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S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Paychex to acquire Paycor January 7, 2025
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C O N F I D E N T I A L 2 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Forward Looking Statements Certain written statements in this presentation may contain, and members of management may from time to time make or discuss statements which constitute, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, all matters that are not historical facts. Forward-looking statements are not 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. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those indicated in or suggested by the forward-looking statements is set forth in the Company’s earnings release and filings with the Securities and Exchange Commission. The information provided in this presentation is based upon the facts and circumstances known as of the date of this presentation, and any forward- looking statements made by us in this document 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 issuance of this presentation to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.
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C O N F I D E N T I A L 3 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Today’s Presenters John Gibson President and CEO, Paychex Bob Schrader SVP and CFO, Paychex Raul Villar, Jr. CEO, Paycor
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C O N F I D E N T I A L 4 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary C O N F I D E N T I A L 4 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary John Gibson President and CEO of Paychex For over 50 years, Paychex has been committed to helping businesses succeed. This acquisition represents a significant milestone in our journey to provide best-in-class HCM solutions to businesses of all sizes.
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C O N F I D E N T I A L 5 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Overview of Transaction Rationale ⚫ Paycor is a leading cloud HCM software platform with a proven track record of serving larger organizations ⚫ Comprehensive, AI-powered suite of HCM and payroll solutions with strength in workforce management (WFM), talent management, and talent acquisition Paycor is a leading HCM platform Enhanced go-to-market strategy ⚫ Leveraging Paycor’s complementary strengths upmarketextends Paychex’s position in this customer segment ⚫ Significant opportunity to cross-sell multiple products bi-directionally between Paychex’s and Paycor’s customer bases ⚫ Unlocks new embedded product capability, and enhances distribution channels and strategic partnerships Complementary technology platforms ⚫ Unifies two open and extensible platforms, each purpose-built for distinct segments of the market – Paychex Flex for SMB and Paycor Cor for upmarket enterprise ⚫ Combined offering will be one of the most comprehensive HCM portfolios in the industry, allowing Paychex to better meet the needs of new and existing customers across all customer segments Value accretive opportunity ⚫ Expected to be neutral to slightly accretive to adjusted diluted EPS in the first fiscal year post-close and accretive in the second fiscal year and beyond1 ⚫ Expands salesforce, accelerates investments in go-to-market productivity, increases cross-sell opportunity, and expands product innovation and technology/AI investments to drive growth across all market segments Mutually aligned vision and values ⚫ Combination of longstanding, market-leading HCM companies with shared emphasis on helping businesses succeed through leading technology and advisory solutions ⚫ Commitment to investing in product innovation and sales growth 1 Adjusted diluted earnings per share (“EPS”) is not a U.S. generally accepted accounting principles (“GAAP”) measure. Refer to our Annual Report on Form 10-K for discussion of these measures
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C O N F I D E N T I A L 6 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Paychex is a Leading HCM Provider with the Broadest Set of Solutions for SMBs $5.3B FY24 revenue 42% FY24 adjusted operating margin4 $90B+ Total addressable market 745k Payroll clients 2.3M+ HRO client worksite employees HR Outsourcing1 HCM & Payroll Software Retirement Insurance ⚫ Leading HR outsourcer ⚫ 2.3M+ ASO and PEO worksite employees ⚫ ~700 HR professionals ⚫ Leading player in both small and mid-market2 ⚫ $950B+ financial transactions processed ⚫ Pay 1 in 12 private sector U.S. workers ⚫ Leading 401(k) recordkeeper in the U.S.3 ⚫ 120K+ 401(k) plans ⚫ 1.5M participants ⚫ A top insurance agency in the U.S. ⚫ ~$3B in premiums paid ⚫ ~200K H&B applicants Note: Paychex metrics as of FY2024; FYE 05/31 1 HR Outsourcing includes ASO and PEO offerings; 2 Among HCM companies by client count between 1-1,000 employees; 3 By number of plans based on PLANSPONSOR magazine’s annual Recordkeeping Survey and internal Paychex data; 4 Adjusted operating margin is not a U.S. generally accepted accounting principles (“GAAP”) measure. Refer to our Annual Report on Form 10-K for discussion of these measures and a reconciliation to the corresponding GAAP measures
