What changed in CBIZ, Inc.'s 2023 10-K compared to 2022?

Across the narrative sections we track, CBIZ, Inc. (CBZ) added 178 paragraphs, removed 185, and edited 154 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+90/−100), Item 1A. Risk Factors (+44/−44), Item 1. Business (+30/−26).

Did CBIZ, Inc. add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 44 new/edited paragraphs and 44 removed paragraphs versus the 2022 10-K.

What changed in CBIZ, Inc.'s MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 90 new/edited paragraphs and 100 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Where does this CBZ 10-K diff come from?

The source filings are CBIZ, Inc.'s official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in CBIZ, Inc.'s 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of CBIZ, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+178 added−185 removedSource: 10-K (2024-02-23) vs 10-K (2023-02-24)

Top changes in CBIZ, Inc.'s 2023 10-K

178 paragraphs added · 185 removed · 154 edited across 6 sections

Item 7. Management's Discussion & Analysis+90 / −100 · 78 edited
Item 1A. Risk Factors+44 / −44 · 39 edited
Item 1. Business+30 / −26 · 25 edited
Item 7A. Quantitative and Qualitative Disclosures About Market Risk+6 / −6 · 4 edited
Item 5. Market for Registrant's Common Equity+7 / −7 · 7 edited

Item 1. Business

Business — how the company describes what it does

25 edited+5 added−1 removed51 unchanged

2022 filing

2023 filing

Biggest changeThis award is based entirely on feedback from our team members. • Vault Accounting 50 – CBIZ ranked in the Top 10 based on survey results and feedback from those who are CPAs in Financial Services. • Best Places to Work in Insurance – We were selected and honored for the eighth consecutive year as a “Best Places to Work in Insurance” by Business Insurance magazine based on our commitment to attracting, developing and retaining great talent through employee benefits and other programs.

Biggest changeCBIZ was recognized for best practices in financial education and communication surrounding defined contribution plans in the plan transitions category. • 2023 Best Places to Work in Insurance by Business Insurance Magazine – CBIZ was selected and honored for the ninth consecutive year as a “Best Places to Work in Insurance” based on our commitment to attracting, developing and retaining great talent through employee benefits and other programs.

Financial Services Benefits and Insurance Services National Practices Accounting and Tax Employee Benefits Consulting Information Technology Managed Networking and Hardware Services Financial Advisory Payroll / Human Capital Management Healthcare Consulting Valuation Property and Casualty Insurance Risk and Advisory Services Retirement and Investment Services Government Healthcare Consulting 5 Table of Contents Financial Services Financial Services is comprised of core accounting services including traditional accounting, tax compliance, advisory, and specialty services, like transaction and risk advisory services, litigation support, valuation, and federal and state government health care compliance and consulting.

Financial Services Benefits and Insurance Services National Practices Accounting and Tax Employee Benefits Consulting Information Technology Managed Networking and Hardware Services Financial Advisory Payroll / Human Capital Management Healthcare Consulting Valuation Property and Casualty Insurance Risk and Advisory Services Retirement and Investment Services Government Health Care Consulting 5 Table of Contents Financial Services Financial Services is comprised of core accounting services including traditional accounting, tax compliance, advisory, and specialty services, like transaction and risk advisory services, litigation support, valuation, and federal and state government health care compliance and consulting.

Management believes that the diversity of our client base helps insulate us from a downturn in a particular industry 7 Table of Contents or geographic market. Nevertheless, economic conditions among select clients and groups of clients may have an impact on the demand for the services that we provide.

Management believes that the diversity of our client base helps insulate us from a downturn in a particular 7 Table of Contents industry or geographic market. Nevertheless, economic conditions among select clients and groups of clients may have an impact on the demand for the services that we provide.

At the foundation of our culture and approach to employee experience and engagement is our core values. We recognize that our uncompromising commitment to our values starting with ‘we do the right thing’ is important to our team. CBIZ views our commitment to advancing diversity and inclusion as an extension of our core values.

At the foundation of our culture and approach to employee experience and engagement are our core values. We recognize that our uncompromising commitment to our values starting with ‘we do the right thing’ is important to our team. CBIZ views our commitment to advancing diversity and inclusion as an extension of our core values.

As of December 31, 2022, we are in compliance with all governmental and professional organizations regulations relevant to the services we provide. 8 Table of Contents Liability Insurance We carry insurance policies, including those for commercial general liability, automobile liability, property, crime, professional liability, directors’ and officers’ liability, fiduciary liability, cyber liability, employment practices liability and workers' compensation, subject to prescribed state mandates.

As of December 31, 2023, we are in compliance with all governmental and professional organizations regulations relevant to the services we provide. 8 Table of Contents Liability Insurance We carry insurance policies, including those for commercial general liability, automobile liability, property, crime, professional liability, directors’ and officers’ liability, fiduciary liability, cyber liability, employment practices liability and workers' compensation, subject to prescribed state mandates.

The ASAs have terms ranging up to 22 years, are renewable upon agreement by both parties, and have certain rights of extension and termination.

The ASAs have remaining terms ranging up to 22 years, are renewable upon agreement by both parties, and have certain rights of extension and termination.

For further discussion regarding acquisitions and divestitures, refer to Note 18, Business Combinations, to the accompanying consolidated financial statements. Clients We provide multi-disciplinary and comprehensive solutions and professional services to over 100,000 clients across 25 industries. Our client base is made up of approximately 60,000 business clients and 40,000 individual clients.

For further discussion regarding acquisitions and divestitures, refer to Note 18, Business Combinations, to the accompanying consolidated financial statements. Clients We provide multi-disciplinary and comprehensive solutions and professional services to over 100,000 clients across more than 25 industries. Our client base is made up of approximately 60,000 business clients and 40,000 individual clients.

The aggregate compensation related to these arrangements received during the years ended December 31, 2022, 2021 and 2020 was less than 2% of consolidated CBIZ revenue for the respective periods. National Practices Our National Practices group provides two services: information technology focusing on managed networking and hardware services and healthcare consulting.

The aggregate compensation related to these arrangements received during the years ended December 31, 2023, 2022 and 2021 was less than 2% of consolidated CBIZ revenue for the respective periods. National Practices Our National Practices group provides two services: information technology focusing on managed networking and hardware services and healthcare consulting.

As such, we maintain joint-referral relationships and administrative service agreements (“ASAs”) with independent licensed Certified Public Accounting (“CPA”) firms (the “CPA firms”) under which audit and attest services may be provided to our clients by such CPA firms. At December 31, 2022, we maintained ASAs with four CPA firms.

Most of the members and/or stockholders of those CPA firms are also our team members, and we render services to the CPA firms as an independent contractor. One of our ASAs is with Mayer Hoffman McCann, P.C. (“Mayer Hoffman”), an independent national CPA firm headquartered in Kansas City, Missouri. Mayer Hoffman has 201 stockholders.

Revenue Revenue by practice group for the years ended December 31, 2022, 2021 and 2020 is provided in the table below (in thousands) along with a discussion of certain external relationships and regulatory factors that currently impact those segments.

Revenue Revenue by practice group for the years ended December 31, 2023, 2022 and 2021 is provided in the table below (in thousands) along with a discussion of certain external relationships and regulatory factors that currently impact those segments.

CBIZ brings value because of the talent, expertise and commitment of the over 6,500 professionals that make up our team nationwide. We are diligent in our efforts to attract, retain and develop talent.

CBIZ brings value because of the talent, expertise and commitment of the over 6,700 professionals that make up our team nationwide. We are diligent in our efforts to attract, retain and develop talent.

We are also embedded in local and regional markets and build meaningful relationships to foster deeper understanding of our clients’ business and industry. We believe that our strong client relationships, breadth of professional service offerings, and depth of expertise, as well as our ability to provide national expertise on a local level give us a competitive advantage.

We are also embedded in local and regional markets and build meaningful relationships to foster deeper understanding of our clients’ businesses and industries. We believe that our strong client relationships, breadth of professional service offerings, and depth of expertise, as well as our ability to provide national expertise on a local level give us a competitive advantage.

Fees earned by us under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income and totaled approximately $235.4 million, $174.8 million and $159.4 million for the years ended December 31, 2022, 2021 and 2020, respectively, a majority of which is related to services rendered to privately-held clients and governmental agencies.

Fees earned by us under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income and totaled approximately $259.6 million, $235.4 million and $174.8 million for the years ended December 31, 2023, 2022 and 2021, respectively, a majority of which is related to services rendered to privately-held clients and governmental agencies.

Over 27 years, CBIZ has grown to a team of more than 6,500 professionals working through more than 120 offices located in 33 states and the District of Columbia.

Over the years, CBIZ has grown to a team of more than 6,700 professionals working through more than 120 offices located in 33 states and the District of Columbia.

We were recognized for this award based on core focus areas such as leadership and planning, corporate culture, communications, work environment and overall engagement. • 2022 Best and Brightest Companies in the Nation Top 101 – For the seventh year in a row, we were honored as a “Best and Brightest Company” by National Association of Business Resources ("NABR") based on our commitment to human resource practices and employee enrichment. • 2022 Best and Brightness in Wellness – We were honored by NABR, for the sixth consecutive time, as an organization that promotes a culture of wellness. • 2022 Top Workplaces Culture Excellence Awards for Appreciation, Clue-in Leaders, Employee Value Proposition, Employee Wellbeing, Empowering Employees, Formal Training, Professional Development, Work-Life Flexibility by Energage – These second-time awards recognize outstanding organizations across business-relevant culture categories.

We were recognized for this award based on core focus areas such as leadership and planning, corporate culture, communications, work environment and overall engagement with our employees. • 2023 Best and Brightest Companies in the Nation Top 101 by National Association of Business Resources ("NABR") – For the eighth year in a row, CBIZ was honored as a “Best and Brightest Company” based on our commitment to human resource practices and employee enrichment. • 2023 Best and Brightness in Wellness by NABR – CBIZ was honored for the seventh consecutive time, as an organization that promotes a culture of wellness. • 2023 Top Workplaces Culture Excellence Awards for Appreciation, Clue-in Leaders, Employee Value Proposition, Employee Wellbeing, Empowering Employees, Formal Training, Professional Development, Work-Life Flexibility by Energage – CBIZ was recognized for the third time as an outstanding organization across business-relevant culture categories.

Our corporate code of conduct and ethics and the charters of the Audit Committee, the Compensation and Human Capital Committee and the Nominating and Governance Committee of the Board of Directors are available on the investor relations page of our website, referenced above, and in print to any shareholder who requests them.

Our corporate code of conduct, corporate governance guidelines, code of professional conduct and ethics guide and the charters of the Audit Committee, the Compensation and Human Capital Committee and the Nominating and Governance Committee of the Board of Directors are available on the investor relations page of our website, referenced above, and in print to any stockholder who requests them.

Our business client base is geographically dispersed across the country and includes small, middle market, and large businesses and organizations ranging from less than 10 to more than 10,000 employees. Our largest client comprised approximately 2.4% of our consolidated revenue in 2022 and is included in the National Practices group.

Our business client base is geographically dispersed across the country and includes small, middle market, and large businesses and organizations ranging from less than 10 to more than 10,000 employees. Our largest client generated approximately 2.3% of our consolidated revenue in 2023 and is included in the National Practices group.

