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LEADERSHIP TEAMCHAD RICHISON3UHVLGHQW &KLHI ([HFXWLYH 2ɝFHU DQG )RXQGHU0U 5LFKLVRQ KDV VHUYHG DV 3UHVLGHQW DQG &KLHI ([HFXWLYH 2ɝFHU VLQFH IRXQGLQJ 3D\FRP LQ H KDV DOVR VHUYHG DV D PHPEHU RI 3D\FRPȇV %RDUG RI 'LUHFWRUV VLQFH 0U 5LFKLVRQ EHJDQ KLV career in sales with a national payroll and human resources company and a regional payroll companySULRU WR IRXQGLQJ 3D\FRP 0U 5LFKLVRQ UHFHLYHG KLV EDFKHORUȇV GHJUHH LQ PDVV FRPPXQLFDWLRQV ȂMRXUQDOLVP IURP WKH 8QLYHUVLW\ RI &HQWUDO 2NODKRPD MRXXUQDDOLVPP IIURRP WWKH 8QQLYYHUVVLW\\ RRI &HHQWUUDO 22NODKKRPD CRAIG BOELTEJEFFREY YORK&KLHI )LQDQFLDO 2ɝFHU &KLHI 6DOHV 2ɝFHU0U %RHOWH KDV VHUYHG DV 0U RUN KDV VHUYHG DV 3D\FRPȇV &KLHI )LQDQFLDO 2ɝFHU 3D\FRPȇV &KLHI 6DOHV 2ɝFHU VLQFH )HEUXDU\ EULQJLQJ VLQFH KDYLQJ RSHQHG RXU PRUH WKDQ \HDUV RI H[SHULHQFH 'DOODV ORFDWLRQ LQ EHIRUH in various facets of the humanMRLQLQJ WKH FRUSRUDWH H[HFXWLYH resources and workforce man-team. He came to PaycomDJHPHQW ȴHOG %HIRUH MRLQLQJ XV 0U %RHOWH RZQHG DQ DIWHU \HDUV DW '3 ZKHUH KH KHOG D YDULHW\ RI VDOHV DFFRXQWLQJ SUDFWLFH WKDW VHUYHG 3D\FRP 3ULRU WR WKDW 0U management positions, including vice president of sales%RHOWH VSHQW QLQH \HDUV DW 'HORLWWH 7RXFKH ZKHUH KH IRU WKH PDMRU DFFRXQWV GLYLVLRQ 0U RUN HDUQHG KLV VHUYHG DV VHQLRU WD[ PDQDJHU PHPEHU RI WKH 2NODKR-0% IURP %D\ORU 8QLYHUVLW\ DQG KLV EDFKHORUȇV GHJUHH LQ PD 6RFLHW\ RI &3 V DQG WKH PHULFDQ ΖQVWLWXWH RI &3 V EXVLQHVV DGPLQLVWUDWLRQ IURP 7H[DV 7HFK 8QLYHUVLW\ he received both his bachelor’s degree in businessadministration and master’s degree in accounting from2NODKRPD 6WDWH 8QLYHUVLW\ STACEY PEZOLDWILLIAM KERBER III&KLHI 2SHUDWLQJ 2ɝFHU&KLHI ΖQIRUPDWLRQ 2ɝFHU0UV 3H]ROG KDV VHUYHG DV 0U .HUEHU KDV VHUYHG DV 3D\FRPȇV 3D\FRPȇV &KLHI 2SHUDWLQJ 2ɝFHU &KLHI ΖQIRUPDWLRQ 2ɝFHU VLQFH VLQFH 0DUFK DQG SUHYLRXVO\ -XO\ DQG KDV EHHQ ZLWK WKH VHUYHG DV 3D\FRPȇV ([HFXWLYH FRPSDQ\ VLQFH 0U .HUEHU Vice President of Operationsis a founding team member,IURP 6HSWHPEHU WR 0DUFK EULQJLQJ PRUH WKDQ \HDUV RI 6KH MRLQHG 3D\FRP LQ ΖQ WKH ODVW QLQH \HDUV VRIWZDUH GHYHORSPHQW DQG QHWZRUN GHVLJQ H[SHULHQFH 0UV 3H]ROG KDV VHUYHG DV 3D\FRPȇV ([HFXWLYH 9LFH 3ULRU WR VHUYLQJ DV &KLHI ΖQIRUPDWLRQ 2ɝFHU 0U .HUEHU 3UHVLGHQW 'LUHFWRU RI &RUSRUDWH 7UDLQLQJ DQG 5HJLRQDO served as a lead software developer and network0DQDJHU 0UV 3H]ROG KDV RYHU \HDUV RI OHDGHUVKLS DUFKLWHFW H DWWHQGHG WKH 2NODKRPD 6FKRRO RI 6FLHQFH DQG WUDLQLQJ H[SHULHQFH DQG HDUQHG KHU EDFKHORUȇV DQG 0DWKHPDWLFV DQG UHFHLYHG KLV EDFKHORUȇV GHJUHH degree in journalism and broadcasting from OklahomaLQ FRPSXWHU VFLHQFH IURP WKH 8QLYHUVLW\ RI 2NODKRPDȇV 6WDWH 8QLYHUVLW\ HQJLQHHULQJ FRPSXWHU VFLHQFH SURJUDP ZKHUH KH LV currently a member of its board of advisors.PAYCOM 2015 ANNUAL REPORT5

