Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 

On January 7, 2025, Paychex, Inc., (“Paychex”), Skyline Merger Sub, Inc., an indirect wholly owned subsidiary of Paychex (“Merger Sub”), and Paycor HCM, Inc. (“Paycor”), entered into an Agreement and Plan of Merger (“Merger Agreement”) providing for the acquisition of Paycor by Paychex.  On April 14, 2025, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Paycor (the “Merger”), with Paycor continuing as the surviving corporation and an indirect wholly owned subsidiary of Paychex.

The following unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effects of the Merger based on the historical financial statements of Paychex and Paycor after giving effect to the Merger and the Merger-related pro forma adjustments as described in the notes included below.

The unaudited Pro Forma Condensed Combined Statements of Income for the six-months ended November 30, 2024 and the year ended May 31, 2024, combine the historical Paychex Consolidated Statements of Income and the historical Paycor Consolidated Statements of Operations, giving effect to the Merger as if it had occurred on June 1, 2023.  The unaudited Pro Forma Condensed Combined Balance Sheet as of November 30, 2024, combines the historical Paychex and Paycor Consolidated Balance Sheets giving effect to the Merger as if it had occurred on November 30, 2024.

The unaudited pro forma condensed combined financial information was adjusted to give pro forma effect to events which are necessary to account for the Merger, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances.

The unaudited pro forma condensed combined financial information is based on, and should be read in conjunction with the following historical consolidated financial statements and accompanying notes:

The unaudited pro forma condensed combined financial information has been prepared by Paychex using the acquisition method of accounting in accordance with U.S. GAAP.  Paychex has been treated as the acquirer for the Merger for accounting purposes.

The allocation of the purchase consideration used in the unaudited pro forma condensed combined financial information is based on preliminary estimates and therefore subject to change. As noted herein, the acquisition accounting is currently being finalized with the valuation of the consideration transferred, assets acquired and liabilities assumed designated as preliminary and therefore subject to change. Differences between the preliminary estimates reflected in this unaudited pro forma condensed combined financial information and the final acquisition accounting will likely occur, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

This unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is based on assumptions and estimates considered appropriate by Paychex’s management; however, it is not necessarily indicative of what Paychex’s consolidated financial condition or results of operations would have been assuming the Merger had been consummated as of the date indicated, nor does it purport to represent the consolidated financial position or results of operations of the combined company for future periods.  Historical fiscal periods are not aligned under this presentation.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF NOVEMBER 30, 2024
(In millions)  

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2024

(In millions, except for per share amounts)  

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED MAY 31, 2024

(In millions, except for per share amounts)

Note 1. Description of the Transaction

On January 7, 2025, Paychex, Merger Sub, and Paycor entered into a Merger Agreement providing for the acquisition of Paycor by Paychex.  On April 14, 2025, Paychex completed the acquisition of Paycor pursuant to the Merger Agreement where-by Merger Sub merged with and into Paycor with Paycor continuing as the surviving corporation and an indirect wholly owned subsidiary of Paychex.

At the effective time of the Merger (the “Effective Time”), on the terms and subject to the conditions set forth in the Merger Agreement, each share of Paycor common stock, par value $0.001 per share (“Paycor Stock”) (other than (i) shares of Paycor Stock held by Paycor as treasury stock or owned by Paychex or Merger Sub immediately prior to the Effective Time and (ii) shares of Paycor Stock held by any subsidiary of either Paycor or Paychex (other than Merger Sub) immediately prior to the Effective Time (in each case, other than shares of Paycor Stock held by any such person in a trustee, custodian or nominee capacity for the account of clients or customers of such persons)), issued and outstanding immediately prior to the Effective Time (other than shares held by any holder who is entitled to appraisal rights and has properly exercised such rights under Delaware law) was converted into the right to receive $22.50 in cash per share, without interest thereon and less applicable withholding taxes.

In addition, at the Effective Time, Paycor’s outstanding equity awards are treated as follows:

Except as set forth below, each award of time-based restricted stock units (“Paycor RSUs”) and restricted stock awards (“Paycor RSAs”) granted under the Paycor 2021 Omnibus Incentive Plan (“Paycor Plan”) held by Paycor employees at or above the level of “Director” that did not vest as of immediately prior to the Effective Time was cancelled and converted into an award of restricted stock units with respect to a number of shares of Paychex Common Stock (“Paychex RSUs”) or an award of restricted stock awards with respect to a number of shares of Paychex Common Stock (“Paychex RSAs”), subject to the original vesting conditions. Each award of restricted stock units subject to vesting conditions based in whole or in part on performance goals granted under the Paycor Plan (“Paycor PSUs”) that did not vest as of immediately prior to the Effective Time was cancelled and converted into an award of a number of Paychex RSUs. Each Paycor RSU or Paycor RSA granted under the Paycor Plan that was converted into Paychex RSUs or Paychex RSAs, respectively, was converted by multiplying the number of shares of Paycor common stock (“Paycor Common Stock”) with respect to such award by 0.1525113, rounded down to the nearest whole number. Each award of Paycor RSUs granted under the Paycor Plan held by Paycor employees below the level of Director or each phantom award held by Serbia-based Paycor employees at any level that did not vest as of immediately prior to the Effective Time was cancelled and converted into a cash award for the right to receive $22.50 in cash per share, subject to the original vesting conditions (“Paychex Cash Awards”, Paychex RSUs, Paychex RSAs and Paychex Cash Awards collectively, the “Paychex Replacement Awards”).

