CBIZ, Inc. Annual Report 2016

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FY2016 Annual Report · CBIZ, Inc.

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CELEBRATING 20 YEARS

Focus on Growth

2016 Annual Report

Mission Statement

To provide exceptional advice and solutions
that help our clients achieve their goals

Vision Statement

To be recognized by our clients as the
premier provider of accounting, insurance and
other professional business services and by
our team members as their employer of choice

Core Values

We do the right thing.
Our people matter.
We are dedicated to the success of our clients.
We want to win.
We are One CBIZ.

Corporate Profile

As a trusted adviser to small and midsized businesses across
the U.S., CBIZ provides our clients with solutions that help them
improve their operations and increase profitability. From our many
service platforms – in areas ranging from accounting and tax services
to group health benefits, payroll, property & casualty insurance and
retirement plan services – we strive to ensure that our more than
90,000 clients receive the most effective professional solutions.
With over 4,600 associates in more than 100 offices across the
country, CBIZ’s resources and services are uniquely suited to
support the growth and success of our clients.

Dear Fellow Shareholders,

2016 was another great year of growth for CBIZ. It
was also a commemorative one as we celebrated
our 20th anniversary. During this 20-year period,
we maintained our focus on earning your trust and
establishing a reputation for delivering strong and
reliable financial results, being an employer of choice,
and providing exceptional counsel and creative
solutions to help our clients achieve their goals. I am
excited to share with you our 2016 highlights, as well
as what we see for the future.

Focus on Strategic Growth

REVENUE
($ in millions)

799.8

719.5

750.4

677.2

612.7

Jerome P. Grisko Jr., President and
Chief Executive Officer

R 6 . 9

During 2016, we refined our five-year strategic plan and our mission, vision and
values (see inside cover). Our strategic plan focuses on what we believe will propel
our short-, mid- and long-term growth in revenue, profitability and shareholder value.
We listened to our clients to better understand how we can help them achieve their
goals, and focused on expanding our industry and service line capabilities to meet
their expanding needs. We also further defined our unique value proposition. First, no
one else has the scope of solutions we can provide to the small and midsized business
(SMB) marketplace. And, second, we deliver these solutions locally, in a high-touch,
consultative manner, supplemented by national expertise. Simply put, we “out-local
the nationals and out-national the locals.”

Focus on Continuing Growth

In 2016, we grew our business to nearly $800 million in revenue, an increase of 6.6%
overall and 2.6% organically over 2015. Earnings per diluted share increased to $0.76,
up 15.2% over the prior year. In addition, we grew Adjusted EBITDA to $94.8 million,
which represents a 9.0% increase over 2015.

Our growth in 2016 was a result of higher demand for our services, improved market
conditions, an increase in staffing to satisfy customer demand, and our success
in closing six strategic acquisitions. Also, we stayed close to our clients during the
economic challenges of the past several years, and by doing so, benefited when they
became more optimistic and sought opportunities to grow their businesses. We sense
this optimism will continue into 2017. The 8.0% increase to $32.4 million in cross-
serving revenue we recorded in 2016 reflects our success in identifying additional
needs of our clients and providing effective solutions.

While we are very pleased with our 2016 financial performance, even more notable
is our success over a longer period of time. Since 2012, we have grown revenue by
30.5%, earnings per diluted share by 58.3%, and Adjusted EBITDA by 42.6%.

CONTINUED ON NEXT PAGE

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DILUTED EARNINGS PER SHARE
from continuing operations
(in dollars)

0.76

0.66

0.59

0.52

0.48

2 . 2

R 1

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CELEBRATING 20 YEARS | CBIZ, INC.

ADJUSTED EBITDA
($ in millions)
See Form 10-K for reconciliation

94.8

87.0

82.2

75.5

66.5

R 9 . 3

CONTINUED FROM PREVIOUS PAGE

Focus on Acquisition Growth

During 2016, we continued to focus on acquiring growing businesses with the right
cultural fit in high-growth industries and service lines, resulting in the addition of
several new businesses to the CBIZ family. In our Financial Services segment, we
welcomed tax practices Millimaki Eggert, LLP (Southern California) and The Seff
Group, PC (Colorado). Continuing with our efforts to build out our retirement plan
services offerings, we acquired The Savitz Organization (Philadelphia) and Actuarial
Consultants, Inc. (Southern California). To enhance our expertise and geographic
coverage in our payroll services business, we added Flex-Pay Business Services,
Inc. (North Carolina). Likewise, in our group health benefits business, Ed Jacobs &
Associates (Tennessee) joined our team. All of these additions enhance our local
service and national expertise, and when combined, are expected to add more than
$40 million in annualized revenue.

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Focus on Growing Shareholder Value

Our strong cash flow provides us with the ability to further grow our business and
create value for shareholders. Investment in acquisitions continues to be a priority,
followed by opportunistic share repurchases. During 2016, we invested $51.3 million
to fund acquisition-related activities and repurchased nearly 800,000 shares. Since
2002, we have invested nearly $570 million in strategic acquisitions while returning
more than $460 million to shareholders through share repurchases.

Focus on Growing Our Business

We experienced strong growth in our Financial Services segment due to increased
demand for our traditional accounting, specialty tax and advisory services. Our
government healthcare consulting business also enjoyed another strong year, with
steady increases in both revenue and earnings contributions. As the leading provider of
services to state Medicaid programs, we continue to expand the scope of our services
to states and have begun providing similar services to the federal government as well.
Revenue in the Financial Services segment has grown nearly 27% since 2012.

In 2016, we changed the name of our Employee Services segment to Benefits
and Insurance Services to better reflect the breadth of products and services that
we provide to our clients. The majority of the growth in this segment came from
acquisitions, as four of our six acquisitions this year were in this group. While we did
experience some organic growth decline in group health benefits, retirement plan
services and property and casualty, we believe we have identified and addressed
the issues and are well positioned for growth in 2017. Our payroll business recorded
another year of growth in 2016. And, although not material, we are encouraged by the
early reception we received from clients to our integrated payroll, group health benefits
and HR technology offering. Revenue in the Benefits and Insurance segment has grown
nearly 44% since 2012.

CROSS-SERVING REVENUE
estimated first-year annualized
($ in millions)

32.4

30.0

28.1

25.9

25.5

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This annual report to shareholders contains
forward-looking statements, which by their nature
involve risks and uncertainties. CBIZ’s Annual
Report on Form 10-K, which is filed with the
Securities and Exchange Commission, contains
a detailed description of certain factors that
may cause actual results to differ from results
contemplated from such statements.

CBIZ, INC. | 2016 ANNUAL REPORT

Focus on the Growth of Our Team Members

At CBIZ, our clients rely on us for our knowledge and experience, and we
understand that our success is dependent on the capabilities of our more than
4,600 team members. We remain committed to their professional development
and strive to be an employer of choice. We were honored to receive more than
30 best workplace recognitions in more than 25 different markets in 2016. On
a national level, we were also pleased to be named, for the
second year in a row, one of the “Best Places to Work in
Insurance” by Business Insurance magazine and one of the
country’s “Best and Brightest Companies to Work For” by
the National Association for Business Resources.

2016 was another incredible year in which our team members
gave back to the communities in which we live and work. Our
eighth annual food drive once again resulted in the donation of
more than 1 million pounds of food to local food banks across
the nation. Additionally, for the past nine years, CBIZ, led by our
CBIZ Women’s Advantage Program, has partnered with Dress
for Success to raise funds and awareness. During this time,
CBIZ has donated nearly $435,000 and more than 57,000
items of clothing and accessories to affiliates nationwide.

As part of our 20th anniversary celebration, CBIZ team members across the nation
donated 20,000 hours of community service in their local communities and, based on
a company-wide vote, a $20,000 donation was made to the American Cancer Society.

Focus on Future Growth

Our focus for the future provides us with great opportunity for 2017 and beyond. CBIZ
is well positioned to leverage our unique value proposition. We will continue to focus on
developing and growing our people, and the services and industries that bring value to
our clients.

I would like to close my first letter to shareholders as CEO by thanking our team
members for their commitment and dedication to our clients and their profession.
I would also like to thank our shareholders for their continued trust and support, and
our Board of Directors for their thoughtful insight and guidance.

Sincerely,

Jerome P. Grisko Jr., President and Chief Executive Officer
March 9, 2017

CBIZ team members in Uniontown, Ohio flex
their muscles while volunteering in celebration
of the Company’s 20th anniversary.

CELEBRATING 20 YEARS | CBIZ, INC.

Accounting & Tax

Government Healthcare
Consulting

Financial Advisory

Valuation

Risk & Advisory Services

Financial
Services

Client

Benefits and
Insurance
Services

Group Health
Benefits Consulting

Payroll

Property & Casualty

Retirement Plan Services

4,600+ | associates

100+ | offices

Major Markets

With over 4,600 associates in more than 100 offices across the country, CBIZ’s resources
and services are uniquely suited to support the growth and success of our clients.

CBIZ, INC. | 2016 ANNUAL REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended December 31, 2016

For the transition period from to

Commission file number 1-32961

CBIZ, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

6050 Oak Tree Boulevard, South,
Suite 500,
Cleveland, Ohio
(Address of principal executive offices)

22-2769024
(I.R.S. Employer
Identification No.)

44131
(Zip Code)

Registrant’s telephone number, including area code: (216) 447-9000

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01
(Title of class)

New York Stock Exchange
(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $555.3 million as of June 30, 2016.

The number of outstanding shares of the registrant’s common stock is 54,029,555 as of February 28, 2017.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2017 Annual Meeting of Stockholders.

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CBIZ, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016

Table of Contents

PART I

Business

Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.

Properties
Legal Proceedings
Mine Safety Disclosures

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations

PART II
Item 5.
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information

Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

PART III

Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services

PART IV

Item 15. Exhibits

Signatures

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (“the Exchange Act”). All statements other than
statements of historical fact included in this Annual Report on Form 10-K including, without limitation, “Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding CBIZ’s financial position,
business strategy and plans and objectives for future performance are forward-looking statements. You can identify these statements
by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are commonly identified by the use
of such terms and phrases as “will,” “could,” “can,” “may,” “strives,” “hopes,” “intends,” “believes,” “estimates,” “expects,”
“projects,” “anticipates,” “foreseeable future,” “seeks” and words or phrases of similar import in connection with any discussion of
future operating or financial performance. In particular, these include statements relating to future actions, future performance or
results of current and anticipated services, sales efforts, expenses, and financial results.

From time to time, the Company may also provide oral or written forward-looking statements in other materials the Company releases
to the public. Any or all of the Company’s forward-looking statements in this Annual Report on Form 10-K and in any other public
statements that the Company makes, are subject to certain risks and uncertainties that could cause actual results to differ materially
from those projected. Such forward-looking statements can be affected by inaccurate assumptions the Company might make or by
known or unknown risks and uncertainties. Many factors mentioned in “Item 1A. Risk Factors” will be important in determining
future results. Should one or more of these risks or assumptions materialize, or should the underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or projected. Such risks and uncertainties include, but are not
limited to:

 CBIZ’s ability to adequately manage its growth;

 CBIZ’s dependence on the services of its executive officers and other key employees;

 competitive pricing pressures;

 general business and economic conditions;

 changes in governmental regulation and tax laws affecting CBIZ’s operations;

 reversal or decline in the current trend of outsourcing business services;

 revenue seasonality or fluctuations in and collectability of receivables;

 liability for errors and omissions of CBIZ businesses;

 regulatory investigations and future regulatory activity (including without limitation inquiries into compensation

arrangements within the insurance brokerage industry); and

 reliance on information processing systems and availability of software licenses.

Consequently, no forward-looking statement can be guaranteed. The Company’s actual future results may vary materially, and CBIZ
undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or
otherwise. You are advised, however, to consult any further disclosures the Company makes on related subjects in the quarterly,
periodic and annual reports the Company files with the United States Securities and Exchange Commission (the “SEC”). Also note
that the Company provides cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to its businesses
as discussed in Item 1. These are factors that the Company thinks could cause its actual results to differ materially from expected and
historical results. Other factors besides those described here could also adversely affect operating or financial performance.

The following text is qualified in its entirety by reference to the more detailed information and consolidated financial statements
(including the notes thereto) appearing elsewhere in this Annual Report on Form 10-K. Unless the context otherwise requires,
references in this Annual Report to “we,” “our,” “us”, “CBIZ” or the “Company” shall mean CBIZ, Inc., a Delaware corporation, and
its wholly-owned subsidiaries. All references to years, unless otherwise noted, refer to CBIZ’s fiscal year which ends on
December 31.

ITEM 1. BUSINESS.

Introduction

PART I

CBIZ has been operating as a professional services business since 1996. We built our professional services business through acquiring
and integrating accounting and financial service providers, group health benefits consulting firms, property and casualty brokerage
firms, payroll service providers, and valuation and other service firms throughout the United States. CBIZ is listed on the New York
Stock Exchange (“NYSE”) under the symbol “CBZ.”

We provide professional business services, products and solutions that help our clients grow and succeed by better managing their
finances and employees. These services are provided to primarily small and midsized businesses (“SMB”), as well as individuals,
governmental entities and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ delivers its integrated
services through the following three practice groups:

 Financial Services

 Benefits and Insurance Services (formerly known as Employee Services)

 National Practices

We believe that our diverse and integrated service offerings result in advantages for both the client and for CBIZ. By providing
custom solutions that help clients manage their finances and employees, we enable our clients to focus their resources on their own
core business and operational competencies. Additionally, working with one provider for several solutions enables our clients to
utilize their resources more efficiently by eliminating the need to coordinate with multiple service providers. The ability to combine
several services and offer them through one trusted provider distinguishes CBIZ from other service providers.

Business Strategy

We strive to maximize shareholder value and believe this is accomplished through growth in revenue and earnings per share, as well
as the strategic allocation and deployment of free cash-flow and capital resources.

Revenue

We believe revenue growth will be achieved through internal organic growth, cross-serving additional services to our existing clients,
and targeted acquisitions. Each of these components is critical to the long-term growth strategy, and we expect each component to
contribute to our long-term revenue growth.

 We believe we can capitalize on organic growth opportunities by offering a higher level of national resources than traditional
local professional service firms, but delivering these services locally with a higher level of personal service than is expected
from traditional national firms. We are also able to leverage technology to create efficiencies and to link together aligned
services such as benefits, payroll and human resource services.

 Cross-serving provides us with the opportunity to offer and deliver multiple services our existing clients. Cross-serving

opportunities are identified by CBIZ employees as they provide services to their existing clients. Being a trusted advisor to
our clients provides us with the opportunity to identify the clients’ needs, while the diverse and integrated services offered by
CBIZ allows us to provide solutions to satisfy these needs.

 Our acquisition strategy is to selectively acquire businesses that expand our market position and strengthen our existing

service offerings. Strategic businesses that we seek to acquire generally have strong and energetic leadership, a positive local
market reputation, commitment to client service, the potential for cross-serving additional CBIZ services to our clients, an
ability to integrate quickly with existing CBIZ operations and are accretive to earnings.

Earnings Per Share

We expect to grow earnings per share by increasing revenue and achieving operating leverage through improved productivity and cost
management.

Cash Flows and Capital Resources

Our strategy is to utilize capital resources for strategic initiatives that will optimize shareholder return. The highest priority for the
utilization of capital is focused on strategic acquisitions. We also believe that repurchasing shares of our common stock is a use of
cash that provides stockholder value. Accordingly, CBIZ has historically adopted a repurchase plan annually and continually evaluates
share repurchase opportunities. We may repurchase shares of our common stock when, after assessing capital needed to fund
acquisitions and seasonal working capital needs, capital resources are available and such repurchases are accretive to stockholders.

Business Services

CBIZ delivers its integrated services through three operating practice groups. A general description of services provided by each
practice group is provided in the table below.

Financial Services
 Accounting and Tax
 Government Healthcare Consulting
 Financial Advisory
 Valuation
 Risk & Advisory Services

Practice Groups

Benefits and Insurance Services
 Group Health Benefits Consulting
 Payroll
 Property and Casualty
 Retirement Plan Services

National Practices
 Managed Networking and

Hardware Services
 Healthcare Consulting

Revenue by practice group for the years ended December 31, 2016, 2015 and 2014 is provided in the table below (in thousands):

Financial Services
Benefits and Insurance Services
National Practices
Total CBIZ

2016

501,307 62.7 % $
267,606 33.5 %
3.8 %
799,832 100.0 % $

30,919

Year Ended December 31,
2015
476,396
244,493
29,533

63.5 % $
32.6 %
3.9 %
750,422 100.0 % $

2014
465,130
224,898
29,455

64.6 %
31.3 %
4.1 %
719,483 100.0 %

A discussion of our practice groups and certain external relationships and regulatory factors that currently impact those practice
groups are provided below. See Note 21, Segment Disclosures, to the accompanying consolidated financial statements for further
discussion of the CBIZ practice groups.

Financial Services

The Financial Services practice group is divided into a Financial Services division, which represents the various accounting units
spread geographically throughout the United States that provide core accounting services regionally, and a National Services division
consisting of those units that provide their specialty services nationwide. Core accounting services consist mainly of accounting and
tax compliance and consulting, as well as litigation support, while National Services consist primarily of federal and state
governmental healthcare compliance, valuation services, real estate consulting and internal audit outsourcing.

Restrictions imposed by independence requirements and state accountancy laws and regulations preclude CBIZ from rendering audit
and attest services (other than internal audit services). As such, CBIZ and its subsidiaries 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 CBIZ's clients by such CPA firms. These firms are owned by licensed CPAs,
a vast majority of whom are also employed by our subsidiaries. Under these ASAs, we provide a range of services to the CPA firms,
including (but not limited to): administrative functions such as office management, bookkeeping and accounting; preparing marketing
and promotional materials; providing office space, computer equipment and systems support; and leasing administrative and
professional staff. Services are performed in exchange for a fee.

Fees earned by CBIZ under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive
Income and totaled approximately $144.8 million, $137.5 million and $133.7 million for the years ended December 31, 2016, 2015
and 2014, respectively, a majority of which is related to services rendered to privately-held clients and governmental agencies. In the
event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to CBIZ is

typically reduced on a proportional basis. The ASAs have terms ranging up to eighteen years, are renewable upon agreement by both
parties, and have certain rights of extension and termination.

