Paychex Inc.

03/26/2026 | Press release | Distributed by Public on 03/26/2026 14:06

Quarterly Report for Quarter Ending February 28, 2026 (Form 10-Q)

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," the "Company," "we," "our," or "us") for the three months ended February 28, 2026 (the "third quarter"), the nine months ended February 28, 2026 (the "nine months"), the respective prior year periods ended February 28, 2025 (the "prior year periods"), and our financial condition as of February 28, 2026. The focus of this review is on the underlying business reasons for material changes and trends affecting our revenue, expenses, net income, and financial condition. This review should be read in conjunction with the February 28, 2026 consolidated financial statements and the related Notes to Consolidated Financial Statements (Unaudited) contained in this Quarterly Report on Form 10-Q ("Form 10-Q"). This review should also be read in conjunction with our Annual Report on Form 10-K ("Form 10-K") for the year ended May 31, 2025 ("fiscal 2025"). Forward-looking statements in this Form 10-Q are qualified by the cautionary statement included under the next sub-heading, "Cautionary Note Regarding Forward-Looking Statements."

Cautionary Note Regarding Forward-Looking Statements

Certain written and oral statements made by management of Paychex 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 "aim," "expect," "outlook," "will," "guidance," "projections," "strategy," "mission," "anticipate," "believe," "can," "could," "design," "may," "possible," "potential," "should," "view," and other similar words or phrases. Forward-looking statements include, without limitation, all matters that are not historical facts. Examples of forward-looking statements include, among others, statements we make regarding the integration of Paycor HCM, Inc. ("Paycor"), operating performance, events, or developments that we expect or anticipate will occur in the future, including statements relating to our outlook, revenue growth, earnings, earnings-per-share growth, and 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 known and unknown uncertainties, risks, changes in circumstances, and other factors that are difficult to predict, many of which are outside our control. Our actual performance and outcomes, including without limitation, our actual results and financial condition may differ materially from those indicated in or suggested by the forward-looking statements. Therefore, you should not rely on 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:

our ability to keep pace with changes in technology or provide timely enhancements to our solutions and support;
software defects, undetected errors, and development delays for our solutions;
the possibility of cyberattacks, security vulnerabilities or Internet disruptions, including data security and privacy leaks and data loss and business interruptions;
risks related to our use of artificial intelligence ("AI") and new technologies in our business;
the possibility of failure of our business continuity plan during a catastrophic event;
the failure of third-party service providers to perform their functions;
the possibility that we may be exposed to additional risks related to our co-employment relationship with our professional employer organization ("PEO") business;
changes in health insurance and workers' compensation insurance rates and underlying claim trends;
risks related to acquisitions and the integration of the businesses we acquire, including risks related to the integration of Paycor;
our clients' failure to reimburse us for payments made by us on their behalf;
the effect of changes in government regulations mandating the amount of tax withheld or the timing of remittances;
our failure to comply with covenants in our corporate bonds and debt agreements;
changes in our credit ratings;
changes in governmental regulations, laws, and policies;
our ability to comply with U.S., state, and foreign laws and regulations;
our compliance with data privacy and AI laws and regulations;
our failure to protect our intellectual property rights;
potential outcomes related to pending or future litigation matters;
the impact of macroeconomic factors on the U.S. and global economy, and in particular on our small- and medium-sized business clients;
volatility in the political, market, and economic environment, including inflation and interest rate changes;
our ability to attract and retain qualified people; and
the possible effects of negative publicity on our reputation and the value of our brand.

Any of these factors, as well as such other factors as discussed in our Form 10-K for fiscal 2025 and in our periodic filings with the Securities and Exchange Commission (the "SEC"), could cause our actual results to differ materially from our anticipated results. The information provided in this Form 10-Q is based upon the facts and circumstances known as of the date of this report, and any forward-looking statements made by us in this Form 10-Q 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-Q with the SEC to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

Our investor presentation regarding the financial results for the third quarter is available and accessible on our Paychex Investor Relations portal at https://investor.paychex.com. Information available on our website is not a part of, and is not incorporated into, this Form 10-Q. We intend to make future investor presentations available exclusively on our Paychex Investor Relations portal.

Overview

We are an industry-leading human capital management ("HCM") company providing comprehensive technology and advisory solutions in human resources ("HR"), employee benefits, insurance, and payroll across the U.S. and parts of Europe.

We support our clients with three proprietary SaaS-based HCM platforms: SurePayroll®, Paychex Flex®, and Paycor®, each designed to meet diverse client needs and business requirements. For example, larger clients often have more complex HCM demands. Our integrated HCM solutions span the entire employee life cycle, enabling clients to choose from a broad range of solutions that seamlessly integrate with leading HR, accounting, enterprise resource planning, and point-of-sale applications. Our technology is complemented by a wide array of advisory, benefits, and insurance solutions. In today's dynamic, complex regulatory landscape, we see growing demand for HR outsourcing solutions.

Our offerings are disaggregated into two categories, (1) Management Solutions and (2) PEO and Insurance Solutions, as discussed under the heading "Our Solutions" in Part I, Item 1 of our Form 10-K for fiscal 2025.