 In addition, each award of Paycor RSUs held by a member of the board of directors of Paycor or a Paycor employee in Israel fully vested and was canceled and converted into the right to receive $22.50 in cash multiplied by the number of Paycor RSUs subject to such award, without interest thereon and less applicable withholding taxes.

Description of the Financing

In connection with the Merger, on April 10, 2025, the Company completed an offering of $1.5 billion aggregate principal amount of its 5.100% senior notes due 2030 (the “2030 Notes”), $1.5 billion aggregate principal amount of its 5.350% senior notes due 2032 (the “2032 Notes”) and $1.2 billion aggregate principal amount of its 5.600% senior notes due 2035 (the “2035 Notes” and, together with the 2030 Notes and the 2032 Notes, the “Notes”). The proceeds from the Notes were used to finance the Cash Consideration payable to Paycor shareholders, including the payment of related fees and expenses, with any remaining proceeds for general corporate purposes.

Note 2. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared from the respective historical consolidated information of Paychex and Paycor, and reflect adjustments to the historical information in accordance with Article 11 of Regulation S-X of the Exchange Act using the acquisition method of accounting, as defined by Accounting Standards Codification (“ASC”) 805, Business Combinations, and using the fair value concepts as defined in ASC 820, Fair Value Measurement.  Under this method of accounting, the aggregate purchase consideration will be allocated to Paycor’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the combination. The process of valuing the net assets of Paycor immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. As of the date of this Current Report on Form 8-K/A, Paychex believes these accounting policies are similar in most material respects to those of Paycor.  Certain reclassifications have been made to conform the presentation of Paycor’s financial information to that of Paychex.  Refer to Note 3 and Note 4 for additional information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what Paychex’s financial position or results of operations would have been had the Paycor acquisition been consummated on the date indicated, nor is it necessarily indicative of what the financial position or results of operations of the combined company will be in future periods.

Additionally, the preliminary unaudited pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits that may result from potential revenue enhancements, anticipated cost savings and expense efficiencies or other synergies that may be achieved in the merger or any strategies that management may consider in order to continue to efficiently manage Paychex’s operations.

Accounting Periods Presented

Paychex and Paycor have different fiscal years. Paychex’s fiscal year ends on May 31, whereas Paycor’s fiscal year ends on June 30. The unaudited Pro Forma Condensed Combined Balance Sheet and Condensed Combined Statements of Income have been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 of Regulation S-X of the Exchange Act.

The unaudited Pro Forma Condensed Combined Balance Sheet at November 30, 2024 was prepared using the historical unaudited Paychex Consolidated Balance Sheet at November 30, 2024 and the historical unaudited Paycor Consolidated Balance Sheet at December 31, 2024 and presents the Condensed Combined Balance Sheet of Paychex and Paycor as if the Merger occurred on November 30, 2024.  

The unaudited Pro Forma Condensed Combined Statements of Income for the six-months ended November 30, 2024 and for the fiscal year ended May 31, 2024 have been prepared as if the Merger occurred June 1, 2023, the first day of Paychex’s 2024 fiscal year; and combines the historical results of Paychex for the six-months ended November 30, 2024 and the fiscal year ended May 31, 2024 with the historical results of Paycor for the six-months ended December 31, 2024 and the fiscal year ended June 30, 2024, respectively.

Note 3.  Paycor Unaudited Pro Forma Condensed Combined Balance Sheet Reclassification Adjustments

During the preparation of the Pro Forma Condensed Combined Balance sheet, management performed a preliminary analysis of Paycor’s financial information to identify differences in accounting policies as compared to those of Paychex and differences in financial statement presentation as compared to the presentation of Paychex.

The following table summarizes the various reclassification adjustments made to Paycor’s Balance Sheet for the period ended December 31, 2024 to conform to Paychex’s presentation.

Note 4.  Paycor Unaudited Pro Forma Condensed Combined Statements of Income Reclassification Adjustments

During the preparation of the pro forma condensed combined financial information, a preliminary analysis of Paycor’s financial information was completed in order to identify differences in accounting policies and financial statement presentation when compared to Paychex.

