr><tr><td>Cash dividends declared</td><td></td><td></td><td></td><td>(510.6)</td><td></td></tr><tr><td>Repurchases of common shares</td><td>(6.2)</td><td>(0.1)</td><td>(11.2)</td><td>(238.4)</td><td></td></tr><tr><td>Stock-based compensation</td><td></td><td></td><td>26.4</td><td></td><td></td></tr><tr><td>Stock-based award transactions</td><td>3.8</td><td></td><td>119.7</td><td>(9.5)</td><td></td></tr><tr><td>Balance as of May 31, 2014</td><td>363.0</td><td>3.6</td><td>794.4</td><td>957.5</td><td>21.5</td></tr><tr><td>Net income</td><td></td><td></td><td></td><td>674.9</td><td></td></tr><tr><td>Unrealized losses on securities, net of tax</td><td></td><td></td><td></td><td></td><td>(14.0)</td></tr><tr><td>Cash dividends declared</td><td></td><td></td><td></td><td>(551.8)</td><td></td></tr><tr><td>Repurchases of common shares</td><td>(3.9)</td><td></td><td>(7.2)</td><td>(175.2)</td><td></td></tr><tr><td>Stock-based compensation</td><td></td><td></td><td>31.5</td><td></td><td></td></tr><tr><td>Stock-based award transactions</td><td>2.1</td><td></td><td>61.4</td><td>(11.1)</td><td></td></tr><tr><td>Balance as of May 31, 2015</td><td>361.2</td><td>$ 3.6</td><td>$880.1</td><td>$ 894.3</td><td>$ 7.5</td></tr></table>



## PAYCHEX, INC.

## CONSOLIDATED STATEMENTS OF CASH FLOWS
In millions

<table><tr><td>Year ended May 31,</td><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Operating activities</td><td></td><td></td><td></td></tr><tr><td>Net income</td><td>$   674.9</td><td>$   627.5</td><td>$   569.0</td></tr><tr><td>Adjustments to reconcile net income to net cash provided by operating activities:</td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization on property and equipment and intangible assets</td><td>106.6</td><td>105.0</td><td>98.2</td></tr><tr><td>Amortization of premiums and discounts on available-for-sale securities</td><td>76.2</td><td>70.3</td><td>56.2</td></tr><tr><td>Stock-based compensation costs</td><td>31.4</td><td>26.3</td><td>22.8</td></tr><tr><td>(Benefit)/provision for deferred income taxes</td><td>(4.1)</td><td>(4.9)</td><td>5.3</td></tr><tr><td>Provision for allowance for doubtful accounts</td><td>1.6</td><td>2.5</td><td>1.7</td></tr><tr><td>Net realized gains on sales of available-for-sale securities</td><td>(0.3)</td><td>(0.6)</td><td>(0.9)</td></tr><tr><td>Changes in operating assets and liabilities:</td><td></td><td></td><td></td></tr><tr><td>Interest receivable</td><td>(1.6)</td><td>(3.9)</td><td>(1.8)</td></tr><tr><td>Accounts receivable</td><td>(28.2)</td><td>(18.2)</td><td>8.3</td></tr><tr><td>Prepaid expenses and other current assets</td><td>(8.5)</td><td>22.5</td><td>(45.6)</td></tr><tr><td>Accounts payable and other current liabilities</td><td>51.1</td><td>45.1</td><td>(16.6)</td></tr><tr><td>Net change in other assets and liabilities</td><td>(3.9)</td><td>9.3</td><td>(21.3)</td></tr><tr><td>Net cash provided by operating activities</td><td>895.2</td><td>880.9</td><td>675.3</td></tr><tr><td>Investing activities</td><td></td><td></td><td></td></tr><tr><td>Purchases of available-for-sale securities</td><td>(34,020.4)</td><td>(29,850.5)</td><td>(28,332.8)</td></tr><tr><td>Proceeds from sales and maturities of available-for-sale securities</td><td>33,719.5</td><td>30,080.6</td><td>27,620.2</td></tr><tr><td>Net change in funds held for clients&#x27; money market securities and other cash equivalents</td><td>149.1</td><td>(441.5)</td><td>1,019.4</td></tr><tr><td>Purchases of property and equipment</td><td>(102.8)</td><td>(84.1)</td><td>(98.7)</td></tr><tr><td>Acquisition of businesses, net of cash acquired</td><td>(27.1)</td><td>(9.3)</td><td>(21.3)</td></tr><tr><td>Purchases of other assets</td><td>(3.3)</td><td>(11.3)</td><td>(5.1)</td></tr><tr><td>Net cash (used in)/provided by investing activities</td><td>(285.0)</td><td>(316.1)</td><td>181.7</td></tr><tr><td>Financing activities</td><td></td><td></td><td></td></tr><tr><td>Net change in client fund obligations</td><td>93.0</td><td>127.4</td><td>(454.6)</td></tr><tr><td>Dividends paid</td><td>(551.8)</td><td>(510.6)</td><td>(476.7)</td></tr><tr><td>Repurchases of common shares</td><td>(182.4)</td><td>(249.7)</td><td>—</td></tr><tr><td>Equity activity related to stock-based awards</td><td>48.5</td><td>113.3</td><td>72.8</td></tr><tr><td>Net cash used in financing activities</td><td>(592.7)</td><td>(519.6)</td><td>(858.5)</td></tr><tr><td>Increase/(decrease) in cash and cash equivalents</td><td>17.5</td><td>45.2</td><td>(1.5)</td></tr><tr><td>Cash and cash equivalents, beginning of fiscal year</td><td>152.5</td><td>107.3</td><td>108.8</td></tr><tr><td>Cash and cash equivalents, end of fiscal year</td><td>$   170.0</td><td>$   152.5</td><td>$   107.3</td></tr></table>



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## Note A — Description of Business, Basis of Presentation, and Significant Accounting Policies

Description of business: Paychex, Inc. and its wholly owned subsidiaries (collectively the “Company” or “Paychex”) is a leading provider of payroll, human resource, insurance, and benefits outsourcing solutions for small- to medium-sized businesses in the United States (“U.S.”). The Company also has operations in Germany.

Paychex, a Delaware corporation formed in 1979, reports as one segment. Substantially all of the Company’s revenue is generated within the U.S. The Company also generates revenue within Germany, which represented less than one percent of the Company’s total revenue for each of the years ended May 31, 2015 (“fiscal 2015”), 2014 (“fiscal 2014”), and 2013 (“fiscal 2013”). Long-lived assets in Germany are insignificant in relation to total long-lived assets of the Company as of May 31, 2015 and May 31, 2014. In addition, the Company has an equity method investment for a joint-venture in Brazil and a minority investment in a Canadian entity, neither of which is significant.

Total revenue is comprised of service revenue and interest on funds held for clients. Service revenue is comprised primarily of the fees earned on our portfolio of human capital management (“HCM”) services, which include payroll processing and complementary human resource management and administration services. Payroll service revenue is earned primarily from payroll processing, payroll tax administration services, employee payment services, and other ancillary services. Payroll processing services include the calculation, preparation, and delivery of employee payroll checks; production of internal accounting records and management reports; preparation of federal, state, and local payroll tax returns; and collection and remittance of clients’ payroll obligations.

Our Human Resource Services (“HRS”) portfolio of services and products provide small- to medium-sized businesses with retirement services administration, insurance services, online HR administration services, and other human resource services and products. Our comprehensive human resource outsourcing service is available through Paychex HR Solutions, an administrative services organization (“ASO”), and Paychex PEO, a professional employer organization (“PEO”). Both options offer businesses a combined package of services that includes payroll, employer compliance, human resource and employee benefits administration, risk management outsourcing, and the on-site availability of a professionally trained human resource services representative, among other services. These comprehensive bundles of services are designed to make it easier for businesses to manage their payroll and related benefits costs while providing a benefits package equal to that of larger companies. The PEO differs from the ASO in that Paychex serves as a co-employer of the clients’ employees, offers health care coverage to PEO client employees, and assumes the risks and rewards of workers’ compensation insurance and certain health insurance products. PEO services are sold through the Company’s registered and licensed subsidiary, Paychex Business Solutions, Inc. Paychex HR Essentials is an ASO product that provides support to the Company’s clients over the phone or online to help manage employee-related topics.

In connection with the automated payroll tax administration services, the Company electronically collects payroll taxes from clients' bank accounts, typically on payday, prepares and files the applicable tax returns, and remits taxes to the applicable tax or regulatory agencies on the respective due dates. These taxes are typically paid between one and 30 days after receipt of collections from clients, with some items extending to 90 days. The Company handles regulatory correspondence, amendments, and penalty and interest disputes, and is subject to cash penalties imposed by tax or regulatory agencies for late filings and late or under payment of taxes. With employee payment services, employers are offered the option of paying their employees by direct deposit, payroll debit card, a check drawn on a Paychex account (Readychex \( ^{®} \) ), or a check drawn on the employer's account and electronically signed by Paychex. For the first three methods, Paychex electronically collects net payroll from the clients' bank accounts, typically one business day before payday, and provides payment to the employees on payday.

In addition to service fees paid by clients, the Company earns interest on funds held for clients that are collected before due dates and invested until remittance to the applicable tax or regulatory agencies or client



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

employees. The funds held for clients and related client fund obligations are included in the Consolidated Balance Sheets as current assets and current liabilities, respectively. The amount of funds held for clients and related client fund obligations varies significantly during the year.

Basis of presentation: The consolidated financial statements include the accounts of Paychex, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company has evaluated subsequent events for potential recognition and/or disclosure through the date of issuance of these financial statements.

Cash and cash equivalents: Cash and cash equivalents consist of available cash, money market securities, and other investments with a maturity of 90 days or less at acquisition.

Accounts receivable, net of allowance for doubtful accounts: Accounts receivable balances are shown on the Consolidated Balance Sheets net of the allowance for doubtful accounts of $1.4 million as of May 31, 2015 and $1.5 million as of May 31, 2014. Accounts receivable are written off and charged against the allowance for doubtful accounts when the Company has exhausted all collection efforts without success. No single client had a material impact on total accounts receivable, service revenue, or results of operations.

Funds held for clients and corporate investments: Marketable securities included in funds held for clients and corporate investments consist primarily of securities classified as available-for-sale and are recorded at fair value obtained from an independent pricing service. The funds held for clients portfolio also includes cash, money market securities, and short-term investments. Unrealized gains and losses, net of applicable income taxes, are reported as other comprehensive income in the Consolidated Statements of Income and Comprehensive Income. Realized gains and losses on the sale of available-for-sale securities are determined by specific identification of the cost basis of each security. On the Consolidated Statements of Income and Comprehensive Income, realized gains and losses from their respective portfolios are included in interest on funds held for clients and investment income, net.

Concentrations: Substantially all of the Company’s deposited cash is maintained at large well-capitalized (as defined by their regulators) financial institutions. These deposits may exceed the amount of any insurance provided. All of the Company’s deliverable securities, primarily municipal bond securities, are held in custody with certain of the aforementioned financial institutions, for which that institution bears the risk of custodial loss. Non-deliverable securities, primarily time deposits and money market funds, are restricted to well-capitalized financial institutions.

Property and equipment, net of accumulated depreciation: Property and equipment is stated at cost, less accumulated depreciation. Depreciation is based on the estimated useful lives of property and equipment using the straight-line method. The estimated useful lives of depreciable assets are generally as follows:

<table><tr><td>Category</td><td>Depreciable life</td></tr><tr><td>Buildings and improvements</td><td>Ten to 35 years or the remaining life, whichever is shorter</td></tr><tr><td>Data processing equipment</td><td>Three to four years</td></tr><tr><td>Furniture, fixtures, and equipment</td><td>Three to seven years</td></tr><tr><td>Leasehold improvements</td><td>Ten years or the life of the lease, whichever is shorter</td></tr></table>

Normal and recurring repairs and maintenance costs are charged to expense as incurred. The Company reviews the carrying value of property and equipment for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.

Software development and enhancements: Expenditures for software purchases and software developed for internal use are capitalized and depreciated on a straight-line basis over the estimated useful lives, which are generally three to five years. Software developed as part of the Company’s main processing platform is depreciated over fifteen years. For software developed for internal use, certain costs are capitalized, including



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

external direct costs of materials and services associated with developing or obtaining the software, and payroll and payroll-related costs for employees who are directly associated with internal-use software projects. Capitalization of these costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Costs associated with preliminary project stage activities, training, maintenance, and other post-implementation stage activities are expensed as incurred. The carrying value of software and development costs is reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.

Goodwill and other intangible assets, net of accumulated amortization: The Company has $561.5 million of goodwill as of May 31, 2015. Goodwill is not amortized, but instead is tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of a reporting unit. Impairment is determined by comparing the estimated fair value of a reporting unit to its carrying amount, including goodwill. The Company has the option to perform a qualitative assessment to determine if it is more-likely-than-not that the fair value of a reporting unit has declined below its carrying value. This assessment considers various financial, macroeconomic, industry, and reporting unit specific qualitative factors. The Company performs its annual impairment testing in its fiscal fourth quarter. Based on the results of the Company’s reviews, no impairment loss was recognized in the results of operations for fiscal years 2015, 2014, or 2013. Subsequent to the latest review, there have been no events or circumstances that indicate any potential impairment of the Company’s goodwill balance.

Intangible assets are comprised primarily of client list acquisitions and are reported net of accumulated amortization on the Consolidated Balance Sheets. Intangible assets are amortized over periods generally ranging from three to twelve years. Client lists use an accelerated method, while other intangible assets use the straight-line method of amortization. The Company tests intangible assets for potential impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.