Year End December 31, 2022 2021 2020 Financial Services $ 1,010,068 71.5 % $ 734,026 66.4 % $ 629,778 65.3 % Benefits and Insurance Services 358,007 25.4 % 332,323 30.1 % 297,758 30.9 % National Practices 43,904 3.1 % 38,576 3.5 % 36,361 3.8 % Total CBIZ revenue $ 1,411,979 100.0 % $ 1,104,925 100.0 % $ 963,897 100.0 % Our revenue growth model includes three components: internal organic growth, cross-serving additional services to our existing clients, and strategic acquisitions. • We capitalize on organic growth opportunities by creating value for our clients to help them achieve their goals, take advantage of their greatest opportunities or address their biggest challenges.

Year End December 31, 2023 2022 2021 Financial Services $ 1,160,686 72.9 % $ 1,010,068 71.5 % $ 734,026 66.4 % Benefits and Insurance Services 382,605 24.1 % 358,007 25.4 % 332,323 30.1 % National Practices 47,903 3.0 % 43,904 3.1 % 38,576 3.5 % Total CBIZ revenue $ 1,591,194 100.0 % $ 1,411,979 100.0 % $ 1,104,925 100.0 % Our revenue growth model includes three components: internal organic growth, cross-serving additional services to our existing clients, and strategic acquisitions. • We capitalize on organic growth opportunities by creating value for our clients to help them achieve their goals, take advantage of their greatest opportunities or address their biggest challenges.

We seek to acquire the most highly regarded, best in class financial, insurance, and advisory firms that demonstrate a desire for a greater national platform and enhanced client service capabilities, possess strong leadership, cultural fit and a client base with cross-serving potential.

In 2022, we completed two business acquisitions. From time to time, we divest, through sale or closure, business operations that do not contribute to our long-term objectives for growth or are not critical to our service offerings or markets. In 2022, we sold a small book of business in the Benefits and Insurance Services practice group.

In 2023, we completed five business acquisitions. From time to time, we divest, through sale or closure, business operations that do not contribute to our long-term objectives for growth or are not critical to our service offerings or markets. In 2023, we sold one technology asset in the Financial Services practice group.

We compete with national, regional and local professional services firms including accounting and tax firms, insurance brokers, payroll advisors and consulting firms. While many of our competitors tend to be mono-line in their offerings, we offer multi-disciplinary, holistic solutions that are comprehensive and provide higher value to our clients while eliminating the need for coordination between multiple service providers.

While many of our competitors tend to be mono-line in their offerings, we offer multi-disciplinary, holistic solutions that we believe are comprehensive and provide higher value to our clients while eliminating the need for coordination between multiple service providers.

Available Information - Our principal executive office is located at 6801 Brecksville Road, Door N, Independence, Ohio 44131, and our telephone number is (216) 447-9000. Our website is located at https://www.cbiz.com .

N., Suite 600, Independence, Ohio 44131, and our telephone number is (216) 447-9000. Our website is located at https://www.cbiz.com .

They were also asked to nominate organizations in industries outside their own. • 2022 Top Workplaces USA by Energage – This award celebrates nationally recognized companies that make the world a better place to work together by prioritizing a people-centered culture and giving employees a voice.

In 2023, CBIZ was awarded 100 workplace awards, including the following: • 2023 Top Workplaces USA by Energage – This award celebrates nationally recognized companies that make the world a better place to work together by prioritizing a people-centered culture and giving employees a voice.

At CBIZ, 9 Table of Contents diversity and inclusion are a business imperative as we strive to become an employer of choice for attracting, retaining and developing diverse talent. CBIZ has been honored with numerous workplace awards based on feedback gathered directly from our team members. In 2022, CBIZ was awarded 84 workplace awards.

At CBIZ, 9 Table of Contents diversity and inclusion are a business imperative as we strive to become an employer of choice for attracting, retaining and developing diverse talent.

Removed

A sample of the awards won include: • 2022 America’s Best Midsize Employers by Forbes – This is the fifth time we have received this award. 50,000 Americans working for businesses with at least 1,000 employees were surveyed to rate, on a scale of zero to 10, how likely they would be to recommend their employer to others.

Added

We compete with national, regional and local professional services firms including accounting and tax firms, insurance brokers, payroll advisors and consulting firms.

Added

In 2023, CBIZ was certified as a Great Place to Work® for the eighth consecutive year and has been honored with numerous workplace awards based on feedback gathered directly from our team members.

Added

This award is based entirely on feedback from our team members. • 2023 Early Talent Award by Handshake – The Early Talent Awards recognize the best places for Gen Z to start a career.

Added

This award recognizes CBIZ as an industry leader and a great place to work for Gen Z jobseekers in the areas of flexible work environment, networking opportunities, and impactful work. • 2023 Campus Forward by Ripplematch – CBIZ was selected for our commitment to hiring career talent, emphasizing diversity and inclusion, and investing in the next generation of talent for the organization.

Added

The winners of the Campus Forward Award represent the best in the country and winning the award highlights our recruitment efforts and overall experiences of our interns. • 2023 Eddy Award by Pension & Investments – This award recognizes companies for financial wellness, ongoing investment education, and pre-retirement preparation.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

39 edited+5 added−5 removed84 unchanged

2022 filing

2023 filing

Biggest changeIf our third-party vendors do not maintain adequate security measures, do not require their sub-contractors to maintain adequate security measures, do not perform as anticipated and in accordance with contractual requirements, or become targets of cyber-attacks, we may experience operational difficulties and increased costs, which could materially and adversely affect our business.

Biggest changeAlthough to date such issues have not resulted in material disruptions or materially affected our business strategy, results of operations or financial condition, no assurance can be provided that we will not experience material disruptions or suffer material adverse effects in the future if our third-party vendors do not maintain adequate security measures, do not require their sub-contractors to 13 Table of Contents maintain adequate security measures, do not perform as anticipated and in accordance with contractual requirements, or become targets of cyber-attacks.

Cyber-attacks or other security breaches involving our computer systems or the systems of one or more of our vendors could materially and adversely affect our business. Our systems, like others in the industries we serve, are vulnerable to cyber security risks, and we are subject to potential disruption caused by such activities.

Cyber-attacks or other security breaches involving our computer systems or the systems of one or more of our vendors could materially and adversely affect our business. Our systems, like others in the industries we serve, are vulnerable to cybersecurity risks, and we are subject to potential disruption caused by such activities.

In periods in which our stock price is higher than the grant date fair value of the share-based compensation vesting or exercises in that period, we will recognize excess tax benefits that will decrease our effective tax rate.

In future periods in which our stock price is higher than the grant date fair value of the share-based compensation vesting or exercises in that period, we will recognize excess tax benefits that will decrease our effective tax rate.

The global spread of COVID-19 has negatively impacted the global economy and disrupted both financial markets and international trade. The COVID-19 pandemic resulted in increased unemployment levels and significantly impacted global supply chain. In addition, federal, state, and local governments have implemented various mitigation measures, including travel restrictions, restrictions on public gatherings, shelter-in-place restrictions, and limitations on business activities.

The global spread of COVID-19 negatively impacted the global economy and disrupted both financial markets and international trade. The COVID-19 pandemic resulted in increased unemployment levels and significantly impacted global supply chain. In addition, federal, state, and local governments implemented various mitigation measures, including travel restrictions, restrictions on public gatherings, shelter-in-place restrictions, and limitations on business activities.

We could incur significant legal expense to defend any claims against us, even those claims without merit. While we carry insurance against these potential liabilities, we cannot be certain that circumstances surrounding such an error or breach of security would be entirely reimbursed through insurance coverage.

We could incur significant legal expense to defend any claims against us, even those claims that we believe are without merit. While we carry insurance against these potential liabilities, we cannot be certain that circumstances surrounding such an error or breach of security would be entirely reimbursed through insurance coverage.

The fair value of these liabilities is assessed on a quarterly basis and changes in assumptions used to determine the amount of the liability or a change in the fair value of our common stock could lead to an adjustment that may have a material impact, favorable or unfavorable, on our results of operations.

To date, revenues derived from providing services in connection with attestation engagements of the attest firms performed for SEC-reporting clients have not been material. 11 Table of Contents Our goodwill and other intangible assets could become impaired, which could lead to material non-cash charges against earnings and a material impact on our results of operations and statement of financial position.

To date, revenues derived from providing services in connection with attestation engagements of the attest firms performed for SEC-reporting clients have not been material. Our goodwill and other intangible assets could become impaired, which could lead to material non-cash charges against earnings and a material impact on our results of operations and statement of financial position.

Our Board of Directors and management team are committed to acting in the best interest of all of our shareholders. We value constructive input from investors and regularly engage in dialogue with our shareholders regarding strategy and performance.

Our Board of Directors and management team are committed to acting in the best interest of all of our stockholders. We value constructive input from investors and regularly engage in dialogue with our stockholders regarding strategy and performance.

Our success depends in large part upon the abilities and continued services of our executive officers, our business unit presidents, other key employees, and our staff members. In the course of business operations, employees may retire, resign and seek employment elsewhere, particularly in the current employment environment, 10 Table of Contents given wage pressures and worker shortages.

Our failure to satisfy covenants in our debt instruments could cause a default under those instruments. Our debt instruments include a number of covenants relating to financial ratios and tests. Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions.

Our failure to satisfy covenants in our debt instruments could cause a default under those instruments. Our debt instruments include a number of covenants relating to financial ratios and tests. Our ability to comply with 16 Table of Contents these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions.

Any significant violations of data privacy could result in the loss of business, litigation, regulatory investigations, penalties, ongoing expenses related to client credit monitoring and support, and other expenses, any of which could damage our reputation and adversely affect the growth of our business.

Any future significant violations of our data security privacy could result in the loss of business, litigation, regulatory investigations, penalties, ongoing expenses related to notifications and client credit monitoring and support, and other expenses, any of which could damage our reputation and adversely affect the growth of our business.

Activist shareholders who disagree with the composition of the Board of Directors, our strategy or management approach may seek to effect change through various strategies and channels. Responding to shareholder activism can be costly and time-consuming, disrupt our operations, and divert the attention of management and our employees from our strategic initiatives.

Activist stockholders who disagree with the composition of the Board of Directors, our strategy or management approach may seek to effect change through various strategies and channels. Responding to stockholder activism can be costly and time-consuming, disrupt our operations, and divert the attention of management and our employees from our strategic initiatives.

Strategic acquisitions are part of our growth strategy, and it is our intention to selectively acquire businesses or client lists that are complementary to existing service offerings in our target markets and/or 15 Table of Contents new and attractive markets.

In addition, we may also face increased competition for acquisition opportunities, which may inhibit our ability to complete transactions on terms that are favorable to us. As discussed above, there are certain provisions under the 2022 credit facility that may limit our ability to acquire additional businesses.

In addition, we may face increased competition for acquisition opportunities, which may inhibit our ability to complete transactions on terms that are favorable to us. As discussed below, there are certain provisions under the 2022 credit facility (as defined below) that may limit our ability to acquire additional businesses.

These tax effects are dependent on our stock price and exercise activity, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results. We may be subject to the actions of activist shareholders.

These tax effects are dependent on our stock price and exercise activity, which we do not control, 14 Table of Contents and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results. We may be subject to the actions of activist stockholders.

Notwithstanding these measures, our customers may face unexpected circumstances that adversely impact their ability to pay their trade receivables or note obligations to us and we may face unexpected losses as a result.

Notwithstanding these measures, 10 Table of Contents our customers may face unexpected circumstances that adversely impact their ability to pay their trade receivables or note obligations to us and we may face unexpected losses as a result.

