11-K
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
     
 
  (Mark One):
þ
  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
   
 
  For the fiscal year ended December 31, 2005
 
   
 
  OR
 
   
o
  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
   
 
  For the transition period from ___ to ___
         
 
      Commission file number 0-11330
 
       
 
  A.   Paychex, Inc. 401(k)
Incentive Retirement Plan
(Full title of the Plan)
 
       
 
  B.   Paychex, Inc.
911 Panorama Trail South
Rochester, NY 14625

(Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive office)

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Index to Financial Statements, Schedules and Exhibits
         
Financial Statements   Page No.
 
       
    Report of Independent Registered Public Accounting Firm
    3  
 
       
    Statement of Net Assets Available for Benefits
    December 31, 2005 and 2004
    4  
 
       
    Statement of Changes in Net Assets Available for Benefits
    For the Years Ended December 31, 2005 and 2004
    5  
 
       
    Notes to Financial Statements
    6  
 
       
Schedules
       
 
       
    Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
    11  
 
       
Exhibits
       
 
       
    23 — Consent of Independent Registered Public Accounting Firm
    12  
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
     
Dated: June 23, 2006
   
 
   
 
  PAYCHEX, INC. 401(k) INCENTIVE RETIREMENT PLAN
(Name of Plan)
 
   
 
  /s/ Toby Cherry
     
 
  Toby Cherry
401(k) Committee Member

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Report of Independent Registered Public Accounting Firm
The Plan Committee
Paychex, Inc. 401(k)
Incentive Retirement Plan
Rochester, New York 14625
We have audited the accompanying statements of net assets available for benefits of the Paychex, Inc. 401(k) Incentive Retirement Plan (the Plan) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes 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. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2005 and 2004, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2005 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
May 25, 2006
Cleveland, Ohio

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PAYCHEX, INC. 401(k) INCENTIVE RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

(In Thousands)
                 
    December 31,  
    2005     2004  
Assets
               
Cash
  $ 5,254     $ 3,845  
Investments (at fair value):
               
Paychex ESOP Stock Fund
    203,877       191,042  
AIM Basic Value Fund
    16,855       14,550  
AIM International Growth Fund
    20,758       13,214  
American Funds Balanced Fund
    25,179       22,598  
Dreyfus Mid Cap Index Fund
    23,509       14,403  
INVESCO 500 Index Fund
    25,069       21,782  
Oppenheimer Capital Appreciation Fund
    29,328       25,614  
PIMCO Low Duration A Fund
    3,893       3,361  
PIMCO Total Return Fund
    13,449       10,925  
Premier Portfolio Fund
    26,674       27,290  
Royce Low-Priced Stock Fund
    19,441       15,496  
Participant loans
    9,478       9,390  
 
           
Total investments
    417,510       369,665  
 
           
Net assets available for benefits
  $ 422,764     $ 373,510  
 
           
See accompanying notes to financial statements.

4


 

PAYCHEX, INC. 401(k) INCENTIVE RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(In Thousands)
                 
    For the Year Ended  
    December 31,  
    2005     2004  
Contributions:
               
Participant
  $ 29,534     $ 27,473  
Employer, net of forfeitures
    8,513       7,691  
Transfers from other qualified plans
          9,506  
 
           
Total contributions
    38,047       44,670  
Investment income/(loss):
               
Dividend and interest income
    8,773       6,099  
Net realized and unrealized appreciation/(depreciation) in fair value of investments
    28,442       (7,634 )
 
           
Total investment income/(loss)
    37,215       (1,535 )
Benefits paid to participants
    (26,008 )     (27,493 )
 
           
Change in net assets available for benefits
    49,254       15,642  
Net assets available for benefits at beginning of year
    373,510       357,868  
 
           
Net assets available for benefits at end of year
  $ 422,764     $ 373,510  
 
           
See accompanying notes to financial statements.