Revenue recognition: Revenues are primarily attributable to fees for providing services as well as investment income earned on funds held for clients. Fees associated with services are recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. Certain processing services are provided under annual service arrangements with revenue recognized ratably over the service period. The Company’s service revenue is largely attributable to processing services where the fee is based on a fixed amount per processing period or a fixed amount per processing period plus a fee per employee or transaction processed. The revenue earned from delivery service for the distribution of certain client payroll checks and reports is included in service revenue, and the costs for the delivery are included in operating expenses on the Consolidated Statements of Income and Comprehensive Income.

For certain of the Company’s service offerings, it receives advance payments for set-up fees from its clients. The Company defers revenue associated with these advance payments, recognizing the revenue and related expenses costs over the expected life of its clients.

PEO revenue is included in service revenue and is reported net of certain direct pass-through costs billed and incurred, which primarily include payroll wages, payroll taxes, and certain benefit premiums. In fiscal 2014, with the addition of a new health care offering within the PEO, we began classifying direct costs related to certain benefit plans where the Company retains risk as operating expenses rather than as a reduction in service revenue. Direct pass-through costs billed and incurred that were a reduction in service revenue were $4.2 billion, $3.4 billion, and $3.0 billion for fiscal years 2015, 2014, and 2013, respectively.

Interest on funds held for clients is earned primarily on funds that are collected from clients before due dates for payroll tax administration services and for employee payment services, and invested until remittance to the applicable tax or regulatory agencies or client employees. The interest earned on these funds is included in total revenue on the Consolidated Statements of Income and Comprehensive Income because the collecting, holding,



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and remitting of these funds are components of providing these services. Interest on funds held for clients also includes net realized gains and losses from the sales of available-for-sale securities.

PEO insurance reserves: As part of the PEO service, the Company offers workers' compensation insurance and health insurance to client companies for the benefit of client employees. Workers' compensation insurance is provided under a fully insured high deductible workers' compensation policy with a national insurance carrier. Workers' compensation insurance reserves are established to provide for the estimated costs of paying claims up to per occurrence liability limits. In establishing the PEO workers' compensation insurance reserves, the Company uses an independent actuarial estimate of undiscounted future cash payments that would be made to settle the claims.

The Company’s maximum individual claims liability was $1.0 million under both its fiscal 2015 and fiscal 2014 workers’ compensation policies. As of May 31, 2015 and May 31, 2014, the Company had recorded current liabilities of $11.3 million and $8.5 million, respectively, and long-term liabilities of $15.3 million and $16.0 million, respectively, on its Consolidated Balance Sheets for workers’ compensation costs.

With respect to the PEO health insurance, the Company offers various health insurance plans that take the form of either fully insured fixed cost plans with various national insurance carriers or a fully insured minimum premium insurance arrangement with coverage provided through a single national carrier. Under the minimum premium arrangement, the Company’s health benefits insurance reserves are established to provide for the payment of claims liability charges in accordance with its service contract with the carrier. The claims liability charges include estimates for reported losses, plus amounts for those claims incurred but not reported, and estimates of certain expenses associated with processing and settling the claims. The Company’s maximum individual claims liability is $0.3 million under both its calendar 2015 and 2014 minimum premium health insurance plan policies. Amounts accrued related to the health insurance reserves are $8.1 million and $4.6 million as of May 31, 2015 and May 31, 2014, respectively. These amounts are included in current liabilities on the Consolidated Balance Sheet.

Estimating the ultimate cost of future claims is an uncertain and complex process based upon historical loss experience and actuarial loss projections, and is subject to change due to multiple factors, including economic trends, changes in legal liability law, and damage awards, all of which could materially impact the reserves as reported in the consolidated financial statements. Accordingly, final claim settlements may vary from the present estimates, particularly with workers' compensation insurance where those payments may not occur until well into the future. The Company regularly reviews the adequacy of its estimated insurance reserves. Adjustments to previously established reserves are reflected in the results of operations for the period in which the adjustment is identified. Such adjustments could be significant, reflecting any combination of new and adverse or favorable trends.

Stock-based compensation costs: All stock-based awards to employees are recognized as compensation costs in the consolidated financial statements based on their fair values measured as of the date of grant. The Company estimates the fair value of stock option grants using a Black-Scholes option pricing model. This model requires various assumptions as inputs including expected volatility of the Paychex stock price and expected option life. Volatility is estimated based on a combination of historical volatility, using stock prices over a period equal to the expected option life, and implied market volatility. Expected option life is estimated based on historical exercise behavior. The Company periodically reassesses its assumptions as well as its choice of valuation model. The Company will reconsider use of this model if additional information becomes available in the future indicating that another model would provide a more accurate estimate of fair value, or if characteristics of future grants would warrant such a change.

The fair value of stock awards is determined based on the stock price at the date of grant. For grants that do not accrue dividends or dividend equivalents, the fair value is the stock price reduced by the present value of estimated dividends over the vesting period or performance period.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company is required to estimate forfeitures and only record compensation costs for those awards that are expected to vest. The assumptions for forfeitures were determined based on type of award and historical experience. Forfeiture assumptions are adjusted at the point in time a significant change is identified, with any adjustment recorded in the period of change, and the final adjustment at the end of the requisite service period to equal actual forfeitures.

The assumptions of volatility, expected option life, and forfeitures all require significant judgment and are subject to change in the future due to factors such as employee exercise behavior, stock price trends, and changes to type or provisions of stock-based awards. Any material change in one or more of these assumptions could have an impact on the estimated fair value of a future award.

Refer to Note D for further discussion of the Company’s stock-based compensation plans.

Income taxes: The Company accounts for deferred taxes by recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company records a deferred tax asset related to the stock-based compensation costs recognized for certain stock-based awards. At the time of the exercise of non-qualified stock options or vesting of stock awards, the Company accounts for the resulting tax deduction by reducing its accrued income tax liability with an offset to the deferred tax asset and any excess of the tax benefit over the deferred tax asset as an increase to additional paid-in capital. The Company currently has a sufficient pool of excess tax benefits in additional paid-in capital to absorb any deficiency in tax benefits that fall short of the related deferred tax asset related to stock-based awards.

The Company also maintains a reserve for uncertain tax positions. The Company evaluates tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements. Prior to recording the related tax benefit in the consolidated financial statements, the Company must conclude that tax positions will be more-likely-than-not to be sustained, assuming those positions will be examined by taxing authorities with full knowledge of all relevant information. The benefit recognized in the consolidated financial statements is the amount the Company expects to realize after examination by taxing authorities. If a tax position drops below the more-likely-than-not standard, the benefit can no longer be recognized. Assumptions, judgment, and the use of estimates are required in determining if the more-likely-than-not standard has been met when developing the provision for income taxes and in determining the expected benefit. A change in the assessment of the more-likely-than-not standard could materially impact the Company’s results of operations or financial position. The Company’s reserve for uncertain tax positions, including interest and net of federal benefits, was $29.1 million as of May 31, 2015 and $29.8 million as of May 31, 2014. Refer to Note I for further discussion of the Company’s reserve for uncertain tax positions.

Use of estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenue, and expenses during the reporting period. Actual amounts and results could differ from these estimates.

Recently adopted accounting pronouncements: In November 2014, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-17, “Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force).” This guidance provides the option for an acquired entity to apply pushdown accounting in its separately issued financial statements when a change-in-control event occurs. This guidance was effective for change-in-control events after November 18, 2014. Adoption of this guidance did not have any effect on the Company’s consolidated financial statements.

In June 2014, the Company adopted FASB ASU 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Carryforward Exists (a consensus of the FASB Emerging Issues Task Force).” This ASU provides explicit guidance regarding the presentation in the statement of financial position of an unrecognized tax benefit when net operating losses or tax credit carryforwards exist. It was effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Adoption of this guidance did not have an effect on the Company’s consolidated financial statements.

In January 2014, the FASB issued ASU 2014-01, “Investments — Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects (a consensus of the FASB Emerging Issues Task Force).” This ASU permits a company to make an accounting policy election to account for investments in qualified affordable housing projects under a new proportional amortization method. If such an election is not made, the ASU requires use of the equity or cost method for investments. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014, with early adoption permitted. The Company currently accounts for its investments in qualified affordable housing projects using the equity method for investments and the adoption of this guidance did not have any effect on the its consolidated financial statements.

Recently issued accounting pronouncements: In May 2015, the FASB issued ASU No. 2015-09, “Financial Services-Insurance (Topic 944): Disclosures about Short-Duration Contracts.” This guidance requires insurance entities to disclose for annual reporting periods incurred and paid claims development information by accident year, after reinsurance, for the number of years for which claims typically remain open. Disclosures should also include quantitative information about claim frequency and a qualitative description of methodologies used for determining claim frequency information. This guidance is effective for annual reporting periods, including interim periods, beginning after December 15, 2015, and is applicable to the Company’s fiscal year beginning June 1, 2016. Early and retrospective application is permitted. The Company is currently evaluating this guidance, but does not anticipate it will have a material impact to its consolidated financial statements.

In May 2015, the FASB issued ASU No. 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (a consensus of the FASB Emerging Issues Task Force).” This guidance removes the requirement to categorize within the fair value hierarchy investments for which fair value is measured using the net asset value per share practical expedient and removes certain related disclosure requirements. This guidance is effective for annual reporting periods, including interim periods, beginning after December 15, 2015, and is applicable to the Company’s fiscal year beginning June 1, 2016. Early adoption is permitted. The Company does not anticipate this guidance will have a material impact to its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This guidance clarifies the accounting treatment for fees paid in cloud computing arrangements, including the determination of whether a cloud computing arrangement includes a software license. This guidance is effective for annual reporting periods, including interim periods, beginning after December 15, 2015, and is applicable to the Company’s fiscal year beginning June 1, 2016. Early adoption is permitted. The Company is currently evaluating this guidance, but does not anticipate it will have a material impact to its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This Guidance requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than an asset. This guidance is effective for annual reporting periods, including interim periods, beginning after December 15, 2015, and is applicable to the Company’s fiscal year beginning June 1, 2016. Early adoption is permitted for financial statements not previously issued. The Company does not anticipate this guidance will have a material impact to its consolidated financial statements.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In February 2015, the FASB issued ASU No. 2015-02 “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” This guidance focuses on a reporting company’s consolidation evaluation to determine whether they should consolidate certain legal entities. This guidance is effective for annual periods beginning after December 15, 2015, and is applicable to the Company’s fiscal year beginning June 1, 2016. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating this guidance, but does not anticipate it will have a material impact to its consolidated financial statements.

In January 2015, the FASB issued ASU No. 2015-01 “Income Statement — Extraordinary and Unusual Items (Subtopic 225-20)-Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This guidance eliminates from GAAP the concept of extraordinary items and is effective for annual reporting periods, including interim reporting periods, beginning after December 15, 2015, and is applicable to the Company’s fiscal year beginning June 1, 2016. Early adoption is permitted. The Company does not anticipate it will have a material impact to its consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, “Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force).” This guidance requires a performance target that affects vesting and that could be achieved after the requisite service period to be treated as a performance condition. The current accounting standard for stock-based compensation as it applies to awards with performance conditions should be applied. This guidance is effective for fiscal years, including interim reporting periods, beginning after December 15, 2015, and is applicable to the Company’s fiscal year beginning June 1, 2016. The Company is currently evaluating this guidance, but does not anticipate it will have a material impact to its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This guidance supersedes current guidance on revenue recognition in Topic 605, “Revenue Recognition.” In addition, there are disclosure requirements related to the nature, amount, timing, and uncertainty of revenue recognition. This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods, as recently amended, and will be required to be applied retrospectively. Early application of the guidance is permitted for annual reporting periods beginning after December 31, 2016. This guidance is applicable to the Company’s fiscal year beginning June 1, 2018. The Company is currently evaluating this guidance and any potential impact to its consolidated financial statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to have a material effect on the Company’s consolidated financial statements.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

## Note B — Basic and Diluted Earnings Per Share

Basic and diluted earnings per share were calculated as follows:

<table><tr><td rowspan="2">In millions, except per share amounts</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Basic earnings per share:</td><td></td><td></td><td></td></tr><tr><td>Net income</td><td>$674.9</td><td>$627.5</td><td>$569.0</td></tr><tr><td>Weighted-average common shares outstanding</td><td>362.9</td><td>364.5</td><td>363.8</td></tr><tr><td>Basic earnings per share</td><td>$1.86</td><td>$1.72</td><td>$1.56</td></tr><tr><td>Diluted earnings per share:</td><td></td><td></td><td></td></tr><tr><td>Net income</td><td>$674.9</td><td>$627.5</td><td>$569.0</td></tr><tr><td>Weighted-average common shares outstanding</td><td>362.9</td><td>364.5</td><td>363.8</td></tr><tr><td>Dilutive effect of common share equivalents</td><td>1.7</td><td>1.6</td><td>0.9</td></tr><tr><td>Weighted-average common shares outstanding, assuming dilution</td><td>364.6</td><td>366.1</td><td>364.7</td></tr><tr><td>Diluted earnings per share</td><td>$1.85</td><td>$1.71</td><td>$1.56</td></tr><tr><td>Weighted-average anti-dilutive common share equivalents</td><td>0.3</td><td>0.7</td><td>6.5</td></tr></table>

Weighted-average common share equivalents that had an anti-dilutive impact are excluded from the computation of diluted earnings per share.