We may not be able to acquire and finance additional businesses which may limit our ability to pursue our business strategy. We acquired two businesses during 2022, and maintain a robust pipeline of potential businesses for acquisition.

We may not be able to acquire and finance additional businesses which may limit our ability to pursue our business strategy. We acquired five businesses during 2023, and maintain a robust pipeline of potential businesses for acquisition.

As part of many acquisition transactions, shares are contractually 16 Table of Contents restricted from sale for a one-year period, and as of January 31, 2023, approximately 12 thousand shares of our common stock were under lock-up contractual restrictions that expire by December 31, 2023.

As part of many acquisition transactions, shares are contractually restricted from sale for a one-year period, and as of January 31, 2024, approximately 138 thousand shares of our common stock were under lock-up contractual restrictions that expire by December 31, 2024.

In addition, both houses of Congress have actively considered legislation to reduce emissions of GHGs, and almost one-half of the states have taken legal measures to reduce emissions of GHGs primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs.

In addition, almost one-half of the states have taken legal measures to reduce emissions of GHGs primarily through the planned development of GHG emission inventories and/or regional GHG cap and trade programs.

This could have a material adverse effect on our results of operations, financial condition, and liquidity, and will depend on numerous factors that we may not be able to predict, including, but not limited to, the duration and severity of the pandemic, governmental actions in response to the pandemic, the impact of business and economic disruptions on our clients and their demand for our services, and our clients’ ability to pay for our services.

Future public health threats or widespread outbreaks of communicable illnesses could have a material adverse effect on our results of operations, financial condition, and liquidity, and will depend on numerous factors that we may not be able to predict, including, but not limited to, the duration and severity of the public health threat or pandemic, governmental actions in response to the public health threat or pandemic, the impact of business and economic disruptions on our clients and their demand for our services, and our clients’ ability to pay for our services.

At December 31, 2022, the net carrying value of our goodwill and other intangible assets totaled $819.9 million and $131.8 million, respectively. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles - Goodwill and Other, we assess these assets, including client lists, to determine if there is any indication of impairment.

At December 31, 2023, the net carrying value of our goodwill and other intangible assets totaled $865.2 million and $143.4 million, respectively. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles - Goodwill and Other, we assess these assets, including client lists, to determine if there is any indication of impairment.

We have authorized 250.0 million shares of common stock, and have approximately 50.1 million shares of common stock outstanding at January 31, 2023. A substantial number of these shares have been issued in connection with acquisitions.

We have authorized 250.0 million shares of common stock, and have approximately 49.8 million shares of common stock outstanding at January 31, 2024. A substantial number of these shares have been issued in connection with acquisitions.

We are also dependent on security measures that some of our third-party vendors and customers are taking to protect their own systems and infrastructures.

We are also dependent on security measures that some of our third-party vendors and customers are taking to protect their own systems and infrastructures. In the past, our third-party vendors have experienced issues with their security measures.

In some cases, we depend on key vendors and partners to provide technology and other support. If these third parties fail to perform their obligations or cease to work with us, our ability to execute on our strategic initiatives could be adversely affected. Climate change legislation or regulations restricting emissions of Greenhouse Gases could result in increased operating costs.

If these third parties fail to perform their obligations or cease to work with us, our ability to execute on our strategic initiatives could be adversely affected. Climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating costs.

We believe we have controls and procedures in place to address our fiduciary responsibility and mitigate these risks. However, if we are not successful in managing these risks, our business, financial condition and results of operations may be harmed.

We make risk-based decisions on the measures to implement, and we believe we have appropriate controls and procedures in place to address our fiduciary responsibility and mitigate these risks. However, if we are not successful in managing these risks, our business, financial condition, and results of operations may be harmed in the future.

Insurance rate increases, disputes by carriers over coverage questions, payments by us within 13 Table of Contents deductible or self-retention limits, as well as any underlying claims or settlement of such claims, could have a material adverse effect on our business, financial condition and results of operations.

Insurance rate increases, disputes by carriers over coverage questions, payments by us within deductible or self-retention limits, as well as any underlying claims or settlement of such claims, could have a material adverse effect on our business, financial condition and results of operations. We are not a CPA firm and we do not perform any attest services for clients.

We are not a CPA firm and we do not perform any attest services for clients. We do not maintain any ownership interest in or control over any CPA firm with which one of our subsidiaries may maintain an ASA.

We do not maintain any ownership interest in or control over any CPA firm with which one of our subsidiaries may maintain an ASA.

There can be no assurance that following the policies and procedures implemented by us and the CPA firms will enable us and the CPA firms to avoid circumstances that would cause us and them to lack independence from an SEC-reporting attest client; nor can there be any assurance that state, United States Government Accountability Office or United States Department of Labor accountancy authorities will not impose additional restrictions on the profession.

Given the pre-existing limits set by us on our relationships with SEC-reporting attest clients of associated CPA firms, and the limited number and size of such clients, the imposition of independence limitations under the Sarbanes-Oxley Act of 2002, SEC rule or interpretation, or PCAOB standards do not and are not expected to materially affect our revenues. 11 Table of Contents There can be no assurance that following the policies and procedures implemented by us and the CPA firms will enable us and the CPA firms to avoid circumstances that would cause us and them to lack independence from an SEC-reporting attest client; nor can there be any assurance that state, United States Government Accountability Office or United States Department of Labor accountancy authorities will not impose additional restrictions on the profession.

Corporations such as ours are subject to frequent attacks on their systems. Such attacks may have various goals, from seeking confidential information to causing operational disruption.

Companies like ours are subject to frequent attacks on their systems. Such attacks may have various goals, from seeking confidential information to causing operational disruption. We have experienced cyber-attacks and other security breaches in the past.

These changes could materially alter the healthcare in the 12 Table of Contents United States and our ability to provide effective services in these areas may be substantially limited and adversely affect revenue and margins in our healthcare benefit business.

Furthermore, statutory or regulatory changes may result in establishing alternatives to employer-sponsored healthcare insurance or replace it with government-sponsored health insurance programs. These changes could materially alter the healthcare industry in the United States and our ability to provide effective services in these areas may be substantially limited and adversely affect revenue and margins in our healthcare benefit business.

The professional business services industry has been and continues to be impacted by significant technological changes and innovation, enabling companies to offer services competitive with ours.

The professional business services industry has been and continues to be impacted by significant technological changes and innovation, enabling companies to offer services competitive with ours. Those technological changes may (i) reduce demand for our services, (ii) enable the development of competitive products or services, or (iii) enable our current customers to reduce or bypass the use of our services.

Changes in the healthcare environment, including, but not limited to, any legislated changes in the United States’ national healthcare system, that affect the methods by which insurance carriers remunerate brokers, could adversely impact our revenues and margins in this business.

In many cases, these commissions consist of a ratable portion of the insurance premiums on those policies, based upon a sliding scale pertaining to the dollar volume of premiums and/or the number of participants in the plan. 12 Table of Contents Changes in the healthcare environment, including, but not limited to, any legislated changes in the United States’ national healthcare system, that affect the methods by which insurance carriers remunerate brokers, could adversely impact our revenues and margins in this business.

Although to date such activities have not resulted in material disruptions to our operations or, to our knowledge, a material breach of any security or confidential information, no assurance can be provided that such material disruptions or a material breach will not occur in the future.

Although to date such activities have not resulted in material disruptions to our operations or materially affected our business strategy, results of operations or financial condition, no assurance can be provided that we will not experience material disruptions or suffer material adverse effects in the future.

We require a significant amount of cash for interest payments on our debt and to expand our business as planned. At December 31, 2022, our debt consisted primarily of $265.7 million in principal amount outstanding under our $600 million unsecured credit facility (the “2022 credit facility” or the “credit facility”).

At December 31, 2023, our debt consisted primarily of $312.4 million in principal amount outstanding under our $600 million unsecured credit facility (the “2022 credit facility” or the “credit facility”).

While we have deployed resources that are responsible for maintaining appropriate levels of cyber security, and while we utilize third-party technology products and services to help identify, protect, and remediate our information technology systems and infrastructure against security breaches and cyber-incidents, our responsive and precautionary measures may not be adequate or effective to prevent, identify, or mitigate attacks by hackers, foreign governments, or other actors or breaches caused by employee error, malfeasance, or other disruptions.

While we have deployed resources that are responsible for maintaining what we consider to be appropriate levels of cybersecurity, and while we utilize third-party technology products and services to help identify threats and protect our information technology systems and infrastructure against security breaches and cyber-incidents, we do not believe such resources or products and services can provide absolute protection against all potential risks and incidents.

We may not be successful in anticipating or responding to these changes and demand for our services could be further reduced by advanced technologies being deployed by our competitors. The effort to gain technological expertise and develop new technologies in our business may require us to incur significant expenses.

Additionally, rapid changes in artificial intelligence, block chain-based technology, automation and related innovations are increasing the competitiveness landscape. We may not be successful in anticipating or responding to these changes and demand for our services could be further reduced by advanced technologies being deployed by our competitors.

Although we are considered an essential business, some of these actions have adversely impacted the ability of our employees, contractors, suppliers, customers, and other business partners to conduct business activities, and could ultimately do so for an indefinite period of time.

These actions adversely impacted the ability of our employees, contractors, suppliers, customers, and other 15 Table of Contents business partners to conduct business activities.

The EPA has adopted two sets of regulations under the existing Clean Air Act that would require a reduction in emissions of GHGs from motor vehicles and could trigger permit review for GHG emissions from certain stationary sources.

Based on these findings, the EPA has adopted a series of regulations under the Clean Air Act that require monitoring, reporting and/or emission controls of GHGs for certain emission sources.

However, management believes that funds available under the credit facility, along with cash generated from operations, will be sufficient to meet our liquidity needs, including planned acquisition activity in the foreseeable future. To the extent we are unable to find suitable acquisition candidates, an important component of our growth strategy may not be realized.

To the extent we are unable to find suitable acquisition candidates, an important component of our growth strategy may not be realized. We require a significant amount of cash for interest payments on our debt and to expand our business as planned.

Removed

Added

In the past, one of our third-party service providers experienced a data breach that allowed an unauthorized third-party to gain access to the Company’s and its clients’ data, including personally identifiable information.

Removed

Added

While this breach did not subject the company to liability under the Health Insurance Portability and Accountability Act or other governmental regulations, there can be no assurance that in the event of a future breach, we will not be liable under those governmental regulations.

Removed

Furthermore, statutory or regulatory changes may result in establishing alternatives to employer-sponsored healthcare insurance or replace it with government-sponsored health insurance programs.

Added

Additional events or cyberattacks in the future could exacerbate the foregoing risks and create additional challenges to maintaining client relationships and our reputation.

Removed

Those 14 Table of Contents technological changes may (i) reduce demand for our services, (ii) enable the development of competitive products or services, or (iii) enable our current customers to reduce or bypass the use of our services. Additionally, rapid changes in artificial intelligence, block chain-based technology, automation and related innovations are increasing the competitiveness landscape.

Added

We make risk-based decisions on the measures to implement, and our responsive and precautionary measures may not be adequate or effective to prevent, identify, or mitigate attacks by hackers, foreign governments, or other actors or breaches caused by employee error, malfeasance, or other disruptions.

Removed

These findings allow the EPA to adopt and implement regulations that would restrict emissions of GHGs under existing provisions of the federal Clean Air Act.