NEW PRODUCT INNOVATIONSContinuously releasing innovativenew products and enhancing ourexisting ones remains at the coreof our strategy and vision. Unlike many others in the industry whomay have one or two product development releases a year, weenhance our products on a monthly basis, with no downtime oradded expense. This is possible because of the ingenuity of oursingle-database architecture and our concrete commitment toresearch and development. We remain focused on deliveringworld-class and innovative technology for businesses todayand tomorrow.6PAYCOM 2015 ANNUAL REPORT

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CLIENT WINSWe experienced monumental success attracting new businessin 2015, taking on new clients with larger employee counts.While we continue to add clients of many sizes, we feel larger employers represent aVLJQLȴFDQW RSSRUWXQLW\ WR LQFUHDVH RXU UHYHQXH SHU FOLHQW ZLWK OLPLWHG LQFUHPHQWDO FRVWV :LWK DSSUR[LPDWHO\ QHZ FOLHQWV RSHUDWLQJ RQ WKH 3D\FRP V\VWHP DW WKH HQG RI ZH UHPDLQ H[FLWHG DERXW RXU DELOLW\ WR DWWUDFW PRUH WR EURDGHQ RXU FOLHQWHOH LQ WKH IXWXUH One of our biggest client wins from the year was a rehabilitation management servicesFRPSDQ\ ZLWK QHDUO\ HPSOR\HHV VSUHDG DFURVV VWDWHV &RPLQJ IURP D ODUJH OHJDF\ SURYLGHUȇV V\VWHP WKH FRPSDQ\ IRXQG WKDW E\ VZLWFKLQJ WR 3D\FRP LW FRXOG H[SHFW VDYLQJV RI QHDUO\ DQQXDOO\ VLPSO\ E\ HOLPLQDWLQJ VHSDUDWH V\VWHPV DQG WKH PDQXDO processes associated with its outdated vendor.We also were pleased to onboard one of the largest golf managementRehabilitationMANAGEMENTSERVICES COMPANYFRPSDQLHV LQ WKH ZRUOG 7KLV RUJDQL]DWLRQ RSHUDWHV PRUH WKDQ SUHPLHU SULYDWH UHVRUW DQG SXEOLF JROI FRXUVHV WKURXJKRXW WKH 8 6 :LWK PRUH WKDQ HPSOR\HHV WKH FRPSDQ\ ZDV FRXUWHG E\ D FRPSHWLWLYH SURYLGHU landscape, but chose Paycom because of our proprietaryemployees: nearly8,000single-database architecture, eliminating its previousprocess of using outdated and disparate systems forLWV 5 DQG SD\UROO QHHGV SAMPLES OFMARQUEE WINSGolfMANAGEMENT COMPANYWe signed an early childhood education systememployees: more thanZLWK QHDUO\ HPSOR\HHV VSUHDG DFURVV 5,5003D\FRP EHFDXVH ZH VLJQLȴFDQWO\ FDQ LPSURYH LWV SULYDWH VFKRROV QDWLRQZLGH 7KLV EXVLQHVV FKRVH &0 RSHUDWLRQV DOORZLQJ WKH VFKRRO V\VWHP WR empower its employees to pursue its mission ofEarlyChildhoodserving its students. Our solution has enabled thisFOLHQW WR DXWRPDWH DQG VWDQGDUGL]H LWV SD\UROO DQG &0 SURFHVVHV ZLWK DFFHVV DFURVV DOO OHYHOV RI WKH RUJDQL]DWLRQ EDUCATION SYSTEM PROVIDERemployees: nearlyFinally, we signed a vast-reaching disability and senior3,300VXSSRUW VHUYLFHV RUJDQL]DWLRQ ZLWK PRUH WKDQ employees. Before joining Paycom, this multistateDisabilityAND SENIORSUPPORT ORGANIZATIONemployees: more than5,0008PAYCOM 2015 ANNUAL REPORTHQWLW\ XVHG QXPHURXV WRROV IRU LWV 5 DQG SD\UROO QHHGV UHVXOWLQJ LQ LQFRPSOHWH SURFHVVHV 7KLV FOLHQW now utilizes multiple applications within our singleGDWDEDVH VRIWZDUH VWUHDPOLQLQJ LWV &0 SUDFWLFHV