In May 2014, the Company announced that its Board of Directors (the “Board”) approved a program to repurchase up to $350.0 million of the Company’s common stock with authorization expiring on May 31, 2017. During fiscal 2015, the Company repurchased 3.9 million shares for $182.4 million under this program. During fiscal 2014, the Company repurchased 6.2 million shares for $249.7 million under a previous Board-approved program to repurchase up to $350.0 million of its common stock which expired on May 31, 2014. All shares repurchased were retired.

## Note C — Investment Income, Net

Investment income, net, consisted of the following items:

<table><tr><td rowspan="2">In millions</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Interest income on corporate funds</td><td>$ 7.8</td><td>$ 6.9</td><td>$ 6.7</td></tr><tr><td>Interest expense</td><td>(0.7)</td><td>(1.1)</td><td>(0.1)</td></tr><tr><td>Net loss from equity-method investments</td><td>(0.7)</td><td>(0.4)</td><td>—</td></tr><tr><td>Investment income, net</td><td>$ 6.4</td><td>$ 5.4</td><td>$ 6.6</td></tr></table>

## Note D — Stock-Based Compensation Plans

The Paychex, Inc. 2002 Stock Incentive Plan, as amended and restated, effective on October 13, 2010 (the “2002 Plan”) upon its approval by the Company’s stockholders, authorizes grants of up to 39.1 million shares of the Company’s common stock. As of May 31, 2015, there were 18.6 million shares available for future grants under the 2002 Plan.

All stock-based awards to employees are recognized as compensation costs in the consolidated financial statements based on their fair values measured as of the date of grant. These costs are recognized as an expense in the Consolidated Statements of Income and Comprehensive Income on a straight-line basis over the requisite service period and increase additional paid-in capital.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-based compensation expense was $31.4 million, $26.3 million, and $22.8 million for fiscal years 2015, 2014, and 2013, respectively. Related income tax benefits recognized were $11.7 million, $10.1 million, and $8.5 million for the respective fiscal years. Capitalized stock-based compensation costs related to the development of internal use software for these same fiscal years were not significant.

As of May 31, 2015, the total unrecognized compensation cost related to all unvested stock-based awards was $58.1 million and is expected to be recognized over a weighted-average period of 2.9 years.

Black-Scholes fair value assumptions: The fair value of stock option grants and performance stock options was estimated at the date of grant using a Black-Scholes option pricing model. There were no performance stock options granted in fiscal 2015. The weighted-average assumptions used for valuation under the Black-Scholes model are as follows:

<table><tr><td rowspan="2"></td><td colspan="6">Year ended May 31,</td></tr><tr><td>2014</td><td>2013</td><td>2015</td><td>2014</td><td>2013</td><td></td></tr><tr><td></td><td colspan="2">Performance stock options</td><td colspan="2">Stock options</td><td></td><td></td></tr><tr><td>Risk-free interest rate</td><td>1.5%</td><td>0.7%</td><td>2.1%</td><td>2.0%</td><td>1.0%</td><td></td></tr><tr><td>Dividend yield</td><td>3.9%</td><td>4.1%</td><td>3.7%</td><td>4.1%</td><td>4.3%</td><td></td></tr><tr><td>Volatility factor</td><td>.20</td><td>.22</td><td>.21</td><td>.22</td><td>.23</td><td></td></tr><tr><td>Expected option life in years</td><td>4.5</td><td>4.8</td><td>6.0</td><td>6.4</td><td>6.4</td><td></td></tr><tr><td>Weighted-average grant-date fair value of stock options granted (per share)</td><td>$3.85</td><td>$3.55</td><td>$5.68</td><td>$4.90</td><td>$3.77</td><td></td></tr></table>

Risk-free interest rates are yields for zero coupon U.S. Treasury notes maturing approximately at the end of the expected option life. The estimated volatility factor is based on a combination of historical volatility, using stock prices over a period equal to the expected option life, and implied market volatility. The expected option life is based on historical exercise behavior.

The Company has determined that the Black-Scholes option pricing model, as well as the underlying assumptions used in its application, are appropriate in estimating the fair value of its stock option grants. The Company periodically assesses its assumptions as well as its choice of valuation model, and will reconsider use of this model if additional information becomes available in the future indicating that another model would provide a more accurate estimate of fair value, or if characteristics of future grants would warrant such a change.

Stock options: Stock options entitle the holder to purchase, at the end of the vesting term, a specified number of shares of Paychex common stock at an exercise price per share set equal to the closing market price of the common stock on the date of grant. All stock options have a contractual life of ten years from the date of the grant and a vesting schedule as established by the Board. The Company issues new shares of common stock to satisfy stock option exercises. Non-qualified stock option grants to officers and outside directors are typically approved by the Board in July. Grants of non-qualified stock options to officers vest 25% per annum and grants to members of the Board vest after one year.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes stock option activity for the year ended May 31, 2015:

<table><tr><td>In millions, except per share amounts</td><td>Shares subject to options</td><td>Weighted-average exercise price per share</td><td>Weighted-average remaining contractual term (years)</td><td>Aggregate intrinsic value \( ^{(1)} \)</td></tr><tr><td>Outstanding as of May 31, 2014</td><td>5.4</td><td>$34.00</td><td></td><td></td></tr><tr><td>Granted</td><td>0.8</td><td>$41.70</td><td></td><td></td></tr><tr><td>Exercised</td><td>(1.5)</td><td>$33.84</td><td></td><td></td></tr><tr><td>Forfeited</td><td>—</td><td>$30.15</td><td></td><td></td></tr><tr><td>Expired</td><td>—</td><td>$38.12</td><td></td><td></td></tr><tr><td>Outstanding as of May 31, 2015</td><td>4.7</td><td>$35.21</td><td>6.0</td><td>$66.3</td></tr><tr><td>Exercisable as of May 31, 2015</td><td>2.7</td><td>$33.42</td><td>4.4</td><td>$43.0</td></tr></table>

(1) Market price of the underlying stock as of May 31, 2015 less the exercise price.

Other information pertaining to stock option grants is as follows:

<table><tr><td rowspan="2">In millions, except per share amounts</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Total intrinsic value of stock options exercised</td><td>$17.6</td><td>$18.9</td><td>$7.8</td></tr><tr><td>Total grant-date fair value of stock options vested</td><td>$ 3.6</td><td>$ 3.0</td><td>$3.0</td></tr></table>

Performance stock options: In July 2011, the Board approved a special award of performance-based stock options under a Long-Term Incentive Plan. Subsequent grants of this award have been made upon hire of new officers. Under this award, stock options were granted to officers with vesting dependent on achievement against long-term strategic and financial objectives. In July 2014, 23.5% of the awards vested based on achievement against performance targets for fiscal 2014. The remaining awards will vest in full if performance targets for the fiscal year ending May 31, 2016 are achieved.

The following table summarizes performance stock option activity for the year ended May 31, 2015:

<table><tr><td>In millions, except per share amounts</td><td>Shares subject to options</td><td>Weighted-average exercise price per share</td><td>Weighted-average remaining contractual term (years)</td><td>Aggregate intrinsic value \( ^{(1)} \)</td></tr><tr><td>Outstanding as of May 31, 2014</td><td>2.8</td><td>$31.25</td><td></td><td></td></tr><tr><td>Granted</td><td>—</td><td>$—</td><td></td><td></td></tr><tr><td>Exercised</td><td>(0.1)</td><td>$30.17</td><td></td><td></td></tr><tr><td>Forfeited</td><td>—</td><td>$—</td><td></td><td></td></tr><tr><td>Expired</td><td>—</td><td>$—</td><td></td><td></td></tr><tr><td>Outstanding as of May 31, 2015</td><td>2.7</td><td>$31.31</td><td>6.4</td><td>$48.2</td></tr><tr><td>Exercisable as of May 31, 2015</td><td>0.5</td><td>$31.20</td><td>6.3</td><td>$ 8.6</td></tr></table>

(1) Market price of the underlying stock as of May 31, 2015 less the exercise price.

For fiscal 2015, the total intrinsic value of the performance stock options exercised was $2.7 million and the total grant-date fair value of performance stock options vested was $2.6 million.

Restricted stock units: The Board grants restricted stock units (“RSUs”) to non-officer management. An RSU is an agreement to issue shares at the time of vesting with no associated exercise cost. For each unit granted, the holder will receive one share of stock at the time of vesting. RSUs do not have voting rights or earn dividend



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

equivalents during the vesting period. These awards vest 20% per annum over five years. The fair value of RSUs is equal to the closing market price of the underlying common stock as of the date of grant, adjusted for the present value of expected dividends over the vesting period.

The following table summarizes RSU activity for the year ended May 31, 2015:

<table><tr><td>In millions, except per share amounts</td><td>RSUs</td><td>Weighted-average grant-date fair value per share</td><td>Weighted-average remaining vesting period (years)</td><td>Aggregate intrinsic value \( ^{(1)} \)</td></tr><tr><td>Nonvested as of May 31, 2014</td><td>1.7</td><td>$30.52</td><td></td><td></td></tr><tr><td>Granted</td><td>0.7</td><td>$36.64</td><td></td><td></td></tr><tr><td>Vested</td><td>(0.5)</td><td>$28.11</td><td></td><td></td></tr><tr><td>Forfeited</td><td>(0.1)</td><td>$32.60</td><td></td><td></td></tr><tr><td>Nonvested as of May 31, 2015</td><td>1.8</td><td>$33.57</td><td>3.0</td><td>$88.8</td></tr></table>

(1) Intrinsic value for RSUs is the market price of the underlying stock as of May 31, 2015.

Other information pertaining to RSUs is as follows:

<table><tr><td rowspan="2">In millions, except per share amounts</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Weighted-average grant-date fair value of RSUs granted</td><td>$36.64</td><td>$36.37</td><td>$28.59</td></tr><tr><td>Total intrinsic value of RSUs vested</td><td>$ 21.7</td><td>$ 18.3</td><td>$ 15.5</td></tr><tr><td>Total grant-date fair value of RSUs vested</td><td>$ 14.8</td><td>$ 12.1</td><td>$ 13.4</td></tr></table>

Restricted stock awards: The Board has approved grants of restricted stock awards to the Company’s officers and outside directors. All shares underlying awards of restricted stock are restricted in that they are not transferable until they vest. The recipients of the restricted stock have voting rights and earn dividends, which are paid to the recipient at the time the awards vest. If the recipient leaves Paychex prior to the vesting date for any reason, the shares of restricted stock and the dividends accrued on those shares will be forfeited and returned to Paychex.

Time-vested restricted stock awards granted to officers vest one-third per annum. Restricted stock granted to outside directors vest on the one-year anniversary of the grant date. The fair value of restricted stock awards is equal to the closing market price of the underlying common stock as of the date of grant and is expensed over the requisite service period on a straight-line basis.

The following table summarizes restricted stock activity for the year ended May 31, 2015:

<table><tr><td>In millions, except per share amounts</td><td>Restricted shares</td><td>Weighted-average grant-date fair value per share</td></tr><tr><td>Nonvested as of May 31, 2014</td><td>0.2</td><td>$33.55</td></tr><tr><td>Granted</td><td>0.1</td><td>$41.70</td></tr><tr><td>Vested</td><td>(0.1)</td><td>$31.79</td></tr><tr><td>Forfeited</td><td>—</td><td>$—</td></tr><tr><td>Nonvested as of May 31, 2015</td><td>0.2</td><td>$38.99</td></tr></table>



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other information pertaining to restricted stock follows:

<table><tr><td rowspan="2">In millions, except per share amounts</td><td colspan="4">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td><td></td></tr><tr><td>Weighted-average grant-date fair value of restricted stock granted</td><td>$41.70</td><td>$38.53</td><td>$31.76</td><td></td></tr><tr><td>Total grant-date fair value of restricted stock vested</td><td>$3.5</td><td>$3.3</td><td>$2.1</td><td></td></tr></table>

Performance shares: Performance shares have a two-year performance period, after which the amount of restricted shares earned will be determined based on achievement against established performance targets. The restricted shares earned will then be subject to a one year service period. Performance shares do not have voting rights or earn dividend equivalents during the performance period. The fair value of performance shares is equal to the closing market price of the underlying common stock as of the date of grant, adjusted for the present value of expected dividends over the performance period.

The following table summarizes performance share activity for the year ended May 31, 2015:

<table><tr><td>In millions, except per share amounts</td><td>Performance shares</td><td>Weighted-average grant-date fair value per share</td></tr><tr><td>Nonvested as of May 31, 2014</td><td>0.5</td><td>$31.61</td></tr><tr><td>Granted \( ^{(1)} \)</td><td>0.2</td><td>$37.61</td></tr><tr><td>Vested</td><td>(0.1)</td><td>$28.87</td></tr><tr><td>Forfeited</td><td>—</td><td>$—</td></tr><tr><td>Nonvested as of May 31, 2015</td><td>0.6</td><td>$34.24</td></tr></table>

(1) Performance shares granted assuming achievement of performance goals at target. Actual amount of shares to be earned may differ from this amount.