Added

The effort to gain technological expertise and develop new technologies in our business may require us to incur significant expenses. In some cases, we depend on key vendors and partners to provide technology and other support.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−1 removed0 unchanged

2022 filing

2023 filing

Biggest changeITEM 2. PROPERTIES. Our corporate headquarters are located at 6801 Brecksville Road, Door N, Independence, Ohio 44131, in leased premises. We lease more than 120 offices in 33 states and the District of Columbia and believe that our current facilities are sufficient for our current needs. ITEM 3. LEGAL PROCEEDINGS.

Biggest changeITEM 2. PROPERTIES. Our corporate headquarters are located at 5959 Rockside Woods Blvd. N., Suite 600, Independence, Ohio 44131, in leased premises. We lease more than 120 offices in 33 states and the District of Columbia and believe that our current facilities are sufficient for our current needs.

Removed

Refer to Note 11, Commitments and Contingencies, to the accompanying consolidated financial statements for information on legal proceedings, which is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 17 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed5 unchanged

2022 filing

2023 filing

Biggest changeAll rights reserved. 2017 2018 2019 2020 2021 2022 CBIZ, Inc. $ 100.00 $ 127.51 $ 174.50 $ 172.23 $ 253.20 $ 303.24 S&P 500 100.00 95.62 125.72 148.85 191.58 156.89 Russell 2000 100.00 88.99 111.70 134.00 153.85 122.41 Peer Group 100.00 101.41 134.23 146.25 201.24 189.00 The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Biggest changeAll rights reserved. 2018 2019 2020 2021 2022 2023 CBIZ, Inc. $ 100.00 $ 136.85 $ 135.08 $ 198.58 $ 237.82 $ 317.72 S&P 500 100.00 131.49 155.68 200.37 164.08 207.21 Russell 2000 100.00 125.52 150.58 172.90 137.56 160.85 Peer Group 100.00 132.37 144.22 198.44 186.37 204.32 The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Issuer Purchases of Equity Securities - Shares repurchased during the three months ended December 31, 2022 (reported on a trade-date basis) are summarized in the table below (in thousands, except per share data). Average price paid per share includes fees and commissions.

Issuer Purchases of Equity Securities - Shares repurchased during the three months ended December 31, 2023 (reported on a trade-date basis) are summarized in the table below (in thousands, except per share data). Average price paid per share includes fees and commissions.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock - Our common stock is traded on the NYSE under the trading symbol “CBZ.” Holders of Record - The number of holders of our common stock based on record ownership as of December 31, 2022 was approximately 2,287.

The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2017 and tracks it through December 31, 2022. 18 Table of Contents COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN * Among CBIZ, Inc., the S&P 500 Index, the Russell 2000 Index, and a Peer Group *$100 invested on December 31, 2017 in stock or index, including reinvestment of dividends.

The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2018 and tracks it through December 31, 2023. 19 Table of Contents COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN * Among CBIZ, Inc., the S&P 500 Index, the Russell 2000 Index, and a Peer Group *$100 invested on December 31, 2018 in stock or index, including reinvestment of dividends.

Recent Sales of Unregistered Securities - During the year ended December 31, 2022, we issued approximately 107 thousand shares of our common stock as payment for contingent consideration for current year and previous acquisitions.

Recent Sales of Unregistered Securities - During the year ended December 31, 2023, we issued approximately 242 thousand shares of our common stock as payment for current year acquisitions, as well as payment for contingent consideration for current year and previous acquisitions.

Issuer Purchases of Equity Securities Fourth Quarter Purchases Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Shares That May Yet Be Purchased Under the Plan October 1 – October 31, 2022 451 $ 45.91 451 3,046 November 1 – November 30, 2022 434 $ 48.40 434 2,612 December 1 – December 31, 2022 265 $ 49.31 265 2,347 1,150 $ 47.63 1,150 Refer to Note 13, Common Stock, to the accompanying consolidated financial statements for future discussion on the Share Repurchase Program.

Issuer Purchases of Equity Securities Fourth Quarter Purchases Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Shares That May Yet Be Purchased Under the Plan October 1 – October 31, 2023 107 $ 52.56 107 4,166 November 1 – November 30, 2023 28 $ 54.62 28 4,138 December 1 – December 31, 2023 — $ — — 4,138 135 $ 52.99 135 Refer to Note 13, Common Stock, to the accompanying consolidated financial statements for further discussion on the Share Repurchase Program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

78 edited+12 added−22 removed41 unchanged

2022 filing

2023 filing

Biggest changeOperating expense as a percentage of revenue increased to 84.2% in 2022 from 82.9% in 2021 primarily due to higher depreciation and amortization expenses and other fixed costs as a result of the Marks Paneth acquisition. 25 Table of Contents Benefits and Insurance Services Year Ended December 31, 2022 2021 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 358,007 $ 330,580 $ 27,427 8.3 % Divested operation — 1,743 (1,743) Total revenue 358,007 332,323 25,684 7.7 % Operating expenses 290,387 271,650 18,737 6.9 % Gross margin / Operating income $ 67,620 $ 60,673 $ 6,947 11.4 % Total other income, net $ 2,386 $ 7,111 $ (4,725) N/M Income from continuing operations before income tax expenses $ 70,006 $ 67,784 $ 2,222 3.3 % Gross margin percentage 18.9 % 18.3 % The Benefits and Insurance Services practice group revenue in 2022 grew by 7.7% to $358.0 million from $332.3 million in 2021.

Biggest changeBenefits and Insurance Services Year Ended December 31, 2023 2022 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 381,200 $ 358,007 $ 23,193 6.5 % Acquired businesses 1,405 — 1,405 Total revenue 382,605 358,007 24,598 6.9 % Operating expenses 310,510 290,387 20,123 6.9 % Gross margin / Operating income $ 72,095 $ 67,620 $ 4,475 6.6 % Total other income, net $ 2,058 $ 2,386 $ (328) (13.7) % Income before income tax expenses $ 74,153 $ 70,006 $ 4,147 5.9 % Gross margin percentage 18.8 % 18.9 % The Benefits and Insurance Services practice group revenue in 2023 grew by 6.9% to $382.6 million from $358.0 million in 2022.

Income and expenses related to the deferred compensation plan are included in “Operating expenses,” “Gross margin” and “Corporate General & Administrative expenses” and are directly offset by deferred compensation gains or losses in “Other (expense) income, net” in the accompanying Consolidated Statements of Comprehensive Income.

Income and expenses related to the deferred compensation plan are included in “Operating expenses,” “Gross margin” and “Corporate General & Administrative expenses” and are directly offset by deferred compensation gains or losses in “Other income (expense), net” in the accompanying Consolidated Statements of Comprehensive Income.

As of December 31, 2022, we were not aware of any obligations arising under indemnification agreements that would require material payments. Interest Rate Risk Management - We do not purchase or hold any derivative instruments for trading or speculative purposes. We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the credit facility.

As of December 31, 2023, we were not aware of any obligations arising under indemnification agreements that would require material payments. Interest Rate Risk Management - We do not purchase or hold any derivative instruments for trading or speculative purposes. We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the credit facility.

Debt Covenant Compliance - We are required to meet certain financial covenants with respect to (i) total leverage ratio and (ii) interest coverage ratio. We were in compliance with our covenants as of December 31, 2022. Our ability to service our debt and to fund future strategic initiatives will depend upon our ability to generate cash in the future.

Debt Covenant Compliance - We are required to meet certain financial covenants with respect to (i) total leverage ratio and (ii) interest coverage ratio. We were in compliance with our covenants as of December 31, 2023. Our ability to service our debt and to fund future strategic initiatives will depend upon our ability to generate cash in the future.

In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, 19 uncertainties and assumptions, which could cause actual results to differ materially from management’s expectations. Please see the sections of this report entitled “Forward-Looking Statements” and “Risk Factors.” This section generally discusses the results of operations for fiscal year 2022 compared to fiscal year 2021.

In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from management’s expectations. Please see the sections of this report entitled “Forward-Looking Statements” and “Risk Factors.” This section generally discusses the results of operations for fiscal year 2023 compared to fiscal year 2022.

A reporting unit is an operating segment of a business or one level below an operating segment. At December 31, 2022, we had five reporting units. We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment.

A reporting unit is an operating segment of a business or one level below an operating segment. At December 31, 2023, we had five reporting units. We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment.

For example, for a business acquired on July 1, 2021, revenue for the period January 1, 2022 through June 30, 2022 would be reported as revenue from acquired businesses whereas revenue for the periods from July 1 through December 31 of both years would be reported as same-unit revenue.

For example, for a business acquired on July 1, 2022, revenue for the period January 1, 2023 through June 30, 2023 would be reported as revenue from acquired businesses whereas revenue for the periods from July 1 through December 31 of both years would be reported as same-unit revenue.

Cash Provided by Operating Activities 2022 compared to 2021 - Cash provided by operating activities was $126.1 million during 2022, contributed to net income of $105.4 million and certain non-cash items, such as depreciation and amortization expense of $32.9 million, share-based compensation expense of $14.7 million, deferred income tax of $13.9 million, bad debt expense of $1.2 million, adjustment to the fair value of contingent purchase consideration of $2.4 million, as well as $42.0 million of cash generated from working capital management.

Cash provided by operating activities was $126.1 million during 2022, consisting of net income of $105.4 million and certain non-cash items, such as depreciation and amortization expense of $32.9 million, share-based compensation expense of $14.7 million, deferred income tax of $13.9 million, bad debt expense of $1.2 million, adjustment to the fair value of contingent purchase consideration of $2.4 million, as well as $42.0 million of cash generated from working capital management.

We believe that repurchasing shares of our common stock is a prudent use of our financial resources, and that investing in our stock is an attractive use of capital and an efficient means to provide value to our shareholders.

On February 7, 2023, the CBIZ Board of Directors authorized the purchase of up to 5.0 million shares of our common stock under our Share Repurchase Program (the “Share Repurchase Program”), which may be suspended or discontinued at any time and expires on March 31, 2024.

On February 7, 2024, the CBIZ Board of Directors authorized the purchase of up to 5.0 million shares of our common stock under our Share Repurchase Program (the “Share Repurchase Program”), which may be suspended or discontinued at 21 any time and expires on March 31, 2025.

Other (Expense) Income, net - The majority of “Other (expense) income, net” consists of net gains and losses associated with the value of the non-qualified deferred compensation plan as discussed above, net adjustments to the fair value of our contingent purchase price liability related to prior acquisitions, as well as gains or losses related to the sale of assets.

Other Income (Expense), net - The majority of “Other income (expense), net” consists of net gains and losses associated with the value of the non-qualified deferred compensation plan as discussed above, net adjustments to the fair value of our contingent purchase price liability related to prior acquisitions, as well as gains or losses related 24 Table of Contents to the sale of assets.

For further discussion regarding the 2022 credit facility, refer to Note 9, Debt and Financing Arrangements, to the accompanying consolidated financial statements. Use of Capital - Our first priority for the use of capital is to make strategic acquisitions. We completed two business acquisitions in 2022.

Other expense of $19.2 million in 2022 included a $19.6 million net loss related to the deferred compensation plan and $2.4 million net increase to the fair value of the contingent purchase price liability, partially offset by a $2.4 million gain related to the sale of a book of business as well as $0.4 million other miscellaneous income.