As the digitally driven HR leader, our mission is to help businesses succeed. Our strategy includes growing our client base; increasing product penetration; driving technology innovation; and pursuing strategic acquisitions, all aimed at achieving long-term financial success.

We maintain industry-leading margins by efficiently managing costs while strategically investing in our business, particularly in sales and marketing and leading-edge, AI-driven technology and advisory solutions, which we view as critical to our ongoing success. Looking ahead, we believe that investing in our solutions, people, and digital capabilities positions us to capitalize on long-term growth opportunities.

By closely monitoring client needs and challenges, we proactively assist our clients in navigating legislative changes and other employment complexities. Our unique blend of innovative technology and extensive HR expertise enables clients to more effectively hire, develop, and retain top talent in this tight labor market. Ongoing investments in our platforms have equipped us well to meet the current business demands and regulatory compliance, resulting in high levels of client satisfaction and retention.

On April 14, 2025, we completed the acquisition of Paycor, a leading provider of HCM, payroll, and talent software. This acquisition expands our upmarket position, suite of HCM technology and cross-sale potential. Refer to the "Results of Operations" and "Liquidity and Capital Resources" section of this Item 2 for additional information.

Third Quarter and Year to Date Business Highlights

Highlights compared to the prior year periods are as follows:

For the three months ended

For the nine months ended

February 28,

February 28,

In millions, except per share amounts

2026

2025

Change(2)

2026

2025

Change(2)

Total service revenue

$

1,752.1

$

1,466.1

20

%

$

4,747.8

$

4,027.9

18

%

Total revenue

$

1,808.9

$

1,509.0

20

%

$

4,906.5

$

4,144.4

18

%

Operating income

$

792.0

$

691.8

14

%

$

1,905.8

$

1,776.6

7

%

Adjusted operating income(1)

$

863.2

$

708.5

22

%

$

2,138.9

$

1,793.3

19

%

Net income

$

560.3

$

519.3

8

%

$

1,339.5

$

1,360.1

(2

)

%

Adjusted net income(1)

$

614.9

$

541.1

14

%

$

1,510.3

$

1,373.3

10

%

Diluted earnings per share

$

1.56

$

1.43

9

%

$

3.71

$

3.76

(1

)

%

Adjusted diluted earnings per share(1)

$

1.71

$

1.49

15

%

$

4.19

$

3.79

11

%

Dividends paid to stockholders

$

388.0

$

353.0

10

%

$

1,165.0

$

1,059.2

10

%

(1)
Adjusted operating income, adjusted net income, and adjusted diluted earnings per share are not U.S. generally accepted accounting principle ("GAAP") measures. Refer to the "Non-GAAP Financial Measures" section of this Item 2 for a discussion of non-GAAP measures and a reconciliation to the U.S. GAAP measures of operating income, net income, and diluted earnings per share.
(2)
Percentage changes are calculated based on unrounded numbers.

For further analysis of our results of operations for the third quarter and nine months, the prior year periods, and our financial position as of February 28, 2026, refer to the tables and analysis in the "Results of Operations" and "Liquidity and Capital Resources" sections of this Item 2.

RESULTS OF OPERATIONS

Summary of Results of Operations:

For the three months ended

For the nine months ended

February 28,

February 28,

In millions, except per share amounts

2026

2025

Change(1)

2026

2025

Change(1)

Revenue:

Management Solutions

$

1,354.6

$

1,100.7

23

%

$

3,684.3

$

3,025.3

22

%

PEO and Insurance Solutions

397.5

365.4

9

%

1,063.5

1,002.6

6

%

Total service revenue

1,752.1

1,466.1

20

%

4,747.8

4,027.9

18

%

Interest on funds held for clients

56.8

42.9

33

%

158.7

116.5

36

%

Total revenue

1,808.9

1,509.0

20

%

4,906.5

4,144.4

18

%

Total expenses

1,016.9

817.2

24

%

3,000.7

2,367.8

27

%

Operating income

792.0

691.8

14

%

1,905.8

1,776.6

7

%

Interest expense

(68.1

)

(22.6

)

n/m

(204.8

)

(41.7

)

n/m

Other income, net

15.1

16.6

(9

)

%

55.7

51.7

8

%

Income before income taxes

739.0

685.8

8

%

1,756.7

1,786.6

(2

)

%

Income taxes

178.7

166.5

7

%

417.2

426.5

(2

)

%

Effective income tax rate

24.2

%

24.3

%

23.7

%

23.9

%

Net income

$

560.3

$

519.3

8

%

$

1,339.5

$

1,360.1

(2

)

%

Diluted earnings per share

$

1.56

$

1.43

9

%

$

3.71

$

3.76

(1

)

%

(1)Percentage changes are calculated based on unrounded numbers.

n/m - not meaningful

Total revenue increased to $1.8 billion for the third quarter and $4.9 billion for the nine months, reflecting increases of 20% and 18%, respectively, over the prior year periods. The changes in revenue as compared to the prior year periods were primarily driven by the following factors:

Management Solutions revenue:$1.4 billion for the third quarter and $3.7 billion for the nine months, reflecting increases of 23% and 22%, respectively. Paycor, acquired in April 2025, contributed approximately 19% and 18% to
Management Solutions revenue growth for the third quarter and nine months, respectively. Management Solutions revenue increased due to the following:
o
Growth in the number of clients served, primarily driven by the acquisition of Paycor, and client worksite employees for HR Solutions; and
o
Higher revenue per client driven by Paycor's upmarket client base, price realization, and product penetration.
PEO and Insurance Solutions revenue:$397.5 million for the third quarter and $1.1 billion for the nine months, reflecting increases of 9% and 6%, respectively:
o
Growth in the number of average PEO worksite employees; and
o
Increase in PEO insurance revenues.
Interest on funds held for clients:$56.8 million for the third quarter and $158.7 million for the nine months, reflecting increases of 33% and 36% respectively:
o
Higher average investment balances, resulting from the acquisition of Paycor; and
o
Higher realized gains due to strategic repositioning of our investment portfolio during the nine months.

We invest in highly liquid, investment-grade fixed income securities. Details regarding our combined funds held for clients and corporate cash equivalents and investment portfolios were as follows:

For the three months ended

For the nine months ended

February 28,

February 28,

$ in millions

2026

2025

Change(1)

2026

2025

Change(1)

Average investment balances:

Funds held for clients

$

6,464.8

$

5,116.8

26

%

$

5,739.3

$

4,551.7

26

%

Corporate cash equivalents and investments

1,765.9

1,541.4

15

%

1,742.0

1,544.3

13

%

Total

$

8,230.7

$

6,658.2

24

%

$

7,481.3

$

6,096.0

23

%

Average interest rates earned (exclusive of net realized (losses)/gains):

Funds held for clients

3.5

%

3.4

%

3.5

%

3.4

%

Corporate cash equivalents and investments

3.4

%

4.3

%

3.9

%

4.5

%

Combined funds held for clients and corporate cash equivalents and investments

3.5

%

3.6

%

3.6

%

3.7

%

Total net realized gains/(losses)

$

0.3

$

(0.4

)

$

7.4

$

(0.4

)

(1) Percentage changes are calculated based on unrounded numbers.

February 28,

May 31,

$ in millions

2026

2025

Net unrealized gains/(losses) on available for sale ("AFS") securities (1)

$

7.2

$

(53.6

)

Federal Funds rate (2)

3.75

%

4.50

%

Total fair value of AFS securities

$

4,480.8

$

3,755.5

Weighted-average duration of AFS securities in years (3)

3.0

2.2

Weighted-average yield-to-maturity of AFS securities (3)

3.6

%

3.3

%

(1)The net unrealized loss on our investment portfolio was approximately $55.3 million as of March 24, 2026. Refer to Note F in the Notes to Consolidated Financial Statements (Unaudited) contained in Item 1 and the "Market Risk Factors" caption contained in Item 2 of this Form 10-Q for more information regarding AFS securities held in an unrealized loss position.

(2)The Federal Funds rate was in the range of 3.50% to 3.75% as of February 28, 2026 and 4.25% to 4.50% as of May 31, 2025.

(3)These items exclude the impact of variable rate demand notes ("VRDNs") as they are tied to short-term interest rates.

Total expenses:Total expenses, which reflects the total combined cost of service revenue and selling, general and administrative expenses, increased 24% to $1.0 billion for the third quarter and 27% to $3.0 billion for the nine months. The following table summarizes the components of total expenses:

For the three months ended

For the nine months ended

February 28,

February 28,

In millions

2026

2025

Change(1)

2026

2025

Change(1)

Core business operations:

Compensation-related expenses

$

530.9

$

455.7

17

%

$

1,586.4

$

1,361.4

17

%

PEO direct insurance costs

139.7

127.7

9

%

415.3

388.8

7

%

Depreciation and amortization

50.6

43.1

17

%

147.9

123.8

19

%

Other expenses

224.5

174.0

29

%

618.0

477.1

30

%

Non-core business operations:

Acquisition-related costs

71.2

16.7

n/m

233.1

16.7

n/m

Total expenses

$

1,016.9

$

817.2

24

%

$

3,000.7

$

2,367.8

27

%

(1)Percentage changes are calculated based on unrounded numbers.

n/m - not meaningful

The changes in total expenses as compared to the prior period were primarily driven by the following factors:

Compensation-related expenses: $530.9 million for the third quarter and $1.6 billion for the nine months, reflecting increases of 17%, primarily due to an increase in headcount, driven by the acquisition of Paycor.
PEO direct insurance costs:$139.7 million for the third quarter and $415.3 million for the nine months, reflecting increases of 9% and 7% respectively, related to growth in average worksite employees and PEO insurance revenues.
Depreciation and amortization:$50.6 million for the third quarter and $147.9 million for the nine months, reflecting increases of 17% and 19% respectively, primarily due to higher property and equipment balances compared to the prior year period, including an increase in the development and enhancement of our client-facing internal-use software.
Other expenses: $224.5 million for the third quarter and $618.0 million for the nine months, reflecting increases of 29% and 30%, respectively, primarily due to higher technology, selling, and marketing investments driven by the acquisition of Paycor and continued investments in our strategic priorities. The increase also reflects general cost increases to support business growth.
Acquisition-related costs: $71.2 million for the third quarter and $233.1 million for the nine months, primarily due to the acquisition of Paycor in April 2025. Acquisition-related costs reflect the amortization of intangibles acquired in the acquisition of Paycor, compensation costs related to the acquisition and integration of Paycor, including replacement awards, severance, and retention bonuses, and other acquisition-related costs, primarily reflecting third-party professional service fees.