At December 31, 2016, we maintained ASAs with four CPA firms. Most of the members and/or stockholders of the CPA firms are
also CBIZ employees, and CBIZ renders 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 251 stockholders, a vast majority of whom are also employees of CBIZ. Mayer Hoffman maintains an eight member
board of directors. There are no board members of Mayer Hoffman who hold senior officer positions at CBIZ. Our association with
Mayer Hoffman offers clients access to the multi-state resources and expertise of a national CPA firm. We also have an ASA with
Myers & Stauffer LLC (“M&S”), an independent national governmental healthcare consulting firm headquartered in Kansas City,
Missouri. M&S has eight equity members, all of whom are also employees of CBIZ. M&S maintains a three member executive
committee, none of whom hold senior officer positions at CBIZ.

Although the ASAs do not constitute control, we are one of the beneficiaries of the agreements and may bear certain economic risks.
As such, the CPA firms with which we maintain ASAs qualify as variable interest entities. Refer Note 1, Organization and Summary
of Significant Accounting Policies, to the accompanying consolidated financial statements for further discussion.

Benefits and Insurance Services

The CBIZ Benefits and Insurance Services practice group operates under a divisional President who oversees the practice group, along
with a senior management team aligned along functional, product, and unit management lines. The Benefits and Insurance Services
group is organized along lines of services such as employee benefits consulting and brokerage, property and casualty brokerage,
retirement plan advisory services, payroll services, human capital advisory services, actuarial services, life insurance and other
services that serve local and regional clients with national resources.

The Benefits and Insurance Services practice group maintains relationships with many different insurance carriers. Some of these
carriers have compensation arrangements with CBIZ whereby some portion of payments due may be contingent upon meeting certain
performance goals, or upon CBIZ providing client services that would otherwise be provided by the carriers. These compensation
arrangements are provided to us as a result of our performance and expertise, and may result in enhancing our ability to access certain
insurance markets and services on behalf of our clients. The aggregate compensation related to these arrangements received during the
years ended December 31, 2016, 2015 and 2014 was less than 2% of consolidated CBIZ revenue for the respective periods.

National Practices

Our National Practices group consists of two services; healthcare consulting and information technology. The healthcare consulting
serves hospitals and other healthcare providers, specializing in revenue management, reimbursement optimization and managed care
contracting. The information technology has been serving one client in the United States and Canada for more than fifteen years.

Sales and Marketing

Our branding goals are focused on providing us with a consistent image while at the same time providing support, tools and resources
for each practice and market to utilize within each of our distinct geographic and industry markets. Three key strategies are employed
to accomplish these goals: (i) thought leadership, (ii) market segmentation, and (iii) sales/sales management process development.



Thought leadership: CBIZ marketing efforts continue to capitalize on the extensive knowledge and expertise of our
associates. This has been accomplished through media visibility, social media, webinars, and the creation of a wide variety
of white papers, newsletters, books, and other information offerings.

Market segmentation: The majority of CBIZ marketing resources are devoted to the highly measurable and high return on
investment strategies that specifically target those industries and service areas where we have particularly deep experience. These
efforts typically involve local, regional or national trade show and event sponsorships, targeted direct mail, email, and
telemarketing campaigns, and practice and industry specific websites and newsletters.

Sales/sales management process development: CBIZ continues to enhance an accountable business development culture with

several initiatives, including enhanced management visibility, analytics and forecasting through Salesforce.com and the
implementation of performance management scorecards and business development pipeline reports. Together, these initiatives
have helped create a more effective, efficient and successful sales management process throughout the Company.

Our focus has been on developing marketing strategies that specifically support each of our major practice areas: Financial Services
(accounting) and Benefits and Insurance Services (insurance, payroll and human resources). In each of these segments, emphasis has
been put on marketing technology that has the highest and most measurable return on investment, including enhanced targeted email
campaigns, webinars, web lead generation, and an evolving web presence.

We have an initiative to build relationships and reputation through social media. Beginning with comprehensive training and support
for LinkedIn and Twitter, our social media efforts have expanded to include programs on Facebook, Google+, YouTube and social
sharing sites such as Slideshare and Pinterest.

Clients

We provide professional services to over 90,000 clients, including over 50,000 business clients. By providing various professional
services and administrative functions, we enable our clients to focus their resources on their own operational competencies. Reducing
administrative functions allows clients to enhance productivity, reduce costs and improve service quality and efficiency by focusing
on their core business. Depending on a client's size and capabilities, it may choose to utilize one, some or many of the diverse and
integrated services offered by the Company.

Our clients represent a large variety of industries and markets, including many government agencies, with the Company targeting
SMB companies that have between 100 and 2,000 employees and annual revenues between $5 million and $200 million. Our largest
client comprised less than 3% of our consolidated revenue in 2016 and is included in the National Practices operating practice group.
Management believes that its client diversity helps insulate the Company from a downturn in a particular industry or geographic
market. Nevertheless, economic conditions among select clients and groups of clients may have an impact on the demand for services
provided by us.

Competition

The professional business services industry is highly fragmented and competitive, with a majority of industry participants, such as
accounting, group health and welfare benefits consultants, payroll providers or professional service organizations, offering only a
limited number of services. Competition is based primarily on client relationships, quality of professional advice, range and quality of
services or product offerings, customer service, timeliness, geographic proximity, and competitive rates. We compete with a number
of multi-location regional or national professional services firms and a large number of relatively small independent firms in local
markets. Our competitors in the professional business services industry include, but are not limited to, independent consulting services
companies, independent accounting and tax firms, payroll service providers, independent insurance brokers and divisions of
diversified services companies.

Acquisitions and Divestitures

We seek to strengthen our operations and customer service capabilities by selectively acquiring businesses that expand our market
position and strengthen our existing service offerings. We completed six acquisitions in 2016. Aggregate consideration for the
acquisitions consisted of approximately $40.0 million in cash, $21.1 million in contingent consideration and $2.1 million in CBIZ
common stock. We also purchased seven client lists in 2016 for approximately $1.2 million in cash, $1.2 million in guaranteed future
consideration and $1.5 million contingent upon future financial performances.

For further discussion regarding acquisitions and divestitures, refer to Note 18, Acquisitions, and Note 19, Discontinued Operations
and Divestitures, to the accompanying consolidated financial statements.

Regulation

Our operations are subject to regulation by federal, state, local and professional governing bodies. Accordingly, our business services
may be impacted by legislative changes by these bodies, particularly with respect to provisions relating to payroll, benefits
administration and insurance services, pension plan administration and tax and accounting. We remain abreast of regulatory changes
affecting our business, as these changes often affect clients’ activities with respect to employment, taxation, benefits, and accounting.
For instance, changes in income, estate, or property tax laws may require additional consultation with clients subject to these changes
to ensure their activities comply with revised regulations.

We are subject to industry regulation and changes, including changes in laws, regulations, and codes of ethics governing our
accounting, insurance, valuation, registered investment advisory and broker-dealer operations, as well as in other industries, the
interpretation of which may impact our operations.

We are subject to certain privacy and information security laws and regulations, including, but not limited to those under the Health
Insurance Portability and Accountability Act of 1996, The Financial Modernization Act of 1999 (the Gramm-Leach-Bliley Act), the
Health Information Technology for Economic and Clinical Health Act, and other provisions of federal and state laws which may
restrict our operations and give rise to expenses related to compliance.

As a public company, we are subject to the provisions of the Sarbanes-Oxley Act of 2002 to reform the oversight of public company
auditing, improve the quality and transparency of financial reporting by those companies and strengthen the independence of auditors.

With respect to CPA firm clients that are required to file audited financial statements with the SEC, the SEC staff views CBIZ and the
CPA firms with which we have contractual relationships as a single entity in applying independence rules established by the
accountancy regulators and the SEC. Accordingly, we do not hold any financial interest in an SEC-reporting attest client of an
associated CPA firm, enter into any business relationship with an SEC-reporting attest client that the CPA firm performing an audit
could not maintain, or sell any non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not
sell, under the auditor independence limitations set out in the Sarbanes-Oxley Act of 2002 and other professional accountancy
independence standards. Applicable professional standards generally permit us to provide additional services to privately-held
companies in addition to those services which may be provided to SEC-reporting attest clients of an associated CPA firm. CBIZ and
the CPA firms with which we are associated have implemented policies and procedures designed to enable the Company and the CPA
firms to maintain independence and freedom from conflicts of interest in accordance with applicable standards. Given the policies 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 Sarbanes-Oxley Act independence limitations do not, and are not expected to, materially affect our revenues.

The CPA firms with which we maintain ASAs may operate as limited liability companies, limited liability partnerships or professional
corporations. The firms are separate legal entities with separate governing bodies and officers. Neither the existence of the ASAs nor
the providing of services thereunder constitutes control of the CPA firms by us. CBIZ and the CPA firms maintain their own
respective liability and risk of loss in connection with the performance of their respective services. Attest services are not permitted to
be performed by any individual or entity that is not licensed to do so. We are not permitted to perform audits, reviews, compilations,
or other attest services, do not contract to perform them and do not provide the associated attest reports. Given this legal prohibition
and course of conduct, we do not believe it is likely that we would bear the risk of litigation losses related to attest services provided
by the CPA firms.

Although the ASAs do not constitute control, we are one of the beneficiaries of the agreements and may bear certain economic risks.
As such, the CPA firms with which we maintain ASAs qualify as variable interest entities. Refer to Note 1, Organization and
Summary of Significant Accounting Policies, to the accompanying consolidated financial statements for further discussion.

As of December 31, 2016, we believe we are in compliance with all governmental and professional organizations regulations in which
we provide services.

Liability Insurance

We carry insurance policies, including those for commercial general liability, automobile liability, property, crime, professional
liability, directors’ and officers’ liability, fiduciary liability, employment practices liability and workers' compensation, subject to
prescribed state mandates. Excess liability coverage is carried over the underlying limits provided by the commercial general liability,
directors’ and officers’ liability, professional liability and automobile liability policies.

Employees

At December 31, 2016, we employed approximately 4,600 employees. We believe that we have a good relationship with our
employees. A large number of our employees hold professional licenses or degrees. As a professional services company that
differentiates itself from competitors through the quality and diversity of its service offerings, we believe that our employees are our
most important asset. Accordingly, we strive to remain competitive as an employer while increasing the capabilities and performance
of our employees.

Seasonality

A disproportionately large amount of our revenue occurs in the first half of the year. This is due primarily to accounting and tax
services provided by our Financial Services practice group, which is subject to seasonality related to heavy volume in the first four
months of the year. The Financial Services practice group generated approximately 40% of its revenue in the first four months of each
of the past five years. In addition, more than 50% of our annual earnings per share have been earned during the first quarter of each of
the past five years. Like most professional service companies, most of our operating costs are relatively fixed in the short term, which
generally results in higher operating margins in the first half of the year.

Available Information

CBIZ's principal executive office is located at 6050 Oak Tree Boulevard, South, Suite 500, Cleveland, Ohio 44131, and the
Company’s telephone number is (216) 447-9000. CBIZ’s website is located at http://www.cbiz.com. CBIZ makes available, free of
charge on its website, through the investor information page, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after CBIZ files (or furnishes) such
reports with the SEC. The public may read and copy materials the Company files (or furnishes) with the SEC at the SEC’s Public
Reference Room at 100 F Street, NE, Washington, D.C. 20549, and may obtain information on the operations of the Public Reference
Room by calling the SEC at 1-800-732-0330. In addition, the SEC maintains an Internet Website that contains reports, proxy and
information statements and other information about CBIZ at http://www.sec.gov. CBIZ’s corporate code of conduct and ethics and the
charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Board of
Directors are available on the investor information page of CBIZ's website, referenced above, and in print to any shareholder who
requests them.

ITEM 1A. RISK FACTORS.

The following factors may affect our actual operating and financial results and could cause results to differ materially from those in
any forward-looking statements. You should carefully consider the following information.

We may be more sensitive to revenue fluctuations than other companies, which could result in fluctuations in the market price of
our common stock.

A substantial majority of our operating expenses, such as personnel and related costs and occupancy costs, are relatively fixed in the
short term. As a result, we may not be able to quickly reduce costs in response to any decrease in revenue. This factor could cause our
quarterly results to be lower than expectations of securities analysts and stockholders, which could result in a decline in the price of
our common stock.

Payments on accounts receivable may be slower than expected, or amounts due on receivables or notes may not be fully collectible.

Professional services firms often experience higher average accounts receivable days outstanding compared to many other industries,
which may be magnified if the general economy worsens. If our collections become slower, our liquidity may be adversely impacted.
We monitor the aging of receivables regularly and make assessments of the ability of customers to pay amounts due. We provide for
potential bad debts each month and recognize additional reserves against bad debts as we deem it appropriate. 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.

We are dependent on the services of our executive officers and other key employees, the loss of any of whom may have a material
adverse effect on our business, financial condition and results of operations.

Our success depends in large part upon the abilities and continued services of our executive officers and other key employees, such as
our business unit presidents. In the course of business operations, employees may resign and seek employment elsewhere. Certain
principal employees, however, are bound in writing to agreements containing non-compete and other restrictive covenants barring
competitive employment, client acceptance, and solicitation of employees for a period of between two and ten years following his or
her resignation. We cannot assure you that we will be able to retain the services of our key personnel. If we cannot retain the services
of key personnel, there could be a material adverse effect on our business, financial condition and results of operations. While we
generally have contractual arrangements with key personnel that contain restrictive covenants, courts are at times reluctant to enforce
such covenants. In addition, many of our executive officers and other key personnel are either participants in our stock option plan or
holders of a significant amount of our common stock. We believe that these interests provide additional incentives for these key
employees to remain with us. In order to support our growth, we intend to continue to effectively recruit, hire, train and retain

additional qualified management personnel. Our inability to attract and retain necessary personnel could have a material adverse effect
on our business, financial condition and results of operations.

Restrictions imposed by independence requirements and conflict of interest rules may limit our ability to provide services to clients
of the attest firms with which we have contractual relationships and the ability of such attest firms to provide attestation services to
our clients.

Restrictions imposed by independence requirements and state accountancy laws and regulations preclude CBIZ from rendering audit
and other attest services (other than internal audit services). As such, CBIZ and its subsidiaries maintain joint-referral relationships
and ASAs with independent licensed CPA firms under which audit and other attest services may be provided to CBIZ’s clients by
such CPA firms. The CPA firms are owned by licensed CPAs, a vast majority of whom are employed by CBIZ.

Under these ASAs, CBIZ provides a range of services to the CPA firms, including: administrative functions such as office
management, bookkeeping, and accounting; preparing marketing and promotion materials; providing office space, computer
equipment, and systems support; and leasing administrative and professional staff. Services are performed in exchange for a fee. Fees
earned by CBIZ under the ASAs are recorded as revenue in the accompanying Consolidated Statements of Comprehensive Income. In
the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to CBIZ is
typically reduced on a proportional basis.

With respect to CPA firm clients that are required to file audited financial statements with the SEC, the SEC staff views CBIZ and the
CPA firms with which we have contractual relationships as a single entity in applying independence rules established by the
accountancy regulators and the SEC. Accordingly, we do not hold any financial interest in, nor do we enter into any business
relationship with, an SEC-reporting attest client that the CPA firm performing an audit could not maintain; further, we do not sell any
non-audit services to an SEC-reporting attest client that the CPA firm performing an audit could not sell under the auditor
independence limitations set out in the Sarbanes-Oxley Act of 2002 and other professional accountancy independence standards. SEC
staff informed us that independence rules that apply to clients that receive attest services under SEC and Public Company Accounting
Oversight Board (“PCAOB”) standards from such CPA firms would prohibit such clients from holding any stock of CBIZ, Inc.
However, applicable professional standards generally permit CBIZ to provide additional services to privately-held companies, in
addition to those services which may be provided to SEC-reporting attest clients of a CPA firm. CBIZ and the CPA firms have
implemented policies and procedures designed to enable us to maintain independence and freedom from conflicts of interest in
accordance with applicable standards. Given the pre-existing limits set by CBIZ on its 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, SEC rule or interpretation, or PCAOB standards do not and are not expected to materially affect CBIZ revenues.

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, U.S. Government Accountability Office or U.S. Department Of Labor accountancy authorities will
not impose additional restrictions on the profession. To the extent that the CPA firms for whom we provide administrative and other
services are affected, we may experience a decline in fee revenue from these businesses as well as expenses related to addressing
independence concerns. 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 intangible assets could become impaired, which could lead to material non-cash charges against earnings.

We assess potential impairment on our goodwill and intangible asset balances, including client lists, on an annual basis, or more
frequently if there is any indication that the asset may be impaired. Any impairment of goodwill or intangible assets resulting from this
periodic assessment would result in a non-cash charge against current earnings, which could lead to a material impact on our results of
operations, statements of financial position, and earnings per share. Any significant decline in future revenues, cash flows or growth
rates as a result of adverse changes in the economic environment or an adverse change resulting from new governmental regulations
could lead to an impairment of goodwill or intangible assets.

Certain liabilities resulting from acquisitions are estimated and could lead to a material impact on earnings.

Through our acquisition activities, we record liabilities for estimated future contingent earnout payments. These liabilities are
reviewed quarterly and changes in assumptions used to determine the amount of the liability could lead to an adjustment that may
have a material impact, favorable or unfavorable, on the Consolidated Statements of Comprehensive Income.

Governmental regulations and interpretations are subject to changes, which could have a material adverse effect on revenue.

Laws and regulations could result in changes in the amount or the type of business services required by businesses and individuals.
We cannot be sure that future laws and regulations will provide the same or similar opportunities for us to provide business consulting
and management services to businesses and individuals. State insurance regulators have conducted inquiries to clarify the nature of
compensation arrangements within the insurance brokerage industry. Future regulatory actions or laws, including the Affordable Care
Act, may limit or eliminate our ability to enhance revenue through all current compensation arrangements and may result in a
diminution of future insurance brokerage revenue from these sources. Accordingly, CBIZ’s ability to continue to operate in some
states may depend on our flexibility to modify our operational structure in response to these changes in regulations.

Changes in the United States healthcare environment, including new healthcare legislation, may adversely affect the revenue and
margins in our healthcare benefit businesses.

Our employee benefits business, specifically our group health consulting and brokerage businesses, receives commissions for
brokering employer-sponsored healthcare policies with insurance carriers on behalf of the client. 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.

Changes in the healthcare environment, including, but not limited to, any legislated changes in the U.S. national healthcare system,
that affect the methods by which insurance carriers remunerate brokers, could adversely impact our revenues and margins in this
business. Specifically, legislation or other changes could afford our clients and their employees the ability to seek insurance coverage
through other means, including, but not limited to, direct access with insurance carriers or other similar avenues, which could
eliminate or adversely alter the remuneration brokers receive from insurance carriers for their services.