Other expense of $19.2 million in 2022 consisted of a net loss of $19.6 million related to the deferred compensation plan and $2.4 million expense due to the net increase to the fair value of the contingent purchase price liability, offset by a $2.4 million gain related to the sale of a book of business as well as $0.4 million other miscellaneous income.

Letters of credit totaled $5.0 million and $3.4 million at December 31, 2022 and 2021. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.3 million at December 31, 2022 and 2021.

Letters of credit totaled $3.5 million and $5.0 million at December 31, 2023 and 2022, respectively. In addition, we provide license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.3 million at December 31, 2023 and 2022.

Cash flows from 27 Table of Contents operations and available capital resources allow us to make strategic acquisitions, repurchase shares of our common stock when accretive to shareholders, meet working capital needs, and service our debt. Generally, we maintain low levels of cash and apply any available cash to pay down our outstanding debt balance.

Cash flows from operations and available capital resources allow us to make strategic acquisitions, repurchase shares of our common stock when accretive to stockholders, meet working capital needs, and service our debt. Generally, we maintain low levels of cash and apply any available cash to pay down our outstanding debt balance.

The deferred compensation plan has no impact on “Income from continuing operations before income tax expense” or diluted earnings per share from continuing operations.

The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share.

The non-qualified deferred compensation plan decreased G&A expenses by $2.4 million in 2022, and increased G&A expenses by $2.2 million in 2021.

The non-qualified deferred compensation plan increased G&A expenses by $2.3 million in 2023, and decreased G&A expenses by $2.4 million in 2022.

For discussion related to the results of operations and changes in financial conditions for fiscal year 2021 compared to fiscal year 2020 refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2021 as filed SEC on February 25, 2022.

For discussion related to the results of operations and changes in financial conditions for fiscal year 2022 compared to fiscal year 2021 refer to Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 24, 2023.

The weighted average interest rate under the credit facility was 2.67% in 2022 and 1.88% in 2021. The credit facility allows for the allocation of funds for future strategic initiatives, including acquisitions and the repurchase of our common stock, subject to the terms and conditions of the credit facility.

The weighted average interest rate under the credit facility was 5.23% in 2023 and 2.67% in 2022. The credit facility allows for the allocation of funds for future strategic initiatives, including acquisitions and the repurchase of our common stock, subject to the terms and conditions of the credit facility.

Refer to Note 9, Debt and Financing Arrangements, and Note 13, Common Stock, to the accompanying consolidated financial statements for further discussion on our 2022 credit facility and Share Repurchase Program. 2022 - Net cash used in financing activities in 2022 consisted of $129.8 million of share repurchases, $21.2 million of contingent consideration payments for prior acquisitions and $2.1 million paid as deferred financing costs related to the 2022 credit facility, partially offset by a net increase of $15.4 million in client fund obligations, $10.0 million in proceeds from the exercise of stock options and $110.4 million net proceeds from borrowings under our 2022 credit facility. 2021 - Net cash used in financing activities in 2021 consisted of $100.5 million of share repurchases, a net decrease of $8.9 million in client fund obligations, and $14.1 million of contingent consideration payments for prior acquisitions, partially offset by $7.3 million in proceeds from the exercise of stock options and $47.3 million net proceeds from borrowings under our 2018 credit facility.

Refer to Note 9, Debt and Financing 28 Table of Contents Arrangements, and Note 13, Common Stock, to the accompanying consolidated financial statements for further discussion on our 2022 credit facility and Share Repurchase Program. 2023 - Net cash used in financing activities in 2023 consisted of $73.8 million of share repurchases, $45.2 million of contingent consideration payments for prior acquisitions, and a net decrease of $13.6 million in client fund obligations, partially offset by $8.8 million in proceeds from the exercise of stock options and $46.7 million net proceeds from borrowings under our 2022 credit facility. 2022 - Net cash used in financing activities in 2022 consisted of $129.8 million of share repurchases, $21.2 million of contingent consideration payments for prior acquisitions and $2.1 million paid as deferred financing costs related to the 2022 credit facility, partially offset by a net increase of $15.4 million in client fund obligations, $10.0 million in proceeds from the exercise of stock options and $110.4 million net proceeds from borrowings under our 2022 credit facility.

CAPITAL RESOURCES The following table presents our capital structure (in thousands): December 31, 2022 2021 Bank debt $ 265,700 $ 155,300 Stockholders' equity 713,452 704,548 Total capital $ 979,152 $ 859,848 Credit Facility - Our primary financing arrangement is the $600.0 million unsecured credit facility, by and among CBIZ Operations, Inc., CBIZ, Inc. and Bank of America, N.A., as administrative agent and bank, and other participating banks, which provides us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases, and matures in 2027.

CAPITAL RESOURCES The following table presents our capital structure (in thousands): December 31, 2023 2022 Bank debt $ 312,400 $ 265,700 Stockholders' equity 791,618 713,452 Total capital $ 1,104,018 $ 979,152 Credit Facility - Our primary financing arrangement is the $600.0 million unsecured credit facility, by and among CBIZ Operations, Inc., CBIZ, Inc. and Bank of America, N.A., as administrative agent and bank, and other participating banks, which provides us with the capital necessary to meet our working capital needs as well as the flexibility to continue with our strategic initiatives, including business acquisitions and share repurchases, and matures in 2027.

Excluding the impact of the non-qualified deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $1,205.9 million, or 85.4% of revenue, in 2022 compared to $928.3 million, or 84.0% of revenue, in 2021.

Excluding the impact of the non-qualified deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses would have been $1,350.8 million, or 84.9% of revenue, in 2023 as compared to $1,205.9 million, or 85.4% of revenue, in 2022.

Personnel costs and other operating expenses are discussed in further detail under “Operating Practice Groups.” Corporate General & Administrative Expenses The following table presents our Corporate General & Administrative (“G&A”) expenses for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (Amounts in thousands, except percentages) G&A expenses $ 55,023 $ 56,150 G&A expenses % of revenue 3.9 % 5.1 % G&A expenses excluding deferred compensation $ 57,416 $ 53,982 G&A expenses excluding deferred compensation % of revenue 4.1 % 4.9 % Our G&A expenses decreased by approximately $1.1 million, or 2.0%, in 2022 compared to 2021, and decreased to 3.9% of revenue from 5.1% of revenue for the prior year.

Personnel costs and other operating expenses are discussed in further detail under “Operating Practice Groups.” 23 Table of Contents Corporate General & Administrative Expenses The following table presents our Corporate General & Administrative (“G&A”) expenses for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 (Amounts in thousands, except percentages) G&A expenses $ 57,965 $ 55,023 G&A expenses % of revenue 3.6 % 3.9 % G&A expenses excluding deferred compensation $ 55,669 $ 57,416 G&A expenses excluding deferred compensation % of revenue 3.5 % 4.1 % Our G&A expenses increased by approximately $2.9 million, or 5.3%, in 2023 as compared to 2022, and decreased to 3.6% of revenue from 3.9% of revenue for the prior year.

The cost-plus contract is a five-year contract with the most recent renewal through December 31, 2023. Revenues from this single client accounted for approximately 75% of the National Practice group’s revenue. Operating expenses have increased mainly due to an increase in salaries and benefits.

The cost-plus contract is a five-year contract with the most recent renewal through 26 Table of Contents December 31, 2028. Revenues from this single client accounted for approximately 75% of the National Practice group’s revenue. Operating expenses have increased mainly due to increases in salaries and benefits costs.

Days sales outstanding (“DSO”) from continuing operations represent accounts receivable and unbilled revenue (net of realization adjustments) at the end of the period, divided by trailing twelve months' daily revenue. DSO was 74 days as of December 31, 2022 and 71 days as of December 31, 2021.

Days sales outstanding (“DSO”) represent accounts receivable and unbilled revenue (net of realization adjustments) at the end of the period, divided by trailing twelve months' daily revenue. DSO was 78 days as of December 31, 2023 and 74 days as of December 31, 2022.

There are no credit risk-related contingent features in our interest rate swaps nor do the swaps contain provisions under which we would be required to post collateral. As of December 31, 2022, the notional value of all of our interest rate swaps was $115.0 million, with maturity dates ranging from June, 2023 to August, 2027.

There are no credit risk-related contingent features in our interest rate swaps nor do the swaps contain provisions under which we would be required to post collateral. As of December 31, 2023, the notional value of all of our interest rate swaps was $150.0 million, with maturity dates ranging from April, 2025 to October, 2028.

Pursuant to previously authorized share repurchase programs, we repurchased 2.8 million shares of our common stock in the open market at a total cost of approximately $122.8 million in 2022 and 3.0 million shares at a total cost of approximately $96.4 million in 2021.

Pursuant to previously authorized share repurchase programs, we repurchased 1.3 million shares of our common stock in the open market at a total cost of approximately $65.1 million in 2023 and 2.8 million shares at a total cost of approximately $122.8 million in 2022.

Operating expense as a percentage of revenue improved to 84.2% of revenue in 2022 as compared to 85.6% of revenue for the prior year. The non-qualified deferred compensation plan decreased operating expenses by $17.3 million in 2022, but increased operating expense by $17.3 million in 2021.

Operating expense as a percentage of revenue increased to 86.0% of revenue in 2023 as compared to 84.2% of revenue for the prior year. The non-qualified deferred compensation plan increased operating expenses by $17.2 million in 2023, but decreased operating expense by $17.3 million in 2022.

The impact of the acquired businesses, net of divestitures, contributed $189.0 million or 18.7%, of 2022 revenue. We provide a range of services to affiliated CPA firms under ASAs. Fees earned under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income and were $235.4 million and $174.8 million in 2022 and 2021, respectively.

The impact of the acquired businesses, net of divestitures, contributed $73.8 million or 6.4%, of 2023 revenue. We provide a range of services to affiliated CPA firms under ASAs. Fees earned under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income and were $259.6 million and $235.4 million in 2023 and 2022, respectively.

Refer to Note 1, Basis of Presentation and Significant Accounting Policies, and Note 18, Business Combinations, to the accompanying consolidated financial statements for further discussion on our acquisitions and a further description of funds held for clients and client fund obligations. 2022 - Net cash used in investing activities in 2022 consisted of $79.1 million related to business acquisitions, $8.6 million in capital expenditures, $7.4 million net purchase of client funds, $7.0 million payments of working capital adjustments related to previously completed acquisitions, offset by $3.0 million proceeds received from the sale of a small book of business in the Benefit and Insurance practice group. 28 Table of Contents 2021 - Net cash used in investing activities in 2021 consisted primarily of $66.7 million related to business acquisitions, $12.1 million net purchase of client funds, and $9.0 million in capital expenditures, offset by $9.7 million proceeds from the sale of one book of business in the Benefit and Insurance practice group.

Refer to Note 1, Basis of Presentation and Significant Accounting Policies, and Note 18, Business Combinations, to the accompanying consolidated financial statements for further discussion on our acquisitions and a further description of funds held for clients and client fund obligations. 2023 - Net cash used in investing activities in 2023 consisted primarily of $53.1 million cash paid for business acquisitions, $23.1 million in capital expenditures, and $10.3 million payments of working capital adjustments related to previously completed acquisitions, partially offset by $4.3 million net proceeds received from the sale of client funds investments, and $3.0 million proceeds received from the sale of certain assets. 2022 - Net cash used in investing activities in 2022 consisted of $79.1 million related to business acquisitions, $8.6 million in capital expenditures, $7.4 million net purchase of client funds, and $7.0 million payments of working capital adjustments related to previously completed acquisitions, offset by $3.0 million proceeds received from the sale of a book of business in the Benefit and Insurance practice group.