Non-compensatory employee benefit plan: The Company offers an Employee Stock Purchase Plan to all employees under which the Company’s common stock can be purchased through a payroll deduction with no discount to the market price and no look-back provision. All transactions occur directly through the Company’s transfer agent and no brokerage fees are charged to employees, except for when stock is sold. The plan has been deemed non-compensatory and therefore, no stock-based compensation costs have been recognized for fiscal years 2015, 2014, or 2013 related to this plan.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

## Note E — Funds Held for Clients and Corporate Investments

Funds held for clients and corporate investments are as follows:

<table><tr><td rowspan="2">In millions</td><td colspan="5">May 31, 2015</td></tr><tr><td>Amortized cost</td><td>Gross unrealized gains</td><td>Gross unrealized losses</td><td>Fair value</td><td></td></tr><tr><td>Type of issue:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Funds held for clients money market securities and other cash equivalents</td><td>$1,430.0</td><td>$ —</td><td>$ —</td><td>$1,430.0</td><td></td></tr><tr><td>Available-for-sale securities:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>General obligation municipal bonds</td><td>1,694.0</td><td>14.0</td><td>(4.3)</td><td>1,703.7</td><td></td></tr><tr><td>Pre-refunded municipal bonds \( ^{(1)} \)</td><td>101.7</td><td>1.0</td><td>—</td><td>102.7</td><td></td></tr><tr><td>Revenue municipal bonds</td><td>960.7</td><td>6.1</td><td>(3.2)</td><td>963.6</td><td></td></tr><tr><td>Variable rate demand notes</td><td>825.6</td><td>—</td><td>—</td><td>825.6</td><td></td></tr><tr><td>Total available-for-sale securities</td><td>3,582.0</td><td>21.1</td><td>(7.5)</td><td>3,595.6</td><td></td></tr><tr><td>Other</td><td>12.7</td><td>1.5</td><td>—</td><td>14.2</td><td></td></tr><tr><td>Total funds held for clients and corporate investments</td><td>$5,024.7</td><td>$22.6</td><td>(7.5)</td><td>$5,039.8</td><td></td></tr><tr><td></td><td></td><td colspan="4">May 31, 2014</td></tr><tr><td>In millions</td><td>Amortized cost</td><td>Gross unrealized gains</td><td>Gross unrealized losses</td><td>Fair value</td><td></td></tr><tr><td>Type of issue:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Funds held for clients money market securities and other cash equivalents</td><td>$1,579.2</td><td>$ —</td><td>$ —</td><td>$1,579.2</td><td></td></tr><tr><td>Available-for-sale securities:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>General obligation municipal bonds</td><td>1,605.4</td><td>25.0</td><td>(1.9)</td><td>1,628.5</td><td></td></tr><tr><td>Pre-refunded municipal bonds \( ^{(1)} \)</td><td>140.4</td><td>2.4</td><td>—</td><td>142.8</td><td></td></tr><tr><td>Revenue municipal bonds</td><td>858.8</td><td>10.1</td><td>(1.1)</td><td>867.8</td><td></td></tr><tr><td>Variable rate demand notes</td><td>752.3</td><td>—</td><td>—</td><td>752.3</td><td></td></tr><tr><td>Total available-for-sale securities</td><td>3,356.9</td><td>37.5</td><td>(3.0)</td><td>3,391.4</td><td></td></tr><tr><td>Other</td><td>10.6</td><td>1.7</td><td>—</td><td>12.3</td><td></td></tr><tr><td>Total funds held for clients and corporate investments</td><td>$4,946.7</td><td>$39.2</td><td>(3.0)</td><td>$4,982.9</td><td></td></tr></table>

(1) Pre-refunded municipal bonds are secured by an escrow fund of U.S. government obligations.

Included in money market securities and other cash equivalents as of May 31, 2015 and May 31, 2014 are money market funds, bank demand deposit accounts, short-term municipal bonds and commercial paper.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

<table><tr><td rowspan="2">In millions</td><td colspan="2">May 31,</td></tr><tr><td>2015</td><td>2014</td></tr><tr><td>Funds held for clients</td><td>$4,273.4</td><td>$4,198.6</td></tr><tr><td>Corporate investments</td><td>366.6</td><td>398.7</td></tr><tr><td>Long-term corporate investments</td><td>399.8</td><td>385.6</td></tr><tr><td>Total funds held for clients and corporate investments</td><td>$5,039.8</td><td>$4,982.9</td></tr></table>

The Company’s available-for-sale securities reflected a net unrealized gain of $13.6 million as of May 31, 2015 compared with a net unrealized gain of $34.5 million as of May 31, 2014. Included in the net unrealized gain total as of May 31, 2015 and May 31, 2014, there were 280 and 98 available-for-sale securities, respectively, in an unrealized loss position. The securities in an unrealized loss position were as follows:

<table><tr><td rowspan="2"></td><td colspan="6">May 31, 2015</td></tr><tr><td>Securities in an unrealized loss position for less than twelve months</td><td>Securities in an unrealized loss position for more than twelve months</td><td>Total</td><td></td><td></td><td></td></tr><tr><td>In millions</td><td>Gross unrealized losses</td><td>Fair value</td><td>Gross unrealized losses</td><td>Fair Value</td><td>Gross unrealized losses</td><td>Fair Value</td></tr><tr><td>Type of issue:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>General obligation municipal bonds</td><td>$ (3.8)</td><td>$535.1</td><td>$ (0.5)</td><td>$26.3</td><td>$ (4.3)</td><td>$561.4</td></tr><tr><td>Revenue municipal bonds</td><td>(3.2)</td><td>361.6</td><td>—</td><td>—</td><td>(3.2)</td><td>361.6</td></tr><tr><td>Total</td><td>$ (7.0)</td><td>$896.7</td><td>$ (0.5)</td><td>$26.3</td><td>$ (7.5)</td><td>$923.0</td></tr><tr><td></td><td colspan="6">May 31, 2014</td></tr><tr><td></td><td>Securities in an unrealized loss position for less than twelve months</td><td>Securities in an unrealized loss position for more than twelve months</td><td>Total</td><td></td><td></td><td></td></tr><tr><td>In millions</td><td>Gross unrealized losses</td><td>Fair value</td><td>Gross unrealized losses</td><td>Fair Value</td><td>Gross unrealized losses</td><td>Fair Value</td></tr><tr><td>Type of issue:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>General obligation municipal bonds</td><td>$ (0.1)</td><td>$ 69.6</td><td>$ (1.8)</td><td>$164.0</td><td>$ (1.9)</td><td>$233.6</td></tr><tr><td>Pre-refunded municipal bonds</td><td>—</td><td>1.7</td><td>—</td><td>—</td><td>—</td><td>1.7</td></tr><tr><td>Revenue municipal bonds</td><td>—</td><td>47.5</td><td>(1.1)</td><td>112.4</td><td>(1.1)</td><td>159.9</td></tr><tr><td>Total</td><td>$ (0.1)</td><td>$118.8</td><td>$ (2.9)</td><td>$276.4</td><td>$ (3.0)</td><td>$395.2</td></tr></table>

The Company regularly reviews its investment portfolios to determine if any investment is other-than-temporarily impaired due to changes in credit risk or other potential valuation concerns. The Company believes that the investments held as of May 31, 2015 that had unrealized losses of $7.5 million were not other-than-temporarily impaired. The Company believes that it is probable that the principal and interest will be collected in accordance with contractual terms, and that the unrealized losses on these securities were due to changes in interest rates and were not due to increased credit risk or other valuation concerns. A substantial portion of the securities in an unrealized loss position as of May 31, 2015 and May 31, 2014 held an AA rating or better. The Company does not intend to sell these investments until the recovery of their amortized cost basis or maturity, and further believes that it is not more-likely-than-not that it will be required to sell these investments prior to



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

that time. The Company’s assessment that an investment is not other-than-temporarily impaired could change in the future due to new developments or changes in the Company’s strategies or assumptions related to any particular investment.

Realized gains and losses from the sale of available-for-sale securities were as follows:

<table><tr><td rowspan="2">In millions</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Gross realized gains</td><td>$0.3</td><td>$0.6</td><td>$0.9</td></tr><tr><td>Gross realized losses</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Net realized gains</td><td>$0.3</td><td>$0.6</td><td>$0.9</td></tr></table>

The amortized cost and fair value of available-for-sale securities that had stated maturities as of May 31, 2015 are shown below by contractual maturity. Expected maturities can differ from contractual maturities because borrowers may have the right to prepay obligations without prepayment penalties.

<table><tr><td rowspan="2">In millions</td><td colspan="2">May 31, 2015</td></tr><tr><td>Amortized cost</td><td>Fair value</td></tr><tr><td>Maturity date:</td><td></td><td></td></tr><tr><td>Due in one year or less</td><td>$ 345.8</td><td>$ 347.8</td></tr><tr><td>Due after one year through three years</td><td>726.3</td><td>734.3</td></tr><tr><td>Due after three years through five years</td><td>800.9</td><td>802.0</td></tr><tr><td>Due after five years</td><td>1,709.0</td><td>1,711.5</td></tr><tr><td>Total</td><td>$3,582.0</td><td>$3,595.6</td></tr></table>

Variable rate demand notes are primarily categorized as due after five years in the table above as the contractual maturities on these securities are typically 20 to 30 years. Although these securities are issued as long-term securities, they are priced and traded as short-term instruments because of the liquidity provided through the tender feature.

## Note F — 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. The accounting standards related to fair value measurements include a hierarchy for information and valuations used in measuring fair value that is broken down into three levels based on reliability, as follows:

• Level 1 valuations are based on quoted prices in active markets for identical instruments that the Company can access at the measurement date.

• Level 2 valuations are based on inputs other than quoted prices included in Level 1 that are observable for the instrument, either directly or indirectly, for substantially the full term of the asset or liability including the following:

— quoted prices for similar, but not identical, instruments in active markets;

— quoted prices for identical or similar instruments in markets that are not active;

— inputs other than quoted prices that are observable for the instrument; or

— inputs that are derived principally from or corroborated by observable market data by correlation or other means.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

• Level 3 valuations are based on information that is unobservable and significant to the overall fair value measurement.

The carrying values of cash and cash equivalents, including money market securities, accounts receivable, net of allowance for doubtful accounts, and accounts payable approximate fair value due to the short maturities of these instruments. Marketable securities included in funds held for clients and corporate investments consist primarily of securities classified as available-for-sale and are recorded at fair value on a recurring basis.

The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows:

<table><tr><td rowspan="2">In millions</td><td colspan="4">May 31, 2015</td></tr><tr><td>Carrying value (Fair value)</td><td>Quoted prices in active markets (Level 1)</td><td>Significant other observable inputs (Level 2)</td><td>Significant unobservable inputs (Level 3)</td></tr><tr><td>Assets:</td><td></td><td></td><td></td><td></td></tr><tr><td>Cash equivalents:</td><td></td><td></td><td></td><td></td></tr><tr><td>Commercial paper</td><td>$ 15.0</td><td>$ —</td><td>$ 15.0</td><td>$—</td></tr><tr><td>General obligation municipal bonds</td><td>55.1</td><td>—</td><td>55.1</td><td>—</td></tr><tr><td>Pre-refunded municipal bonds</td><td>20.5</td><td>—</td><td>20.5</td><td>—</td></tr><tr><td>Revenue municipal bonds</td><td>12.3</td><td>—</td><td>12.3</td><td>—</td></tr><tr><td>Money market securities</td><td>0.2</td><td>0.2</td><td>—</td><td>—</td></tr><tr><td>Total cash equivalents</td><td>$ 103.1</td><td>$ 0.2</td><td>$ 102.9</td><td>$—</td></tr><tr><td>Available-for-sale securities:</td><td></td><td></td><td></td><td></td></tr><tr><td>General obligation municipal bonds</td><td>$1,703.7</td><td>$ —</td><td>$1,703.7</td><td>$—</td></tr><tr><td>Pre-refunded municipal bonds</td><td>102.7</td><td>—</td><td>102.7</td><td>—</td></tr><tr><td>Revenue municipal bonds</td><td>963.6</td><td>—</td><td>963.6</td><td>—</td></tr><tr><td>Variable rate demand notes</td><td>825.6</td><td>—</td><td>825.6</td><td>—</td></tr><tr><td>Total available-for-sale securities</td><td>$3,595.6</td><td>$ —</td><td>$3,595.6</td><td>$—</td></tr><tr><td>Other</td><td>$ 14.2</td><td>$14.2</td><td>$ —</td><td>$—</td></tr><tr><td>Liabilities:</td><td></td><td></td><td></td><td></td></tr><tr><td>Other long-term liabilities</td><td>$ 14.2</td><td>$14.2</td><td>$ —</td><td>$—</td></tr></table>



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

<table><tr><td rowspan="2"></td><td colspan="4">May 31, 2014</td></tr><tr><td>Carrying value (Fair value)</td><td>Quoted prices in active markets (Level 1)</td><td>Significant other observable inputs (Level 2)</td><td>Significant unobservable inputs (Level 3)</td></tr><tr><td>In millions</td><td></td><td></td><td></td><td></td></tr><tr><td>Assets:</td><td></td><td></td><td></td><td></td></tr><tr><td>Cash equivalents:</td><td></td><td></td><td></td><td></td></tr><tr><td>Commercial paper</td><td>$ 6.0</td><td>$ —</td><td>$ 6.0</td><td>$—</td></tr><tr><td>General obligation municipal bonds</td><td>10.9</td><td>—</td><td>10.9</td><td>—</td></tr><tr><td>Pre-refunded municipal bonds</td><td>31.2</td><td>—</td><td>31.2</td><td>—</td></tr><tr><td>Revenue municipal bonds</td><td>17.7</td><td>—</td><td>17.7</td><td>—</td></tr><tr><td>Total cash equivalents</td><td>$ 65.8</td><td>$ —</td><td>$ 65.8</td><td>$—</td></tr><tr><td>Available-for-sale securities:</td><td></td><td></td><td></td><td></td></tr><tr><td>General obligation municipal bonds</td><td>$1,628.5</td><td>$ —</td><td>$1,628.5</td><td>$—</td></tr><tr><td>Pre-refunded municipal bonds</td><td>142.8</td><td>—</td><td>142.8</td><td>—</td></tr><tr><td>Revenue municipal bonds</td><td>867.8</td><td>—</td><td>867.8</td><td>—</td></tr><tr><td>Variable rate demand notes</td><td>752.3</td><td>—</td><td>752.3</td><td>—</td></tr><tr><td>Total available-for-sale securities</td><td>$3,391.4</td><td>$ —</td><td>$3,391.4</td><td>$—</td></tr><tr><td>Other</td><td>$ 12.3</td><td>$12.3</td><td>$ —</td><td>$—</td></tr><tr><td>Liabilities:</td><td></td><td></td><td></td><td></td></tr><tr><td>Other long-term liabilities</td><td>$ 12.3</td><td>$12.3</td><td>$ —</td><td>$—</td></tr></table>

In determining the fair value of its assets and liabilities, the Company predominately uses the market approach. Commercial paper is included in Level 2 because it may not trade on a daily basis. Available-for-sale securities and short-term municipal securities included in Level 2 are valued utilizing inputs obtained from an independent pricing service. To determine the fair value of the Company’s 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. 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 for a sample of securities. The Company has not adjusted the prices obtained from the independent pricing service.