Higher rates of unemployment in the U.S. could result in a general reduction in the number of individuals with employer-sponsored
healthcare coverage. This decline in employee participation in healthcare insurance plans at our clients could result in a reduction in
the commissions we receive from insurance carriers for our brokerage services, which could have an adverse impact on revenues and
margins in this business.

We are subject to risks relating to processing customer transactions for our payroll and other transaction processing businesses.

The high volume of client funds and data processed by us, or by our out-sourced resources abroad, in our transaction related
businesses entails risks for which we may be held liable if the accuracy or timeliness of the transactions processed is not correct. In
addition, related to our payroll and employee benefits businesses, we store personal information about some of our clients and their
employees for which we may be liable under the Health Insurance Portability and Accountability Act or other governmental
regulations if the security of this information is breached. 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 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.

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 payroll, retirement and financial services industries, are vulnerable to cyber security risks, and we are
subject to potential disruption caused by such activities. 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. 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 disruptions or breach will not occur in the future. 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.

We are subject to risk as it relates to software that we license from third parties.

We license software from third parties, much of which is integral to our systems and our business. The licenses are generally
terminable if we breach our obligations under the license agreements. If any of these relationships were terminated or if any of these
parties were to cease doing business or cease to support the applications we currently utilize, we may be forced to spend significant

time and money to replace the licensed software. However, we cannot assure you that the necessary replacements will be available on
reasonable terms, if at all.

We could be held liable for errors and omissions.

All of our business services entail an inherent risk of malpractice and other similar claims resulting from errors and omissions.
Therefore, we maintain errors and omissions insurance coverage. Although we believe that our insurance coverage is adequate, we
cannot be certain that actual future claims or related legal expenses would not exceed the coverage amounts. In addition, we cannot be
certain that the different insurance carriers which provide errors and omissions coverage for different lines of our business will not
dispute their obligation to cover a particular claim. If we have a large claim, or a large number of claims, on our insurance, the rates
for such insurance may increase, and amounts expended in defense or settlement of these claims prior to exhaustion of deductible or
self-retention levels may become significant, but contractual arrangements with clients may constrain our ability to incorporate such
increases into service fees. 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.

CBIZ is not a CPA firm and does not perform any attest services for clients. CBIZ does not maintain any ownership interest in or
control over any CPA firm with which a CBIZ subsidiary may maintain an ASA. All personnel and staff of CBIZ who are provided to
such CPA firms work under the sole direction, supervision and control of the particular CPA firm, and CBIZ does not control how
attest work is conducted. For these reasons we do not believe we have liability to any party related to their receipt of attest services
from such CPA firms. Nevertheless, from time to time CBIZ has been sued for attest work that we do not perform but which is
performed by such CPA firms. While we have been successful to date in defending against such suits, it is possible that similar claims
may be brought in the future. We will be required to defend against such claims, and may incur expenses related to such lawsuits and
may not be successful in defending against such lawsuits. In the event that the CPA firms with which we maintain ASAs incur
judgments and costs related to such suits that threaten the solvency of the CPA firms, CBIZ may incur expenditures related to such
proceedings.

The future issuance of additional shares could adversely affect the price of our common stock.

Future sales or issuances of common stock, including those related to the uses described below, or the perception that sales could
occur, could adversely affect the market price of our common stock and dilute the percentage ownership held by our stockholders. We
have authorized 250.0 million shares, and have approximately 54.1 million shares outstanding at February 28, 2017. A substantial
number of these shares have been issued in connection with acquisitions. As part of many acquisition transactions, shares are
contractually restricted from sale for a one-year period, and as of February 28, 2017, approximately 0.6 million shares of common
stock were under lock-up contractual restrictions that expire by December 31, 2017. We cannot be sure when sales by holders of our
stock will occur, how many shares will be sold or the effect that sales may have on the market price of our common stock.

Our principal stockholders may have substantial control over our operations.

Our stockholders that beneficially own (within the meaning of Rule 13d-3 of the Exchange Act) significant percentages of our
common stock relative to other individual stockholders may exert substantial influence over actions that require the consent of a
majority of our outstanding shares, including the election of directors. CBIZ’s share repurchase activities may result in increased
ownership percentages of these individuals and therefore increase the influence they may exert, if they do not participate in these share
repurchase transactions or otherwise dispose of their common stock.

We require a significant amount of cash for interest payments on our debt and to expand our business as planned.

At December 31, 2016, our debt consisted primarily of $191.4 million in principal amount outstanding under our $400 million
unsecured credit facility (as amended the “credit facility”). Our debt requires us to dedicate a significant portion of our cash flow from
operations to pay interest on our indebtedness, thereby reducing the funds available to use for acquisitions, capital expenditures and
general corporate purposes. Our ability to make interest payments on our debt, and to fund acquisitions, will depend upon our ability
to generate cash in the future. Insufficient cash flow could place us at risk of default under our debt agreements or could prevent us
from expanding our business as planned. Our ability to generate cash is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash flow from
operations and future borrowings may not be available to us under our credit facility in an amount sufficient to enable us to fund our
other liquidity needs. Volatility in interest rates from monetary policy or economic conditions could increase expenses, cause
uncertainty and impact our ability to pay interest on our indebtedness. Refer to Item 7A, Quantitative and Qualitative Disclosures
about Market Risk, for more information regarding interest rate risk.

Terms of our credit facility may adversely affect our ability to run our business and/or reduce stockholder returns.

The terms of our credit facility, as well as the guarantees of our subsidiaries, could impair our ability to operate our business
effectively and may limit our ability to take advantage of business opportunities. For example, our credit facility may (i) restrict our
ability to repurchase or redeem our capital stock or debt, or merge or consolidate with another entity; (ii) limit our ability to borrow
additional funds or to obtain other financing in the future for working capital, capital expenditures, acquisitions, investments and
general corporate purposes; (iii) limit our ability to dispose of our assets, to create liens on our assets, to extend credit or to issue
dividends to our stockholders; and (iv) make us more vulnerable to economic downturns and reduce our flexibility in responding to
changing business and economic conditions.

Our failure to satisfy covenants in our debt instruments will 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. The breach of any of
these covenants could result in a default under these instruments. An event of default would permit our lenders and other debt holders
to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest. If the lenders accelerate
the repayment of borrowings, we may not have sufficient assets to repay our debt.

We are reliant on information processing systems and any failure of these systems could have a material adverse effect on our
business, financial condition and results of operations.

Our ability to provide business services depends on our capacity to store, retrieve, process and manage significant databases, and
expand and upgrade periodically our information processing capabilities. Interruption or loss of our information processing
capabilities through loss of stored data, breakdown or malfunctioning of computer equipment and software systems,
telecommunications failure, or damage caused by fire, tornadoes, lightning, electrical power outage, or other disruption could have a
material adverse effect on our business, financial condition and results of operations. Although we have disaster recovery procedures
in place and insurance to protect against such contingencies, we cannot be sure that insurance or these services will continue to be
available, cover all our losses or compensate us for the possible loss of clients occurring during any period that we are unable to
provide business services.

We may not be able to acquire and finance additional businesses which may limit our ability to pursue our business strategy.

CBIZ acquired six businesses and seven client lists during 2016, and maintains a healthy pipeline of potential businesses for
acquisition. Targeted 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. However, we cannot be certain that we will be able to
continue identifying appropriate acquisition candidates and acquire them on satisfactory terms, and we cannot be assured that such
acquisitions, even if completed, will perform as expected or will contribute significant synergies, revenues or profits. 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 our credit facility that may limit our ability to acquire
additional businesses. In the event that we are not in compliance with certain covenants as specified in our credit facility, we could be
restricted from making acquisitions, restricted from borrowing funds from our credit facility for other uses, or required to pay down
the outstanding balance on the line of credit. 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.

The business services industry is competitive and fragmented. If we are unable to compete effectively, our business, financial
condition and results of operations may be negatively impacted.

We face competition from a number of sources in the business services industry. Many of our competitors are large companies that
may have greater financial, technical, marketing and other resources. Our principal competitors include financial and management
consulting firms, the consulting practices of major accounting firms, local and regional business services companies, independent
contractors, the in-house or former in-house resources of our clients, as well as new entrants into our markets. We cannot assure you
that, as our industry continues to evolve, additional competitors will not enter the industry or that our clients will not choose to
conduct more of their business services internally or through alternative business services providers. Although we intend to monitor
industry trends and respond accordingly, we cannot assure you that we will be able to anticipate and successfully respond to such
trends in a timely manner. We cannot be certain that we will be able to effectively compete against current and future competitors, or
that competitive pressure will not have a material adverse effect on our business, financial condition and results of operations.

There is volatility in our stock price.

The market for our common stock has, from time to time, experienced price and volume fluctuations. Factors such as announcements
of variations in our quarterly financial results and fluctuations in revenue, as well as the expectations of stockholders and securities
analysts regarding the ability of our business to grow and achieve certain revenue or profitability targets, could cause the market price
of our common stock to fluctuate significantly. In addition, the stock market in general has experienced volatility that often has been
unrelated to the operating performance of companies such as ours. These broad market and industry fluctuations may adversely affect
the price of our stock, regardless of our operating performance.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

CBIZ’s corporate headquarters is located at 6050 Oak Tree Boulevard, South, Suite 500, Cleveland, Ohio 44131, in leased premises.
CBIZ and its subsidiaries lease more than 100 offices in 33 states. CBIZ believes that its current facilities are sufficient for its current
needs.

ITEM 3. LEGAL PROCEEDINGS.

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.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.

Price Range of Common Stock

Our common stock is traded on the NYSE under the trading symbol “CBZ.” The table below sets forth the range of high and low sales
prices for our common stock as reported on the NYSE for the periods indicated.

First quarter
Second quarter
Third quarter
Fourth quarter

2016

2015

High

Low

High

Low

$
$
$
$

10.64 $
10.80 $
11.71 $
14.05 $

9.60 $
9.76 $
10.39 $
10.85 $

9.44 $
9.88 $
10.28 $
11.54 $

7.93
8.65
9.07
9.78

On December 30, 2016, the last reported sale price of our common stock as reported on the NYSE was $13.70 per share. As of
February 28, 2017, we had approximately 2,125 holders of record of our common stock, and the last sale of our common stock as of
that date was $13.30.

Dividend Policy

Our $400 million credit facility does not permit us to declare or make any dividend payments, other than dividend payments made by
one of our wholly-owned subsidiaries to the parent company. Historically, we have not paid cash dividends on our common stock. We
do not anticipate paying cash dividends in the foreseeable future. The CBIZ Board of Directors has discretion over the payment and
level of dividends on common stock, subject to the limitations of the credit facility and applicable law.

Issuer Purchases of Equity Securities

(a) Recent sales of unregistered securities

During the year ended December 31, 2016, we issued approximately 0.4 million shares of our common stock as payment for
contingent consideration for acquisitions that occurred prior to 2016.

The above referenced shares were issued in transactions not involving a public offering in reliance on the exemption from registration
afforded by Section 4(a)(2) of the Securities Act. The persons to whom the shares were issued had access to full information about
CBIZ and represented that they acquired the shares for their own account and not for the purpose of distribution. The certificates for
the shares contain a restrictive legend advising that the shares may not be offered for sale, sold, or otherwise transferred without
having first been registered under the Securities Act or pursuant to an exemption from the Securities Act.

As previously disclosed, the 2010 Notes matured on October 1, 2015. Prior to the maturity date, we issued 5.1 million shares of our
common stock plus cash consideration in privately negotiated transactions in exchange for retiring $49.3 million of our 2010 Notes
during the second quarter of 2015. The issuances of common stock were made pursuant to the exemption from the registration
provided by Section 3(a)(9) of the Securities Act, on the basis that the exchange constitutes an exchange with an existing holder
exclusively in a privately negotiated transaction where no commission or other remuneration has been paid or given directly or
indirectly for soliciting such exchange.

Our first priority for the use of capital is to make strategic acquisitions. We have the financing flexibility and the capacity to carry out
an active acquisition program and to take an opportunistic approach towards using funds to repurchase shares. Periodically, the CBIZ
Board of Directors authorizes a Share Repurchase Program (the “Share Repurchase Program”) which allows us to purchase shares of
our common stock in the open market or in a privately negotiated transaction, which may include purchases from CBIZ employees,
Officers and Directors, according to SEC rules. In 2016, we repurchased approximately 0.8 million shares of our common stock at a
cost of approximately $7.8 million, which does not include the purchase of shares withheld for tax purposes under the stock incentive
plan.

On February 9, 2017, February 11, 2016 and February 11, 2015, the CBIZ Board of Directors authorized the continuation of the Share
Repurchase Program, which has been renewed annually for the past thirteen years. The Share Repurchase Program authorizes the

purchase of up to 5.0 million shares of our common stock to be obtained in open market, privately negotiated, or 10b5-1 trading plan
purchases, which may include purchases from CBIZ employees, Officers and Directors. It is effective beginning April 1 of the
respective program year and expires one year from the respective effective date. The Share Repurchase Program does not obligate us
to acquire any specific number of shares and may be suspended at any time. At December 31, 2016, there were approximately
4.7 million shares of our common stock that may yet be purchased under the Share Repurchase Program that expires on March 31,
2017.

We have utilized, and may utilize in the future, trading plans under Rule 10b5-1 to allow for repurchases during periods when we
would not normally be active in the trading market due to regulatory restrictions. Subsequent to December 31, 2016 up to the date of
this filing, we repurchased approximately 0.2 million shares in the open market at a total cost of approximately $2.2 million under our
current Rule 10b5-1 trading plan, which allows us to repurchase shares below a predetermined price per share.

Shares repurchased during the three months ended December 31, 2016 (reported on a trade date basis) are summarized in the table
below (in thousands, except per share data). During the fourth quarter of 2016, no shares were purchased from stock plan recipients in
lieu of cash to satisfy certain tax obligations under the 2014 CBIZ, Inc. Stock Incentive Plan. Average price paid per share includes
fees and commissions.

Issuer Purchases of Equity Securities

Fourth Quarter Purchases

October 1 – October 31, 2016
November 1 – November 30, 2016
December 1 – December 31, 2016

Fourth quarter purchases

Total
Number of
Shares
Purchased

Average
Price Paid
Per
Share

Total Number of
Shares
Purchased as
Part of Publicly
Announced Plan
50
58
—
108

Maximum
Number of
Shares That
May Yet Be
Purchased
Under the Plan

4,772
4,714
4,714

11.03
10.95
—
10.99

50 $
58 $
— $
108 $

Performance Graph

The graph below matches the cumulative 5-Year total return of holders of CBIZ, Inc.’s common stock with the cumulative total
returns of the S&P 500 index, the Russell 2000 index and a customized peer group of five companies that includes: Brown & Brown,
Inc., H & R Block, Inc., Paychex, Inc., Resources Connection, Inc. and Towers Watson & Company. 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
12/31/2011 and tracks it through 12/31/2016.

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 12/31/11 in stock or index, including reinvestment of dividends.

*
Fiscal year ending December 31.

CBIZ, Inc.
S&P 500
Russell 2000
Peer Group

12/11

12/12

12/13

12/14

12/15

12/16

100.00 96.73
149.26 140.10 161.37 224.22
100.00 116.00 153.58 174.60 177.01 198.18
100.00 116.35 161.52 169.43 161.95 186.45
100.00 106.79 154.62 166.64 183.89 197.90

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

ITEM 6. SELECTED FINANCIAL DATA.

The following table presents selected historical financial data for CBIZ. The information set forth below should be read in conjunction
with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the accompanying consolidated
financial statements and notes thereto, which are included elsewhere in this Annual Report.

2016

2015

Year Ended December 31,
2014
(In thousands, except per share data)

2013

2012

Statement of Operations Data:
Revenue
Operating expenses (1)
Gross margin
Corporate general and administrative expenses (1)
Operating income
Other (expense) income:

Interest expense
Gain on sale of operations, net
Other income, net (1) (2)

Total other income (expense), net

$ 799,832 $ 750,422 $ 719,483 $ 677,171 $ 612,689
540,305
72,384
30,209
42,175

593,339
83,832
34,398
49,434

697,726
102,106
36,319
65,787

652,391
98,031
32,527
65,504

629,804
89,679
34,183
55,496

(6,593 )
855
6,957
1,219

(8,902 )
84
1,146
(7,672 )

(13,124 )
1,303
6,893
(4,928 )

(15,374 )
79
7,817
(7,478 )

(14,999 )
2,766
8,215
(4,018 )

Income from continuing operations before income
tax expense
Income tax expense
Income from continuing operations
(Loss) income from operations of discontinued operations,
net of tax
Gain on disposal of discontinued operations, net of tax
Net income
Basic weighted average common shares
Diluted weighted average common shares
Diluted earnings per share:
Continuing operations
Net income

67,006
26,399
40,607

57,832
22,829
35,003

50,568
20,154
30,414

41,956
16,577
25,379

(542 )
—
40,065 $
52,321
53,513

(2,323 )
1,427
34,107 $
50,280
52,693

(754 )
99
29,759 $
48,343
51,487

2,148
58,336
85,863 $
48,632
49,141

38,157
14,364
23,793

7,263
90
31,146
49,002
49,252

$
$

0.76 $
0.75 $

0.66 $
0.65 $

0.59 $
0.58 $

0.52 $
1.75 $

0.48
0.63

Other Data:
Total assets
Long-term debt (3)
Total liabilities
Total stockholders’ equity
Adjusted EBITDA (4)

$ 1,118,588 $ 996,331 $ 991,244 $ 897,458 $ 970,191
$ 191,400 $ 206,550 $ 203,969 $ 173,756 $ 332,538
$ 638,567 $ 568,383 $ 591,399 $ 523,012 $ 674,959
$ 480,021 $ 427,948 $ 399,845 $ 374,446 $ 295,232
66,538
$

75,542 $

94,842 $

82,220 $

87,039 $

(1)

“Other income, net” includes net losses/gains attributable to assets held in our non-qualified deferred compensation plan which
totaled net gains (losses) of $5.3 million, $(0.7) million, $3.7 million, $8.2 million, and $4.3 million for 2016, 2015, 2014, 2013
and 2012, respectively. These net losses/gains do not impact “Income from continuing operations before income tax expense” or
diluted earnings per share from continuing operations as they are directly offset by compensation adjustments included in
“Operating expenses” and “Corporate general and administrative expenses.”

(2)

In 2016, 2015, 2014, 2013 and 2012, we recorded other income (expense) of $1.0 million, $2.9 million, $4.0 million, ($0.9)
million, and $1.0 million, respectively, in “Other income, net” related to net decreases/increases in the fair value of contingent
consideration related to our prior acquisitions.