The increase in operating costs was driven by $224.9 million higher personnel cost (of which acquisitions contributed approximately $139.5 million), $12.2 million higher travel and entertainment costs, $12.1 million higher facility costs, $9.3 million higher computer and technology related costs, $5.6 million higher depreciation and amortization expense, $4.9 million higher professional fees, as well as $2.0 million higher marketing expense.

The increase in operating costs was driven by $121.6 million higher personnel cost (of which acquisitions contributed approximately $50.3 million), $9.0 million higher travel and entertainment costs, $3.4 million higher facility costs, $4.9 million higher computer and technology related costs, $3.4 million higher depreciation and amortization expense, as well as $1.7 million higher marketing expense.

Income Tax Expense The following table presents our income tax expense for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (Amounts in thousands, except percentages) Income tax expense $ 36,121 $ 22,129 Effective tax rate 25.5 % 23.8 % The increase in income tax expense from 2021 to 2022 was primarily driven by higher pre-tax income.

Income Tax Expense The following table presents our income tax expense for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 (Amounts in thousands, except percentages) Income tax expense $ 45,335 $ 36,121 Effective tax rate 27.3 % 25.5 % The increase in income tax expense from 2022 to 2023 was primarily driven by higher pre-tax income.

Operating expenses increased by $18.7 million in 2022 as compared to 2021, primarily driven by $16.1 million, or 7.7%, higher personnel costs, such as the timing and amount of annual merit increases, bonus accruals, and investment in new sales producers.

Operating expenses increased by $20.1 million in 2023 as compared to 2022, primarily driven by $16.5 million, or 7.3%, higher personnel costs, attributable primarily to the amount of annual merit increases, bonus accruals, and investment in new sales producers.

Other discretionary spending increased by approximately $6.5 million to support the growth in business activities.

Other discretionary spending increased by approximately $0.9 million to support the growth in business activities.

The increase was across all service lines, particularly driven by $10.4 million increase in employee benefit and retirement benefit services lines, $10.1 million increase in property and casualty services, $2.8 million in payroll related services, as well as $4.5 million increase in other project-based services.

The increase was across all service lines, particularly driven by an $11.1 million increase in employee benefit and retirement benefit services lines, $6.6 million increase in property and casualty services, $4.4 million in payroll related services, as well as a $1.1 million increase in other project-based services.

LIQUIDITY AND CAPITAL RESOURCES The following table is derived from our Consolidated Statements of Cash Flows (in thousands): Year Ended December 31, 2022 2021 Net cash provided by operating activities $ 126,132 $ 131,154 Net cash used in investing activities (99,118) (82,010) Net cash used in financing activities (17,343) (69,005) We generate strong cash flows from operations and have access to a $600.0 million credit facility, which enables us to fund investments and operating projects that are designed to optimize shareholder return.

LIQUIDITY AND CAPITAL RESOURCES The following table is derived from our Consolidated Statements of Cash Flows (in thousands): Year Ended December 31, 2023 2022 Net cash provided by operating activities $ 153,507 $ 126,132 Net cash used in investing activities (79,393) (99,118) Net cash used in financing activities (77,111) (17,343) 27 Table of Contents We generate strong cash flows from operations and have access to a $600.0 million credit facility, which enables us to fund investments and operating projects that are designed to optimize stockholder return.

The increase was driven by $4.2 million higher interest expense due to higher average debt balance as well as higher weighted average effective interest rate experienced in 2022 as compared to 2021, offset by $0.1 million decrease in other miscellaneous expenses.

The increase was driven by $12.1 million higher interest expense due to higher average debt balance as well as higher weighted average effective interest rate experienced in 2023 as compared to 2022, and $0.3 million higher other miscellaneous expenses.

Revenue The following table summarizes total revenue for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 Percent 2021 Percent (Amounts in thousands, except percentages) Financial Services $ 1,010,068 71.5 % $ 734,026 66.4 % Benefits and Insurance Services 358,007 25.4 % 332,323 30.1 % National Practices 43,904 3.1 % 38,576 3.5 % Total CBIZ revenue $ 1,411,979 100.0 % $ 1,104,925 100.0 % A detailed discussion of same-unit revenue by practice group is included under “Operating Practice Groups.” 21 Table of Contents Non-qualified Deferred Compensation Plan - We sponsor a non-qualified deferred compensation plan ("NQDCP"), under which a CBIZ employee’s compensation deferral is held in a rabbi trust and invested accordingly as directed by the employee.

Revenue The following table summarizes total revenue for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 Percent 2022 Percent (Amounts in thousands, except percentages) Financial Services $ 1,160,686 72.9 % $ 1,010,068 71.5 % Benefits and Insurance Services 382,605 24.1 % 358,007 25.4 % National Practices 47,903 3.0 % 43,904 3.1 % Total CBIZ revenue $ 1,591,194 100.0 % $ 1,411,979 100.0 % A detailed discussion of same-unit revenue by practice group is included under “Operating Practice Groups.” Non-qualified Deferred Compensation Plan - We sponsor a non-qualified deferred compensation plan ("NQDCP"), under which a CBIZ employee’s compensation deferral is held in a rabbi trust and invested accordingly as directed by the employee.

Other (Expense) Income, net The following table presents our Other (expense) income, net for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (Amounts in thousands) Interest expense $ (8,039) $ (3,868) Gain on sale of operations, net 413 5,995 Other (expense) income, net (1) (19,225) 18,241 Total other (expense) income, net $ (26,851) $ 20,368 (1) Other (expense) income, net includes a net loss of $19.6 million in 2022 and a net gain of $19.5 million in 2021, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes.

Other Income (Expense), net The following table presents the components of Other income (expense), net for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 (Amounts in thousands) Interest expense $ (20,131) $ (8,039) Gain on sale of operations, net 176 413 Other income (expense), net (1) 21,019 (19,243) Total other income (expense), net $ 1,064 $ (26,869) (1) Other income (expense), net includes a net gain of $19.5 million in 2023 and a net loss of $19.6 million in 2022, associated with the value of investments held in a rabbi trust related to the deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes.

Earnings per diluted share from continuing operations were $2.01 in 2022, compared to $1.32 in 2021, with a fully diluted weighted average share count of 52.4 million shares in 2022, compared to 53.7 million shares in 2021. Strategic Use of Capital - Our first priority for the use of capital is to make strategic acquisitions.

Earnings per diluted share were $2.39 in 2023, compared to $2.01 in 2022, with a fully diluted weighted average share count of 50.6 million shares in 2023, compared to 52.4 million shares in 2022. Strategic Use of Capital - Our first priority for the use of capital is to make strategic acquisitions.

The deferred compensation plan has no impact on “Income from continuing operations before income tax expense” or diluted earnings per share from continuing operations. 23 Table of Contents Interest Expense - Our primary financing arrangement is the 2022 credit facility. Interest expense was $8.0 million in 2022, compared to $3.9 million in 2021.

The deferred compensation plan has no impact on “Income before income tax expense” or diluted earnings per share. Interest Expense - Our primary financing arrangement is the 2022 credit facility. Interest expense was $20.1 million in 2023, compared to $8.0 million in 2022.

Excluding the impact of the non-qualified deferred compensation plan, total other income, net would have been an expense of $10.3 million in 2022 and an expense of $6.2 million in 2021, a net increase in expense of approximately $4.1 million.

Excluding the impact of the non-qualified deferred compensation plan, total other expense, net would have been $22.7 million in 2023 and $10.3 million in 2022, a net increase in expense of approximately $12.4 million.

Excluding the impact of the deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, G&A expenses would have been $57.4 million, or 4.1% of revenue, in 2022 compared to $54.0 million, or 4.9% of revenue, in 2021.

Excluding the impact of the deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, G&A expenses would have been $55.7 million, or 3.5% of revenue, in 2023 as compared to $57.4 million, or 4.1% of revenue, in 2022, a decrease of $1.7 million in 2023 as compared to prior year.

These expenses primarily consist of certain health care costs, gains or losses attributable to assets held in our non- 26 Table of Contents qualified deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses.

Corporate and Other Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses primarily consist of certain health care costs, gains or losses attributable to assets held in our non-qualified deferred compensation plan, stock-based compensation, consolidation and integration charges, certain professional fees, certain advertising costs and other various expenses.

Same-unit revenue grew by $87.1 million, or 11.9%, across all service lines, driven by a $50.4 million increase from those units that provide traditional accounting and tax-related services, a $20.7 million increase in government healthcare compliance business, as well as a $16.0 million increase from those units that provide project-oriented advisory services.

Same-unit revenue grew by $76.8 million, or 7.6%, across all service lines, primarily driven by a $52.6 million increase from those units that provide traditional accounting and tax-related services, a $16.1 million increase from those units that provide project-oriented advisory services, and an $8.1 million increase in government healthcare compliance business.

A significant portion of our assets in the accompanying Consolidated Balance Sheets is goodwill. At December 31, 2022, the carrying value of goodwill totaled $819.9 million, compared to total assets of $1.9 billion and total shareholders’ equity of $713.5 million. Intangible assets consist of identifiable intangibles other than goodwill.

A significant portion of our assets in the accompanying Consolidated Balance Sheets is goodwill. At December 31, 2023, the carrying value of goodwill totaled $865.2 million, compared to total assets of $2.0 billion and total stockholders’ equity of $791.6 million. Intangible assets consist of identifiable intangibles other than goodwill.

RESULTS OF OPERATIONS - CONTINUING OPERATIONS We provide professional business services that help clients manage their finances and employees. We deliver our integrated services through the following three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A description of these groups’ operating results and factors affecting their businesses is provided below.

Operating Practice Groups We deliver our integrated services through three practice groups: Financial Services, Benefits and Insurance Services and National Practices. A description of these groups’ operating results and factors affecting their businesses is provided below.

At December 31, 2022, we had $265.7 million outstanding under the credit facility, as well as letters of credit and license bonds totaling $7.3 million. Available funds under the credit facility, based on the terms of the commitment, were approximately $319.9 million at December 31, 2022.

At December 31, 2023, we had $312.4 million outstanding under the credit facility, as well as letters of credit and license bonds totaling $5.8 million. Available funds under the credit facility, based on the terms of the commitment, were approximately $272.0 million at December 31, 2023.

National Practices Year Ended December 31, 2022 2021 (Amounts in thousands, except percentages) Revenue Same-unit $ 43,904 $ 38,576 Operating expenses 39,201 34,494 Gross margin / Operating income $ 4,703 $ 4,082 Total other income, net $ 10 $ 3 Income from continuing operations before income tax expenses $ 4,713 $ 4,085 Gross margin percentage 10.7 % 10.6 % Revenue growth in this practice group was primarily driven by our cost-plus contract with a single client, which has existed since 1999.

National Practices Year Ended December 31, 2023 2022 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 47,903 $ 43,904 $ 3,999 9.1 % Operating expenses 43,060 39,201 3,859 9.8 % Gross margin / Operating income $ 4,843 $ 4,703 $ 140 3.0 % Total other income, net $ 1 $ 10 $ (9) (90.0) % Income before income tax expenses $ 4,844 $ 4,713 $ 131 2.8 % Gross margin percentage 10.1 % 10.7 % Revenue growth in this practice group was primarily driven by our cost-plus contract with a single client, which has existed since 1999.

