Paychex, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Business Combinations (Tables)

Business Combinations (Tables)

9 Months Ended

Feb. 28, 2026

Purchase Price Allocation

The purchase price allocation as of the acquisition date is subject to change as additional information about the fair values of assets acquired and liabilities assumed becomes available. These adjustments will be finalized no later than one year from the acquisition date.

During the nine months ended February 28, 2026, the Company adjusted its purchase price allocation, which increased goodwill $3.4 million, primarily resulting from the write-down of a building by $4.9 million, net of deferred taxes of $1.9 million as a result of an updated valuation, offset by a reduction due to a change in deferred tax liability of $3.9 million related to return-to-provision adjustments from the predecessor's final tax return. The impact of these changes on previously reported earnings was not material.


In millions
Total purchase price	$	4,085.7
Assets Acquired
Cash and cash equivalents	$	168.8
Restricted cash		0.0
Interest receivable		0.7
Accounts receivable		26.5
Prepaid income taxes		1.0
Prepaid expenses and other current assets		28.7
Funds held for clients		1,288.2
Property and equipment		27.6
Operating lease right-of-use assets		9.1
Intangible assets (new fair value)		1,776.5
Other long-term assets		1.9
Total assets	$	3,329.0
Liabilities Assumed
Current liabilities	$	137.3
Client funds obligation		1,288.9
Deferred income taxes		338.5
Other long-term liabilities		69.7
Total Liabilities	$	1,834.4
Fair value of purchase consideration		4,085.7
Less: fair value of net assets		1,494.6
Goodwill	$	2,591.1

Summary of Unaudited Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and present the estimated unaudited pro forma combined results of Paychex and Paycor for three months and nine months ended February 28, 2025, as if the acquisition had occurred on June 1, 2023:


	Three months ended		Nine months ended
In millions	February 28, 2025		February 28, 2025
Revenues	$	1,720.4	$	4,692.2
Net income	$	467.4	$	1,145.7