The following tables summarize the various reclassification adjustments made to Paycor’s Statements of Operations for the six months ended December 31, 2024 and year ended June 30, 2024, to conform to Paychex’s presentation.

Note 5: Calculation of Purchase Consideration and Preliminary Purchase Price Allocation

Preliminary Estimated Purchase Consideration

The preliminary estimated fair value of approximately $4.1 billion purchase consideration transferred on the Merger date is comprised of (i) total cash consideration, which includes the cash paid to Paycor shareholders for the issued and outstanding shares of Paycor common stock and (ii) the fair value of the unvested Paycor RSUs, Paycor PSUs and Paycor RSAs attributable to pre-combination service.  The following table summarizes the components of the preliminary estimated purchase consideration:

(i) Represents outstanding shares of Paycor common stock as of April 11, 2025.

(ii) Represents the fair value of Paycor's share-based compensation awards attributable to pre-combination services. ASC 805 requires that the fair value of replacements awards attributable to pre-combination service be included in consideration transferred.

Preliminary Purchase Price Allocation

Under the acquisition method of accounting, the identifiable assets acquired, and liabilities assumed of Paycor are generally recorded at their acquisition date fair values. The following table sets forth a preliminary allocation of the estimated Merger Consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Paycor based on Paycor’s unaudited Consolidated Balance Sheet as of December 31, 2024, with the excess recorded to goodwill:

Preliminary identifiable intangible assets and their estimated useful lives consist of the following (in millions):

The fair value estimate for all identified intangible assets is preliminary and is based on assumptions that market participants would use in pricing an asset, based on the most advantageous market for the asset (i.e., its highest and best use).  The final fair value determination for identified intangible assets may differ materially from this preliminary determination.  The amortization related to the identified intangible assets are reflected as a pro forma adjustment in the unaudited Pro Forma Condensed Combined Statements of Income based on the estimated useful lives above.  

Goodwill is calculated as the difference between the acquisition date fair value of consideration transferred and the values assigned to identified assets acquired and liabilities assumed. Goodwill recognized in the Merger is not deductible for tax purposes.

 Note 6: Notes to Unaudited Pro Forma Condensed Combined Balance Sheet

The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change.  The following adjustments have been reflected in the unaudited Pro Forma Condensed Combined Balance Sheet. All taxable adjustments were calculated using a 25.6% blended statutory tax rate to arrive at deferred tax asset or liability adjustments.

Note 7:  Notes to Unaudited Pro Forma Condensed Combined Statements of Income

The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change.  The following adjustments have been reflected in the unaudited Pro Forma Condensed Combined Statements of Income.  All taxable adjustments were calculated using a 25.6% blended statutory tax rate to arrive at deferred tax asset or liability adjustments.

Except as set forth below, Paycor employees at the Director level and above who had unvested Paycor RSUs, Paycor RSAs, and Paycor PSUs were converted into Paychex RSUs or Paychex RSAs, as applicable. Unvested Paychex RSUs held by Paycor employees not at the Director level, as well as phantom awards held by Serbia-based Paycor employees at any level, were converted into the right of the holder to receive, without interest, an amount in cash equal to the Merger Consideration multiplied by the number of shares of Paycor Common Stock subject to such Paycor RSU or phantom award. Paycor RSUs held by Paycor members of the board of directors or Israel-based Paycor employees at any level were canceled and converted into the right to receive $22.50 in cash multiplied by the number of Paycor RSUs subject to such awards, without interest thereon and less applicable withholding taxes.

The above table includes the one-time adjustment to deferred cash compensation expense and stock-based compensation expense of $39.6 million for the year ended May 31, 2024. Of the $39.6 million, $1.4 million relates to the cash payout for stock options, RSUs held by the Paycor board of directors or Paycor Israel-based employees, and employees below the Director level terminated at the time of the Merger, and phantom awards held by Paycor Serbia-based employees.  The employment agreements included double-trigger provisions that accelerated vesting of outstanding awards upon a change in control and termination.

Stock-based compensation expense related to continuing employees holding replacement awards in the form of Paychex RSUs is $9.3 million for the six months ended November 30, 2024, and $26.0 million for the year ended May 31, 2024. The amounts are reported net of estimated forfeitures and will be recognized over the period for which the post-combination service of Paycor’s employees is required, ranging from two months to three years.

Deferred cash compensation expense related to continuing employees holding cash-converted replacement awards is $7.0 million for the six months ended November 30, 2024, and $17.0 million for the year ended May 31, 2024, over the period for which the post-combination service of Paycor’s employees is required, ranging from two months to three years.