Operating income:Operating income increased 14% to $792.0 million for the third quarter and 7% to $1.9 billion for the nine months. Adjusted operating income(1), which excludes acquisition-related costs included in selling, general and administrative expenses, grew 22% to $863.2 million for the third quarter and 19% to $2.1 billion for the nine months.

Operating margin (operating income as a percentage of total revenue) and adjusted operating margin(1) (adjusted operating income as a percentage of total revenue) were as follows:

For the three months ended

For the nine months ended

February 28,

February 28,

2026

2025

2026

2025

Operating margin

43.8

%

45.8

%

38.8

%

42.9

%

Adjusted operating margin (1)

47.7

%

46.9

%

43.6

%

43.3

%

(1)
Adjusted operating income and adjusted operating margin are not U.S. GAAP measures. Refer to the "Non-GAAP Financial Measures" section of this Item 2 for a discussion of non-GAAP measures and a reconciliation to the U.S. GAAP measures of net income and diluted earnings per share.

Interest expense: Interest expense increased $45.5 million to $68.1 million for the third quarter and $163.1 million to $204.8 million for the nine months, primarily due to the issuance of incremental debt to finance the acquisition of Paycor.

Income taxes:Our effective income tax rate was 24.2% for the third quarter and 23.7% for the nine months compared to 24.3% and 23.9%, for the prior year periods respectively. The effective income tax rates in all periods were affected by the recognition of discrete tax impacts related to employee stock-based compensation payments.

Non-GAAP Financial Measures: Adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), and adjusted EBITDA are summarized as follows:

For the three months ended

For the nine months ended

February 28,

February 28,

$ in millions, except per share amounts

2026

2025

Change

2026

2025

Change

Operating income

$

792.0

$

691.8

14

%

$

1,905.8

$

1,776.6

7

%

Non-GAAP adjustments:

Acquisition-related costs(1)

71.2

16.7

233.1

16.7

Adjusted operating income

$

863.2

$

708.5

22

%

$

2,138.9

$

1,793.3

19

%

Adjusted operating margin

47.7

%

46.9

%

43.6

%

43.3

%

Net income

$

560.3

$

519.3

8

%

$

1,339.5

$

1,360.1

(2

)

%

Non-GAAP adjustments:

Acquisition-related costs(1)

71.2

29.9

233.1

29.9

Income tax benefit for acquisition-related costs

(17.1

)

(7.3

)

(56.1

)

(7.3

)

Discrete tax shortfall/(windfall) related to employee stock-based compensation payments(2)

0.5

(0.8

)

(6.2

)

(9.4

)

Adjusted net income

$

614.9

$

541.1

14

%

$

1,510.3

$

1,373.3

10

%

Diluted earnings per share(3)

$

1.56

$

1.43

9

%

$

3.71

$

3.76

(1

)

%

Non-GAAP adjustments:

Acquisition-related costs(1)

0.20

0.08

0.65

0.08

Income tax benefit for acquisition-related costs

(0.05

)

(0.02

)

(0.16

)

(0.02

)

Discrete tax shortfall/(windfall) related to employee stock-based compensation payments(2)

0.00

(0.00

)

(0.02

)

(0.03

)

Adjusted diluted earnings per share

$

1.71

$

1.49

15

%

$

4.19

$

3.79

11

%

Net income

$

560.3

$

519.3

8

%

$

1,339.5

$

1,360.1

(2

)

%

Non-GAAP adjustments:

Interest expense

68.1

22.6

204.8

41.7

Interest income on corporate investments

(15.2

)

(16.6

)

(50.4

)

(52.3

)

Income taxes

178.7

166.5

417.2

426.5

Depreciation and amortization expense

111.0

43.1

329.4

123.8

EBITDA

$

902.9

$

734.9

23

%

$

2,240.5

$

1,899.8

18

%

Non-GAAP adjustments:

Acquisition-related costs(1)

10.7

16.7

51.6

16.7

Adjusted EBITDA

$

913.6

$

751.6

22

%

$

2,292.1

$

1,916.5

20

%

(1)
Acquisition-related costs included in selling, general and administrative expenses include:
$60.5 million for the third quarter and $181.5 million for the nine months in amortization of intangibles acquired in the acquisition of Paycor;
$9.8 million for the third quarter and $41.7 million for the nine months in compensation costs related to the acquisition and integration of Paycor, including replacement awards, severance and retention bonuses; and
$0.9 million for the third quarter and $9.9 million for the nine months compared to $16.7 million for both corresponding prior year periods, in other acquisition-related costs, primarily reflecting professional service fees.