In 2015 and 2014, we recorded non-operating charges of $0.8 million and $1.5 million in “Other income, net” from the early
retirement of $49.3 million and $32.4 million face value of our 2010 Notes. Included in 2012 are proceeds of $1.9 million
related to a legal settlement.

(3) Represents bank debt and the convertible notes, which are reported in the accompanying Consolidated Balance Sheets.

(4) We report our financial results in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted

EBITDA, a Non-GAAP measure, represents income from continuing operations before income tax expense, interest expense,
gain on sale of operations, net, and depreciation and amortization expense. We have included Adjusted EBITDA because such
data is commonly used as a performance measure by analysts and investors and as a measure of our ability to service debt.
Adjusted EBITDA should not be regarded as an alternative or replacement to any measurement of performance under generally
accepted accounting principles. Refer to the GAAP Reconciliation table in Part II - Item 7, Management’s Discussion and
Analysis of Financial Condition and Results of Operations, which reconciles the Non-GAAP financial measure to the nearest
GAAP financial measure, “Income from continuing operations.”

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

The following discussion is intended to assist in the understanding of CBIZ’s financial position at December 31, 2016 and 2015, and
results of operations and cash flows for each of the years ended December 31, 2016, 2015 and 2014. This discussion should be read in
conjunction with CBIZ’s consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
This discussion and analysis contains forward-looking statements and should also be read in conjunction with the disclosures and
information contained in “Forward-Looking Statements” and “Item 1A. Risk Factors” in this Annual Report on Form 10-K.

EXECUTIVE SUMMARY

Revenue

Revenue of $799.8 million in 2016 grew $49.4 million, or 6.6%, from revenue of $750.4 million in 2015. Acquisitions contributed
$29.9 million, or 4.0%, while same-unit revenue improved by $19.5 million, or 2.6%. A detailed discussion of revenue by practice
group is included under “Operating Practice Groups.”

Income from Continuing Operations

Income from continuing operations in 2016 increased $5.6 million, or 16.0%, to $40.6 million from $35.0 million in 2015. Refer to
“Results of Operations — Continuing Operations” for a detailed discussion of the components of income from continuing operations.

Earnings Per Diluted Share from Continuing Operations

Earnings per diluted share from continuing operations were $0.76, $0.66 and $0.59 in 2016, 2015 and 2014, respectively, with a fully
diluted weighted average share count of 53.5 million shares, 52.7 million shares and 51.5 million shares, respectively, in those same
periods. The dilutive impact of the common stock equivalents related to the 4.875% 2010 Convertible Senior Subordinated Notes (the
“2010 Notes”) was 1.2 million shares in 2015 and 2.0 million shares in 2014. Excluding the impact of the common stock equivalents,
fully diluted earnings per share from continuing operations would have been $0.68 and $0.61 in 2015 and 2014, respectively.

Share Repurchases

Our first priority for the use of capital is to make strategic acquisitions. We have the financing flexibility and the capacity to carry out
an active acquisition program and to take an opportunistic approach towards using funds to repurchase shares. On February 9, 2017,
the CBIZ Board of Directors authorized the purchase of up to 5.0 million shares of CBIZ common stock under the Share Repurchase
Program, which may be suspended or discontinued at any time and expires on April 1, 2018. The shares may be purchased in open
market, privately negotiated or Rule 10b5-1 trading plan purchases, which may include purchases from CBIZ employees, Officers and
Directors, in accordance with the SEC rules. CBIZ management will determine the timing and amount of the transactions based on its
evaluation of market conditions and other factors.

We believe that repurchasing shares of our common stock under the Share Repurchase Program is a prudent use of our financial
resources, and that investing in our shares is an attractive use of capital and an efficient means to provide value to the CBIZ
shareholders. We repurchased 0.8 million shares of our common stock at a total cost of approximately $7.8 million in 2016 compared
to 3.8 million shares at a total cost of approximately $35.2 million in 2015 and 3.2 million shares at a total cost of approximately $26.6
million in 2014. Subsequent to December 31, 2016 up to the date of this filing, we repurchased approximately 0.2 million shares at a
total cost of approximately $2.2 million under a Rule 10b5-1 trading plan, which allows us to repurchase shares below a
predetermined price per share.

Acquisitions

We completed six acquisitions in 2016. Aggregate consideration for the acquisitions consisted of approximately $40.0 million in cash,
$21.1 million in contingent consideration and $2.1 million in CBIZ common stock. We also purchased seven client lists in 2016 for
approximately $1.2 million in cash, $1.2 million in guaranteed future consideration and $1.5 million contingent upon future financial
performances. For further discussion regarding acquisitions, refer to Note 18, Acquisitions, to the accompanying consolidated
financial statements.

Recent Accomplishments and Other Events

The following items highlight the Company’s significant, recent accomplishments and other events for the year ended December 31,
2016.

Jerome P. Grisko, Jr. Appointed as Chief Executive Officer

Jerome P. Grisko, Jr. was appointed Chief Executive Officer, effective March 9, 2016, following the retirement of Steven L. Gerard.
Prior to the appointment, Mr. Grisko served as the President and Chief Operating Officer of CBIZ since February 2000. He will retain
his role as President and as a member of the Board of Directors, to which he was appointed in November 2015.

CBIZ National and Local Market Recognition Awards

In 2016, CBIZ was honored and recognized for 34 various national and local market awards, with the two main awards being;

Best Places to Work

In 2016, CBIZ was selected and honored 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. We were recognized
for this award based on core focus areas such as leadership and planning, corporate culture, and communications, work environment
and overall engagement.

Best and Brightest Companies to Work For

In 2016, CBIZ was selected and honored as a “2016 Best and Brightest Company” by National Association of Business Resources
based on our commitment to human resource practices and employee enrichment. Organizations are assessed based on categories such
as communication, work-life balance, employee education, diversity, recognition and retention.

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.

Same-unit revenue represents total revenue adjusted to reflect comparable periods of activity for acquisitions and divestitures. For
example, for a business acquired on July 1, 2015, revenue for the period January 1, 2016 through June 30, 2016 would be reported as
revenue from acquired businesses; same-unit revenue would include revenue for the periods July 1 through December 31 of both
years. 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.

Revenue

The following table summarizes total revenue for the years ended December 31, 2016, 2015 and 2014:

Financial Services
Benefits and Insurance Services
National Practices
Total CBIZ

2016

501,307 62.7 % $
267,606 33.5 %
3.8 %
799,832 100.0 % $

30,919

Year Ended December 31,
2015
476,396
244,493
29,533

63.5 % $
32.6 %
3.9 %
750,422 100.0 % $

2014
465,130
224,898
29,455

64.6 %
31.3 %
4.1 %
719,483 100.0 %

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, under which a CBIZ employee’s compensation deferral is held in a rabbi
trust and invested accordingly as directed by the employee. Income and expenses related to the non-qualified deferred compensation
plan are included in “Operating expenses”, “Gross margin” and “G&A expenses” and are directly offset by deferred compensation
gains or losses in “Other income, net” in the accompanying Consolidated Statements of Comprehensive Income. The non-qualified
deferred compensation plan has no impact on “Income from continuing operations before income tax expense” or diluted earnings per
share from continuing operations.

Operating Expenses

The following table presents our operating expenses for the years ended December 31, 2016, 2015 and 2014:

Operating expenses
Operating expenses % of revenue

2016 Compared to 2015

Year Ended December 31,
2016
2014
2015
(Dollars in thousands, except percentages)
$ 697,726 $ 652,391 $ 629,804

87.2 %

86.9 %

87.5 %

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. Our operating expenses increased by $45.3 million, or
6.9%, in 2016 compared to 2015, and increased to 87.2% of revenue from 86.9% of revenue for the prior year. Personnel costs
increased $36.9 million, or 7.3%, to support our growth in revenue, with acquisitions contributing approximately $17.9 million to
personnel costs. Personnel costs and other operating expenses are discussed in further detail under “Operating Practice Groups.”

The non-qualified deferred compensation plan added expense of $4.6 million in 2016 compared to income of $0.6 million in 2015.
Excluding these items, operating expenses would have been $693.2 million, or 86.7% of revenue, in 2016 compared to $652.9 million,
or 87.0%, in 2015.

2015 Compared to 2014

Our operating expenses increased $22.6 million, or 3.5%, in 2015 compared to 2014, and decreased to 86.9% of revenue from 87.5%
of revenue for the prior year. The increase in operating expenses was due to the same factors in the “2016 Compared to 2015” period
as discussed above. Personnel costs increased $20.2 million, or 4.2%. Acquisitions contributed approximately $11.0 million to
personnel costs.

The non-qualified deferred compensation plan added income of $0.6 million in 2015 compared to expense of $3.2 million in 2014.
Excluding these items, operating expenses would have been $652.9 million, or 87.0% of revenue, in 2015 compared to $626.6 million,
or 87.1%, in 2014.

G&A Expenses

The following table presents our G&A expenses for the years ended December 31, 2016, 2015 and 2014:

G&A expenses
G&A expenses % of revenue

Year Ended December 31,
2014
2015
2016
(Dollars in thousands, except percentages)

36,319 $
4.6 %

32,527 $
4.4 %

34,183

4.8 %

2016 Compared to 2015

Our G&A expenses increased by $3.8 million, or 11.7%, in 2016 compared to 2015, and increased to 4.6% of revenue from 4.4% of
revenue for the prior year. Personnel costs increased $1.8 million, or 9.9%, due to an increase in incentive-based compensation due to
the Company’s performance in 2016. Also contributing to the increase in G&A expenses was an increase of $0.9 million in
professional fees related to legal fees incurred.

The non-qualified deferred compensation plan added expense of $0.7 million in 2016 compared to income of $0.1 million in 2015.
Excluding these items, G&A expenses would have been $35.6 million, or 4.5% of revenue, in 2016 compared to $32.6 million, or
4.4% of revenue, in 2015.

2015 Compared to 2014

Our G&A expenses decreased by $1.7 million, or 4.8%, in 2015 compared to 2014, and decreased to 4.4% of revenue from 4.8% of
revenue for the prior year. Professional fees decreased $1.2 million due to a decrease in legal expenses related to case dismissals and
settlements. Also contributing to the decrease in G&A expenses was a decrease of $0.3 million related to incentive-based
compensation.

The non-qualified deferred compensation plan added income of $0.1 million in 2015 compared to expense of $0.5 million in 2014.
Excluding these items, G&A expenses would have been $32.6 million, or 4.4% of revenue, in 2015 compared to $33.7 million, or
4.7%, in 2014.

Other Income (Expense), Net

The following tables present our other income (expense), net for the years ended December 31, 2016, 2015 and 2014:

Interest expense
Gain on sale of operations, net
Other income, net (1)
Total other income (expense), net

2016

Year Ended December 31,
2015
(Dollars in thousands)
(8,902 ) $
84
1,146
(7,672 ) $

(6,593 ) $
855
6,957
1,219 $

2014

(13,124 )
1,303
6,893
(4,928 )

(1) Other income, net includes a net gain of $5.3 million, a net loss of $0.7 million and a net gain of $3.7 million in the years 2016,
2015 and 2014, respectively, associated with the value of investments held in a rabbi trust related to the non-qualified deferred
compensation plan. The adjustments to the investments held in a rabbi trust related to the non-qualified deferred compensation
plan are offset by a corresponding increase or decrease to compensation expense, which is recorded as “Operating expenses”
and “G&A expenses” in the accompanying Consolidated Statements of Comprehensive Income. The non-qualified deferred
compensation plan has no impact on “Income from continuing operations before income tax expense” or diluted earnings per
share from continuing operations

Interest Expense

Interest expense decreased $2.3 million during 2016 compared to 2015 primarily due to a lower average interest rate, partially offset
by a higher average debt balance. Our primary financing arrangement is the $400 million credit facility. We early retired a portion of
the 2010 Notes in the second quarter of 2015 with funds available under the credit facility at an average interest rate of 2.14%. We
used cash of $71.8 million under the credit facility at an average interest rate of 2.02% when the 2010 Notes matured in the fourth
quarter of 2015. The 2010 Notes had an interest rate of 7.50%. Our average debt balance and interest rate was $234.5 million and
2.43% in 2016 compared to $213.8 million and 3.50% in 2015.

Interest expense decreased $4.2 million during 2015 compared to 2014 primarily due to the same factors as discussed above. In 2015
and 2014 we early retired a portion of the 2010 Notes with funds available under the $400 million credit facility at an average interest
rate of 2.14% and 2.55%, respectively. Our average debt balance and interest rate was $213.8 million and 3.50% in 2015 compared to
$209.5 million and 5.43% in 2014. Our debt is further discussed in Note 8, Debt and Financing Arrangements, to the accompanying
consolidated financial statements.

Gain on Sale of Operations, Net

The $0.9 million net gain on sale of operations in 2016 was primarily due to the sale of two small books of business under the Benefits
and Insurance Services practice group. The net gain on sale of operations of $1.3 million in 2014 was primarily due to the sale of the
Miami, Florida office under the Financial Services practice group.

Other Income, Net

In addition to the impact of the non-qualified deferred compensation plan on “Other income, net” discussed above in footnote 1 (net
gain of $5.3 million, a net loss of $0.7 million and a net gain of $3.7 million in the years 2016, 2015 and 2014), adjustments to the fair
value of our contingent purchase price liability related to prior acquisitions resulted in other income, net of $1.3 million, $2.9 million
and $4.0 million in 2016, 2015 and 2014, respectively. Also included in “Other income, net” is a non-operating charge of $0.8 million
and $1.5 million from the early retirement of the 2010 Notes in 2015 and 2014, respectively. No such charge was incurred in 2016.

Income Tax Expense

The following tables present our income tax expense for the years ended December 31, 2016, 2015 and 2014:

Income tax expense
Effective tax rate

Year Ended December 31,
2016
2014
2015
(Dollars in thousands, except percentages)

26,399 $
39.4 %

22,829 $
39.5 %

20,154

39.9 %

We recorded income tax expense from continuing operations of $26.4 million, $22.8 million and $20.2 million in 2016, 2015 and
2014, respectively. The effective tax rate for those same periods is 39.4%, 39.5% and 39.9%, respectively. For further discussion
regarding income tax expense, refer to Note 7, Income Taxes, to the accompanying consolidated financial statements.

GAAP RECONCILIATION
Income from Continuing Operations to Non-GAAP Financial Measures (1)

Income from continuing operations

Interest expense
Income tax expense
Gain on sale of operations, net
Depreciation
Amortization
Adjusted EBITDA

40,607 $
6,593
26,399
(855 )
5,378
16,720
94,842 $

2016

2015

Year Ended December 31,
2014
(Dollars in thousands)
30,414 $
13,124
20,154
(1,303 )
5,353
14,478
82,220 $

35,003 $
8,902
22,829
(84 )
5,658
14,731
87,039 $

2013

2012

25,379 $
15,374
16,577
(79 )
4,756
13,535
75,542 $

23,793
14,999
14,364
(2,766 )
4,688
11,460
66,538

(1) We report our financial results in accordance with GAAP. This table reconciles Non-GAAP financial measures to the nearest
GAAP financial measure, “Income from continuing operations.” Adjusted EBITDA is not defined by GAAP, is not based on
any comprehensive set of accounting rules or principles, and should not be considered in isolation from, or regarded as an
alternative or replacement to, any measurement of performance or cash flow under GAAP. Because of these limitations,
Adjusted EBITDA should be considered alongside our financial results presented in accordance with GAAP. Adjusted EBITDA
is commonly used by the Company, its shareholders and debt holders to evaluate, assess and benchmark the Company’s
operational results and to provide an additional measure with respect to the Company’s ability to meet future debt obligations.

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.

Financial Services

Revenue

Same-unit
Acquired businesses
Divested operations
Total revenue
Operating expenses
Gross margin
Gross margin percent

Revenue

Same-unit
Acquired businesses
Divested operations
Total revenue
Operating expenses
Gross margin
Gross margin percent

2016

Year Ended December 31,

2015
(Dollars in thousands)

$ Change

% Change

$ 498,431 $ 474,340 $
—
2,056
476,396
411,325
65,071 $
13.7 %

2,879
(3 )
501,307
432,254
69,053 $
13.8 %

24,091
2,879
(2,059 )
24,911
20,929
3,982

5.1 %

5.2 %
5.1 %
6.1 %

2015

Year Ended December 31,

2014
(Dollars in thousands)

$ Change

% Change

$ 475,587 $ 459,733 $
—
5,397
465,130
399,783
65,347 $
14.0 %

809
—
476,396
411,325
65,071 $
13.7 %

15,854
809
(5,397 )
11,266
11,542
(276 )

3.4 %

2.4 %
2.9 %
-0.4 %

2016 Compared to 2015

The Financial Services practice group revenue in 2016 grew by 5.2% to $501.3 million from $476.4 million in 2015, primarily
reflecting same-unit growth of 5.1%, driven by those units that provide national services, which increased 8.3%, as well as those units
that provide traditional accounting and tax related services, which increased 3.5%, respectively. The Financial Services practice group
benefited from project work and growth in the governmental health care compliance business, as well as an increase of 2% in billable
hours and moderate price increases in those units that provide traditional accounting and tax related services.

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 $144.8 million and $137.5 million in 2016 and 2015,
respectively.

Operating expenses increased by $20.9 million in 2016, but decreased to 86.2% of revenue from 86.3% of revenue for the prior year.
To support the growth of our revenue in 2016, personnel costs increased by $21.5 million, driven by incremental growth in our
headcount and salaries and related benefits.

2015 Compared to 2014

The Financial Services practice group revenue in 2015 grew by 2.4% to $476.4 million from $465.1 million in 2014. Same-unit
revenue grew 3.4%, driven by project work and growth in the governmental health care compliance business, as well as a slight
increase in those units that provide traditional accounting and tax related services. The revenue from divestitures was from a business
located in Miami, Florida which was sold in the fourth quarter of 2014. Fees earned under the ASAs were $137.5 million and $133.7
million in 2015 and 2014, respectively.

Operating expenses increased by $11.5 million in 2015 to 86.3% of revenue from 86.0% of revenue for the prior year due to the same
factors as discussed above in the 2016 compared to 2015 period. In 2015, personnel costs increased by $8.5 million, while occupancy
costs increased by $2.3 million due to additional costs related to the relocation of the Kansas City, Missouri office as well as increases
in common area charges at numerous other locations.