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K(Mark One)È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended December 31, 2015or‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period fromtoCommission file number: 001-36393Paycom Software, Inc.(Exact name of registrant as specified in its charter)Delaware80-0957485(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification Number)7501 W. Memorial RoadOklahoma City, Oklahoma 73142(Address of registrant’s principal executive offices)Registrant’s telephone number, including area code: (405) 722-6900Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredCommon Stock, 0.01 par valueNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes È No ‘Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes ‘ No ÈIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ÈAccelerated filer‘Non-accelerated filer ‘ (Do not check if a smaller reporting company)Smaller reporting company ‘Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No ÈAs of February 1, 2016, 59,096,925 shares of the registrant’s common stock, 0.01 par value per share, were outstanding, including1,961,738 shares of restricted stock. The aggregate market value of voting stock held by non-affiliates of the registrant, as ofJune 30, 2015, the last day of registrant’s most recently completed second fiscal quarter, was approximately 1.0 billion (based onthe closing price for shares of the registrant’s common stock as reported by the New York Stock Exchange on that date).DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s Definitive Proxy Statement on Schedule 14A to be furnished to stockholders in connection with its2016 Annual Meeting of Stockholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.

PAYCOM SOFTWARE, INC.2015 ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTSPage No.PART IItem 1.Business1Item 1A. Risk Factors15Item 1B. Unresolved Staff Comments34Item 2.Properties34Item 3.Legal Proceedings34Item 4.Mine Safety Disclosures34PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchasesof Equity Securities35Item 6.Selected Financial Data37Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 7A. Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary Data62Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure89Item 9A. Controls and Procedures89Item 9B. Other Information91PART IIIItem 10. Directors, Executive Officers and Corporate Governance91Item 11. Executive Compensation91Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters91Item 13. Certain Relationships and Related Transactions, and Director Independence91Item 14. Principal Accounting Fees and Services91PART IVItem 15. Exhibits, Financial Statement SchedulesSignatures9197