In addition, acquisition-related costs for the three and nine months ended February 28, 2025 include $13.2 million, reflecting the amortization of financing fees related to debt instruments associated with the financing of the Paycor acquisition and the excluded component of the initial fair value of the interest rate swaption contracts that are included in Interest expense in the Company's Consolidated Statements of Income. Refer to Note H in the Notes to Consolidated Financial Statements (Unaudited) contained in Item 1 of this Form 10-Q for additional information regarding the Company's financing arrangements related to the acquisition of Paycor.

(2)
Net tax shortfall/(windfall) related to employee stock-based compensation payments recognized in income taxes. This item is subject to volatility and will vary based on employee decisions on exercising employee stock options and fluctuations in our stock price, neither of which is within the control of management.
(3)
The calculation of the impact of non-GAAP adjustments on diluted earnings per share is performed on each line independently. The table may not add down by +/- $0.01 due to rounding.

In addition to reporting operating income, operating margin, net income, and diluted earnings per share, which are U.S. GAAP measures, we present adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, EBITDA, and adjusted EBITDA, which are non-GAAP measures. We believe these additional measures are indicators of our core business operations' performance period over period. Adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, EBITDA, and adjusted EBITDA are not calculated through the application of U.S. GAAP and are not required forms of disclosure by the SEC. As such, they should not be considered a substitute for the U.S. GAAP measures of operating income, operating margin, net income, and diluted earnings per share, and, therefore, they should not be used in isolation, but in conjunction with the U.S. GAAP measures. The use of any non-GAAP measure may produce results that vary from the U.S. GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

LIQUIDITY AND CAPITAL RESOURCES

Our financial position as of February 28, 2026 remained strong with cash, restricted cash, and total corporate investments of $1.8 billion. Long-term borrowings of $5.0 billion were outstanding as of February 28, 2026. Our unused capacity under our unsecured credit facilities was $2.0 billion as of February 28, 2026. Our primary source of cash is our ongoing operations, which was $2.0 billion for the nine months. Our positive cash flows have allowed us to support our business and pay dividends. We currently anticipate that corporate cash, corporate restricted cash, and total corporate investments as of February 28, 2026, along with projected operating cash flows and available short-term financing, will support our business operations, capital purchases, primarily investment in our technology solutions, share repurchases, dividend payments, acquisitions, and debt service for the foreseeable future.

For client funds liquidity, we have the ability to borrow on our unsecured credit facilities or use corporate liquidity when necessary to meet short-term funding needs related to client fund obligations. Historically, we have borrowed, typically on an overnight basis, to settle short-term client fund obligations, rather than liquidate previously collected client funds invested in our long-term AFS portfolio. We believe that our investments in an unrealized loss position as of February 28, 2026 were not impaired due to increased credit risk or other valuation concerns, nor has any event occurred subsequent to that date to indicate any change in our assessment. We do not intend to sell these investments until recovery of their amortized cost basis or maturity and further believe that it is not more-than-likely that we would be required to sell these investments prior to that time.

Financing

Short-term financing: We maintain committed and unsecured credit facilities and irrevocable letters of credit as part of our normal and recurring business operations. The purpose of these credit facilities is to meet short-term funding requirements, finance working capital needs, and for general corporate purposes. We typically borrow on an overnight or short-term basis under our credit facilities. Refer to Note M in the Notes to Consolidated Financial Statements contained in Item 8 of our Form 10-K for fiscal 2025 for further discussion of our credit facilities as of May 31, 2025.

Details of our credit facilities as of February 28, 2026 were as follows:

Maximum

February 28, 2026

Amount

Outstanding

Available

$ in millions

Expiration Date

Available

Amount

Amount

Credit facilities:

JP Morgan Chase Bank, N.A. ("JPM")

April 12, 2029

$

1,000.0

$

-

$

1,000.0

JPM

January 23, 2031

$

1,000.0

-

1,000.0

Total Lines of Credit Outstanding and Available

$

-

$

2,000.0

Effective January 23, 2026, we entered into amendments of our $750.0 million, five-year, unsecured, revolving credit facility (the "2017 Credit Facility") and our $1.0 billion, five-year, unsecured, revolving credit facility (the "2019 Credit Facility") with a syndicate of lenders for which JPM acts as administrative agent. In connection with these amendments, we terminated our three-year, $250 million, unsecured, revolving credit facility for which PNC Bank, N.A. acted as administrative agent (the "2020 PNC Credit Facility"). As of the date of its termination, there were no outstanding loans under the PNC Bank, N.A. Credit Facility. Refer to Note H in the Notes to Consolidated Financial Statements (Unaudited) contained in Item 1 of this Form 10-Q and our Current Report on Form 8-K filed on January 26, 2026, for additional information.

Details of borrowings under each credit facility during the third quarter were as follows:

For the three months ended February 28, 2026

2019 Credit

2017 Credit

2020 PNC Credit

$ in millions

Facility

Facility

Facility

Number of days borrowed

1

-

28

Maximum amount borrowed

$

370.0

$

-

$

243.3

Weighted-average amount borrowed

370.0

-

26.5

Weighted-average interest rate

7.00

%

-

%

4.16

%

We primarily use short-term borrowings to settle client fund obligations, rather than liquidating previously collected client funds invested in our long-term AFS investment portfolio.