Assets included as other are mutual fund investments, consisting of participants' eligible deferral contributions under the Company's non-qualified and unfunded deferred compensation plans. The related liability is reported as other long-term liabilities. The mutual funds are valued based on quoted market prices in active markets.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

## Note G — Property and Equipment, Net of Accumulated Depreciation

The components of property and equipment, at cost, consisted of the following:

<table><tr><td rowspan="2">In millions</td><td colspan="2">May 31,</td></tr><tr><td>2015</td><td>2014</td></tr><tr><td>Land and improvements</td><td>$ 8.3</td><td>$ 8.1</td></tr><tr><td>Buildings and improvements</td><td>102.1</td><td>101.1</td></tr><tr><td>Data processing equipment</td><td>190.9</td><td>180.8</td></tr><tr><td>Software</td><td>391.8</td><td>344.8</td></tr><tr><td>Furniture, fixtures, and equipment</td><td>145.6</td><td>145.0</td></tr><tr><td>Leasehold improvements</td><td>106.2</td><td>101.7</td></tr><tr><td>Construction in progress</td><td>28.5</td><td>25.3</td></tr><tr><td>Total property and equipment, gross</td><td>973.4</td><td>906.8</td></tr><tr><td>Less: Accumulated depreciation</td><td>619.5</td><td>564.6</td></tr><tr><td>Property and equipment, net of accumulated depreciation</td><td>$353.9</td><td>$342.2</td></tr></table>

Depreciation expense was $92.1 million, $89.1 million, and $79.2 million for fiscal years 2015, 2014, and 2013, respectively.

## Note H — Goodwill and Intangible Assets, Net of Accumulated Amortization

The Company had goodwill balances on its Consolidated Balance Sheets of $561.5 million as of May 31, 2015, and $540.3 million as of May 31, 2014. The increase in goodwill since May 31, 2014 was the result of an immaterial business acquisition.

The Company has certain intangible assets with finite lives. The components of intangible assets, at cost, consisted of the following:

<table><tr><td rowspan="2">In millions</td><td colspan="2">May 31,</td></tr><tr><td>2015</td><td>2014</td></tr><tr><td>Client lists</td><td>$244.6</td><td>$240.9</td></tr><tr><td>Other intangible assets</td><td>3.2</td><td>2.6</td></tr><tr><td>Total intangible assets, gross</td><td>247.8</td><td>243.5</td></tr><tr><td>Less: Accumulated amortization</td><td>215.4</td><td>202.9</td></tr><tr><td>Intangible assets, net of accumulated amortization</td><td>$ 32.4</td><td>$ 40.6</td></tr></table>

During fiscal 2015, the Company acquired intangible assets with weighted-average amortization periods as follows: customer lists — 8.0 years; other intangible assets — 3.0 years; and total — 7.6 years. Amortization expense relating to intangible assets was $14.5 million, $15.9 million, and $19.0 million for fiscal years 2015, 2014, and 2013, respectively.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The estimated amortization expense for the next five fiscal years relating to intangible asset balances is as follows:

<table><tr><td>In millions</td><td>Estimated amortization expense</td></tr><tr><td>Year ending May 31,</td><td>$11.3</td></tr><tr><td>2016</td><td>8.2</td></tr><tr><td>2017</td><td>5.5</td></tr><tr><td>2018</td><td>3.6</td></tr><tr><td>2019</td><td>2.0</td></tr><tr><td>2020</td><td>2.0</td></tr></table>

## Note I — Income Taxes

The components of deferred tax assets and liabilities are as follows:

<table><tr><td rowspan="2">In millions</td><td colspan="2">May 31,</td></tr><tr><td>2015</td><td>2014</td></tr><tr><td>Deferred tax assets:</td><td></td><td></td></tr><tr><td>Compensation and employee benefit liabilities</td><td>$ 20.9</td><td>$ 18.7</td></tr><tr><td>Other current liabilities</td><td>6.9</td><td>6.9</td></tr><tr><td>Tax credit carry forward</td><td>40.1</td><td>38.3</td></tr><tr><td>Depreciation</td><td>11.9</td><td>8.3</td></tr><tr><td>Stock-based compensation</td><td>21.6</td><td>21.1</td></tr><tr><td>Other</td><td>24.9</td><td>28.7</td></tr><tr><td>Gross deferred tax assets</td><td>126.3</td><td>122.0</td></tr><tr><td>Deferred tax liabilities:</td><td></td><td></td></tr><tr><td>Capitalized software</td><td>53.6</td><td>50.1</td></tr><tr><td>Depreciation</td><td>3.8</td><td>12.2</td></tr><tr><td>Goodwill and intangible assets</td><td>52.0</td><td>46.7</td></tr><tr><td>Revenue not subject to current taxes</td><td>13.1</td><td>12.6</td></tr><tr><td>Unrealized gains on available-for-sale securities</td><td>5.3</td><td>13.2</td></tr><tr><td>Other</td><td>0.3</td><td>0.4</td></tr><tr><td>Gross deferred tax liabilities</td><td>128.1</td><td>135.2</td></tr><tr><td>Net deferred tax liability</td><td>$ (1.8)</td><td>$ (13.2)</td></tr></table>

The deferred tax asset related to tax credit carry forward consists of alternative minimum tax credits, which may be carried forward indefinitely.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the provision for income taxes are as follows:

<table><tr><td rowspan="2">In millions</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Current:</td><td></td><td></td><td></td></tr><tr><td>Federal</td><td>$341.4</td><td>$314.5</td><td>$274.2</td></tr><tr><td>State</td><td>47.8</td><td>51.0</td><td>62.9</td></tr><tr><td>Total current</td><td>389.2</td><td>365.5</td><td>337.1</td></tr><tr><td>Deferred:</td><td></td><td></td><td></td></tr><tr><td>Federal</td><td>(5.1)</td><td>(3.5)</td><td>5.5</td></tr><tr><td>State</td><td>1.0</td><td>(1.4)</td><td>(0.2)</td></tr><tr><td>Total deferred</td><td>(4.1)</td><td>(4.9)</td><td>5.3</td></tr><tr><td>Income taxes</td><td>$385.1</td><td>$360.6</td><td>$342.4</td></tr></table>

A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate is as follows:

<table><tr><td rowspan="2"></td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Federal statutory tax rate</td><td>35.0%</td><td>35.0%</td><td>35.0%</td></tr><tr><td>Increase/(decrease) resulting from:</td><td></td><td></td><td></td></tr><tr><td>State income taxes, net of federal tax benefit</td><td>3.0%</td><td>3.3%</td><td>3.0%</td></tr><tr><td>Tax settlement</td><td>—%</td><td>—%</td><td>1.5%</td></tr><tr><td>Tax-exempt municipal bond interest</td><td>(1.5)%</td><td>(1.5)%</td><td>(1.7)%</td></tr><tr><td>Other items</td><td>(0.2)%</td><td>(0.3)%</td><td>(0.2)%</td></tr><tr><td>Effective income tax rate</td><td>36.3%</td><td>36.5%</td><td>37.6%</td></tr></table>

Uncertain income tax positions: The Company is subject to U.S. federal income tax, numerous local and state tax jurisdictions within the U.S., and income taxes in Germany. The Company maintains a reserve for uncertain tax positions. As of May 31, 2015 and May 31, 2014, the total reserve for uncertain tax positions, including interest and net of federal benefits, was $29.1 million and $29.8 million, respectively. As of May 31, 2015 and May 31, 2014, $29.1 million and $28.6 million, respectively, of the total reserves for uncertain tax positions, including interest and net of federal benefits, were included in long-term liabilities on the Consolidated Balance Sheets.

A reconciliation of the beginning and ending amounts of the Company’s gross unrecognized tax benefits, not including interest or other potential offsetting effects, is as follows:

<table><tr><td rowspan="2">In millions</td><td colspan="3">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td></tr><tr><td>Balance as of beginning of fiscal year</td><td>$40.0</td><td>$26.7</td><td>$ 41.7</td></tr><tr><td>Additions for tax positions of the current year</td><td>6.7</td><td>11.2</td><td>28.5</td></tr><tr><td>Additions for tax positions of prior years</td><td>0.8</td><td>4.2</td><td>12.2</td></tr><tr><td>Reductions for tax positions of prior years</td><td>(0.4)</td><td>(1.8)</td><td>(0.5)</td></tr><tr><td>Settlements with tax authorities</td><td>(1.2)</td><td>—</td><td>(55.0)</td></tr><tr><td>Expiration of the statute of limitations</td><td>(6.0)</td><td>(0.3)</td><td>(0.2)</td></tr><tr><td>Balance as of end of fiscal year</td><td>$39.9</td><td>$40.0</td><td>$ 26.7</td></tr></table>



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In May 2013, the Company executed a closing agreement that resolved tax matters related to the audits by New York State for the fiscal year ended May 31, 2004 (“fiscal 2004”) through the fiscal year ended May 31, 2011 (“fiscal 2011”). As a result, the reserve for uncertain tax positions was increased by $21.2 million in May 2013. The resolution and execution of the closing agreement in May 2013 on the open tax matters for fiscal 2004 through fiscal 2011 impacted the Company’s effective income tax rate for fiscal 2013, as noted in the reconciliation of the U.S. federal statutory rate to the Company’s effective income tax rate.

The reserve as of May 31, 2015 substantially relates to uncertain tax positions for state income tax matters. The Company believes the reserve for uncertain tax positions, including interest and net of federal benefits, of $29.1 million as of May 31, 2015 adequately covers open tax years and uncertain tax positions up to and including fiscal 2015 for major taxing jurisdictions. As of May 31, 2015, the entire $29.1 million of unrecognized tax benefits, if recognized, would impact the Company’s effective income tax rate. As of May 31, 2014, $24.6 million of the $29.8 million unrecognized tax benefits, if recognized, would have impacted the Company’s effective income tax rate.

The Company has concluded all U.S. federal income tax matters through the fiscal year ended May 31, 2011. Fiscal 2013 is currently under audit by the IRS and fiscal years 2012, 2014, and 2015 are subject to potential audit. With limited exception, state income tax audits by taxing authorities are closed through the fiscal year ended May 31, 2010, primarily due to expiration of the statute of limitations.

The Company continues to follow its policy of recognizing interest and penalties accrued on tax positions as a component of income taxes on the Consolidated Statements of Income and Comprehensive Income. The amount of accrued interest and penalties associated with the Company’s tax positions is immaterial to the Consolidated Balance Sheets. The amount of interest and penalties recognized for fiscal years 2015, 2014, and 2013 was immaterial to the Company’s results of operations.

## Note J — Accumulated Other Comprehensive Income

The change in unrealized gains and losses, net of applicable taxes, related to available-for-sale securities is the primary component reported in accumulated other comprehensive income in the Consolidated Balance Sheets. The changes in accumulated other comprehensive income are as follows:

<table><tr><td rowspan="2">In millions</td><td colspan="4">Year ended May 31,</td></tr><tr><td>2015</td><td>2014</td><td>2013</td><td></td></tr><tr><td>Beginning balance</td><td>$ 21.5</td><td>$22.0</td><td>$ 37.7</td><td></td></tr><tr><td>Other comprehensive loss:</td><td></td><td></td><td></td><td></td></tr><tr><td>Unrealized holding (losses)/gains</td><td>(21.5)</td><td>0.3</td><td>(24.1)</td><td></td></tr><tr><td>Income tax benefit/(expense) related to unrealized holding gains/(losses)</td><td>7.7</td><td>(0.4)</td><td>9.0</td><td></td></tr><tr><td>Reclassification adjustment for the net gain on sale of available-for-sale securities realized in net income</td><td>(0.3)</td><td>(0.6)</td><td>(0.9)</td><td></td></tr><tr><td>Income tax expense on reclassification adjustment for the net gain on sale of available-for-sale securities</td><td>0.1</td><td>0.2</td><td>0.3</td><td></td></tr><tr><td>Total other comprehensive loss, net of tax</td><td>(14.0)</td><td>(0.5)</td><td>(15.7)</td><td></td></tr><tr><td>Ending balance</td><td>$ 7.5</td><td>$21.5</td><td>$ 22.0</td><td></td></tr><tr><td>Total tax (benefit)/expense included in other comprehensive loss</td><td>$ (7.8)</td><td>$ 0.2</td><td>$ (9.3)</td><td></td></tr></table>

Reclassification adjustments out of accumulated other comprehensive income are for realized gains on the sales of available-for-sale securities and impacted interest on funds held for clients on the Consolidated Statements of Income and Comprehensive Income.



# PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

## Note K — Supplemental Cash Flow Information

Income taxes paid were $372.8 million, $317.8 million, and $371.0 million for fiscal years 2015, 2014, and 2013, respectively.

Lease incentives received in the form of tenant allowances and free rent were $8.5 million, $6.7 million, and $6.4 million for fiscal years 2015, 2014, and 2013, respectively.

## Note L — Employee Benefit Plans

401(k) plan: The Company maintains a contributory savings plan that qualifies under section 401(k) of the Internal Revenue Code. The Paychex, Inc. 401(k) Incentive Retirement Plan (the “Plan”) allows all employees to immediately participate in the salary deferral portion of the Plan, contributing up to a maximum of 50% of their salary, subject to Internal Revenue Service limitations. Employees who have completed one year of service are eligible to receive a company matching contribution, when such contribution is in effect. The Company provided matching contributions of 50% of up to 8% of eligible pay that an employee contributed to the Plan, effective for pay dates on or after November 15, 2013 and 50% of up to 6% of eligible pay that an employee contributed to the Plan between February 2012 and November 2013. Company contributions to the Plan for fiscal years 2015, 2014, and 2013 were $19.6 million, $16.4 million, and $13.1 million, respectively.

The Plan is 100% participant directed. Plan participants can fully diversify their portfolios by choosing from any or all investment fund choices in the Plan. Transfers in and out of investment funds, including the Paychex, Inc. Employee Stock Ownership Plan (“ESOP”) Stock Fund, are not restricted, with the exception of certain restricted trading periods for individuals designated as insiders as specified in the Company’s Insider Trading Policy. The Company match contribution, when in effect, follows the same fund elections as the employee compensation deferrals.

Deferred compensation plans: The Company offers non-qualified and unfunded deferred compensation plans to a select group of key employees, executive officers, and outside directors. Eligible employees are provided with the opportunity to defer up to 50% of their annual base salary and bonus and outside directors may defer 100% of their Board cash compensation. Gains and losses are credited based on the participant’s election of a variety of investment choices. The Company does not match any participant deferral or guarantee its return. Distributions are paid at one of the following dates selected by the participant: the participant’s termination date, the date the participant retires from any active employment, or a designated specific date. The amounts accrued under these plans were $14.2 million and $12.3 million as of May 31, 2015 and May 31, 2014, respectively, and are reflected in other long-term liabilities on the accompanying Consolidated Balance Sheets.

## Note M — Commitments and Contingencies

Lines of credit: As of May 31, 2015, the Company had unused borrowing capacity available under uncommitted, secured, short-term lines of credit at market rates of interest with financial institutions as follows:

<table><tr><td>Financial institution</td><td>Amount available</td><td>Expiration date</td></tr><tr><td>JP Morgan Chase Bank, N.A.</td><td>$350 million</td><td>February 28, 2016</td></tr><tr><td>Bank of America, N.A.</td><td>$250 million</td><td>February 28, 2016</td></tr><tr><td>PNC Bank, National Association</td><td>$150 million</td><td>February 28, 2016</td></tr><tr><td>Wells Fargo Bank, National Association</td><td>$150 million</td><td>February 28, 2016</td></tr></table>

The credit facilities are evidenced by promissory notes and are secured by separate pledge security agreements by and between Paychex and each of the financial institutions (the “Lenders”), pursuant to which the Company has granted each of the Lenders a security interest in certain investment securities accounts. The collateral is maintained in a pooled custody account pursuant to the terms of a control agreement and is to be



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

administered under an intercreditor agreement among the Lenders. Under certain circumstances, individual Lenders may require that collateral be transferred from the pooled account into segregated accounts for the benefit of such individual Lenders.

The primary uses of the lines of credit would be to meet short-term funding requirements related to deposit account overdrafts and client fund obligations arising from electronic payment transactions on behalf of clients in the ordinary course of business, if necessary. No amounts were outstanding against these lines of credit during fiscal 2015 or as of May 31, 2015.

Certain of the financial institutions are also parties to the Company’s credit facility and irrevocable standby letters of credit, which are discussed below.

Credit facility: In June 2013, the Company entered into a committed, unsecured, five-year syndicated credit facility, expiring on June 21, 2018. Under the credit facility, Paychex of New York LLP (the "Borrower") may, subject to certain restrictions, borrow up to $750 million to meet short-term funding requirements. In July 2014, supplemental agreements were executed increasing the maximum borrowing capacity under the facility from $500 million to $750 million. The obligations under this facility have been guaranteed by the Company and certain of its subsidiaries. The outstanding obligations under this credit facility will bear interest at competitive rates to be elected by the Borrower. Upon expiration of the commitment in June 2018, any borrowings outstanding will mature and be payable on such date.

There were no amounts outstanding under this credit facility as of May 31, 2015. During fiscal 2015, the Company borrowed against this facility, for one day each, as follows:

<table><tr><td>$ in millions</td><td>Amount borrowed</td><td>Interest rate</td></tr><tr><td>Fiscal quarter</td><td></td><td></td></tr><tr><td>First quarter</td><td>$100.0</td><td>3.25%</td></tr><tr><td>Second quarter</td><td>$150.0</td><td>3.25%</td></tr><tr><td>Third quarter</td><td>$ —</td><td>—</td></tr><tr><td>Fourth quarter</td><td>$ —</td><td>—</td></tr></table>

Certain lenders under this credit facility, and their respective affiliates, have performed, and may in the future perform for the Company and its subsidiaries, various commercial banking, investment banking, underwriting, and other financial advisory services, for which they have received, and will continue to receive in the future, customary fees and expenses.

Letters of credit: The Company had irrevocable standby letters of credit outstanding totaling $43.0 million both as of May 31, 2015 and May 31, 2014, required to secure commitments for certain insurance policies. The letters of credit expire at various dates between July 2015 and April 2016, and are collateralized by securities held in the Company’s investment portfolios. No amounts were outstanding on these letters of credit during fiscal 2015 or as of May 31, 2015. Subsequent to May 31, 2015, the letter of credit expiring in July 2015 was renewed through July 2016.

Contingencies: The Company is subject to various claims and legal matters that arise in the normal course of its business. These include disputes or potential disputes related to breach of contract, tort, breach of fiduciary duty, employment-related claims, tax claims, and other matters.

The Company’s management currently believes that resolution of outstanding legal matters will not have a material adverse effect on the Company’s financial position or results of operations. However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of these matters could have a material adverse impact on the Company’s financial position and the results of operations in the period in which any such effect is recorded.

Lease commitments: The Company leases office space and data processing equipment under terms of various operating leases. Rent expense for fiscal years 2015, 2014, and 2013 was $39.4 million, $39.1 million,



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and $39.9 million, respectively. As of May 31, 2015, future minimum lease payments under various non-cancelable operating leases with terms of more than one year are as follows:

<table><tr><td>In millionsYear ending May 31,</td><td>Minimum lease payments</td></tr><tr><td>2016</td><td>$37.5</td></tr><tr><td>2017</td><td>31.2</td></tr><tr><td>2018</td><td>23.1</td></tr><tr><td>2019</td><td>16.1</td></tr><tr><td>2020</td><td>11.3</td></tr><tr><td>Thereafter</td><td>8.5</td></tr></table>

Other commitments: As of May 31, 2015, the Company had outstanding commitments under purchase orders and legally binding contractual arrangements with minimum future payment obligations of approximately $104.8 million, including $9.5 million of commitments to purchase capital assets. These minimum future payment obligations relate to the following fiscal years:

<table><tr><td>In millionsYear ending May 31,</td><td>Minimum payment obligation</td></tr><tr><td>2016</td><td>$71.2</td></tr><tr><td>2017</td><td>26.8</td></tr><tr><td>2018</td><td>4.4</td></tr><tr><td>2019</td><td>1.9</td></tr><tr><td>2020</td><td>0.3</td></tr><tr><td>Thereafter</td><td>0.2</td></tr></table>

In the normal course of business, the Company makes representations and warranties that guarantee the performance of services under service arrangements with clients. Historically, there have been no material losses related to such guarantees. In addition, the Company has entered into indemnification agreements with its officers and directors, which require the Company to defend and, if necessary, indemnify these individuals for certain pending or future claims as they relate to their services provided to the Company.

Paychex currently self-insures the deductible portion of various insured exposures under certain employee benefit plans. The Company’s estimated loss exposure under these insurance arrangements is recorded in other current liabilities on the Consolidated Balance Sheets. Historically, the amounts accrued have not been material and are not material as of the reporting date. The Company also maintains insurance coverage in addition to its purchased primary insurance policies for gap coverage for employment practices liability, errors and omissions, warranty liability, theft and embezzlement, cyber threats, and acts of terrorism; and capacity for deductibles and self-insured retentions through its captive insurance company.

## Note N — Related Parties

During fiscal years 2015, 2014, and 2013, the Company purchased approximately $6.9 million, $4.7 million, and $6.5 million, respectively, of data processing equipment and software from EMC Corporation. The Chairman, President, and Chief Executive Officer of EMC Corporation is a member of the Company’s Board.

During fiscal years 2015, 2014, and 2013, the Company purchased approximately $1.7 million, $1.3 million, and $1.6 million, respectively, of office supplies from Staples, Inc. The Vice Chairman of Staples, Inc. is a member of the Company’s Board.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

## Note O — Quarterly Financial Data (Unaudited)
In millions, except per share amounts

<table><tr><td rowspan="2">Fiscal 2015</td><td colspan="5">Three Months Ended</td></tr><tr><td>August 31</td><td>November 30</td><td>February 28</td><td>May 31</td><td>Full Year</td></tr><tr><td>Service revenue</td><td>$656.6</td><td>$665.9</td><td>$693.6</td><td>$681.4</td><td>$2,697.5</td></tr><tr><td>Interest on funds held for clients</td><td>10.2</td><td>10.4</td><td>10.7</td><td>10.8</td><td>42.1</td></tr><tr><td>Total revenue</td><td>$666.8</td><td>$676.3</td><td>$704.3</td><td>$692.2</td><td>$2,739.6</td></tr><tr><td>Operating income</td><td>$267.5</td><td>$270.2</td><td>$264.3</td><td>$251.6</td><td>$1,053.6</td></tr><tr><td>Investment income, net</td><td>1.4</td><td>1.4</td><td>1.6</td><td>2.0</td><td>6.4</td></tr><tr><td>Income before income taxes</td><td>268.9</td><td>271.6</td><td>265.9</td><td>253.6</td><td>1,060.0</td></tr><tr><td>Income taxes</td><td>97.6</td><td>98.6</td><td>96.5</td><td>92.4</td><td>385.1</td></tr><tr><td>Net income</td><td>$171.3</td><td>$173.0</td><td>$169.4</td><td>$161.2</td><td>$ 674.9</td></tr><tr><td>Basic earnings per share(1)</td><td>$ 0.47</td><td>$ 0.48</td><td>$ 0.47</td><td>$ 0.44</td><td>$ 1.86</td></tr><tr><td>Diluted earnings per share(1)</td><td>$ 0.47</td><td>$ 0.47</td><td>$ 0.46</td><td>$ 0.44</td><td>$ 1.85</td></tr><tr><td>Weighted-average common shares outstanding</td><td>363.1</td><td>363.0</td><td>363.2</td><td>362.3</td><td>362.9</td></tr><tr><td>Weighted-average common shares outstanding, assuming dilution</td><td>364.7</td><td>364.6</td><td>365.0</td><td>364.5</td><td>364.6</td></tr><tr><td>Cash dividends per common share</td><td>$ 0.38</td><td>$ 0.38</td><td>$ 0.38</td><td>$ 0.38</td><td>$ 1.52</td></tr><tr><td>Total net realized gains(2)</td><td>$ 0.1</td><td>$ 0.1</td><td>$ —</td><td>$ 0.1</td><td>$ 0.3</td></tr><tr><td colspan="6">Three Months Ended</td></tr><tr><td>Fiscal 2014</td><td>August 31</td><td>November 30</td><td>February 28</td><td>May 31</td><td>Full Year</td></tr><tr><td>Service revenue(3)</td><td>$603.1</td><td>$606.4</td><td>$639.9</td><td>$628.8</td><td>$2,478.2</td></tr><tr><td>Interest on funds held for clients</td><td>10.0</td><td>10.0</td><td>10.5</td><td>10.2</td><td>40.7</td></tr><tr><td>Total revenue(3)</td><td>$613.1</td><td>$616.4</td><td>$650.4</td><td>$639.0</td><td>$2,518.9</td></tr><tr><td>Operating income</td><td>$255.1</td><td>$248.6</td><td>$250.7</td><td>$228.3</td><td>$ 982.7</td></tr><tr><td>Investment income, net</td><td>1.2</td><td>1.3</td><td>1.5</td><td>1.4</td><td>5.4</td></tr><tr><td>Income before income taxes</td><td>256.3</td><td>249.9</td><td>252.2</td><td>229.7</td><td>988.1</td></tr><tr><td>Income taxes</td><td>93.5</td><td>91.2</td><td>92.1</td><td>83.8</td><td>360.6</td></tr><tr><td>Net income</td><td>$162.8</td><td>$158.7</td><td>$160.1</td><td>$145.9</td><td>$ 627.5</td></tr><tr><td>Basic earnings per share(1)</td><td>$ 0.45</td><td>$ 0.43</td><td>$ 0.44</td><td>$ 0.40</td><td>$ 1.72</td></tr><tr><td>Diluted earnings per share(1)</td><td>$ 0.44</td><td>$ 0.43</td><td>$ 0.44</td><td>$ 0.40</td><td>$ 1.71</td></tr><tr><td>Weighted-average common shares outstanding</td><td>365.3</td><td>364.9</td><td>364.2</td><td>363.5</td><td>364.5</td></tr><tr><td>Weighted-average common shares outstanding, assuming dilution</td><td>366.7</td><td>366.4</td><td>365.8</td><td>365.3</td><td>366.1</td></tr><tr><td>Cash dividends per common share</td><td>$ 0.35</td><td>$ 0.35</td><td>$ 0.35</td><td>$ 0.35</td><td>$ 1.40</td></tr><tr><td>Total net realized gains(2)</td><td>$ 0.2</td><td>$ —</td><td>$ 0.3</td><td>$ 0.1</td><td>$ 0.6</td></tr></table>

(1) Each quarter is a discrete period and the sum of the four quarters' basic and diluted earnings per share amounts may not equal the full year amount.