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PAYCHEX, INC. 401(k) INCENTIVE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 and 2004
NOTE A. PLAN DESCRIPTION
The following brief description of the Paychex, Inc. (the “Company” or “Paychex”) 401(k) Incentive Retirement Plan (the “Plan” or the “Paychex Plan”) is provided for general information purposes only. More complete information regarding the Plan’s provisions may be found in the plan document and summary plan description.
General: The Plan is a defined contribution plan qualified under Sections 401(a) of the Internal Revenue Code (the “Code”), which includes provisions under Section 401(k) allowing an eligible participant to direct the employer to contribute a portion of the participant’s compensation to the Plan on a pre-tax basis through payroll deductions. The Plan is subject to the provisions of the Employer Retirement Income Security Act of 1974 (“ERISA”).
The Plan was established on July 1, 1984 and was restated in April 2002 to include legislative developments through the Economic Growth and Tax Relief Reconciliation Act of 2001. As part of this restatement, the Plan was amended to operate in part as an employee stock ownership plan (“ESOP”), which is designed to comply with Section 4975(e) and the regulations under the Code. It is not currently intended that the Plan be a leveraged ESOP, although the Plan permits the ESOP to borrow money to purchase ESOP stock if the employer should so elect at some future date. At December 31, 2005 and 2004, all shares of ESOP stock are allocated to participant accounts. Under this ESOP feature, participants are able to receive dividends on their shares of Paychex common stock in the form of cash or have them reinvested into the Fund.
Plan Mergers: On April 1, 2003, Paychex acquired InterPay, Inc. Effective January 2, 2004, the assets of the InterPay, Inc. 401(k) Retirement Plan (“InterPay Plan”) were merged with and into the Paychex Plan. The increase in net assets available for benefits resulting from this merger was approximately $9,506,000, and 400 InterPay Plan participants became Paychex Plan participants concurrent with the asset transfer. Service time recognized under the InterPay Plan is recognized for eligibility and vesting purposes under the Paychex Plan.
Plan Amendments: The Plan was amended twice in 2005 to allow for the changing of the Plan’s trustee and to reduce the dollar limit on mandatory lump sum cash-out distributions from $5,000 to $1,000. The Plan was also amended twice during 2004 to change the Plan’s treatment of certain 401(k) loan rollovers and Plan participation requirements for employees of merged companies, and other administrative definitions in the Plan related to the issuance of a favorable IRS determination letter. These amendments did not have a material effect on net assets or changes in net assets available for benefits.
Plan Administration: The Plan is administered by the Paychex, Inc. 401(k) Incentive Retirement Plan Committee (the “Plan Committee”), which is appointed by the Board of Directors of the Company. The Plan’s trustee is Princeton Retirement Group, previously known as AMVESCAP Retirement Services (“AMVESCAP”). The Bank of New York is the trustee of the Paychex ESOP Stock Fund. These parties are responsible for the custody and management of the Plan’s assets.

6


 

NOTE A. PLAN DESCRIPTION (continued)
Eligible Employees: All new employees of the Company and its participating subsidiaries are eligible to participate in the salary deferral portion of the Plan immediately. Employees must be employed for one year in which a minimum of 1,000 hours have been worked to be eligible to receive a Company matching contribution.
Contributions: Employees may contribute, on a pre-tax basis, from 1% up to 50% of their compensation through payroll deductions in increments of 1%, subject to the limitations established by the Code. The maximum annual employee contribution to the Plan was $14,000 in 2005 and $13,000 in 2004, respectively. The Plan Committee may establish for any Plan year a contribution percentage limit for highly compensated employees that is less than 50%. Employees may also contribute amounts representing rollover distributions from other qualified defined benefit or defined contribution plans or individual retirement accounts. The Company will make a discretionary contribution of up to 50% of the first 6% of eligible pay that an employee contributes to the Plan. The Company may elect to make an additional discretionary contribution to the Plan, but has not done so for the years ended December 31, 2005 and 2004.
Additionally, participants who are age 50 or older by the end of the calendar year are also allowed to make an additional “catch-up” contribution. This contribution was limited to $3,000 in 2004, $4,000 in 2005 and $5,000 in subsequent years. The “catch-up” contribution is not subject to the Company matching contribution.
Vesting: Participants are fully vested as to their elective contributions and rollover contributions as well as any earnings or losses on them. Employees are fully vested with respect to Company matching contributions upon completion of 1,000 hours of service per year for three calendar years, disability, death, or attainment of retirement age, which is 65. Within the ESOP, dividends received are fully vested, regardless of years of service.
Participant Accounts: The trustee maintains an account for each participant, including participant directed allocations to each investment fund. Each participant’s account is credited with the participant’s contribution and allocations of any employer contribution and Plan earnings, less loans and withdrawals. The investments under the Plan are 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 ESOP Stock Fund, are not restricted, with the exception of certain restricted trading periods for individuals designated as insiders as specified in the Paychex Insider Trading Policy. The Company matching contributions follow the same fund elections as the employee compensation deferrals.
Investment Options: As of December 31, 2005, a participant may direct contributions in the following investment options:
    Paychex ESOP Stock Fund
    AIM Basic Value Fund
    AIM International Growth Fund
    American Funds Balanced Fund
    Dreyfus Mid Cap Index Fund
    INVESCO 500 Index Fund
    Oppenheimer Capital Appreciation Fund