We expect to have access to the amounts available under our current credit facilities to meet our ongoing financial needs. However, if we experience reductions in our operating cash flows due to any of the risk factors outlined in, but not limited to, Item 1A in our Form 10-K for fiscal 2025 and other SEC filings, we may need to adjust our capital, operating and other discretionary spending to realign our working capital requirements with the capital resources available to us. Furthermore, if we determine the need for additional short-term liquidity, there is no assurance that such financing, if pursued and obtained, would be adequate or on terms acceptable to us.

Letters of credit:As of February 28, 2026, we had irrevocable standby letters of credit available totaling $179.1 million, primarily to secure commitments for certain insurance policies. The letters of credit expire at various dates between March 03, 2026 and February 28, 2027. No amounts were outstanding on these letters of credit during the third quarter or as of February 28, 2026.

Long-term financing:We have borrowed $0.8 billion through the issuance of long-term private placement debt ("Senior Notes") and $4.2 billion through the issuance of three fixed rate corporate bonds ("Corporate Bonds"). The following is information on each of our long-term financing arrangements related to future cash commitments:

Senior Notes

Corporate Bonds

$ in billions

Series A

Series B

5-year

7-year

10-year

Principal amount

$

0.4

$

0.4

$

1.5

$

1.5

$

1.2

Principal payment date

March 13, 2026

March 13, 2029

April 15, 2030

April 15, 2032

April 15, 2035

Fixed interest rate

4.07%

4.25%

5.10%

5.35%

5.60%

Interest payment dates in arrears

March and September

March and September

April and October

April and October

April and October

Subsequent to February 28, 2026, we repaid our long-term private placement debt Senior Notes, Series A for $400.0 million, which matured on March 13, 2026.

Refer to Note N in the Notes to Consolidated Financial Statements contained in Item 8 of our Form 10-K for fiscal 2025 for further discussion on our long-term financing.

Bridge Loan Commitment:On January 7, 2025, we and our subsidiary, Paychex of New York, LLC, entered into a bridge loan commitment with JPM, pursuant to which JPM committed to provide a 364-day senior unsecured credit facility not to exceed $3.5 billion for the acquisition of Paycor, including related fees and expenses. We incurred $11.4 million in debt financing fees, during the three months ended February 28, 2025, including structuring and commitment fees, which were capitalized as prepaid expenses and other current assets on our Consolidated Balance Sheets and recognized as interest expense on a straight-line basis through the issuance date of our Corporate Bonds. The bridge loan commitment expired upon the issuance of our Corporate Bonds.

Interest Rate Swaption Contracts: On January 31, 2025, we executed three interest rate swaption contracts ("Swaption Contracts") with JPM. The Swaption Contracts qualified as cash flow hedges, had an aggregate notional amount of $3.0 billion, and were utilized to manage exposure to fluctuations in benchmark interest rates associated with the issuance of Corporate Bonds to fund our acquisition of Paycor. At inception, we recorded Swaption Contract assets related to paid premiums of $19.2 million. The fair value of the Swaption Contract assets were classified as prepaid expenses and other current assets on the Company's Consolidated Balance Sheets. Upon issuance of our Corporate Bonds, the Swaption Contracts expired unexercised.

Other commitments: We had outstanding commitments under existing workers' compensation insurance agreements and legally binding contractual arrangements. We also entered into various purchase commitments with vendors in the ordinary course of business and had outstanding commitments to purchase approximately $10.7 million of capital assets as of February 28, 2026. In addition, we are involved in six limited partnership agreements to contribute a maximum of $37.5 million to venture capital funds. As of February 28, 2026, we have contributed approximately $32.1 million of the total funding commitment.

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. We have also entered into indemnification agreements with our officers, directors, and non-officer fiduciaries of our pooled employer plan retirement offering, 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 corporate employee and PEO employee health and medical benefit plans. Historically, the amounts accrued for these plans have not been material and were not material as of February 28, 2026. We also self-insure the deductible portion of certain PEO workers' compensation benefit plans. Refer to Note A in the Notes to Consolidated Financial Statements (Unaudited) contained in Item 1 of this Form 10-Q for additional information regarding our estimated loss exposure under these PEO workers' compensation benefit plans.

We also maintain corporate 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, as well as capacity for deductibles and self-insured retention through our captive insurance company.

Operating, Investing, and Financing Cash Flow Activities

Primary sources of cash, restricted cash, and equivalents are through collections for services rendered to our customers and interest earned on funds held for clients and corporate investments. Primary uses of cash include employee compensation and contractual obligations related to business operations, cash dividends paid, share repurchases, purchases of property and equipment, long-term debt service, and acquisitions.

Our investment portfolio incorporates both corporate cash and funds held for clients. Interest rates, market conditions, and our variable cash flows are among several factors influencing our investment strategy directing the mix between long-term and VRDN AFS securities vs. short-term restricted cash and cash equivalents held in the portfolio. A portfolio strategy that favors larger balances held in restricted cash and cash equivalents may impact our investing activities due to the offsetting activity in the purchases and sales/maturities of AFS investments.