Benefits and Insurance Services

Revenue

Same-unit
Acquired businesses
Total revenue
Operating expenses
Gross margin
Gross margin percent

Revenue

Same-unit
Acquired businesses
Total revenue
Operating expenses
Gross margin
Gross margin percent

2016

Year Ended December 31,

2015
(Dollars in thousands)

$ Change

% Change

$ 238,478 $ 244,493 $
-
244,493
202,138
42,355 $
17.3 %

29,128
267,606
223,487
44,119 $
16.5 %

(6,015 )
29,128
23,113
21,349
1,764

-2.5 %

9.5 %
10.6 %
4.2 %

2015

Year Ended December 31,

2014
(Dollars in thousands)

$ Change

% Change

$ 226,482 $ 224,898 $
—
224,898
186,002
38,896 $
17.3 %

18,011
244,493
202,138
42,355 $
17.3 %

1,584
18,011
19,595
16,136
3,459

0.7 %

8.7 %
8.7 %
8.9 %

2016 Compared to 2015

The Benefits and Insurance Services practice group revenue in 2016 grew by 9.5% to $267.6 million from $244.5 million in 2015,
primarily driven by $27.3 million of incremental revenue from the acquisition of The Savitz Organization (“Savitz”), Flex-Pay
Business Services, Inc. (“Flex-Pay”), Pension Resource Group, Inc. (“PRG”) and Cottonwood Group, Inc. (“Cottonwood”). The
same-unit revenue decrease in 2016 was primarily attributable to fewer recruiting projects in our human capital services group as well
as non-recurring actuarial projects in our retirement plan services group.

Operating expenses increased by $21.3 million in 2016 to 83.5% of revenue from 82.7% of revenue for the prior year. Personnel costs
increased by $16.8 million primarily due to the acquisitions as discussed above. Excluding acquisitions, personnel costs decreased
$1.1 million, due to decreased commissions paid to producers associated with decreased revenue. Occupancy costs increased $1.8
million primarily due to the acquisitions as discussed above.

2015 Compared to 2014

The Benefits and Insurance Services practice group revenue in 2015 grew by 8.7% to $244.5 million from $224.9 million in 2014,
primarily driven by $15.1 million of incremental revenue from the acquisition of Weeks & Callaway (“W&C”), Tegrit Group
(“Tegrit”) and Model Consulting, Inc. (“Model”). The same-unit revenue increase in 2015 was primarily driven by property and
casualty and a strong performance within its specialty program business, as well as an increase in carrier bonus payments.

Operating expenses increased by $16.1 million in 2015, but remained flat at 82.7% of revenue in 2015 and 2014. Personnel costs
increased by $11.5 million primarily due to the acquisitions as discussed above in revenue. Excluding acquisitions, personnel costs
increased slightly at $0.5 million. Occupancy costs increased $1.7 million primarily due to the acquisitions as discussed above, as well
as additional costs related to the relocation of the Kansas City, Missouri office.

National Practices

Revenue

Same-unit

Operating expenses
Gross margin
Gross margin percent

2016 Compared to 2015

2016

Year Ended December 31,
2015
(Dollars in thousands)

2014

30,919 $
27,697
3,222 $
10.4 %

29,533 $
26,417
3,116 $
10.6 %

29,455
26,798
2,657

9.0 %

Revenue in 2016 grew by 4.7% to $30.9 million from $29.5 million in 2015, primarily driven by our cost-plus contract with a single
client. Since 1999, this cost-plus contract has been renewed several times. The cost-plus contract is a five year contract with the most
recent renewal through December 31, 2018. Revenues from this single client accounted for approximately 70% of the National
Practice group’s revenue. Operating expenses increased by $1.3 million in 2016 and increased to 89.6% of revenue from 89.4% of
revenue for the prior year, mainly due to an increase in salaries and benefits.

2015 Compared to 2014

Revenue remained flat in 2015, but operating expenses decreased $0.4 million in 2015 and decreased to 89.4% of revenue from 91.0%
of revenue for the prior year, primarily due to lower legal fees incurred by the healthcare consulting business in 2015 compared to
2014.

LIQUIDITY

Our principal sources of liquidity are cash generated from operating activities and financing activities. Our cash flows from operating
activities are driven primarily by our operating results and changes in our working capital requirements while our cash flows from
financing activities are dependent upon our ability to access credit or other capital. We historically maintain low cash levels and apply
any available cash to pay down the outstanding debt balance.

Total cash provided by operating activities from continuing operations was $71.0 million in 2016 as compared to $47.4 million in
2015. We historically experience use of cash to fund working capital requirements during the first quarter of each fiscal year. This is
primarily due to the seasonal accounting and tax services period under the Financial Services practice group. Upon completion of the
seasonal accounting and tax services period, cash provided by operations during the remaining three quarters of the fiscal year
substantially exceeds the use of cash in the first quarter of the fiscal year.

Accounts receivable balances increase in response to the increase in first quarter revenue generated by the Financial Services practice
group. A significant amount of this revenue is billed and collected in subsequent quarters. 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. We experienced an increase to 76 days in 2016 from 72 days in 2015 mainly due to
the balance sheet impact of acquisitions. We provide DSO data because such data is commonly used as a performance measure by
analysts and investors and as a measure of our ability to collect on receivables in a timely manner.

The following table presents selected cash flow information (in thousands). For additional details, refer to the accompanying
Consolidated Statements of Cash Flows.

Year Ended December 31,
2015

2014

2016

Net cash provided by continuing operations
Operating cash flows provided by discontinued operations
Net cash provided by operating activities
Net cash used in investing activities
Investing cash flows provided by discontinued operations
Net cash used in investing activities
Net cash (used in) provided by financing activities
Increase (decrease) in cash and cash equivalents

70,655 $
387
71,042
(50,014 )
—
(50,014 )
(18,384 )
2,644 $

46,396 $
990
47,386
(6,957 )
8
(6,949 )
(40,566 )
(129 ) $

43,117
801
43,918
(64,334 )
416
(63,918 )
20,208
208

Operating Activities

Cash provided by operating activities was $71.0 million in 2016, compared with $47.4 million of cash provided by operating activities
in 2015. The net change in cash from operations was mainly due to a decrease in working capital and an increase in net income.
Working capital provided $17.2 million more cash flow in 2016 compared to 2015, primarily due to our ongoing effort to manage
payables and the timing of certain accrued liabilities. Net income increased by $6.0 million in 2016 compared to 2015.

Cash provided by operating activities was $47.4 million in 2015, compared with $43.9 million in 2015. The $3.5 million net increase
in cash provided by operating activities was primarily due to an increase in net income of $4.3 million.

Investing Activities

Cash used for investing activities in 2016 consisted primarily of $35.6 million related to the acquisitions of Savitz, Flex-Pay and Ed
Jacobs & Associates, Inc., as well as net activity related to funds held for clients of $4.8 million and the $4.1 million of additions to
property and equipment.

In 2015, cash used for investing activities consisted primarily of $10.5 million related to the acquisitions of Model, Cottonwood and
PRG, as well as capital expenditures of $7.4 million, partially offset by net activity related to funds held for clients of $11.1 million.

In 2014, cash used for investing activities consisted primarily of $36.2 million related to the acquisitions of W&C, Tegrit, Lewis Birch
& Ricardo, LLC, Clearview National Partners, LLC and Rognstad’s Inc. d.b.a. Sattler Insurance Agency, as well as net activity related
to funds held for clients of $18.6 million and $4.8 million of additions to property and equipment.

A further description of funds held for clients and client fund obligations is provided in Note 1, Organization and Summary of
Significant Accounting Policies, to the accompanying consolidated financial statements.

Financing Activities

Cash used for financing activities in 2016 consisted primarily of $14.4 million in net payments on our credit facility, as well as the
repurchase of CBIZ common stock at a cost of approximately $6.7 million and the purchase of shares withheld for taxes at a cost of
approximately $2.4 million.

In 2015, cash used for financing activities consisted primarily of $89.0 million for the extinguishment of our 2010 Notes, the
repurchase of CBIZ common stock for $36.5 million, mainly representing the repurchase of 3.8 million common shares available
under the Share Repurchase Program, as well as a net decrease of $12.6 million in client fund obligations as a result of timing of cash
receipts and related payments, partially offset by $98.4 million in net proceeds from the credit facility.

In 2014, cash provided by financing activities consisted primarily of $58.9 million in net proceeds under the credit facility, partially
offset by $30.6 million for the early retirement of a portion of our 2010 Notes.

CAPITAL RESOURCES

The following table presents our capital structure (in thousands).

Bank debt
Convertible notes, net
Total debt
Shareholders’ equity
Total capital

December 31,

2016
191,400 $
—
191,400
480,021
671,421 $

2015
205,800
750
206,550
427,948
634,498

Credit Facility

Our primary financing arrangement, the credit facility which matures in July 2019, is with Bank of America, N.A., as agent for a
group of eight participating banks. At December 31, 2016, we had $191.4 million outstanding under the credit facility, as well as
letters of credit and performance guarantees totaling $4.6 million. Available funds under the credit facility, based on the terms of the

commitment, were approximately $137.5 million at December 31, 2016. The credit facility provided flexibility to refinance our 2010
Notes, lowered our borrowing costs and allows for the allocation of funds for future strategic initiatives, including acquisitions and the
repurchase of CBIZ common stock, subject to the terms and conditions of the credit facility.

Borrowing Costs

Our weighted average interest rate was 2.43% under the credit facility in 2016 compared to 3.50% under the credit facility and 2010
Notes in 2015. The interest rate on the 2010 Notes was 7.50% in 2015.

Debt Covenant Compliance

Under the credit facility, we are required to meet certain financial covenants with respect to (i) total leverage ratio and (ii) a minimum
fixed charge coverage ratio. The Company was in compliance with its covenants as of December 31, 2016. Our ability to service our
debt and to fund future strategic initiatives will depend upon our ability to generate cash in the future.

For further discussion regarding our credit facility, see Note 8, Debt and Financing Arrangements, to the accompanying consolidated
financial statements.

Acquisitions

We completed six acquisitions in 2016 for approximately $40.0 million in cash, $21.1 million in contingent consideration and $2.1
million in CBIZ common stock. For further details on acquisitions, refer to Note 18, Acquisitions, to the accompanying consolidated
financial statements.

Share Repurchases

We repurchased 0.8 million shares of our common stock at a total cost of approximately $7.8 million in 2016 compared to 3.8 million
shares at a total cost of approximately $35.2 million in 2015. These repurchases do not include the purchase of shares withheld for tax
purposes under the stock incentive plan. Subsequent to December 31, 2016 up to the date of this filing, we repurchased approximately
0.2 million shares at a total cost of approximately $2.2 million under a Rule 10b5-1 trading plan, which allows us to repurchase shares
below a predetermined price per share.

Cash Requirements for 2017

Cash requirements for 2017 will include interest payments on debt, seasonal working capital requirements, acquisitions, share
repurchases and capital expenditures. We believe that cash provided by operations and borrowings available under our credit facility
will be sufficient to meet cash requirements for the next 12 months.

OBLIGATIONS AND COMMITMENTS

CBIZ’s aggregate amount of future obligations for the next five years and thereafter is set forth below (in thousands):

Credit facility (1)
Operating leases (2)
Contingent purchase price liabilities (3)
Other liabilities (4)

Total

Total
203,415
203,328
33,709
8,422
$ 448,874 $

2017

2018-2019

2020-2021

2022 and
Thereafter

198,764
4,651
56,746
30,572
16,528
16,322
4,260
2,895
55,805 $ 274,933 $

—
40,151
859
432
41,442 $

—
75,859
—
835
76,694

(1) Our $400 million credit facility matures in July 2019. Interest on the credit facility is not determinable due to the revolving

nature of the credit facility and the variability of the related interest rate. Dollar amounts are estimates based on applying the
2.43% weighted average rate of the credit facility at December 31, 2016 to the $191.4 million outstanding balance of the credit
facility at December 31, 2016.

(2) Operating leases include the minimum rent commitments under non-cancelable operating leases. Amount excludes cash

expected to be received under subleases.

(3) Represents contingent earnout liability that is expected to be paid over the next three years resulting from business acquisitions.
For the years ended December 31, 2017, 2018, 2019, and 2020 the cash only portions of the contingent earnout liability are
$10.5 million, $7.3 million, $6.5 million and $0.9 million, respectively, with the remaining contingent earnout liability
representing the stock portions.

(4) Other liabilities include; (i) $4.6 million related to letters of credit and license bonds; (ii) $2.8 million related to the purchase of
client lists; and (iii) $1.0 million related to federal and state income tax. For further discussion regarding commitments and
contingencies, refer to Note 11, Commitments and Contingencies, to the accompanying consolidated financial statements

The liability for unrecognized tax benefits of $4.1 million under Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 740, “Income Taxes,” is excluded, since we are unable to reasonably estimate the timing
of cash settlements with the respective tax authorities.

Off-Balance Sheet Arrangements

We maintain ASAs with independent CPA firms (as described more fully under “Business — Financial Services” and in Note 1,
Organization and Summary of Significant Accounting Policies, to the accompanying consolidated financial statements), which qualify
as variable interest entities. The accompanying consolidated financial statements do not reflect the operations or accounts of variable
interest entities as the impact is not material to the consolidated financial condition, results of operations, or cash flows of CBIZ.

We provide guarantees of performance obligations for a CPA firm with which we maintain an ASA. We had $1.9 million in potential
obligations at December 31, 2015, but no such obligation existed at December 31, 2016. The liability in 2015 was recorded as “Other
current liabilities” in the accompanying Consolidated Balance Sheets.

We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits. Letters of credit totaled $2.3
million at December 31, 2016 and 2015. 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, 2016 and 2015, respectively.

We have various agreements under which we may be obligated to indemnify the other party with respect to certain matters. Generally,
these indemnification clauses are included in contracts arising in the normal course of business under which we customarily agree to
hold the other party harmless against losses arising from a breach of representations, warranties, covenants or agreements, related to
matters such as title to assets sold and certain tax matters. Payment by CBIZ under such indemnification clauses are generally
conditioned upon the other party making a claim. Such claims are typically subject to challenge by CBIZ and to dispute resolution
procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or
amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to
predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our
obligations and the unique facts of each particular agreement. Historically, we have not made any payments under these agreements
that have been material individually or in the aggregate. As of December 31, 2016, we were not aware of any obligations arising under
indemnification agreements that would require material payments.

Interest Rate Risk Management

We utilize interest rate swaps to manage interest rate risk exposure associated with our floating-rate debt under the credit facility. We
do not purchase or hold any derivative instruments for trading or speculative purposes. Under these interest rate swap contracts, we
receive cash flows from counterparties at variable rates based on the London Interbank Offered Rate (“LIBOR”) and pay the
counterparties a fixed rate. To mitigate counterparty credit risk, we only enter into contracts with selected major financial institutions
with investment grade ratings and continually assess their creditworthiness. There are no credit risk-related contingent features in our
interest rate swaps nor do the swaps contain provisions under which the Company would be required to post collateral.

During the first quarter of 2016, we entered into an interest rate swap with a notional value of $10.0 million and maturity tenor of 5
years. During the fourth quarter of 2015, we entered into three interest rate swaps. The notional hedged amounts were $10.0 million,
$15.0 million and $25.0 million, with maturity tenors of 2, 3 and 5 years, respectively. For further details on our interest rate swaps,
refer to Note 8, Debt and Financing Arrangements, to the accompanying consolidated financial statements.

In connection with payroll services provided to clients, we collect funds from our clients’ accounts in advance of paying these client
obligations. These funds held for clients are segregated and invested in accordance with the Company’s investment policy, which
requires that all investments carry an investment grade rating at the time of initial investment. The interest income on these
investments mitigates the interest rate risk for the borrowing costs of our credit facility, as the rates on both the investments and the
outstanding borrowings against the credit facility are based on market conditions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations are based on our consolidated financial
statements, which have been prepared in accordance with GAAP. The preparation of financial statements in accordance with GAAP
requires that we make estimates and assumptions that affect the amounts reported in the consolidated financial statements and
accompanying notes. Management’s estimates and assumptions are derived from and are continually evaluated based upon available
information that we believe to be reasonable under the circumstances. We employ judgment in making our estimates and assumptions
but they are based on historical experience. Actual results could differ from those estimates. The policies discussed below address the
most critical accounting policies which are the most important to the portrayal of our financial statements and require the most
difficult, subjective and complex judgments. Significant accounting policies are described more fully in Note 1, Organization and
Summary of Significant Accounting Policies, to the accompanying consolidated financial statements.

Revenue Recognition: Revenue is recognized when all of the following criteria are satisfied: persuasive evidence of a sales
arrangement exists; delivery has occurred or service has been rendered; the fee to the client is fixed or determinable; and collectability
is reasonably assured. Contract terms are typically contained in a signed agreement with the client (or when applicable, other third
parties) which generally defines the scope of services to be provided, pricing of services, and payment terms generally ranging from
invoice date to 90 days after invoice date. Billing may occur prior to, during, or upon completion of the service. We typically do not
have acceptance provisions or right of refund arrangements included in these agreements. Contract terms vary depending on the scope
of services provided, the deliverables, and the complexity of the engagement.

We offer a vast array of products and business services to our clients, delivered through our practice groups. CBIZ has three major
streams of revenue; (i) services performed for a fee; (ii) commissions and (iii) contingent arrangements. A description of revenue
recognition, as it relates to our streams of revenue and practice groups, is provided in more detail in Note 1, Organization and
Summary of Significant Accounting Policies, to the accompanying consolidated financial statements.

Valuation of Accounts Receivable and Notes Receivable: Management determines the valuation of accounts receivable (including
unbilled accounts receivable) and notes receivable, and the adequacy of the allowance for doubtful accounts based on estimates of
losses related to the respective receivable balance. Management analyzes historical bad debts, client credit-worthiness, the age of
accounts receivable and current economic trends and conditions when evaluating the adequacy of the allowance for doubtful accounts
and the collectability of notes receivable. Significant management judgments and estimates must be made and used in connection with
establishing the allowance for doubtful accounts for each accounting period. Material differences may result if facts and circumstances
change in relation to the original estimation.

Valuation of Goodwill: A significant portion of our assets is goodwill. At December 31, 2016, the carrying value of goodwill totaled
$487.5 million, compared to total assets of $1.1 billion and total shareholders’ equity of $480.0 million. CBIZ utilizes the acquisition
method of accounting for all business combinations. Goodwill is recorded when the cost of acquired businesses exceeds the fair value
of the identifiable net assets acquired. In accordance with GAAP, goodwill is not amortized, but rather is tested for impairment
annually, or between annual tests if an event occurs or circumstances change that would more likely than not (defined as a likelihood
of more than 50%) reduce the fair value of a reporting unit below its carrying value.