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C O N F I D E N T I A L 7 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Paycor is a Leading HR, Payroll, and Talent Platform, Purpose-Built for Larger Organizations Note: Paycor metrics as of FY2024; FYE 06/30 1 49,400 clients from over 30,000 parent customers Nasdaq: PYCR IPO in 2021 Cincinnati, OH Headquarters 49,400 Clients1 ~2,700,000 Active employees on platform $655M FY24 revenue 19% FY24 revenue growth 90% FY24 recurring revenue 50%+ Win rates Benefits Advanced decision support to help leaders streamline and optimize their company’s benefits administration, spend with superior carrier connectivity, and set up complex plans Talent Acquisition Streamlines all aspects of recruiting and hiring to discover new candidates, fill open positions, and provide an engaging onboarding experience Talent Management Build great places to work with talent development, career management, learning management, pulse surveys, and compensation management HR & Payroll Solutions Complementary suite of AI-powered HR and Payroll solutions spanning payroll, embedded payroll, workforce analytics, employee engagement, and expense management Workforce Management Flexible time entry, overtime calculations, and scheduling capabilities with real-time payroll synchronization Data & Artificial Intelligence Leverages data and AI technology allowing clients to extract maximum value from Paycor’s suite of solutions and enhance productivity
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C O N F I D E N T I A L 8 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Complementary Go-to-market Capabilities Enhanced ability to win in all customer segments with our complementary products, brand recognition, and go-to-market prowess Significant opportunity to cross-sell Paycor’s premium WFM, talent acquisition, and talent management solutions to Paychex’s customers and Paychex’s HR advisory and employee solutions to Paycor’s customers Expands Paychex’s distribution channels, and embedded HCM capabilities open a new revenue source for Paychex in high-growth area Leverage Paychex’s decades of experience and operational excellence serving the SMB market to drive performance improvement within Paycor’s downmarket segment 50+ years of experience serving customers in the SMB market Unique combination of HR technology and tech-enabled advisory solutions Product leadership in HR outsourcing, retirement, insurance, and payroll Significant experience and brand awareness upmarket Product leadership in HCM – WFM, talent acquisition, talent management, and payroll Robust partner channels and embedded HCM opportunity
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C O N F I D E N T I A L 9 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Comprehensive Product Portfolio to Better Serve Customers Across Key Market Segments Comprehensive HCM and Payroll Solutions Offering… … Delivering Differentiated Value to Key Market Segments Middle-Market to Enterprise Small & Medium Sized Businesses (SMB) Very Small Businesses Downmarket Up market Em beddedPayroll W orkforce Management Retirement PEO /ASOPayroll Insurance Talent Management Talent Acquisition Upmarket
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C O N F I D E N T I A L 10 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Acquisition Strengthens and Extends our Market Opportunity and Position $90B+ $100B+ Current TAM Combined TAM + HCM and Payroll Software HR Outsourcing, Retirement, and Insurance HCM and Payroll Software HR Outsourcing, Retirement, and Insurance ⚫ Provides further expansion opportunity upmarket ⚫ Unlocks embedded HCM opportunity ⚫ Increases HCM and Payroll Software TAM by 50%+ ⚫ Will enable increased penetration across all segments of the market ⚫ Expands wallet opportunity in existing markets
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C O N F I D E N T I A L 11 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Acquisition Brings Significant Value to All Paychex Stakeholders Adds over $650 million of highly recurring revenue, growing double-digits Creates one of the most comprehensive suites of technology and advisory solutions Combined 790,000+ clients and 13 million employees across the United States Unlocks new distribution channels and growth platforms for both companies Collective focus on using data and AI to enhance customer experience and results Note: Paychex and Paycor metrics are as of each company’s respective FY2024
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C O N F I D E N T I A L 12 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Transaction and Financing Overview Transaction Overview All-cash acquisition of 100% of Paycor (Nasdaq: PYCR) for $22.50per share, reflecting approximately $4.1 billion enterprise value Represents a premium of ~19%over Paycor's 30-day VWAP as of the unaffected trading date of January 3, 2025 Expected run-rate cost synergies in excess of$80 million in the near-term and substantial revenue synergy opportunityover the next several years Expected to be neutral to slightly accretive to adjusted diluted EPS in the first fiscal yearpost-close and accretive in the second fiscal year and beyond1 Obtained committed financing to support the transaction Committed to maintaining our dividend policy and strong balance sheet Expected to close in the first half of calendar 2025, subject to satisfaction of regulatory approvals and other customary closing conditions Paycor’s majority stockholder has approved the transaction by written consent Financial Impact Financing & Capital Return Timing & Approvals 1 Adjusted diluted earnings per share (“EPS”) is not a U.S. generally accepted accounting principles (“GAAP”) measure. Refer to our Annual Report on Form 10-K for discussion of these measures
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C O N F I D E N T I A L 13 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary Key Takeaways Significant value creation for stakeholders of both companies Strong strategic and cultural fit Accelerates our ability to grow and continue to win upmarket Expands our product portfolio to better serve the customers of both companies Committed to maintaining our dividend policy and strong balance sheet
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C O N F I D E N T I A L 14 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary C O N F I D E N T I A L 14 Copyright 2025, Paychex, Inc. All rights reserved. Confidential and proprietary