## PAYCHEX, INC.

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(2) Total net realized gains on the combined funds held for clients and corporate investment portfolios.

(3) With the introduction of the new health insurance offering within the PEO during fiscal 2014, the Company began classifying PEO direct costs related to certain benefit plans where the Company retains risk as operating expenses rather than as a reduction in service revenue. As a result, the amounts reported for service revenue and total revenue for the first through third quarters of fiscal 2014 differ from that reported in the Company’s Quarterly Reports on Form 10-Q (“Form 10-Q”). There was no impact to operating income from this change. The correction for the PEO direct cost adjustment was not material to any prior interim period in fiscal 2014. Service revenue, as reported in the Company’s Form 10-Qs was $597.9 million, $600.5 million, and $626.0 million for the first, second, and third fiscal quarters of fiscal 2014, respectively. Total revenue, as reported in the Company’s Form 10-Qs was $607.9 million, $610.5 million, and $636.5 million for the first, second, and third fiscal quarters of fiscal 2014, respectively.



## PAYCHEX, INC.

## CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
FOR THE YEAR ENDED MAY 31,

(In millions)

<table><tr><td>Description</td><td>Balance as of beginning of fiscal year</td><td>Additions charged to expenses</td><td>Additions to/ (Deductions from) other accounts \( ^{(1)} \)</td><td>Costs and deductions \( ^{(2)} \)</td><td>Balance as of end of fiscal year</td></tr><tr><td>2015</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts</td><td>$1.5</td><td>$1.6</td><td>$0.1</td><td>$1.8</td><td>$1.4</td></tr><tr><td>Reserve for client fund losses</td><td>$1.9</td><td>$2.0</td><td>$(0.2)</td><td>$1.9</td><td>$1.8</td></tr><tr><td>2014</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts</td><td>$1.0</td><td>$2.5</td><td>$ —</td><td>$2.0</td><td>$1.5</td></tr><tr><td>Reserve for client fund losses</td><td>$2.4</td><td>$2.2</td><td>$ —</td><td>$2.7</td><td>$1.9</td></tr><tr><td>2013</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts</td><td>$1.2</td><td>$1.7</td><td>$ —</td><td>$1.9</td><td>$1.0</td></tr><tr><td>Reserve for client fund losses</td><td>$2.1</td><td>$2.7</td><td>$ —</td><td>$2.4</td><td>$2.4</td></tr></table>

(1) Amounts related to business acquisitions.

(2) Uncollectible amounts written off, net of recoveries.

## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.

## Item 9A. Controls and Procedures

Disclosure Controls and Procedures: Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in the Company’s reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures: As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that as of May 31, 2015, the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Changes in Internal Controls Over Financial Reporting: The Company also carried out an evaluation of the internal control over financial reporting to determine whether any changes occurred during the quarter ended May 31, 2015. Based on such evaluation, there have been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recently completed fiscal quarter ended May 31, 2015, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Internal Control Over Financial Reporting: The Report on Management’s Assessment of Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm are incorporated herein by reference from Part II, Item 8 of this Form 10-K.



## PART III

## Item 10. Directors, Executive Officers and Corporate Governance

The following table shows the executive officers of the Company as of May 31, 2015, and information regarding their positions and business experience. Such executive officers hold principal policy-making powers at the Company.

<table><tr><td>Name</td><td>Age</td><td>Position and business experience</td></tr><tr><td>Martin Mucci</td><td>55</td><td>Mr. Mucci has served as President and Chief Executive Officer of the Company since September 2010. Mr. Mucci joined the Company in 2002 as Senior Vice President, Operations. Prior to joining Paychex, he held senior level positions with Frontier Telephone of Rochester, a telecommunications company, during his 20-year career. Mr. Mucci was a director of Cbevond, Inc. until it was purchased by Birch Communications in July 2014. He is a member of the Upstate New York Regional Advisory Board of the Federal Reserve Bank of New York and is a Trustee Emeritus of St. John Fisher College. He also serves as a director of the Company and is chairman of the Executive Committee.</td></tr><tr><td>Efrain Rivera</td><td>58</td><td>Mr. Rivera joined Paychex in June 2011 as Senior Vice President, Chief Financial Officer, and Treasurer. Prior to joining the Company, Mr. Rivera served as Vice President of Finance and Administration for Houghton College since 2009. He previously served for over twenty years with Bausch &amp; Lomb Incorporated, a world leader in the development, manufacture, and marketing of eye health products, most recently as Corporate Vice President and Chief Financial Officer from 2007 to 2009.</td></tr><tr><td>Mark A. Bottini</td><td>54</td><td>Mr. Bottini joined Paychex in October 2011 as Senior Vice President of Sales. From 2008 to 2011, Mr. Bottini served as Vice President of Sales for Ricoh, North America, a provider of advanced office technology and innovative document imaging products, services, and software. He assumed his most recent position with Ricoh when Ricoh acquired IKON Office Solutions, Inc. During his nearly 20 years with IKON, Mr. Bottini served in a variety of sales leadership and field management roles.</td></tr><tr><td>John B. Gibson</td><td>49</td><td>Mr. Gibson joined Paychex in May 2013 as Senior Vice President of Service. Prior to joining the Company, Mr. Gibson served as President and Chief Executive Officer for AlphaStaff, a national provider of human resource outsourcing services to small and medium-sized businesses. Prior to joining AlphaStaff in 2010, Mr. Gibson was President of the HR Management Division of Convergys, a global leader in technology, outsourcing, and business services. From 2004 to 2007, he served as Senior Vice President of Global Operations and Client Services of Convergys.</td></tr><tr><td>Michael E. Gioja</td><td>57</td><td>Mr. Gioja was named Senior Vice President of Information Technology, Product Management, and Development in July 2011. Mr. Gioja has been with the Company since November 2008 as Vice President of Product Management, subsequently adding development and information technology to his responsibilities. Previously, he was Chief Information Officer and Executive Vice President of Products and Services for Workstream, Inc., a provider of on-demand enterprise talent management solutions and services.</td></tr></table>



<table><tr><td>Name</td><td>Age</td><td>Position and business experience</td></tr><tr><td>Stephanie L. Schaeffer</td><td>45</td><td>Ms. Schaeffer was named Vice President and Chief Legal Officer in January 2006. In 2011, she was appointed Corporate Secretary. She joined Paychex in 2000 as Corporate Counsel and was promoted to Director of Legal Affairs in 2004. In her current role, she is responsible for overseeing all of the Company’s legal functions, including litigation, corporate governance, and regulatory matters.</td></tr><tr><td>Jennifer Vossler</td><td>52</td><td>Ms. Vossler joined the Company in May 2009 as Vice President and Controller. Prior to joining the Company, she served as Vice President and Corporate Controller, and held various executive and senior management positions during her eleven years at Bausch &amp; Lomb Incorporated. Previously in her career, she held leadership roles with a global facilities management outsourcing company and a public accounting firm.</td></tr><tr><td>Laurie L. Zaucha</td><td>50</td><td>Ms. Zaucha joined the Company in March 2011 and was named Vice President of Human Resources and Organizational Development. Prior to joining the Company, she served as Senior Vice President of Human Resources for Paetec Holding Corp., a Fortune 1000 telecommunications company, from 2007 to 2011. From 2003 to 2007, she held various executive positions at Bausch &amp; Lomb Incorporated.</td></tr></table>

The additional information required by this item is set forth in the Company’s Definitive Proxy Statement for its 2015 Annual Meeting of Stockholders, anticipated to be held on or about October 14, 2015, in the sections “PROPOSAL 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM,” “CORPORATE GOVERNANCE,” “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE,” and “CODE OF BUSINESS ETHICS AND CONDUCT” and is incorporated herein by reference.

## Item 11. Executive Compensation

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its 2015 Annual Meeting of Stockholders, anticipated to be held on or about October 14, 2015, in the sections “COMPENSATION DISCUSSION AND ANALYSIS,” “NAMED EXECUTIVE OFFICER COMPENSATION,” and “DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED MAY 31, 2015,” and is incorporated herein by reference.

## Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is set forth below and in the Company’s Definitive Proxy Statement for its 2015 Annual Meeting of Stockholders, anticipated to be held on or about October 14, 2015, under the section “BENEFICIAL OWNERSHIP OF PAYCHEX COMMON STOCK,” and under “Equity Compensation Plan Information” within “PROPOSAL 3 — TO APPROVE AND AMEND THE PAYCHEX, INC. 2002 STOCK INCENTIVE PLAN, INCLUDING AN INCREASE IN THE SHARES AVAILABLE UNDER THE PLAN,” and is incorporated herein by reference.

## Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its 2015 Annual Meeting of Stockholders, anticipated to be held on or about October 14, 2015, under the sub-headings “Board Meetings and Committees” and “Policy on Transactions with Related Persons” within the section “CORPORATE GOVERNANCE,” and is incorporated herein by reference.



## Item 14. Principal Accounting Fees and Services

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its 2015 Annual Meeting of Stockholders, anticipated to be held on or about October 14, 2015, under the section “PROPOSAL 5 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,” and is incorporated herein by reference.

## PART IV

## Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements, Financial Statement Schedules, and Exhibits

1. Financial Statements

See Financial Statements and Supplementary Data Table of Contents at page 31.

2. Financial Statement Schedules

Financial statement schedules required to be filed by Item 8 of this Form 10-K include Schedule II — Valuation and Qualifying Accounts. See Financial Statements and Supplementary Data Table of Contents at page 31. All other schedules are omitted as the required matter is not present, the amounts are not significant, or the information is shown in the financial statements or the notes thereto.

3. Exhibits

(3)(a) Restated Certificate of Incorporation, incorporated herein by reference from Exhibit 3(a) to the Company’s Form 10-K filed with the Commission on July 20, 2004.

(3)(b) Bylaws, as amended, incorporated herein by reference from Exhibit 3(b) to the Company’s Form 10-K filed with the Commission on July 21, 2006.

# (10.1) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 13, 2010), incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8, No. 333-170871.

# (10.2) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Award Agreement for Non-Qualified Stock Options, incorporated herein by reference from Exhibit 10.3 to the Company’s Form 8-K filed with the Commission on October 17, 2005.

# (10.3) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form of Non-Qualified Stock Option Award Agreement, incorporated herein by reference from Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on July 16, 2008.

# (10.4) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form of Restricted Stock Unit Award Agreement, incorporated herein by reference from Exhibit 10(n) to the Company’s Form 10-K filed with the Commission on July 18, 2008.

# (10.5) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form of Non-Qualified Stock Option Agreement for Directors, incorporated herein by reference from Exhibit 10(q) to the Company’s Form 10-K filed with the Commission on July 18, 2008.

# (10.6) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) 2009 Non-Qualified Stock Option Award Agreement (Special Grant), incorporated herein by reference from Exhibit 10.17 to the Company’s Form 10-K filed with the Commission on July 20, 2009.

# (10.7) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form of Restricted Stock Award Agreement (Officer), incorporated herein by reference from Exhibit 10.18 to the Company’s Form 10-K filed with the Commission on July 16, 2010.

# (10.8) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form of Non-Qualified Stock Option Award Agreement (Officer), incorporated herein by reference from Exhibit 10.19 to the Company’s Form 10-K filed with the Commission on July 16, 2010.

# (10.9) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form of Officer Performance Incentive Award Agreement (Long Term), incorporated herein by reference from Exhibit 10.20 to the Company’s Form 10-K filed with the Commission on July 16, 2010.



# (10.10) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 13, 2010) Form of Non-Qualified Stock Option Award Agreement (Board), incorporated herein by reference from Exhibit 10.20 to the Company’s Form 10-K filed with the Commission on July 15, 2011.

# (10.11) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 13, 2010) Form of Restricted Stock Award Agreement (Board), incorporated herein by reference from Exhibit 10.21 to the Company’s Form 10-K filed with the Commission on July 15, 2011.

# (10.12) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 13, 2010) Form of Restricted Stock Unit (Special Retention) Award Agreement, incorporated herein by reference from Exhibit 10.22 to the Company’s Form 10-K filed with the Commission on July 15, 2011.

# (10.13) Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 13, 2010) Form of Non-Qualified Stock Option Award Agreement (Officer) Long Term Incentive Program (“LTIP”), incorporated herein by reference from Exhibit 10.23 to the Company’s Form 10-K filed with the Commission on July 15, 2011.

# (10.14) Paychex, Inc. Change In Control Plan, incorporated herein by reference from Exhibit 10.24 to the Company’s Form 10-K filed with the Commission on July 15, 2011.