Our cash flows include certain activities that are short-term in nature and have an impact on short-term cash flows due to timing of collection and settlement of obligations as follows:

PEO receivables and worksite-employee ("WSE") accrued compensation:PEO receivables and WSE accrued compensation fluctuate based on either/both: (1) the timing of the payroll cut-off date and our month-end close, and (2) the timing of when cash is collected from clients and when it is remitted to either the WSE for wages earned or applicable tax or regulatory agencies for payroll taxes. PEO accounts receivable collections and compensation payments to WSEs and applicable tax or regulatory agencies are settled through our corporate cash and the fluctuations impact our operating activities.
Client fund obligations:Client fund obligations liability will vary based on the timing of when cash is collected from the clients and when it is remitted to employees of the clients utilizing employee payment services or to applicable tax or regulatory agencies for payroll tax administration services. Collections from clients are typically remitted from one to 30 days after receipt, with some items extending to 90 days. Fluctuations in client fund obligations impact financing activities.

Summarized operating, investing, and financing cash flow information for the nine months and the prior period:

For the nine months ended

February 28,

In millions

2026

2025

Change

Net cash provided by operating activities

$

1,975.8

$

1,557.1

$

418.7

Net cash used in investing activities

(925.0

)

(281.7

)

(643.3

)

Net cash used in financing activities

(862.5

)

(779.1

)

(83.4

)

Net change in cash, restricted cash, and equivalents

$

188.3

$

496.3

$

(308.0

)

Cash dividends per common share

$

3.24

$

2.94

The changes in our cash flow for the nine months compared to the prior year period were primarily the result of the following key drivers:

Operating Cash Flow Activities

Fiscal 2026

Net income, adjusted for non-cash items including depreciation and amortization, provision on deferred taxes, stock-based compensation, and deferred costs, net, attributable to the reasons discussed in the "Results of Operations" section of this Item 2;
Net increase in accrued income taxes due to the timing of estimated tax payments as compared to the accrual of income tax expense; and
Net increase in refunds owed to our clients and other cash collections related to tax benefits.

Fiscal 2025

Net income, adjusted for non-cash items including depreciation and amortization, benefit from deferred taxes and stock-based compensation, attributable to the reasons discussed in the "Results of Operations" section of this Item 2; and
Net changes in PEO assets and liabilities as a result of the timing of cash collected and the settlement of payroll taxes; offset by
Net decrease in refunds owed to our clients and other cash collections related to tax benefits.

Investing Cash Flow Activities

Fiscal 2026

Net purchases of AFS securities related to investment in our long-term portfolio;
Cash used to develop and enhance our client facing internal-use software and the acquisition of third-party customer lists; and
Net purchases of short-term accounts receivable and an increase in our funding to existing clients.

Fiscal 2025

Net purchases of short-term accounts receivable due to an increase in our client base, the timing of cash collections on outstanding receivables and cash settlement of the related reserve; and
Cash used to develop and enhance our client facing internal-use software and the acquisition of third-party customer lists; offset by
Net sales of AFS securities related to investment in our long-term portfolio.

Financing Cash Flow Activities

Fiscal 2026

Cumulative dividends paid at $3.24 per share. The payment of future dividends is dependent on our future earnings and cash flow and is subject to the discretion of our Board of Directors (the "Board"); and
Cash used to repurchase 2.9 million shares of our common stock at a weighted average price of $125.16 per share during the nine months. All repurchased shares were retired upon acquisition; offset by
Increase in client fund obligations related to the timing of collections and remittances of client funds.

Fiscal 2025

Cumulative dividends paid at $2.94 per share. The payment of future dividends is dependent on our future earnings and cash flow and is subject to the discretion of the Board; and
Cash used to repurchase 0.8 million shares of our common stock at a weighted average price of $125.50 per share during the six months. All repurchases were retired upon acquisition; offset by
Increase in client fund obligations related to the timing of collections and remittances of client funds.

MARKET RISK FACTORS

Changes in interest rates and interest rate risk:Funds held for clients are primarily comprised of short-term funds and AFS securities. Corporate investments are primarily comprised of AFS 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 long-term AFS 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 ratings of AA or higher, and A-1/P-1 ratings on short-term securities. We invest predominantly in corporate bonds; U.S. government agency securities; municipal bonds; and VRDNs when available in the market. 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 AFS securities to a benchmark duration of two to three and one-quarter years.

During the nine months, our primary short-term investment vehicles were U.S. government agency discount notes and bank demand deposit accounts. We have no exposure to high-risk or non-liquid investments. We have insignificant exposure to European investments.

During the nine months, the average interest rate earned on our combined funds held for clients and corporate cash equivalents and investment portfolios was 3.6% compared to 3.7% for the prior year period. When interest rates are falling, the full impact of lower interest rates will not immediately be reflected in net income due to the interaction of short- and long-term interest rate changes. During a falling interest rate environment, earnings will decrease from our short-term investments, and over time, decrease from our longer-term AFS securities. Earnings from AFS securities, which as of February 28, 2026 had an average duration of 3.0 years, would not reflect decreases in interest rates until the investments are sold or mature and the proceeds are reinvested at lower rates.

The amortized cost and fair value of AFS securities that had stated maturities as of February 28, 2026 are shown below by expected maturity.