7


 

NOTE A. PLAN DESCRIPTION (continued)
    PIMCO Low Duration A Fund
    PIMCO Total Return Fund
    Premier Portfolio Fund
    Royce Low-Priced Stock Fund
Participants may choose to change their investment option choices and how their contributions are allocated to each fund chosen at any time. The Plan Committee regularly reviews the performance of all investment options and may enter or exit funds at its discretion.
Payment of Benefits: Upon separation from employment, at retirement or reaching the age of 59 1/2, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or annual installments over a fixed period of time.
Forfeited Accounts: Forfeited non-vested assets are used to reduce future employer contributions. Total forfeitures used to reduce employer contributions were approximately $137,000 and $248,000 for 2005 and 2004, respectively. Forfeited balances not yet applied to reduce employer contributions at December 31, 2005 and 2004, respectively, were not material to the financial statements.
Participant Loans: The Plan allows participants to borrow from a minimum of $1,000 up to a maximum equal to the lesser of 50% of the vested balance from their account, or $50,000 reduced by the highest outstanding loan balance in the previous twelve months. Only one loan may be outstanding at any time. The rate of interest is the prime lending rate plus 1% at the time the loan is disbursed. Payroll deductions are required to repay the principal and interest on the loan within four and one-half years, except for loans used for the purchase of a principal residence, which are required to be repaid within nine and one-half years. Participant loans are subject to a one time non-refundable loan origination fee of $75, and a $10 annual fee for the duration of the loan, which are deducted from the participant’s account.
Voting and Tender Offer Rights on ESOP Stock: Each participant in the Paychex ESOP Stock Fund is entitled to exercise voting rights on shares held in his or her account and also direct the ESOP trustee to tender his or her shares of ESOP Stock if an offer is made to purchase such shares. If the participant does not vote or indicate his or her preference with respect to a tender offer, the trustee will vote participants shares and unallocated shares in the same proportion as the shares for which the trustee has received instructions.
ESOP Stock at Time of Distribution: Under Federal income tax regulations, if ESOP stock should not be readily tradable on an established market at the time of a participant’s distribution, the Company will issue a put option to the participant. The put option allows the participant to sell ESOP stock to the Company at a price that is representative of the fair market value of the stock. If the put option is exercised with respect to ESOP stock distributed as part of a total distribution, then the Company can pay for the purchase with interest over a period not to exceed five years. If the put option is exercised with respect to an installment distribution, then the Company must pay for the purchase within thirty days of the exercise of the option.

8


 

NOTE A. PLAN DESCRIPTION (continued)
Plan Termination: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their account balances.
NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”).
Administrative Expenses: Administrative expenses of the Plan are paid by the Company. The Company paid approximately $271,000 and $257,000 in 2005 and 2004, respectively, in administrative expenses.
Investment Valuation and Income Recognition: Investments are stated at their approximate fair value based on quoted market prices. Participant loans are valued at the principal amount, which approximates fair value.
Purchases and Sales of Securities: Purchases and sales of securities are recorded on a trade date basis. Net realized gains or losses upon the sale of investments are based on their average cost.
Dividend and Interest Income: Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis.
Payment of Benefits: Benefits are recorded when paid.
Contributions: Contributions from the Company are accrued for in accordance with the terms of the Plan. Participant contributions are recorded in the period the Company makes corresponding payroll deductions.
Use of Estimates: The preparation of financial statements in conformity with GAAP requires the Plan Committee to make estimates and assumptions that affect the financial statements and accompanying notes. Actual results could differ from those estimates.
Risks and Uncertainties: The Plan provides for certain investments that are exposed to various risks, such as interest rate risk, credit risk and market volatility risk. The Plan attempts to limit these risks by authorizing and offering participants a broad range of investment options that are invested in high quality securities or are offered and administered by reputable and known investment companies. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in values of investment securities will occur in the near term, and such changes could materially affect the amounts reported in the statements of net assets available for benefits and of changes in net assets available for benefits.
NOTE C. PARTY-IN-INTEREST TRANSACTIONS
The Plan’s holdings of Paychex common stock qualify as a party-in-interest transaction. Also, all transactions between the Plan and AMVESCAP and the Bank of New York qualify as party-in-interest transactions. As of December 31, 2005, the Plan held 5,348,769 shares of Paychex common stock at a fair market value of $203,877,219. As of December 31, 2004, the Plan held 5,605,684 shares of Paychex common stock at a fair market value of $191,041,710.