PART ISPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27Aof the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Actof 1934, as amended (the “Exchange Act”). Forward-looking statements are any statements that look to futureevents and include, but are not limited to, statements regarding our business strategy; anticipated futureoperating results and operating expenses, cash flows, capital resources, dividends and liquidity; trends,opportunities and risks affecting our business, industry and financial results; future expansion or growth plansand potential for future growth; our ability to attract new clients to purchase our solution; our ability to retainclients and induce them to purchase additional applications; our ability to accurately forecast future revenuesand appropriately plan our expenses; market acceptance of our solution and applications; our expectationsregarding future revenue generated by certain applications, including Enhanced ACA; alternative ways ofaddressing human capital management (“HCM”) needs or new technologies generally by us and ourcompetitors; continued acceptance of Software – as-a-Service (“SaaS”) as an effective method for deliveringHCM solutions and other business management applications; the attraction and retention of qualified employeesand key personnel; future regulatory, judicial and legislative changes in our industry; how certain factorsaffecting our performance correlate to improvement or deterioration in the labor market; our plan to openadditional sales offices and our ability to effectively execute such plan; the sufficiency of our existing cash andcash equivalents to meet our working capital and capital expenditure needs over the next 12 months; our abilityto create additional jobs at our corporate headquarters; our ability to expand our corporate headquarters withinan expected timeframe; our expectation of increasing our capital expenditures and investment activity as ourbusiness grows; and our ability to comply with New York Stock Exchange (“NYSE”) corporate governancestandards within prescribed phase-in periods following loss of “controlled company” status. In addition,forward-looking statements also consist of statements involving trend analyses and statements including suchwords as “may,” “believe,” “could,” “anticipate,” “would,” “might,” “plan,” “expect,” and similarexpressions or the negative of such terms or other comparable terminology. These forward-looking statementsspeak only as of the date of this Annual Report on Form 10-K and are subject to business and economic risks. Assuch, our actual results could differ materially from those set forth in the forward-looking statements as a resultof the factors set forth below in Part I, Item 1A, “Risk Factors,” and in our other reports filed with the Securitiesand Exchange Commission (the “SEC”). We do not undertake any obligation to update or revise the forwardlooking statements to reflect events that occur or circumstances that exist after the date on which such statementswere made, except to the extent required by law.Item 1. BusinessUnless we state otherwise or the context otherwise requires, the terms “Paycom,” “we,” “us,” “our” andthe “Company” refer, prior to the 2014 Reorganization discussed in Part II, Item 7, “Management’s Discussionand Analysis of Financial Condition and Results of Operations—The 2014 Reorganization,” to Paycom PayrollHoldings, LLC (“Holdings”), Holdings’ consolidated subsidiaries and solely with respect to the financialstatements and related notes thereto, WCAS Paycom Holdings, Inc. (“WCAS Holdings”), and, as of and after the2014 Reorganization, to Paycom Software, Inc. (“Software”), a Delaware corporation formed in anticipation ofour initial public offering, and Software’s consolidated subsidiaries, including Holdings. Accordingly, allfinancial and other information herein relating to periods prior to the 2014 Reorganization is that of, or derivedfrom, Holdings. For additional information concerning the 2014 Reorganization, see Part II, Item 7,“Management’s Discussion and Analysis of Financial Condition and Results of Operations—The 2014Reorganization,” which description is hereby incorporated by reference.OverviewWe are a leading provider of a comprehensive, cloud-based HCM software solution delivered as SaaS. Weprovide functionality and data analytics that businesses need to manage the complete employment life cycle from1

recruitment to retirement. Our solution requires virtually no customization and is based on a core system ofrecord maintained in a single database for all HCM functions, including talent acquisition, time and labormanagement, payroll, talent management and human resources (“HR”) management applications. Our userfriendly software allows for easy adoption of our solution by employees, enabling self-management of theirHCM activities in the cloud, which reduces the administrative burden on employers and increases employeeproductivity.Organizations need sophisticated, flexible and intuitive applications that can quickly adapt to their evolvingHCM requirements, streamline their HR processes and systems and enable them to control costs. We believe thatthe HCM needs of most organizations are currently served either by multiple providers that partner in an attemptto replicate a comprehensive product or by legacy providers offering outdated on-premise products. Theseapproaches often result in challenges with system integration, low scalability, high costs, extended delivery timesand large up-front capital requirements.Because our solution was developed in-house and is based on a single platform, there is no need to integrate,update or access multiple databases, which are common issues with competitor offerings that use multiple thirdparty systems in order to link together their HCM offerings. Additionally, our solution maintains data integrityfor accurate, actionable and real-time analytics and business intelligence and helps clients minimize the risk ofcompliance errors due to inaccurate or missing information. We deliver feature-rich applications whilemaintaining excellence in information security and quality management standards as evidenced by ourInternational Organization for Standardization (“ISO”) certifications.We sell our solution directly through our internally trained, client-focused and highly skilled sales forcebased in offices across the United States. As a part of our client retention effort, a specialist within a dedicatedteam is assigned to each client to provide industry-leading, personalized service. We have over 15,000 clients,none of which constituted more than one-half of one percent of our revenues for the year ended December 31,2015. We believe that as a result of our focus on client retention, we enjoy high client satisfaction as evidencedby an average annual revenue retention rate of 91% from existing clients for the three years ended December 31,2015. We believe our revenue retention rate understates our client loyalty because this rate

single-database solution. Due to our forethought and by enriching our software solution, we were able to seize many opportunities to help us meet the needs of business-es nationwide and drive innovation in the industry. In order to continue leading our industry, we invested heavily in research and development, increasing our