February 28, 2026

Amortized

Fair

In millions

cost

value

Maturity date:

Due in one year or less

$

774.4

$

769.0

Due after one year through three years

1,690.2

1,678.8

Due after three years through five years

508.1

517.6

Due after five years

1,500.9

1,515.4

Total

$

4,473.6

$

4,480.8

VRDNs, when held by us, 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.

As of February 28, 2026, the Federal Funds rate was in the range of 3.50% to 3.75%. There continues to be uncertainty in the changing market and economic conditions, including the possibility of additional measures that could be taken by the U.S. President, the Federal Reserve and other government agencies related to the overall macroeconomic environment. We will continue to monitor the market and economic conditions.

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

governmental action to address inflation and/or intervene to support financial markets;
daily interest rate changes;
seasonal variations in investment balances;
actual duration of short-term and AFS 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 19 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 $5.0 million to $5.5 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 cash equivalents and investments) is expected to average approximately $7.4 billion for the fiscal year ending May 31, 2026. Our anticipated allocation is approximately 40% invested in short-term securities and VRDNs with an average duration of less than 30 days and 60% invested in AFS securities, with an average duration of two to three and one-quarter years.

The combined funds held for clients and corporate AFS securities reflected net unrealized gains of $7.2 million as of February 28, 2026 and net unrealized losses of $53.6 million as of May 31, 2025. During the nine months, the net unrealized gain or loss on our investment portfolios ranged from net unrealized gain of $7.3 million to a net unrealized loss of $63.8 million. These fluctuations were driven by changes in market rates of interest. The net unrealized loss on our investment portfolio was approximately $55.3 million as of March 24, 2026.

As of February 28, 2026 and May 31, 2025, we had $4.5 billion and $3.8 billion, respectively, invested in AFS securities at fair value. The weighted-average yield-to-maturity was 3.6% as of February 28, 2026 and 3.3% as of May 31, 2025. The weighted-average yield-to-maturity excludes AFS securities tied to short-term interest rates, such as VRDNs, when held. Assuming a hypothetical decrease in longer-term interest rates of 25 basis points, the resulting potential increase in fair value for our portfolio of AFS securities as of February 28, 2026, would be in a range of approximately $30.0 million to $35.0 million. Conversely, a corresponding increase in interest rates would result in a comparable decrease 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 our results of operations unless any declines in fair value are due to credit related concerns and an impairment loss is recognized.

We are also exposed to interest rate risk through the use of our recurring credit facilities as outlined in the Liquidity and Capital Resources section of this Form 10-Q. If interest rates were to increase, or we increase the frequency or amounts borrowed under these credit facilities, we could experience additional interest expense and a corresponding decrease in earnings.

Credit risk:We are exposed to credit risk in connection with our investments in AFS securities 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 impaired due to increased credit risk or other valuation concerns and we believe that the investments we held as of February 28, 2026 were not impaired as a result of the previously discussed reasons. While $1.6 billion of our AFS 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 gross unrealized losses of $31.4 million were due to changes in interest rates and were not due to increased credit risk or other valuation concerns. A substantial portion of the AFS securities in an unrealized loss position as of February 28, 2026 and May 31, 2025 had 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 impaired due to increased credit risk or other valuation concerns could change in the future due to new developments, including changes in our strategies or assumptions related to any particular investment.

We have some credit risk exposure relating to our purchase of client accounts receivable under non-recourse arrangements. There is also credit risk exposure relating to our trade accounts receivable. This credit risk exposure is diversified amongst multiple client arrangements and all such arrangements are regularly reviewed for potential write-off. No single client was material in respect to total accounts receivable, service revenue, or results of operations as of February 28, 2026.

Market risk:We have an ongoing monitoring system for financial institutions we conduct business with and maintain cash balances at large well-capitalized (as defined by their regulators) financial institutions. We closely monitor market conditions and take appropriate measures, when necessary, to minimize potential risk exposure to our clients' and our cash and investment balances.

CRITICAL ACCOUNTING ESTIMATES

Our critical accounting policies are described in Item 7 of our Form 10-K for fiscal 2025, filed with the SEC on July 11, 2025. On an ongoing basis, we evaluate the critical accounting policies and estimates used to prepare our consolidated financial statements, including, but not limited to, those related to:

revenue recognition;
assets recognized from the costs to obtain and fulfill contracts;
PEO insurance reserves;
goodwill and other intangible assets;
impairment of long-lived assets;
stock-based compensation costs;
business combinations; and
income taxes.

There have been no material changes in these aforementioned critical accounting policies and estimates.

NEW ACCOUNTING PRONOUNCEMENTS

Recently adopted accounting pronouncements:Refer to Note A in the Notes to Consolidated Financial Statements (Unaudited) contained in Item 1 of this Form 10-Q for a discussion of recently adopted accounting pronouncements.

Recently issued accounting pronouncements:Refer to Note A in the Notes to Consolidated Financial Statements (Unaudited) contained in Item 1 of this Form 10-Q for a discussion of recently issued accounting pronouncements.

Paychex Inc. published this content on March 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 26, 2026 at 20:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]