Total other (expense) income, net increased by $43.2 million to $29.9 million of expense from a net income of $13.3 million in 2021. Total other (expense) income, net includes a net loss of $19.6 million and a net gain of $19.5 million associated with the non-qualified deferred compensation plan in 2022 and 2021, respectively.

Total other expense, net includes a net gain of $19.5 million and a net loss of $19.6 million associated with the non-qualified deferred compensation plan in 2023 and 2022, respectively.

The non-qualified deferred compensation plan increased corporate general and administrative expenses by $2.4 million in 2022, but decreased corporate general and administrative expenses by $2.2 million in 2021.

The non-qualified deferred compensation plan increased G&A expenses by $2.3 million in 2023, but decreased G&A expenses by $2.4 million in 2022.

A detailed discussion of revenue by practice group is included under “Operating Practice Groups.” Income from continuing operations in 2022 increased $34.5 million, or 48.7%, to $105.4 million from $70.9 million in 2021. Refer to “Results of Operations - Continuing Operations” for a detailed discussion of the components of income from continuing operations.

A detailed discussion of revenue by practice group is included under “Operating Practice Groups.” Net income in 2023 increased $15.6 million, or 14.8%, to $121.0 million from $105.4 million in 2022. Refer to “Results of Operations” for a detailed discussion of the components of net income.

Cash provided by operating activities was $131.2 million during 2021, primarily contributed to net income of $70.9 million and certain non-cash items, such as depreciation and amortization expense of $27.1 million, share-based compensation expense of $11.4 million, deferred income tax of $9.2 million, bad debt expense of $3.1 million, adjustment to the fair value of contingent purchase consideration of $2.4 million, as well as $13.3 million of cash generated from working capital management.

Cash Provided by Operating Activities 2023 compared to 2022 - Cash provided by operating activities was $153.5 million during 2023, consisting of net income of $121.0 million and certain non-cash items, such as depreciation and amortization expense of $36.3 million, share-based compensation expense of $12.3 million, deferred income tax of $11.3 million, bad debt expense of $1.6 million, and adjustment to the fair value of contingent purchase consideration of $2.7 million, offset by $29.0 million use of cash from working capital management.

OBLIGATIONS AND COMMITMENTS Off-Balance Sheet Arrangements - We maintain ASAs with independent CPA firms (as described more fully under “Business - Financial Services” and in Note 1, Basis of Presentation and Significant Accounting Policies, to the accompanying consolidated financial statements), which qualify as variable interest entities.

We believe that cash provided by operations, as well as available funds under the 2022 credit facility will be sufficient to meet cash requirements for the next 12 months and beyond. 29 Table of Contents OBLIGATIONS AND COMMITMENTS Off-Balance Sheet Arrangements - We maintain ASAs with independent CPA firms (as described more fully under “Business - Financial Services” and in Note 1, Basis of Presentation and Significant Accounting Policies, to the accompanying consolidated financial statements), which qualify as variable interest entities.

Same-unit revenue increased by $27.4 million, or 8.3% in 2022 when compared to the same period in 2021.

Same-unit revenue increased by $23.2 million, or 6.5%, in 2023 when compared to the same period in 2022.

Income and expenses related to the deferred compensation plan for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (Amounts in thousands) Operating (income) expenses $ (17,252) $ 17,317 Corporate general and administrative (income) expenses $ (2,393) $ 2,168 Other (expense) income, net $ (19,645) $ 19,485 Excluding the impact of the above-mentioned income and expenses related to the deferred compensation plan, the operating results for the years ended December 31, 2022 and 2021: Year Ended December 31, Year Ended December 31, 2022 2021 (Amounts in thousands, except percentages) As Reported NQDCP Adjusted % of Revenue As Reported NQDCP Adjusted % of Revenue Gross margin $ 223,367 $ (17,252) $ 206,115 14.6 % $ 159,290 $ 17,317 $ 176,607 16.0 % Operating income 168,344 (19,645) 148,699 10.5 % 72,672 19,485 92,157 8.3 % Other (expense) income, net (19,225) 19,645 420 — % 18,241 (19,485) (1,244) (0.1) % Income from continuing operations before income tax expense 141,493 — 141,493 10.0 % 93,040 — 93,040 8.4 % Operating Expenses The following table presents our operating expenses for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (Amounts in thousands, except percentages) Operating expenses $ 1,188,612 $ 945,635 Operating expenses % of revenue 84.2 % 85.6 % Operating expenses excluding deferred compensation $ 1,205,864 $ 928,318 Operating expenses excluding deferred compensation % of revenue 85.4 % 84.0 % Our operating expenses increased by $243.0 million.

Income and expenses related to the deferred compensation plan for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 (Amounts in thousands) Operating expenses (income) $ 17,192 $ (17,252) Corporate general and administrative expenses (income) $ 2,296 $ (2,393) Other income (expense), net $ 19,488 $ (19,645) 22 Table of Contents Excluding the impact of the above-mentioned income and expenses related to the deferred compensation plan, the operating results for the years ended December 31, 2023 and 2022: Year Ended December 31, Year Ended December 31, 2023 2022 (Amounts in thousands, except percentages) As Reported NQDCP Adjusted % of Revenue As Reported NQDCP Adjusted % of Revenue Gross margin $ 223,204 $ 17,192 $ 240,396 15.1 % $ 223,367 $ (17,252) $ 206,115 14.6 % Operating income 165,239 19,488 184,727 11.6 % 168,344 (19,645) 148,699 10.5 % Other income (expense), net 21,019 (19,488) 1,531 0.1 % (19,243) 19,645 402 — % Income before income tax expense 166,303 — 166,303 10.5 % 141,475 — 141,475 10.0 % Operating Expenses The following table presents our operating expenses for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 (Amounts in thousands, except percentages) Operating expenses $ 1,367,990 $ 1,188,612 Operating expenses % of revenue 86.0 % 84.2 % Operating expenses excluding deferred compensation $ 1,350,798 $ 1,205,864 Operating expenses excluding deferred compensation % of revenue 84.9 % 85.4 % Our operating expenses increased by $179.4 million.

Excluding the impact of the non-qualified deferred compensation plan, corporate general and administrative expenses increased by $3.4 million in 2022 as compared to the prior year, attributable to $3.0 million higher personnel costs, a $1.3 million non-recurring transaction and integration costs related to the Marks Paneth acquisition, $0.8 million higher travel and entertainment costs, $0.5 million higher marketing expense, offset by $2.2 million lower legal costs as compared to 2021.

Excluding the impact of the non-qualified deferred compensation plan, G&A expenses decreased by $1.7 million in 2023 as compared to the prior year, attributable to $2.4 million lower personnel costs, offset by $0.7 million higher legal and other professional related costs as compared to 2022.

Gain on Sale of Operations, net - During the twelve months ended December 31, 2022, we recorded approximately $0.4 million additional gain related to a previously sold business as additional contingent proceeds were received. During the same period in 2021, we sold a small book of business and a business unit in the Benefit and Insurance practice group during 2021.

During the same period in 2022, we recorded approximately $0.4 million additional gain related to a previously sold business as additional contingent proceeds were received.

The non-qualified deferred compensation plan decreased operating expenses by $17.3 million in 2022, and increased operating expenses by $17.3 million in 2021. Excluding the non-qualified deferred compensation expenses, operating expense increased by approximately $12.3 million, driven by $10.4 million higher personnel costs due to increased healthcare costs and the headcount impact from the Marks Paneth acquisition.

The non-qualified deferred compensation plan increased operating expenses by $17.2 million in 2023, but decreased operating expenses by $17.3 million in 2022. Excluding the non-qualified deferred compensation expenses, operating expense decreased by approximately $4.1 million, primarily driven by $1.6 million lower personnel costs and $8.3 million higher allocation costs to other operating units.

EXECUTIVE SUMMARY Financial Year in Review - Revenue of $1,412.0 million in 2022 grew $307.1 million, or 27.8%, from revenue of $1,104.9 million in 2021. Same-unit revenue increased by $119.9 million, or 10.9%, while acquisitions, net of divestitures, contributed $187.2 million to revenue, or 16.9%.

EXECUTIVE SUMMARY Financial Year in Review - Revenue of $1,591.2 million in 2023 grew $179.2 million, or 12.7%, from revenue of $1,412.0 million in 2022. Same-unit revenue, as defined below in the "Results of Operations" section, increased by $104.0 million, or 7.4%, while acquisitions, net of divestitures, contributed $75.2 million to revenue, or 5.3%.

Financial Services Year Ended December 31, 2022 2021 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 821,109 $ 734,026 $ 87,083 11.9 % Acquired businesses 188,959 — 188,959 Total revenue 1,010,068 734,026 276,042 37.6 % Operating expenses 850,038 608,238 241,800 39.8 % Gross margin / Operating income $ 160,030 $ 125,788 $ 34,242 27.2 % Total other income (expense), net 682 (26) $ 708 N/M Income from continuing operations before income tax expense $ 160,712 $ 125,762 $ 34,950 27.8 % Gross margin percentage 15.8 % 17.1 % The Financial Services practice group revenue in 2022 grew by 37.6% to $1,010.1 million from $734.0 million in 2021.

Financial Services Year Ended December 31, 2023 2022 $ Change % Change (Amounts in thousands, except percentages) Revenue Same-unit $ 1,086,894 $ 1,010,068 $ 76,826 7.6 % Acquired businesses 73,792 — 73,792 Total revenue 1,160,686 1,010,068 150,618 14.9 % Operating expenses 975,076 850,038 125,038 14.7 % Gross margin / Operating income $ 185,610 $ 160,030 $ 25,580 16.0 % Total other income (expense), net $ 2,218 $ 682 $ 1,536 N/M Income before income tax expense $ 187,828 $ 160,712 $ 27,116 16.9 % Gross margin percentage 16.0 % 15.8 % The Financial Services practice group revenue in 2023 grew by 14.9% to $1,160.7 million from $1,010.1 million in 2022.

We repurchased 2.8 million shares of our common stock in the open market at a total cost of approximately $122.8 million in 2022 and 3.0 million shares at a total cost of approximately $96.4 million in 2021.

We repurchased 1.3 million shares of our common stock in the open market at a total cost of approximately $65.1 million in 2023 and 2.8 million shares at a total cost of approximately $122.8 million in 2022. Refer to Note 13, Common Stock, to the accompanying consolidated financial statements for further discussion on the Share Repurchase Program.

The majority of our operating expenses relate to personnel costs, which includes (i) salaries and benefits, (ii) commissions paid to producers (iii) incentive compensation and (iv) share-based compensation.

The majority of our operating expenses relate to personnel costs, which includes (i) salaries and benefits, (ii) commissions paid to producers, (iii) incentive compensation and (iv) share-based compensation. Excluding the impact of non-qualified deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, operating expenses increased by approximately $144.9 million in 2023 as compared to 2022.

Operating expenses increased by $241.8 million in 2022 as compared to 2021, primarily as a result of $183.1 million, or 35.6%, in higher personnel costs, of which acquisitions contributed approximately $139.5 million to the increase.

Operating expenses increased by $125.0 million in 2023 as compared to 2022, primarily as a result of $102.2 million, or 14.6%, in higher personnel costs, of which acquisitions contributed approximately $49.5 million to the increase primarily driven by the Somerset acquisition in 2023 and the wrap around effect of the Stinnett acquisition 25 Table of Contents in 2022.