# (10.15) Paychex, Inc. Form of Performance Award Incentive Program, incorporated herein by reference from Exhibit 10.25 to the Company’s Form 10-K filed with the Commission on July 15, 2011.

# (10.16) Form of Indemnity Agreement for Directors and Officers, incorporated herein by reference from Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on March 28, 2012.

# (10.17) Paychex, Inc. Board Deferred Compensation Plan, incorporated herein by reference from Exhibit 10.29 to the Company’s Form 10-K filed with the Commission on July 20, 2009.

# (10.18) Paychex, Inc. Employee Deferred Compensation Plan, incorporated herein by reference from Exhibit 10.30 to the Company’s Form 10-K filed with the Commission on July 20, 2009.

(10.19) Stock Purchase Plan Engagement Agreement between Paychex, Inc. and JP Morgan Securities LLC, dated as of March 26, 2013, incorporated herein by reference from Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on March 29, 2013.

 \( ^{*} $  (21.1) Subsidiaries of the Registrant.

 \( ^{*} $  (23.1) Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.

 \( ^{*} $  (23.2) Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.

 \( ^{*} $  (24.1) Power of Attorney.

 \( ^{*} $  (31.1) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 \( ^{*} $  (31.2) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 \( ^{*} $  (32.1) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 \( ^{*} $  (32.2) Certification 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.

 \( ^{*} \)  Exhibit filed with this report.

# Management contract or compensatory plan.



## SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on July 21, 2015.

## PAYCHEX, INC.

By: /s/ Martin Mucci

Martin Mucci

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on July 21, 2015.

/s/ Martin Mucci

Martin Mucci, President and

Chief Executive Officer, and Director

(Principal Executive Officer)

/s/ Efrain Rivera

Efrain Rivera, Senior Vice President, Chief Financial Officer, and Treasurer

(Principal Financial Officer)

B. Thomas Golisano \( ^{*} \) , Chairman of the Board

Joseph G. Doody \( ^{*} \) , Director

David J. S. Flaschen \( ^{*} \) , Director

Phillip Horsley \( ^{*} \) , Director

Grant M. Inman \( ^{*} \) , Director

Pamela A. Joseph \( ^{*} \) , Director

Joseph M. Tucci \( ^{*} \) , Director

Joseph Velli \( ^{*} \) , Director

 \( ^{*} \) By: /s/ Martin Mucci

Martin Mucci, as Attorney-in-Fact



## PAYCHEX, INC.
ELEVEN-YEAR SUMMARY OF SELECTED FINANCIAL DATA

<table><tr><td>In millions, except per share amounts Year ended May 31,</td><td>2015</td><td>2014</td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Results of operations</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Revenue:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Service revenue</td><td>$2,697.5</td><td>$2,478.2</td><td>$2,285.2</td><td>$2,186.2</td><td>$2,036.2</td></tr><tr><td>Interest on funds held for clients</td><td>42.1</td><td>40.7</td><td>41.0</td><td>43.6</td><td>48.1</td></tr><tr><td>Total revenue</td><td>2,739.6</td><td>2,518.9</td><td>2,326.2</td><td>2,229.8</td><td>2,084.3</td></tr><tr><td>Total expenses</td><td>1,686.0</td><td>1,536.2</td><td>1,421.4</td><td>1,375.9</td><td>1,297.9</td></tr><tr><td>Operating income</td><td>1,053.6</td><td>982.7</td><td>904.8</td><td>853.9</td><td>786.4</td></tr><tr><td>Investment income, net</td><td>6.4</td><td>5.4</td><td>6.6</td><td>6.4</td><td>5.8</td></tr><tr><td>Income before income taxes</td><td>$1060.0</td><td>$988.1</td><td>$911.4</td><td>$860.3</td><td>$792.2</td></tr><tr><td>Net income</td><td>$674.9</td><td>$627.5</td><td>$569.0</td><td>$548.0</td><td>$515.3</td></tr><tr><td>Basic earnings per share</td><td>$1.86</td><td>$1.72</td><td>$1.56</td><td>$1.51</td><td>$1.42</td></tr><tr><td>Diluted earnings per share</td><td>$1.85</td><td>$1.71</td><td>$1.56</td><td>$1.51</td><td>$1.42</td></tr><tr><td>Weighted-average common shares outstanding</td><td>362.9</td><td>364.5</td><td>363.8</td><td>362.4</td><td>361.8</td></tr><tr><td>Weighted-average common shares outstanding, assuming dilution</td><td>364.6</td><td>366.1</td><td>364.7</td><td>363.0</td><td>362.4</td></tr><tr><td>Cash dividends per common share</td><td>$1.52</td><td>$1.40</td><td>$1.31</td><td>$1.27</td><td>$1.24</td></tr><tr><td>Selected financial data</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Purchases of property and equipment</td><td>$102.8</td><td>$84.1</td><td>$98.7</td><td>$89.6</td><td>$100.5</td></tr><tr><td>Cash and total corporate investments</td><td>$936.4</td><td>$936.8</td><td>$874.6</td><td>$790.0</td><td>$671.3</td></tr><tr><td>Total assets</td><td>$6,482.5</td><td>$6,370.1</td><td>$6,163.7</td><td>$6,479.6</td><td>$5,393.8</td></tr><tr><td>Total debt</td><td>$—</td><td>$—</td><td>$—</td><td>$—</td><td>$—</td></tr><tr><td>Stockholders&#x27; equity</td><td>$1,785.5</td><td>$1,777.0</td><td>$1,773.7</td><td>$1,604.5</td><td>$1,496.2</td></tr><tr><td>Return on stockholders&#x27; equity</td><td>36%</td><td>35%</td><td>34%</td><td>34%</td><td>35%</td></tr></table>



<table><tr><td>2010</td><td>2009</td><td>2008</td><td>2007</td><td>2006</td><td>2005</td></tr><tr><td>$1,945.8</td><td>$2,007.3</td><td>$1,934.5</td><td>$1,752.9</td><td>$1,573.8</td><td>$1,384.7</td></tr><tr><td>55.0</td><td>75.5</td><td>131.8</td><td>134.1</td><td>100.8</td><td>60.5</td></tr><tr><td>2,000.8</td><td>2,082.8</td><td>2,066.3</td><td>1,887.0</td><td>1,674.6</td><td>1,445.2</td></tr><tr><td>1,276.0</td><td>1,277.6</td><td>1,238.0</td><td>1,185.5</td><td>1,025.0</td><td>911.4</td></tr><tr><td>724.8</td><td>805.2</td><td>828.3</td><td>701.5</td><td>649.6</td><td>533.8</td></tr><tr><td>4.5</td><td>6.9</td><td>26.5</td><td>41.7</td><td>25.2</td><td>12.4</td></tr><tr><td>$ 729.3</td><td>$ 812.1</td><td>$ 854.8</td><td>$ 743.2</td><td>$ 674.8</td><td>$ 546.2</td></tr><tr><td>$ 477.0</td><td>$ 533.5</td><td>$ 576.1</td><td>$ 515.4</td><td>$ 464.9</td><td>$ 368.8</td></tr><tr><td>$ 1.32</td><td>$ 1.48</td><td>$ 1.56</td><td>$ 1.35</td><td>$ 1.23</td><td>$ 0.97</td></tr><tr><td>$ 1.32</td><td>$ 1.48</td><td>$ 1.56</td><td>$ 1.35</td><td>$ 1.22</td><td>$ 0.97</td></tr><tr><td>361.4</td><td>360.8</td><td>368.4</td><td>381.1</td><td>379.5</td><td>378.3</td></tr><tr><td>361.7</td><td>361.0</td><td>369.5</td><td>382.8</td><td>381.4</td><td>379.8</td></tr><tr><td>$ 1.24</td><td>$ 1.24</td><td>$ 1.20</td><td>$ 0.79</td><td>$ 0.61</td><td>$ 0.51</td></tr><tr><td>$ 61.3</td><td>$ 64.7</td><td>$ 82.3</td><td>$ 79.0</td><td>$ 81.1</td><td>$ 70.7</td></tr><tr><td>$ 656.9</td><td>$ 574.7</td><td>$ 434.8</td><td>$1,224.2</td><td>$ 962.0</td><td>$ 707.5</td></tr><tr><td>$5,226.3</td><td>$5,127.4</td><td>$5,309.8</td><td>$6,246.5</td><td>$5,549.3</td><td>$4,617.4</td></tr><tr><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td><td>$ —</td></tr><tr><td>$1,402.0</td><td>$1,341.4</td><td>$1,196.6</td><td>$1,952.2</td><td>$1,654.8</td><td>$1,385.7</td></tr><tr><td>34%</td><td>41%</td><td>39%</td><td>28%</td><td>30%</td><td>28%</td></tr></table>



# STOCKHOLDER INFORMATION

## Annual Meeting

The annual meeting of stockholders will be held Wednesday, October 14, 2015 at 10:00 a.m. at The Strong, One Manhattan Square, Rochester, NY 14607.

## Common Stock

The Company’s common stock trades on The NASDAQ Global Select Market under the symbol PAYX.

## Dividends

The Company has paid a cash dividend since 1988. Dividends are normally paid in August, November, February, and May. The level and continuation of future dividends are dependent on the Company’s future earnings and cash flow and are subject to the discretion of the Board of Directors.

## Transfer Agent and Registrar

Please send inquiries, certificates for transfer, address changes, and dividend reinvestment and stock purchase requests to:

American Stock Transfer & Trust Co.
6201 15th Avenue
Brooklyn, NY 11219
1-800-937-5449

## Direct Reinvestment and Stock Purchase Plan

Stockholders can elect to have some or all of their dividends reinvested, and can make additional investments in common stock through American Stock Transfer & Trust Co.

## Independent Auditors

PricewaterhouseCoopers LLP
1100 Bausch & Lomb Place
Rochester, New York 14604

## Investor Relations

Members of the financial community and the media should direct inquiries to Efrain Rivera, Senior Vice President, Chief Financial Officer, and Treasurer.

For more information about Paychex Investor Relations, please contact:

Paychex Investor Relations
911 Panorama Trail South
Rochester, NY 14625-2396
or call 1-800-828-4411

Paychex, Inc. financial materials can be accessed at http://investor.paychex.com.

## Locations

Information about our locations throughout the U.S. and Germany can be accessed at http://locations.paychex.com



## BOARD OF DIRECTORS

• B. Thomas Golisano
Chairman of the Board of Paychex, Inc.

• Joseph G. Doody
Vice Chairman of Staples, Inc.

• David J. S. Flaschen
Investor and advisor to privately held companies

• Phillip Horsley
Founder of Horsley Bridge Partners

• Grant M. Inman
General Partner of Inman Investment Management

• Pamela A. Joseph
Retired Vice Chairman of U.S. Bancorp Payment Services and retired Chairman of Elavon, a wholly owned subsidiary of U.S. Bancorp

• Martin Mucci
President and Chief Executive Officer of Paychex, Inc.

• Joseph M. Tucci
Chairman, President, and Chief Executive Officer of
EMC Corporation

• Joseph M. Velli
Retired financial services and technology executive

## OFFICERS

• Martin Mucci
President and Chief Executive Officer

• Efrain Rivera
Senior Vice President, Chief Financial Officer, and Treasurer

• Mark A. Bottini
Senior Vice President, Sales

• John Gibson
Senior Vice President, Service

• Michael E. Gioja
Senior Vice President, Information Technology,
Product Management and Development

• Andrew B. Childs
Vice President, Marketing

• Kevin N. Hill
Vice President, Insurance and Human Resource Solutions Services

• Sanjay Hiranandani
Vice President, Information Technology Operations

• Bryan R. Hodge
Vice President, Service, Core

• Laurie A. Maffett
Vice President, Enterprise and Multi-Product Services

• Robert Morin
Vice President, Major Market Services Sales

• Lonny C. Ostrander
Vice President, Human Resource Services Sales

• Neil F. Rohrer
Vice President, Core Payroll Sales, Eastern U.S.

• Stephanie L. Schaeffer
Vice President, Chief Legal Officer, and Secretary

• Terry Sukalski
Vice President, Core Payroll Sales, Central U.S.

• Thomas P. Szwak
Vice President, Operations

• Jennifer R. Vosler
Vice President and Controller

• Lisa Williams-Garcia
Vice President, Core Payroll Sales, Western U.S.

• Laurie L. Zaucha
Vice President, Human Resources and Organizational Development



# OUR
PURPOSE

We provide our clients the freedom to succeed.

OUR
MISSION

We will be the leading provider of payroll, human resource, and employee benefit services by being an essential partner with America's businesses.

OUR
VALUES

We act with uncompromising integrity.
We provide outstanding service and build trusted relationships.
We drive innovation in products and services and continually improve processes.
We work in partnership and support each other.
We are personally accountable and deliver on commitments.
We treat each other with respect and dignity.



# PAYCHEX \( ^{®} \) 

Payroll • HR • Retirement • Insurance

paychex.com
911 Panorama Trail South, Rochester, New York 14625



twitter.com/paychex f facebook.com/paychex in linkedin.com/company/paychex

Paychex, Inc. (NASDAQ: PAYX) is a leading provider of integrated human capital management solutions for payroll, HR, retirement, and insurance services. By combining its innovative software-as-a-service technology and mobility platform with dedicated, personal service, Paychex empowers small- and medium-sized business owners to focus on the growth and management of their business. Backed by more than 40 years of industry expertise, Paychex serves approximately 590,000 payroll clients across 100 locations and pays one out of every 15 American private sector employees. Learn more about Paychex by visiting www.paychex.com, and stay connected on Twitter and LinkedIn.