We test goodwill for impairment on an annual basis during the fourth quarter, with the option to perform a qualitative assessment to
determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a
reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the
fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying
amount. If under the quantitative assessment the fair value of a reporting unit is less than its carrying amount, then the amount of the
impairment loss, if any, must be measured. Any such impairment charge would reduce earnings and could be material. Events and
conditions that could result in impairment include a sustained drop in the market price of our common stock, increased competition or
loss of market share.

At November 1, 2016, we applied the principles as prescribed in FASB ASC Topic 350, “Intangibles – Goodwill and Other” in order
to complete our goodwill impairment test. After considering changes to assumptions used in our most recent quantitative testing for
each reporting unit, including the capital market environment, economic and market conditions, industry competition and trends, the
Company’s weighted average cost of capital, changes in management and key personnel, the price of the Company’s common stock,
changes in our results of operations, the magnitude of the excess of fair value over the carrying amount of each reporting unit as
determined in our most recent quantitative testing, and other factors, we concluded that it was more likely than not that the fair values
of each of our reporting units were more than their respective carrying values and, therefore, did not perform a quantitative analysis.

For further discussion regarding goodwill, refer to Note 4, Goodwill and Other Intangible Assets, Net, to the accompanying
consolidated financial statements.

Long-Lived Assets: Long-lived assets primarily consist of property and equipment and intangible assets, which include client lists
and non-compete agreements. The intangible assets are amortized over their expected periods of benefit, which generally ranges from
two to fifteen years. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying value of such assets or groups of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is
assessed based on a comparison of the undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset
is written down to its estimated fair value based on a discounted cash flow analysis or market comparable method. Determining the
fair value of long-lived assets includes significant judgment by management, and different judgments could yield different results.

Loss Contingencies: Loss contingencies, including litigation claims, are recorded as liabilities when it is probable that a liability has
been incurred and the amount of the loss is reasonably estimable. Contingent liabilities are often resolved over long time periods.
Estimating probable losses requires analysis that often depends on judgment about potential actions by third parties.

Income Taxes: Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets and
liabilities involves management judgment. Management estimates an annual effective tax rate (which takes into consideration
expected full-year results), which is applied to the Company’s quarterly operating results to determine the provision for income tax
expense. In the event there is a significant, unusual or infrequent item recognized in the quarterly operating results, the tax attributable
to that item is recorded in the interim period in which it occurs. In addition, reserves are established for uncertain tax positions and
contingencies. See Note 7, Income Taxes, to the accompanying consolidated financial statements for further information.

Circumstances that could cause CBIZ’s estimates of effective income tax rates to change include the impact of information that
subsequently becomes available as CBIZ prepares its corporate income tax returns; the level of actual pre-tax income; revisions to tax
positions and valuation allowances taken as a result of further analysis and consultation; the restructuring of legal entities; the receipt
and expected utilization of federal and state income tax credits; and changes mandated as a result of audits by taxing authorities.
Management believes it makes reasonable judgments using all significant information available when estimating income taxes.

Other Significant Policies: Other significant accounting policies, not involving the same level of management judgment and
uncertainty as those discussed above, are also critical in understanding the consolidated financial statements. Those policies are
described in Note 1, Organization and Summary of Significant Accounting Policies, to the accompanying consolidated financial
statements.

Recent Accounting Pronouncements: Refer to Note 1, Organization and Summary of Significant Accounting Policies, to the
accompanying consolidated financial statements for a description of recent accounting pronouncements, which is incorporated herein
by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

receive cash flows from counterparties at variable rates based on LIBOR and pay the counterparties a fixed rate. To mitigate
counterparty credit risk, we only enter into contracts with selected major financial institutions with investment grade ratings and
continually assess their creditworthiness. 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.

 During the first quarter of 2016, we entered into an interest rate swap with a notional value of $10.0 million and maturity

tenor of 5 years.

 During the fourth quarter of 2015, we entered into three interest rate swaps. The notional hedged amounts were $10.0

million, $15.0 million and $25.0 million, with maturity tenors of 2, 3 and 5 years, respectively.

See Note 5, 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.
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 our credit facility. Our balance outstanding under the credit facility at December 31, 2016 was $191.4 million, of
which $131.4 million is subject to rate risk. If market rates were to increase or decrease 100 basis points from the levels at
December 31, 2016, interest expense would increase or decrease approximately $1.3 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. In accordance with the Company’s 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. Refer to Notes 5, Financial Instruments,
and Note 6, Fair Value Measurements, to the accompanying consolidated financial statements for further discussion regarding these
investments and the related fair value assessments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Financial Statements, together with the notes thereto and the reports of KPMG LLP dated March 9, 2017 thereon, and the
Supplementary Data required hereunder, are included in this Annual Report as set forth in Item 15(a) hereof and are incorporated
herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Management has evaluated the effectiveness of the Company’s disclosure controls and procedures (“Disclosure Controls”) as of the
end of the period covered by this report. This evaluation (“Controls Evaluation”) was done with the participation of CBIZ’s Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Disclosure Controls are controls and other procedures that are
designed to ensure that information required to be disclosed by the Company in the reports that CBIZ files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure Controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by CBIZ in the reports that it files under the Exchange Act is accumulated and communicated to management, including the CEO and
CFO, as appropriate to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls

Management, including the Company’s CEO and CFO, does not expect that its Disclosure Controls or its internal control over
financial reporting (“Internal Controls”) will prevent all errors and all fraud. Although CBIZ’s Disclosure Controls are designed to
provide reasonable assurance of achieving their objective, a control system, no matter how well conceived and operated, can provide
only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects
limitations on resources, and the benefits of a control system must be considered relative to its costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud, if any, within CBIZ have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by management override of a control. A design of a control
system is also based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of
changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon the Controls Evaluation, the Company’s CEO and CFO have concluded that as of the end of the period covered by this
report, CBIZ’s Disclosure Controls are effective at the reasonable assurance level described above.

There were no changes in the Company’s Internal Controls that occurred during the quarter ended December 31, 2016 that have
materially affected, or are reasonably likely to materially affect, CBIZ’s Internal Controls.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision of management, including the
Company’s CEO and CFO, CBIZ conducted an evaluation of its internal control over financial reporting based on the framework
provided in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO Framework). Based on this evaluation, the Company’s management has concluded that CBIZ’s internal
control over financial reporting was effective as of December 31, 2016.

CBIZ’s independent auditor, KPMG LLP, an independent registered public accounting firm, has issued an audit report on the
effectiveness of CBIZ’s internal control over financial reporting which appears in Item 8 of this Annual Report.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Information with respect to this item not included below is incorporated by reference from CBIZ’s Definitive Proxy Statement for the
2017 Annual Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of CBIZ’s fiscal year.

CBIZ has adopted a Code of Professional Conduct and Ethics Guide that applies to its principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions. CBIZ’s Code of Professional Conduct and
Ethics Guide is available on the investor information page of CBIZ’s website, located at http://www.cbiz.com, and in print to any
shareholder who requests them. Any waiver or amendment to the code will be posted on CBIZ’s website.

Executive Officers, Directors and Key Employees of the Registrant:

The following table sets forth certain information regarding the directors, executive officers and certain key employees of CBIZ. Each
executive officer and director of CBIZ named in the following table has been elected to serve until his successor is duly appointed or
elected or until his earlier removal or resignation from office. No arrangement or understanding exists between any executive officer
of CBIZ and any other person pursuant to which he or she was selected as an officer.

Name
Executive Officers and Directors:
Steven L. Gerard (1)
Jerome P. Grisko, Jr. (1)
Rick L. Burdick (1)(3)
Michael H. DeGroote (3)
Joseph S. DiMartino (2)(3)(4)
Gina D. France (3)
Sherrill W. Hudson (2)(3)
Todd J. Slotkin (2)(3)(4)
Donald V. Weir (2)(3)
Benaree Pratt Wiley (3)(4)
Ware H. Grove
Chris Spurio
Michael P. Kouzelos
Richard E. Mills
Michael W. Gleespen
Other Key Employees:
John A. Fleischer
Mark M. Waxman
Teresa E. Bur
Bruce J. Kowalski
Cynthia L. Sobe
Andrew K. Dambrosio

Age Position(s)

71 Chairman
55 President & Chief Executive Officer, Director
65 Lead Director and Vice Chairman
56 Director
73 Director
58 Director
73 Director
63 Director
75 Director
70 Director
66 Senior Vice President and Chief Financial Officer
51 President, Financial Services
48 President, Benefits and Insurance Services
61 Chief Operating Officer, Financial Services
58 Secretary and General Counsel

55 Senior Vice President and Chief Information Officer
60 Senior Vice President and Chief Marketing Officer
52 Senior Vice President and Chief Human Resources Officer
56 Vice President, Tax
49 Treasurer
59 Controller

(1) Member of Executive Management Committee

(2) Member of Audit Committee

(3) Member of Nominating & Governance Committee

(4) Member of Compensation Committee

Steven L. Gerard was appointed Chief Executive Officer and Director of CBIZ in October 2000 and served as Chief Executive Officer
until his retirement in March 2016. Mr. Gerard was elected by the Board to serve as its Chairman in October 2002, where he continues to
serve as non-executive Chairman following his retirement as Chief Executive Officer. Mr. Gerard was Chairman and Chief Executive
Officer of Great Point Capital, Inc., a provider of operational and advisory services from 1997 to October 2000. From 1991 to 1997, he
was Chairman and Chief Executive Officer of Triangle Wire & Cable, Inc. and its successor Ocean View Capital, Inc. Mr. Gerard’s prior
experience includes 16 years with Citibank, N.A. in various senior corporate finance and banking positions. Further, Mr. Gerard served
seven years with the American Stock Exchange, where he last served as Vice President of the Securities Division. Mr. Gerard also serves
on the Boards of Directors of Lennar Corporation, Joy Global, Inc. and Las Vegas Sands Corporation.

Jerome P. Grisko, Jr. was appointed to the CBIZ Board in November, 2015. Mr. Grisko was appointed Chief Executive Officer in
March 2016, and has served as President since February 2000. He was Chief Operating Officer from February 2000 until his
appointment as Chief Executive Officer. Mr. Grisko joined CBIZ as Vice President, Mergers & Acquisitions in September 1998 and
was promoted to Senior Vice President, Mergers & Acquisitions and Legal Affairs in December of 1998. Prior to joining CBIZ,
Mr. Grisko was associated with the law firm of Baker & Hostetler LLP, where he practiced from September 1987 until September
1998, serving as a partner of such firm from January 1995 to September 1998. While at Baker & Hostetler, Mr. Grisko concentrated
his practice in the area of mergers, acquisitions and divestitures.

Rick L. Burdick has served as a Director of CBIZ since October 1997, when he was elected as an independent director. On May 17,
2007, Mr. Burdick was elected by the Board to be its Lead Director, a non-officer position. Previously, in October 2002, he was
elected by the Board as Vice Chairman, a non-officer position. Mr. Burdick has been a partner at the law firm of Akin Gump Strauss
Hauer & Feld LLP since April 1988. Mr. Burdick serves on the Board of Directors of AutoNation, Inc.

Michael H. DeGroote, son of CBIZ founder Michael G. DeGroote, was appointed a Director of CBIZ in November 2006.
Mr. DeGroote currently serves as President of Westbury International, a full-service real estate development company, specializing in
commercial/industrial land, residential development and property management. Prior to joining Westbury, Mr. DeGroote was Vice
President of MGD Holdings and previously held a management position with Cooper Corporation, and previously served on the Board
of Directors of Progressive Waste Solutions Ltd. He served on the Board of Governors of McMaster University in Hamilton, Ontario.

Joseph S. DiMartino has served as a Director of CBIZ since November 1997, when he was elected as an independent director.
Mr. DiMartino has been Chairman of the Boards of the funds in The Dreyfus Family of Funds since January 1995. Mr. DiMartino
served as President, Chief Operating Officer and Director of The Dreyfus Corporation from October 1982 until December 1994 and
also served as a director of Mellon Bank Corporation. Mr. DiMartino served on the Boards of SunAir Services Corp., LEVCOR
International, Inc., The Newark Group and the Muscular Dystrophy Association.

Gina D. France was appointed to the CBIZ Board in February, 2015. Ms. France founded France Strategic Partners, LLC, a strategy
and transaction advisory firm, and has served as its President and Chief Executive Officer since 2003. Ms. France has over 30 years of
experience in strategy, investment banking and corporate finance. Prior to founding France Strategic Partners, Ms. France was a
Managing Director with Ernst & Young, LLP and directed the Firm’s Center for Strategic Transactions. Prior to her work with
Ernst & Young, Ms. France was a Senior Vice President with Lehman Brothers, Inc. Ms. France serves on the boards of Huntington
Bancshares, Inc. and Cedar Fair, L.P. and has previously served on the boards of FirstMerit Corporation, Dawn Food Products, Inc.
and Mack Industries.

Sherrill W. Hudson was appointed to the CBIZ Board in February, 2015. Until July 2016, upon the sale of the Company, Mr. Hudson
was Chairman of the Board of TECO Energy, Inc. and was a member of its board since January 2003. He was executive chairman
from August 2010 to December 2012, after having served as Chairman and Chief Executive Officer since July 2004. Mr. Hudson also
serves on the boards of Lennar Corporation and United Insurance Holdings Corporation. He served on the Publix Super Markets, Inc.
board from January 2003 until April 2015. Mr. Hudson is also Chairman of the Florida Chapter of the National Association of
Corporate Directors. Mr. Hudson retired from Deloitte & Touche, LLP in August 2002, after 37 years of service.

Todd J. Slotkin has served as a Director of CBIZ since September 2003, when he was elected as an independent director. Mr. Slotkin has
served as the Global Business Head of Alvarez & Marsal’s Asset Management Services. Mr. Slotkin is also an independent director of the
Apollo Closed End Fund Complex (Apollo Floating Rate Fund, Apollo Tactical Income Fund). In 2011, Mr. Slotkin was appointed the
Managing Partner of Newton Pointe LLC, an advisory firm, a position he also held during the period 2007-2008. Mr. Slotkin served on
the Board of Martha Stewart Living Omnimedia from 2008 to 2012, and was head of its Audit Committee and Special Committee.
Between 2008 and 2010, Mr. Slotkin was a Senior Managing Director of Irving Place Capital. From 2006 to 2007 Mr. Slotkin served as a
Managing Director of Natixis Capital Markets. From 1992 to 2006, Mr. Slotkin served as a SVP (1992-1998) and EVP and Chief
Financial Officer (1998-2006) of MacAndrews & Forbes Holdings Inc. Additionally, he was the Executive Vice President and Chief
Financial Officer of publicly owned M&F Worldwide (1998-2006). Prior to 1992, Mr. Slotkin spent 17 years with Citigroup, ultimately
serving as Senior Managing Director and Senior Credit Officer. He was the Global Head of Citigroup’s Leveraged Capital Group.
Mr. Slotkin is a co-founder of the Food Allergy Research & Education, Inc., formerly known as the Food Allergy Initiative.

Donald V. Weir has served as a Director of CBIZ since September 2003, when he was elected as an independent director. Mr. Weir is
Vice President of Private Equity for Sanders Morris Harris Group Inc. (“SMHG”) and has been with SMHG for the past fourteen
years. Prior to this Mr. Weir was Chief Financial Officer and director of publicly-held Deeptech International Inc. and two of its
subsidiaries, Tatham Offshore, Inc. and Leviathan Gas Pipeline Company, both of which were publicly-held companies. Prior to his
employment with Deeptech, Mr. Weir worked for eight years with Sugar Bowl Gas Corporation, as Controller and Treasurer and later
in a consulting capacity. Mr. Weir was associated with Price Waterhouse, an international accounting firm, from 1966 to 1979.

Benaree Pratt Wiley has served as a Director of CBIZ since May 2008, when she was elected as an independent director. Ms. Wiley is
a Principal of The Wiley Group, a firm specializing in personnel strategy, talent management, and leadership development primarily
for global insurance and consulting firms. Ms. Wiley served as the President and Chief Executive Officer of The Partnership, Inc., a
talent management organization for multicultural professionals in the greater Boston region for fifteen years before retiring in 2005.
Ms. Wiley is currently a director on the boards of The Dreyfus Family of Funds and Blue Cross and Blue Shield of Massachusetts.
Her civic activities include serving on the boards of the Efficacy Institute, Howard University and Dress for Success Boston.

Ware H. Grove has served as Senior Vice President and Chief Financial Officer of CBIZ since December 2000. Before joining CBIZ,
Mr. Grove served as Senior Vice President and Chief Financial Officer of Bridgestreet Accommodations, Inc., which he joined in
early 2000 to restructure financing, develop strategic operating alternatives, and assist with merger negotiations. Prior to joining
Bridgestreet, Mr. Grove served for three years as Vice President and Chief Financial Officer of LESCO, Inc. Since beginning his
career in corporate finance in 1972, Mr. Grove has held various financial positions with large companies representing a variety of
industries, including Revco D.S., Inc., Computerland/Vanstar, Manville Corporation, The Upjohn Company, and First of America
Bank. Mr. Grove served on the Board of Directors for Applica, Inc. (NYSE: APN) from September 2004 through January 2007, at
which time the company was sold to a private equity firm.

Chris Spurio was appointed Senior Vice President of CBIZ and President of CBIZ’s Financial Services practice group, effective
January 1, 2014. Mr. Spurio joined CBIZ in January 1998 and served as Corporate Controller until July 1999. He then served as Vice
President of Finance from July 1999 until September 2008. Mr. Spurio served as Executive Managing Director of the Financial
Services Group’s Midwest Region from September 2008 through March 2010, and as the Group’s Chief Operating Officer from
March 2010 through December 2013. Mr. Spurio was associated with KPMG LLP, an international accounting firm, from July 1988
to January 1998. Mr. Spurio is a CPA, CGMA and a member of the American Institute of Certified Public Accountants and the Ohio
Society of Certified Public Accountants.

Michael P. Kouzelos joined CBIZ in June 1998 and has held several positions in the Company. He was appointed President of the
Benefits & Insurance practice group in May 2015, and was appointed Senior Vice President of Strategic Initiatives in September 2005.
Mr. Kouzelos also served as the Chief Operating Officer of the Benefits & Insurance division between April 2007 and May 2015, as
Vice President of Strategic Initiatives from April 2001 through August 2005, as Vice President of Shared Services from August 2000
to March 2001, and as Director of Business Integration from June 1998 to July 2000. Mr. Kouzelos was associated with KPMG LLP,
an international accounting firm, from 1990 to September 1996 and received his Master of Business Administration degree from The
Ohio State University in May of 1998.