Other income of $18.2 million in 2021 consisted of a net gain of $19.5 million related to the deferred compensation plan, partially offset by $2.4 million net increase to the fair value of the contingent purchase price liability due to $3.1 million net present value adjustment and $0.6 million stock price adjustment.

Other income of $21.0 million in 2023 included a $19.5 million net gain related to the deferred compensation plan, $2.8 million gain related to the sale of certain assets, $0.7 million interest income from non-operating investments, as well as $0.7 miscellaneous income, offset by $2.7 million expense due to the net increase to the fair value of the contingent purchase price liability.

Compared to 2021, travel and entertainment costs, computer and technology related costs, marketing and recruiting related costs, as well as direct costs increased by approximately $2.0 million, $0.9 million, $0.8 million, and $0.6 million respectively. In addition, other discretionary operating costs increased by approximately $1.1 million to support the business growth.

Compared to the same period in 2022, corporate allocated costs, travel and entertainment costs, depreciation and amortization costs, technology costs, direct costs, facility costs, and marketing costs increased by $6.2 million, $5.6 million, $3.4 million, $3.1 million, $2.3 million, $1.8 million, and $1.0 million, respectively, to support business growth. In addition, bad debt expense increased by $0.6 million.

Same-unit revenue represents total revenue adjusted to reflect comparable periods of activity for acquisitions and divestitures.

A description of these groups’ operating results and factors affecting their businesses is provided below. Same-unit revenue, also known internally as "Organic revenue", represents total revenue adjusted to reflect comparable periods of activity for acquisitions and divestitures.

Year Ended December 31, 2022 2021 $ Change % Change (Amounts in thousands, except percentages) Operating expenses $ 8,986 $ 31,253 $ (22,267) (71.2) % Corporate general and administrative expenses 55,023 56,150 $ (1,127) (2.0) % Legal settlement, net — 30,468 $ (30,468) N/M Operating loss $ (64,009) $ (117,871) $ 53,862 (45.7) % Total other (expense) income, net (29,929) 13,280 $ (43,209) N/M Loss from continuing operations before income taxes $ (93,938) $ (104,591) $ 10,653 (10.2) % Total operating expenses decreased by $22.3 million, or 71.2% in 2022 as compared to 2021.

Year Ended December 31, 2023 2022 $ Change % Change (Amounts in thousands, except percentages) Operating expenses $ 39,344 $ 8,986 $ 30,358 N/M Corporate general and administrative expenses 57,965 55,023 $ 2,942 5.3 % Operating loss $ (97,309) $ (64,009) $ (33,300) 52.0 % Total other expense, net (3,213) (29,947) $ 26,734 N/M Loss before income taxes $ (100,522) $ (93,956) $ (6,566) 7.0 % Total operating expenses increased by $30.4 million in 2023 as compared to 2022.

Refer to Note 13, Common Stock, to the accompanying consolidated financial statements for further discussion on the Share Repurchase Program. 29 Table of Contents Cash Requirements for 2023 - Cash requirements for 2023 will include acquisitions, interest payments on debt, seasonal working capital requirements, contingent earnout payments for previous acquisitions, share repurchases and capital expenditures.

Cash Requirements - Cash requirements for 2024 and beyond will generally include acquisitions, interest payments on debt, seasonal working capital requirements, contingent earnout payments for previous acquisitions, share repurchases, income tax payments, and capital expenditures.

Our average debt balance and weighted average interest rate was $267.0 million and 2.67%, respectively, in 2022, compared to $161.0 million and 1.88%, respectively, in 2021. Our debt is further discussed in Note 9, Debt and Financing Arrangements, to the accompanying consolidated financial statements.

Our average debt balance and weighted average interest rate was $364.1 million and 5.23%, respectively, in 2023, as compared to $267.0 million and 2.67%, respectively, in 2022. The increase in interest expense in 2023 as compared to 2022 was driven by a higher average debt balance as well as higher weighted average effective interest rate.

The increase in the effective tax rate from 2021 to 2022 was primarily due to a higher state effective tax rate and higher non-deductible expenses in 2022 compared to 2021.

The increase in the effective tax rate from 2022 to 2023 was primarily due to higher non-deductible expense in 2023 compared to 2022. In addition, the effect of higher pre-tax income on our tax benefit related to stock-based compensation also contributed to the increase in the effective tax rate.

In addition, other operating costs, such as facility cost and marketing cost, increased by approximately $1.9 million to support business growth. Total corporate general and administrative expenses decreased by $1.1 million, or 2.0% in 2022, as compared to 2021.

The decrease in operating costs was offset by $2.2 million higher facility costs, $1.3 million higher technology costs, $1.0 million higher depreciation costs, $0.5 million higher professional fees, as well as $0.8 million higher other miscellaneous discretionary costs to support business growth. Total G&A expenses increased by $2.9 million, or 5.3%, in 2023, as compared to 2022.

Divested operations represent operations that did not meet the criteria for treatment as discontinued operations. Those businesses that have met the requirements to be treated as a discontinued operation are eliminated from continuing operations for all periods presented below.

Divested operations represent operations that did not meet the criteria for treatment as discontinued operations.

We completed the following two acquisitions in 2022: ◦ Effective January 1, 2022, we acquired all of the non-attest assets of Marks Paneth LLP ("Marks Paneth"). Marks Paneth, based in New York City, is a provider of a full range of accounting, tax and consulting services to a wide range of industries.

Operating results for Danenhauer and Danenhauer are reported in the Financial Services practice group. • Effective February 1, 2023, we acquired the non-attest assets of Somerset CPAs and Advisors ("Somerset"). Somerset, based in Indianapolis, Indiana, is a provider of a full range of accounting, tax, and financial advisory services to clients in a wide array of industries.

Excluding the impact of non-qualified deferred compensation plan, which was recorded in "Corporate and Other" for segment reporting purposes, operating expense increased by approximately $277.5 million in 2022 as compared to 2021. 22 Table of Contents Operating expense for the year ended December 31, 2022 included approximately $9.2 million non-recurring integration and retention costs related to the Marks Paneth acquisition.

Operating expenses for the year ended December 31, 2023 included approximately $1.9 million non-recurring integration and retention costs related to the Somerset acquisition, and operating expenses for the year ended December 31, 2022 included approximately $8.6 million non-recurring integration and retention costs related to the acquisition of the non-attest assets of Marks Paneth LLP ("Marks Paneth").

Compared to the same period in 2021, facility costs, depreciation and amortization expenses, computer and technology related costs, professional services, recruiting, as well as marketing costs increased by $12.6 million, $6.7 million, $6.3 million, $4.9 million, $2.4 million, and $1.1 million, respectively, primarily due to the Marks Paneth acquisition.

Compared to 2022, corporate allocated costs, travel and entertainment costs, technology costs, marketing costs, and direct costs increased by $2.2 million, $1.3 million, $0.5 million, $0.4 million, and $0.3 million, respectively. The increase in operating costs was offset by $1.0 million lower depreciation and amortization costs, $0.6 million lower facility costs, and $0.2 million lower bad debt expense.

Excluding the impact of the non-qualified deferred compensation plan, which was recorded in "Corporate and Other" for segment purposes, G&A expense increased by $3.4 million in 2022 as compared to prior year, attributable to $3.0 million higher personnel costs, a $1.3 million non-recurring transaction and integration costs related to the Marks Paneth acquisition, $0.8 million higher travel and entertainment costs, $0.5 million higher marketing expense, offset by $2.2 million lower legal costs as compared to 2021.

G&A expenses for the year ended December 31, 2022 included a $1.3 million non-recurring transaction and integration costs related to the Marks Paneth acquisition. Total other expense, net decreased by $26.7 million to $3.2 million from $29.9 million in 2022.

Removed

Marks Paneth is included as a component of our Financial Services practice group. Mayer Hoffman, with whom we maintain an ASA, acquired the attest assets from Marks Paneth in a separate transaction. Operating results are reported in the Financial Services practice group. ◦ Effective July 1, 2022, we acquired substantially all the assets of Stinnett & Associates, LLC ("Stinnett").

Added

We completed the following five acquisitions in 2023: • Effective January 1, 2023, we acquired all of the assets of Danenhauer and Danenhauer, Inc.("Danenhauer and Danenhauer"). Danenhauer and Danenhauer, based in California, is a provider of forensic accounting, business valuation, expert witness testimony, and other services for businesses and individuals.

… 32 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+2 added−2 removed3 unchanged

2022 filing

2023 filing

Biggest changeIf market rates were to increase or decrease 100 basis points from the levels at December 31, 2022, interest expense would increase or decrease approximately $1.5 million annually. In connection with our payroll business, funds held for clients are segregated and invested in short-term investments, such as corporate and municipal bonds.

Biggest changeIn connection with our payroll business, funds held for clients are segregated and invested in short-term investments, such as corporate and municipal bonds. In accordance with our investment policy, all investments carry an investment grade rating at the time of the initial investment.

Refer to Notes 6, Financial Instruments, and Note 7, Fair Value Measurements, to the accompanying consolidated financial statements for further discussion regarding these investments and the related fair value assessments.

In accordance with our investment policy, all investments carry an investment grade rating at the time of the initial investment. At each respective balance sheet date, these investments are adjusted to fair value with fair value adjustments being recorded to other comprehensive income or loss for the respective period.

At each respective balance sheet date, these investments are adjusted to fair value with fair value adjustments being recorded to other comprehensive income or loss for the respective period.

A change in the Federal Funds Rate, or the reference rate set by Bank of America, N.A., would affect the rate at which we could borrow funds under the 2022 credit facility. Our balance outstanding under the 2022 credit facility at December 31, 2022 was $265.7 million, of which $150.7 million is subject to rate risk.

Interest rate risk results when the maturity or repricing intervals of interest-earning assets and interest-bearing liabilities are different. A change in the Federal Funds Rate, or the reference rate set by Bank of America, N.A., would affect the rate at which we could borrow funds under the 2022 credit facility.

Removed

The notional value, fixed rate of interest and expiration date of each interest rate swap is (i) $15.0 million – 2.571% – June, 2023, (ii) $50.0 million – 0.834% – April, 2025, (iii) $30.0 million – 1.186% – December, 2026, and (iv) $20.0 million – 2.450% – August, 2027.

Added

As of December 31, 2023 we have the following interest rate swaps outstanding (in thousands): December 31, 2023 Notional Amount Fixed Rate Expiration Interest rate swap $ 50,000 0.834 % 4/14/2025 Interest rate swap $ 30,000 1.186 % 12/14/2026 Interest rate swap $ 20,000 2.450 % 8/14/2027 Interest rate swap $ 25,000 3.669 % 4/14/2028 Interest rate swap $ 25,000 4.488 % 10/14/2028 Refer to Note 6, Financial Instruments, to the accompanying consolidated financial statements for further discussion regarding interest rate swaps.

Removed

Refer to Note 6, Financial Instruments, to the accompanying consolidated financial statements for further discussion regarding interest rate swaps. Interest rate risk results when the maturity or repricing intervals of interest-earning assets and interest-bearing liabilities are different.

Added

Our balance outstanding under the 2022 credit facility at December 31, 2023 was $312.4 million, of which $162.4 million is subject to rate risk. If market rates were to increase or decrease 100 basis points from the levels at December 31, 2023, interest expense would increase or decrease approximately $1.6 million annually.

Top changes in CBIZ, Inc.'s 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other CBZ 10-K year-over-year comparisons