9


 

NOTE D. INVESTMENTS
The change in fair value of the Plan’s investments, including net realized and unrealized gains and losses, is as follows:
                 
    As of and for the Year  
    Ended December 31,  
    2005     2004  
    (In Thousands)  
Paychex ESOP Stock Fund
  $ 21,950     $ (17,903 )
AIM Basic Value Fund
    855       1,357  
AIM International Growth Fund
    2,714       2,186  
American Funds Balanced Fund
    (250 )     517  
Dreyfus Mid Cap Index Fund
    1,022       1,265  
INVESCO Small Company Growth Fund
          370  
INVESCO Total Return Fund
          142  
INVESCO 500 Index Fund
    1,131       2,133  
Oppenheimer Capital Appreciation Fund
    1,128       1,552  
PIMCO Low Duration A Fund
    (73 )     (13 )
PIMCO Total Return Fund
    (223 )     (45 )
Royce Low-Priced Stock Fund
    188       805  
 
           
Net realized and unrealized appreciation/(depreciation) in fair value of investments
  $ 28,442     $ (7,634 )
 
           
NOTE E. TAX STATUS
The Plan received a determination letter from the Internal Revenue Service dated May 17, 2004 stating that the Plan is qualified under Section 401(a) and Section 4975(e) of the Code and, therefore, the related trust is exempt from taxation. Concurrent with the receipt of the determination letter, the Plan was amended as described in Note A. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Committee believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
NOTE F. SUBSEQUENT EVENT
On or about March 6, 2006, the Company sent a notice to Plan participants that the Plan would be changing its trustee and recordkeeper from AMVESCAP to Fidelity Investments (“Fidelity”). Effective May 1, 2006, Fidelity replaced both AMVESCAP as trustee and recordkeeper and the Bank of New York as trustee for the Paychex ESOP Stock Fund. In conjunction with the transition to Fidelity certain new fund selections and alternative investment options are available to Plan participants.

10


 

(SCHEDULE H, LINE 4i)
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
PAYCHEX, INC. 401(k) INCENTIVE RETIREMENT PLAN
EIN-16-1124166
PLAN-0-40436
DECEMBER 31, 2005

(Dollars, Units, and Shares in Thousands)
                 
Identity of Party                      Description of Investment Including Maturity Date,    
Involved                       Rate of Interest, Collateral, Par or Maturity Value   Current Value
 
AMVESCAP*/
               
Bank of New York
  Cash   $ 5,254  
AMVESCAP*/
               
Bank of New York/
               
Paychex, Inc. *
  Paychex, Inc. Common Stock - 5,349 shares     203,877  
AMVESCAP*
  AIM Basic Value Fund - 493 units     16,855  
AMVESCAP*
  AIM International Growth Fund - 884 units     20,758  
AMVESCAP*
  American Funds Balanced Fund - 1,413 units     25,179  
AMVESCAP*
  Dreyfus Mid Cap Index Fund - 841 units     23,509  
AMVESCAP*
  INVESCO 500 Index Fund - 770 units     25,069  
AMVESCAP*
  Oppenheimer Capital Appreciation Fund - 683 units     29,328  
AMVESCAP*
  PIMCO Low Duration A Fund - 390 units     3,893  
AMVESCAP*
  PIMCO Total Return Fund - 1,281 units     13,449  
AMVESCAP*
  Premier Portfolio Fund - 26,674 units     26,674  
AMVESCAP*
  Royce Low-Priced Stock Fund - 1,252 units     19,441  
Participants*
  Participant loans **     9,478  
 
               
 
          $ 422,764  
 
               
* Represents party-in-interest
** Loans to participants have various maturity dates (interest at 5.0% to 10.5%)

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