Richard E. Mills has served as the Chief Operating Officer of CBIZ’s Financial Services practice group since January 2014. Prior to
this appointment, Mr. Mills was President of CBIZ MHM, LLC — Kansas City, and responsible for offices in St. Louis, Topeka,
Wichita and Tulsa. His responsibilities at a corporate level include business development, marketing, strategic planning, national
training and organizational efficiency. Mr. Mills has also served as the Kansas City and Midwest Regional Attest Leader, and for
many years consulted with clients on a variety of topics, including acquisitions, strategic planning, succession planning and improving
profitability. His clients included not-for-profit organizations, construction companies, manufacturing and distribution companies.
Mr. Mills began his career with Mayer Hoffman McCann in 1978.

Michael W. Gleespen has served as Corporate Secretary since April 2001 and General Counsel since June 2001. Mr. Gleespen is an
attorney and has served as CBIZ’s Vice President of Regulatory Compliance and Accountancy Compliance Officer and Technical
Director since February 1998. Prior to joining CBIZ, Mr. Gleespen was an Assistant Ohio Attorney General in the Business &
Government Regulation Section and the Court of Claims Defense Section from 1988 until 1998, during which time he was counsel to
the Ohio Accountancy Board, the Ohio State Teachers Retirement System and represented many other state departments and agencies.
Mr. Gleespen also held the post of Associate Attorney General for Pension, Disability and Annuity Plans and was the Co-Chairman of
the Public Pension Plan Working Group.

Other Key Employees:

John A. Fleischer has served as Senior Vice President and Chief Information Officer of CBIZ since August 2014. Prior to joining
CBIZ, Mr. Fleischer held CIO roles at TTT Holdings (a Talisman Capital Partners company), Ferro Corporation, The Goodyear
Tire & Rubber Company and T-Systems. He began his career in the United States Army and served in numerous senior leadership
roles, which included directing large-scale systems development and integration projects in communications and computing.

Mark M. Waxman has served as Chief Marketing Officer since 2001. Mr. Waxman has over thirty years of experience in marketing and
branding. Prior to joining CBIZ, he was Chief Executive Officer/Creative Director of one of Silicon Valley’s most well-known
advertising agencies, Carter Waxman. He was also a founding partner of SK Consulting (acquired by CBIZ in 1998) providing strategic
marketing and branding services to a wide range of companies and industries. Mr. Waxman has been a featured marketing columnist and

contributor to many business and trade publications, and currently serves on the Advisory Board of several Silicon Valley start-ups. He
currently serves on the Board of Trustees of Silicon Valley Creates and the West Valley Mission Foundation, and has served as the
Chairman of the Board for the Silicon Valley Chamber of Commerce, Artsopolis.com, and The San Jose Repertory Theatre.

Teresa E. Bur has been responsible for the Human Resources function at CBIZ since 1999 when she was appointed Vice President of
Human Resources. Her role was elevated in 2006 when she was appointed Senior Vice President and again in 2014 when she was
appointed Chief Human Resources Officer. From 1995 to 1999 Ms. Bur served as Director of Human Resources for Robert D.
O’Byrne & Associates, Inc. and The Grant Nelson Group, Inc., subsidiaries of CBIZ now known as CBIZ Benefits and Insurance
Services, Inc. Ms. Bur served as an Executive Board member of CBIZ Women’s Advantage from 2006-2014 where she chaired the
Professional Development committee. Ms. Bur has over 25 years of experience in human resources, is an active member of the
Society of Human Resources Management, and is certified as a SPHR and SHRM — SCP.

Bruce J. Kowalski joined CBIZ in December 2003 as Corporate Tax Manager and was appointed Vice President — Tax in April 2008.
Mr. Kowalski has more than thirty years of corporate tax experience, beginning his career in 1982 with Price Waterhouse and holding
various corporate tax positions with The Scott Fetzer Company and UCAR Carbon Company Inc. Mr. Kowalski is a CPA (inactive)
and received his Masters of Taxation degree from the University of Akron.

Cynthia L. Sobe joined CBIZ in August 2016 as Treasurer. Prior to joining CBIZ, Ms. Sobe served as Vice President, Corporate
Treasurer for Crowne Group, LLC from November 2014 through January 2016. Prior to joining Crowne Group, LLC, Ms. Sobe was
Vice President, Chief Financial Officer of AMRESCO, LLC (a division of VWR) from October 2012 to October 2014. Prior to
joining AMRESCO, LLC, Ms. Sobe held various financial and accounting positions with companies representing a variety of
industries, including Associated Materials, LLC, Jo-Ann Stores, LLC, Revco D.S., Inc., and Ernst & Young, LLP. Ms. Sobe is a CPA
(inactive), and she received a Master of Business Administration from Case Western Reserve University in May 2000. Ms. Sobe is a
member of the American Institute of Certified Public Accountants and the Association for Financial Professionals.

Andrew K. Dambrosio joined CBIZ in September 2012 as Controller. Prior to joining CBIZ, Mr. Dambrosio served as Controller and
Executive Director of Financial Planning and Analysis for American Greetings Corporation’s North American Greeting Card Division
from January 2004 through February 2012. Prior to joining American Greetings Corporation, Mr. Dambrosio was Corporate
Controller for LESCO, Inc. from December 2000 through January 2004. Since beginning his career in 1979, Mr. Dambrosio has held
various financial and accounting positions with companies representing a variety of industries, including American Greetings.COM,
Picker International, Inc., Medusa Corporation and NACCO Industries, Inc. Mr. Dambrosio is a CPA and a member of the American
Institute of Certified Public Accountants and the Ohio Society of Certified Public Accountants.

ITEM 11. EXECUTIVE COMPENSATION.

Information with respect to this item is incorporated by reference from CBIZ’s Definitive Proxy Statement for the 2017 Annual
Stockholders’ Meeting to be filed with the SEC no later than 120 days after the end of CBIZ’s fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

PART IV

ITEM 15. EXHIBITS.

(a) The following documents are filed as part of this Annual Report or incorporated by reference:

1. Financial Statements.

As to financial statements and supplementary information, reference is made to “Index to Financial Statements” on page F-1 of
this Annual Report.

2. Exhibits.

The following documents are filed as exhibits to this Form 10-K pursuant to Item 601 of Regulation S-K. Since its
incorporation, CBIZ has operated under various names including: Republic Environmental Systems, Inc.; International Alliance
Services, Inc.; Century Business Services, Inc.; and CBIZ, Inc. Exhibits listed below refer to these names collectively as “the
Company”.

Exhibit
No.

2.1

2.2

3.1

3.2

3.3

3.4

3.5

3.6

3.7

4.1

4.2

4.3

Description

Purchase Agreement, dated November 24, 2008, among CBIZ, Inc., CBIZ Accounting Tax & Advisory of New York, LLC,
Mahoney Cohen & Company, CPA, P.C., Mahoney Cohen Consulting Corp., Mahoney Cohen Family Office Services LLC
and the members of Mahoney Cohen Family Office Services LLC (filed as Exhibit 2.1 to the Company’s Report on Form
8-K, File No. 001-32961, dated November 25, 2008, and incorporated herein by reference).

Stock Purchase Agreement dated July 26, 2013, among CBIZ Operations, Inc. and Zotec Partners, LLC (filed as Exhibit 2.1
to the Company’s Report on Form 8-K, File No. 001-32961, dated August 1, 2013, and incorporated herein by reference).

Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Registration
Statement on Form 10, File No. 0-25890, and incorporated herein by reference).

Certificate of Amendment of the Certificate of Incorporation of the Company dated October 17, 1996 (filed as Exhibit 3.2
to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, File No. 000-25890, dated
March 31, 1997, and incorporated herein by reference).

Certificate of Amendment to the Certificate of Incorporation of the Company effective December 23, 1997 (filed as Exhibit
3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 000-25890, dated
February 18, 1998, and incorporated herein by reference).

Certificate of Amendment of the Certificate of Incorporation of the Company dated September 10, 1998 (filed as Exhibit
3.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998, File No. 000-25890, dated
March 4, 1999, and incorporated herein by reference).

Certificate of Amendment of the Certificate of Incorporation of the Company, effective August 1, 2005 (filed as Exhibit 3.5
to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, File No. 000-25890, dated
March 16, 2006, and incorporated herein by reference).

Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the Company’s Registration Statement on Form 10,
File No. 000-25890, and incorporated herein by reference).

Amendment to Amended and Restated Bylaws of the Company dated November 1, 2007 (filed as Exhibit 3.1 to the
Company’s Report on Form 8-K, File No. 001-32961, dated November 1, 2007, and incorporated herein by reference).

Form of Stock Certificate of Common Stock of the Company (filed as Exhibit 4.1 to the Company’s Annual Report Form
10-K for the year ended December 31, 1998, File No. 000-25890, dated March 4, 1999, and incorporated herein by
reference).

Employee Stock Investment Plan (filed as Exhibit 4.4 to the Company’s Report on Form S-8, File No. 000-333-62148,
dated June 1, 2001, and incorporated herein by reference).

Indenture, dated as of May 30, 2006, between CBIZ, Inc. and U.S. Bank National Association as Trustee (filed as Exhibit
4.1 to the Company’s Report on Form 8-K, File No. 000-25890, dated May 30, 2006, and incorporated herein by
reference).

Exhibit
No.

4.4

4.5

Description

Registration Rights Agreement, dated as of May 30, 2006, between CBIZ, Inc. and Banc of America Securities, LLC (filed
as Exhibit 4.2 to the Company’s Report on Form 8-K, File No. 000-25890, dated May 30, 2006, and incorporated herein by
reference).

Indenture, dated as of September 27, 2010, between CBIZ, Inc. and U.S. Bank National Association as Trustee (filed as
Exhibit 4.1 to the Company’s Report on Form 8-K, File No. 0001-32961, dated September 27, 2010, and incorporated
herein by reference).

10.1 †

2002 Stock Incentive Plan (filed as Appendix A to the Company’s Proxy Statement for the 2002 Annual Meeting of
Stockholders, File No. 000-25890, dated April 1, 2002, and incorporated herein by reference).

10.2 †

10.3 †

10.4 †

10.5 †

10.6

10.7

10.8 †

10.9 †

10.10

Severance Protection Agreement by and between the Company and Jerome P. Grisko, Jr. (filed as Exhibit 10.11 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 000-25890, dated April 2, 2001,
and incorporated herein by reference).

Employment Agreement by and between the Company and Ware H. Grove (filed as Exhibit 10.14 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2000, File No. 000-25890, dated April 2, 2001, and
incorporated herein by reference).

First Amended and Restated Employment Agreement by and between the Company and Steven L. Gerard dated March 22,
2007 (filed as Exhibit 99.1 to the Company’s Report on Form 8-K, File No. 001-32961, dated March 23, 2007, and
incorporated herein by reference).

Employment Agreement by and between the Company and David J. Sibits, dated April 17, 2007 (filed as Exhibit 10.8 to
the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 001-32961, dated March 17,
2008, and incorporated herein by reference).

Stock and Option Purchase Agreement dated September 14, 2010, by and among Westbury (Bermuda) Ltd., Westbury
Trust, Michael G. DeGroote, and CBIZ, Inc. (filed as Exhibit 10.1 to the Company’s Report on Form 8-K, File No. 001-
32961, dated September 17, 2010, and incorporated herein by reference).

Purchase Agreement, dated as of September 21, 2010, between CBIZ, Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the initial purchasers named in Schedule A thereto (filed as Exhibit 10.1 to the
Company’s Report on Form 8-K, File No. 001-32961, dated September 27, 2010, and incorporated herein by reference).

Amended Employment Agreement by and between the Company and Ware H. Grove, dated November 22, 2010 (filed as
Exhibit 99.1 to the Company’s Report on Form 8-K, File No. 001-32961, dated November 24, 2010, and incorporated
herein by reference).

CBIZ, Inc. 2002 Amended and Restated Stock Incentive Plan (Amended and Restated as of May 12, 2011), (filed as
Exhibit 10.1 to the Company’s Report on Form 10-Q, File No. 001-32961, dated August 9, 2011, and incorporated herein
by reference).

Stock Purchase Agreement, dated July 26, 2013, among CBIZ, Inc., Westbury (Bermuda) Ltd., Westbury Trust, and
Michael G. DeGroote (filed as Exhibit 10.1 to the Company’s Report on Form 8-K, File No. 001-32961, dated August 1,
2013, and incorporated herein by reference).

10.11 †

2014 Stock Incentive Plan and 2002 Amended and Restated Stock Incentive Plan (filed as Exhibit 4.2 to Form S-8, dated
July 7, 2014, and incorporated herein by reference).

10.12

10.13

10.14

Credit Agreement, dated as of July 28, 2014, by and among CBIZ, Inc., Bank of America, N.A., as administrative agent,
and other participating financial institutions (filed as Exhibit 10.1 to the Company’s Report on Form 8-K, File No. 001-
32961, dated August 1, 2014, and incorporated herein by reference).

First Amendment to Credit Agreement by and among CBIZ Operations, Inc., CBIZ, Inc., and Bank of America, N.A., as
agent, lender, issuing bank, and the other financial institutions from time to time party to the Credit Agreement. (filed as
Exhibit 10.1 to the Company’s Report on Form 8-K, File No. 001-32961, dated April 10, 2015 and incorporated herein by
reference).

Second Amendment to Credit Agreement by and among CBIZ Operations, Inc., CBIZ, Inc., and Bank of America, N.A., as
agent, lender, issuing bank, swing line issuing bank and the other financial institutions from time to time party to the Credit
Agreement. (filed as Exhibit 10.1 to the Company’s Report on Form 10-Q, File No. 001-32961, dated November 3, 2015
and incorporated herein by reference).

Exhibit
No.

10.15 †

10.16 †

Description

Consulting Agreement by and between the Company and Steven L. Gerard, dated March 9, 2016 (filed as Exhibit 10.1 to
the Company’s Report on Form 10-Q, File No. 001-32961, dated March 3, 2016, and incorporated herein by reference).

Employment Agreement by and between the Company and Jerome P. Grisko, Jr., dated September 1, 2016 (filed as Exhibit
10.1 to the Company’s Report on Form 8-K, File No. 001-32961, dated September 8, 2016, and incorporated herein by
reference).

21.1*

List of Subsidiaries of CBIZ, Inc.

23*

Consent of KPMG LLP

24*

Powers of attorney (included on the signature page hereto).

31.1*

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1** Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2** Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*

The following materials from CBIZ, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted
in XBRL (eXtensible Business Reporting Language); (i) Consolidated Statements of Comprehensive Income for the years
ended December 31, 2016, 2015 and 2014, (ii) Consolidated Balance Sheets at December 31, 2016 and 2015, (iii)
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014, (iv) Consolidated
Statements of Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014, and (v) Notes to the
Consolidated Financial Statements.

Indicates documents filed herewith.

Indicates documents furnished herewith.

† Management contract or compensatory plan contract or arrangement filed pursuant to Item 601 of Regulation S-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

CBIZ, INC.
(REGISTRANT)

By /s/ WARE H. GROVE
Ware H. Grove
Chief Financial Officer
March 9, 2017

KNOW ALL MEN AND WOMEN BY THESE PRESENTS that each person whose signature appears below on this Annual Report
hereby constitutes and appoints Jerome P. Grisko, Jr. and Ware H. Grove, and each of them, with full power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution for him and her and his and her name, place and stead, in
all capacities (until revoked in writing), to sign any and all amendments to this Annual Report of CBIZ, Inc. and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each
attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person, thereby ratifying and confirming all that each attorney-in-fact and agent, or
their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated above.

Signature

Title

President & Chief Executive Officer, Director
(Principal Executive Officer)

Chief Financial Officer
(Principal Financial and Accounting Officer)

Date

March 9, 2017

/s/ JEROME P. GRISKO, JR.
Jerome P. Grisko, Jr.

/s/ WARE H. GROVE
Ware H. Grove

/s/ STEVEN L. GERARD
Steven L. Gerard

/s/ RICK L. BURDICK
Rick L. Burdick

/s/ MICHAEL H. DE GROOTE
Michael H. DeGroote

/s/ JOSEPH S. DI MARTINO
Joseph S. DiMartino

/s/ GINA D. FRANCE
Gina D. France

/s/ SHERRILL W. HUDSON
Sherrill W. Hudson

/s/ TODD J. SLOTKIN
Todd J. Slotkin

/s/ DONALD V. WEIR
Donald V. Weir

/s/ BENAREE PRATT WILEY
Benaree Pratt Wiley

Chairman

March 9, 2017

Lead Director

March 9, 2017

Director

CBIZ, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2016 and 2015
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
Notes to the Consolidated Financial Statements

Page
F-2
F-4
F-5
F-6
F-7
F-8

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
CBIZ, Inc.:

We have audited CBIZ, Inc.’s (the Company) internal control over financial reporting as of December 31, 2016, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control Over Financial Reporting included in Item 9A. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)”).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of the Company and subsidiaries as of December 31, 2016 and 2015, and the related consolidated
statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended
December 31, 2016, and our report dated March 9, 2017 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP
Cleveland, Ohio
March 9, 2017

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
CBIZ, Inc.:

We have audited the accompanying consolidated balance sheets of CBIZ, Inc. and subsidiaries (the Company) as of December 31,
2016 and 2015, and the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the
years in the three-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated March 9, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.

/s/ KPMG LLP
Cleveland, Ohio
March 9, 2017

F-3

CBIZ, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2016 AND 2015
(In thousands, except per share data)

2016

2015

ASSETS

Current assets:

Cash and cash equivalents
Restricted cash
Accounts receivable, net
Income taxes refundable
Deferred income taxes, net
Other current assets

Current assets before funds held for clients

Funds held for clients

Total current assets

Non-current assets:
Property and equipment, net
Goodwill and other intangible assets, net
Assets of deferred compensation plan
Notes receivable
Other non-current assets

Total non-current assets
Total assets

Current liabilities:

Accounts payable
Income taxes payable
Accrued personnel costs
Notes payable
Contingent purchase price liability
Other current liabilities

LIABILITIES

Current liabilities before client fund obligations

Client fund obligations

Total current liabilities

Non-current liabilities:
Convertible notes, net
Bank debt (1)
Debt issuance costs (1)

Total long-term debt

Notes payable
Income taxes payable
Deferred income taxes, net (1)
Deferred compensation plan obligations
Contingent purchase price liability
Other non-current liabilities

Total non-current liabilities
Total liabilities

STOCKHOLDERS’ EQUITY

Common stock, par value $0.01 per share; shares authorized 250,000; shares
issued 128,191 and 126,182; shares outstanding 54,044 and 52,954
Additional paid-in capital
Retained earnings
Treasury stock, 74,147 and 73,228 shares
Accumulated other comprehensive loss

Total stockholders’ equity
Total liabilities and stockholders’ equity

3,494 $
27,880
175,354
—
—
21,407
228,135
213,457
441,592

19,450
584,401
69,912
1,227
2,006
676,996
1,118,588 $

45,772 $
1,048
45,221
1,060
16,322
16,169
125,592
213,855
339,447

—
191,400
(1,351 )
190,049
1,721
4,426
3,545
69,912
17,387
12,080
299,120
638,567

1,282
655,629
294,925
(471,311 )
(504 )
480,021
1,118,588 $

850
24,860
153,608
966
4,796
15,903
200,983
171,497
372,480

20,162
535,653
64,245
1,760
2,031
623,851
996,331

35,555
—
39,611
—
12,855
11,714
99,735
171,318
271,053

750
205,800
(1,869 )
204,681
—
4,084
4,902
64,245
11,962
7,456
297,330
568,383

1,262
634,626
254,860
(462,167 )
(633 )
427,948
996,331

(1)

See Note 1, Organization and Summary of Significant Accounting Policies, to the accompanying consolidated financial statements for discussion of our
adoption of ASU 2015-03, ASU 2015-15 and ASU 2015-17.

See the accompanying notes to the consolidated financial statements

F-4

CBIZ, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014
(In thousands, except per share data)

Revenue
Operating expenses
Gross margin
Corporate general and administrative expenses
Operating income
Other income (expense):
Interest expense
Gain on sale of operations, net
Other income, net

Total other income (expense), net

Income from continuing operations before income tax expense
Income tax expense
Income from continuing operations
Loss from operations of discontinued operations, net of tax
Gain on disposal of discontinued operations, net of tax
Net income
Earnings per share:

Basic:

Continuing operations
Discontinued operations
Net income

Diluted:

Continuing operations
Discontinued operations
Net income

Basic weighted average common shares outstanding
Diluted weighted average common shares outstanding
Comprehensive income:
Net income
Other comprehensive income:

2016

2015

2014

799,832
697,726
102,106
36,319
65,787

750,422
652,391
98,031
32,527
65,504

(6,593 )
855
6,957
1,219
67,006
26,399
40,607
(542 )
—
40,065

0.78
(0.01 )
0.77

0.76
(0.01 )
0.75
52,321
53,513

(8,902 )
84
1,146
(7,672 )
57,832
22,829
35,003
(2,323 )
1,427
34,107

0.70
(0.01 )
0.69

0.66
(0.01 )
0.65
50,280
52,693

719,483
629,804
89,679
34,183
55,496

(13,124 )
1,303
6,893
(4,928 )
50,568
20,154
30,414
(754 )
99
29,759

0.63
(0.01 )
0.62

0.59
(0.01 )
0.58
48,343
51,487

40,065

34,107

29,759

Net unrealized loss on available-for-sale securities, net of income tax
benefit of $16, $77 and $74
Net unrealized gain on interest rate swaps, net of income tax expense
of $107, $135 and $121
Foreign currency translation
Total other comprehensive income
Total comprehensive income

(23 )

(114 )

(117 )

182
(30 )
129
40,194

230
(54 )
62
34,169

206
(59 )
30
29,789

See the accompanying notes to the consolidated financial statements

F-5

CBIZ, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014
(In thousands)

December 31, 2013
Net income
Other comprehensive income
Share repurchases
Restricted stock
Stock options exercised
Share-based compensation
Tax expense from employee share plans
Convertible bond retirement
Business acquisitions
December 31, 2014
Net income
Other comprehensive income
Share repurchases
Restricted stock
Stock options exercised
Share-based compensation
Tax expense from employee share plans
Convertible bond retirement
Business acquisitions
December 31, 2015
Net income
Other comprehensive income
Share repurchases
Restricted stock
Stock options exercised
Share-based compensation
Tax benefit from employee share plans
Business acquisitions
December 31, 2016

Issued
Common
Shares
114,957
—
—
—
464
1,507
—
—
1,477
415
118,820
—
—
—
360
1,548
—
—
5,069
385
126,182
—
—
—
300
1,128
—
—
581
128,191

Treasury
Shares

Common
Stock

Additional
Paid-In
Capital

65,993
—
—
3,340
—
—
—
—
—
—
69,333
—
—
3,895
—
—
—
—
—
—
73,228
—
—
919
—
—
—
—
—
74,147

1,149
—
—
—
5
15
—
—
15
4
1,188
—
—
—
4
15
—
—
51
4
1,262
—
—
—
3
11
—
—
6
1,282

580,576
—
—
—
(5 )
11,341
6,205
(133 )
2,639
3,661
604,284
—
—
—
(4 )
10,713
5,729
772
9,422
3,710
634,626
—
—
—
(3 )
8,059
5,725
1,004
6,218
655,629

Retained
Earnings
190,994
29,759
—
—
—
—
—
—
—
—
220,753
34,107
—
—
—
—
—
—
—
—
254,860
40,065
—
—
—
—
—
—
—
294,925

Treasury
Stock
(397,548 )
—
—
(28,137 )
—
—
—
—
—
—
(425,685 )
—
—
(36,482 )
—
—
—
—
—
—
(462,167 )
—
—
(9,144 )
—
—
—
—
—
(471,311 )

See the accompanying notes to the consolidated financial statements

Accumulated
Other
Comprehensive
Loss

(725 )
—
30
—
—
—
—
—
—
—
(695 )
—
62
—
—
—
—
—
—
—
(633 )
—
129
—
—
—
—
—
—
(504 )

Totals
374,446
29,759
30
(28,137 )
—
11,356
6,205
(133 )
2,654
3,665
399,845
34,107
62
(36,482 )
—
10,728
5,729
772
9,473
3,714
427,948
40,065
129
(9,144 )
—
8,070
5,725
1,004
6,224
480,021

F-6

CBIZ, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014
(In thousands)

Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:

Loss from discontinued operations, net of tax
Gain on sale of operations, net of tax
Loss on early extinguishment of convertible debt
Depreciation and amortization expense
Amortization of discount on notes and deferred financing costs
Amortization of discount on contingent earnout liabilities
Bad debt expense, net of recoveries
Adjustment to contingent earnout liability
Deferred income taxes
Employee stock awards
Excess tax benefits from share based payment arrangements
Changes in assets and liabilities, net of acquisitions and divestitures:

Restricted cash
Accounts receivable, net
Other assets
Accounts payable
Income taxes payable
Accrued personnel costs
Other liabilities

Net cash provided by continuing operations

Operating cash flows provided by discontinued operations

Net cash provided by operating activities

Cash flows from investing activities:
Business acquisitions and purchases of client lists, net of cash acquired
Purchases of client fund investments
Proceeds from the sales and maturities of client fund investments
Proceeds on sales of divested and discontinued operations
(Decrease) increase in funds held for clients
Additions to property and equipment
Collection of notes receivable
Other
Net cash used for continuing operations

Investing cash flows provided by discontinued operations

Net cash used for investing activities

Cash flows from financing activities:
Proceeds from bank debt
Payment of bank debt
Payment on extinguishment of convertible debt
Payment for acquisition of treasury stock
Increase (decrease) in client funds obligations
Payment of contingent consideration of acquisitions
Proceeds from exercise of stock options
Payment of notes payable
Deferred financing costs
Payment of acquired debt
Excess tax benefit from exercise of stock awards
Net cash (used for) provided by financing activities

Net increase (decrease) in cash and cash equivalents

2016

2015

2014

40,065 $

34,107 $

29,759

542
(855 )
—
22,098
523
348
4,090
(1,342 )
4,829
5,725
(1,108 )

(3,019 )
(19,188 )
(5,612 )
10,217
1,881
5,496
5,965
70,655
387
71,042

(42,883 )
(11,355 )
9,778
802
(3,193 )
(4,141 )
998
(20 )
(50,014 )
—
(50,014 )

416,800
(431,200 )
(760 )
(9,144 )
5,257
(7,504 )
8,070
(347 )
(6 )
(658 )
1,108
(18,384 )
2,644

896
(84 )
833
20,389
2,271
144
5,658
(2,853 )
1,734
5,729
(948 )

3,433
(15,276 )
(1,269 )
(1,288 )
(3,674 )
(349 )
(3,057 )
46,396
990
47,386

(14,636 )
(15,429 )
10,664
2,938
15,921
(7,390 )
955
20
(6,957 )
8
(6,949 )

408,800
(310,400 )
(88,964 )
(36,482 )
(12,617 )
(11,987 )
10,728
(574 )
(18 )
—
948
(40,566 )
(129 )

655
(1,303 )
1,529
19,831
4,169
128
5,484
(6,079 )
2,043
6,205
(503 )

(6,182 )
(6,246 )
(3,027 )
(3,826 )
(338 )
1,643
(825 )
43,117
801
43,918

(45,972 )
(14,089 )
6,671
4,537
(11,223 )
(4,837 )
555
24
(64,334 )
416
(63,918 )

404,500
(345,600 )
(30,621 )
(28,137 )
19,624
(7,991 )
11,356
(1,690 )
(1,736 )
—
503
20,208
208

See the accompanying notes to the consolidated financial statements

F-7

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Summary of Significant Accounting Policies

Organization: CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, provides professional business
services primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises
throughout the United States and parts of Canada. CBIZ, Inc. manages and reports its operations along three practice groups: Financial
Services, Benefits and Insurance Services and National Practices. A further description of products and services offered by each of the
practice groups is provided in Note 21, Segment Disclosures, to the accompanying consolidated financial statements.

Principles of Consolidation: The accompanying consolidated financial statements reflect the operations of CBIZ, Inc. and all of its
wholly-owned subsidiaries (“CBIZ,” the “Company,” “we” or “our”). All intercompany accounts and transactions have been
eliminated in consolidation.

CBIZ has determined that its relationship with certain Certified Public Accounting (“CPA”) firms with whom it maintains
administrative service agreements (“ASAs”) qualify as variable interest entities. The accompanying consolidated financial statements
do not reflect the operations or accounts of variable interest entities as the impact is not material to the consolidated financial
condition, results of operations or cash flows of CBIZ.

Fees earned by CBIZ under the ASAs are recorded as “Revenue” (at net realizable value) in the accompanying Consolidated
Statements of Comprehensive Income and were approximately $144.8 million, $137.5 million and $133.7 million for the years ended
December 31, 2016, 2015 and 2014, respectively, the majority of which was related to services rendered to privately-held clients. In
the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to CBIZ is
typically reduced on a proportional basis. Although the ASAs do not constitute control, CBIZ is one of the beneficiaries of the
agreements and may bear certain economic risks.

Use of Estimates: The preparation of consolidated financial statements in conformity with United States generally accepted
accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Management’s estimates and assumptions are derived from and are
continually evaluated based upon available information, judgment and experience. Actual results could differ from those estimates.

Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and investments with an original maturity of three
months or less when purchased.

Restricted Cash: Restricted cash consists of funds held by CBIZ in relation to its capital and investment advisory services as those
funds are restricted in accordance with applicable Financial Industry Regulatory Authority (“FINRA”) regulations. Restricted cash
also consists of funds on deposit from clients in connection with the pass-through of insurance premiums to the carrier with the related
liability for these funds recorded in “Accounts payable” in the accompanying Consolidated Balance Sheets.

Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable, less allowances for doubtful accounts, reflects
the net realizable value of receivables and approximates fair value. Unbilled revenues are recorded at estimated net realizable value.
Assessing the collectability of receivables (billed and unbilled) requires management judgment based on a combination of factors.
When evaluating the adequacy of the allowance for doubtful accounts and the overall probability of collecting on receivables, we
analyze historical collection experience, client credit-worthiness, the length of time the receivables are past due and an evaluation of
current and projected economic trends and conditions at the time of the balance sheet date. At December 31, 2016 and 2015, the
allowance for doubtful accounts was $13.5 million and $12.7 million, respectively, in the accompanying Consolidated Balance Sheets.

Funds Held for Clients and Client Fund Obligations: Services provided by our payroll operations include the preparation of payroll
checks, federal, state, and local payroll tax returns, and flexible spending account administration. In relation to these services, as well
as other similar service offerings, we collect funds from our clients’ accounts in advance of paying client obligations. Funds that are
collected before they are due are segregated and reported separately as “Funds held for clients” in the accompanying Consolidated
Balance Sheets. Other than certain federal and state regulations pertaining to flexible spending account administration, there are no
regulatory or other contractual restrictions placed on these funds.

Funds held for clients are reported in current assets and client fund obligations are reported in current liabilities in the accompanying
Consolidated Balance Sheets. The balances in these accounts fluctuate with the timing of cash receipts and the related cash payments.

F-8

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Funds held for clients include cash, overnight investments and corporate and municipal bonds (refer to Note 5, Financial Instruments,
to the accompanying consolidated financial statements for further discussion of investments). If the par value of investments held does
not approximate fair value, the balance in funds held for clients may not be equal to the balance in client fund obligations. The amount
of collected but not yet remitted funds may vary significantly during the year based on the timing of clients’ payroll periods.

Property and Equipment: Property and equipment is recorded at cost less accumulated depreciation and amortization. Depreciation
and amortization are provided on a straight-line basis over the following estimated useful lives:

Buildings
Furniture and fixtures
Capitalized software
Equipment

25 to 40 years
5 to 10 years
2 to 7 years
3 to 7 years

Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the respective lease.
The cost of software purchased or developed for internal use is capitalized and amortized to expense using the straight-line method
over an estimated useful life not to exceed seven years. Capitalized software is classified as property and equipment, net in the
accompanying Consolidated Balance Sheets.

Goodwill: A significant portion of our assets is goodwill as a result of current and past acquisitions. We utilize the acquisition method
of accounting for all business combinations. Goodwill is not amortized, but rather is tested for impairment annually, or between
annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below
its carrying value.

At December 31, 2016, the carrying value of goodwill totaled $487.5 million, compared to total assets of $1.1 billion and total
shareholders’ equity of $480.0 million. During the fourth quarter of 2016 and 2015, we applied the principles as prescribed in
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Intangibles – Goodwill
and Other” in order to complete our goodwill impairment test. If the carrying value of a reporting unit exceeds the current estimated
fair value, then the amount of the impairment loss, if any, must be measured.

Qualitative Assessment - In the fourth quarter of 2016, we based our goodwill assessment on a qualitative assessment for each of our
reporting units that carried a goodwill balance. The qualitative assessment included an analysis of many factors and assumptions used
in our most recent quantitative testing for each reporting unit, including the capital market environment, economic and market
conditions, industry competition and trends, the Company’s weighted average cost of capital, changes in management and key
personnel, the price of the Company’s common stock, changes in results of operations, the magnitude of the excess of fair value over
the carrying amount of each reporting unit as determined in our most recent quantitative testing, and other factors. Management
determined that there has not been a significant change in the operations of the five reporting units since the most recent quantitative
assessment, as a result, it was concluded that it was more likely than not that the fair value of each of its reporting units was greater
than its carrying value.

Quantitative Assessment - In the fourth quarter of 2015, we based our goodwill assessment on a quantitative assessment for each of
our reporting units that carried a goodwill balance using both a discounted cash flow valuation technique and a market-based
approach. The impairment test incorporated estimates of future cash flows; allocation of certain assets, liabilities, and cash flows
among reporting units; future growth rates; and the applicable weighted-average cost of capital used to discount those estimated cash
flows. No goodwill impairment was recognized as a result of the annual evaluation performed as of November 1, 2015. The estimated
fair value of each of the five reporting units was substantially in excess of its carrying value as of the annual test date.

Income Taxes: Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and
consist of taxes currently payable and deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences

F-9

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
basis, and operating losses and tax credit carryforwards. State income tax credits are accounted for using the flow-through method.

A valuation allowance is provided when it is more-likely-than-not that some portion of a deferred tax asset will not be realized. CBIZ
determines valuation allowances based on all available evidence. Such evidence includes historical results, the reversal of deferred tax
liabilities, expectations of future consolidated and/or separate company profitability and the feasibility of tax-planning strategies.
Determining valuation allowances includes significant judgment by management, and different judgments could yield different results.

Accounting for uncertain tax positions requires a more-likely-than-not threshold for recognition in the consolidated financial
statements. The Company recognizes a tax benefit based on whether it is more-likely-than-not that a tax position will be sustained.
The Company records a liability to the extent that a tax position taken or expected to be taken on a tax return exceeds the amount
recognized in the consolidated financial statements.

Share-Based Awards: The measurement and recognition of share-based compensation expense is based on the grant date fair value
of the share-based awards made to employees and non-employee directors over the required vesting period which is generally up to
four years. The fair value of stock options is determined using the Black-Sholes-Merton option pricing model, which incorporates
assumptions regarding the expected volatility, the expected option life, the risk-free interest rate and the expected dividend yield.

Share-based compensation expense is recorded in the accompanying Consolidated Statements of Comprehensive Income as
“Operating expenses” or “Corporate general and administrative expenses” (“G&A expenses”), depending on where the respective
individual’s compensation is recorded. For additional discussion regarding share-based awards, see Note 14, Employee Share Plans, to
the accompanying consolidated financial statements.

Earnings Per Share: Basic earnings per share are computed by dividing net income by the weighted average number of common
shares outstanding during the period. Diluted earnings per share are computed by dividing net income by diluted weighted average
shares. Diluted weighted average shares are determined using the weighted average number of common shares outstanding during the
period plus the dilutive effect of potential future issues of common stock relating to CBIZ’s stock award programs, CBIZ’s convertible
senior subordinated notes, which matured in October 2015, business acquisitions, and other potentially dilutive securities. In
calculating diluted earnings per share, the dilutive effect of stock awards is computed using the average market price for the period, in
accordance with the treasury stock method.

Derivative Instruments: We account for derivative instruments in accordance with FASB ASC Topic 815, “Derivatives and
Hedging,” which requires all derivative instruments to be recognized in the financial statements and measured at fair value, regardless
of the purpose or intent for holding them.

The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect
the change in fair value of the derivative instrument. A derivative qualifies for hedge accounting treatment if, at inception, it meets
defined correlation and effectiveness criteria. These criteria require that the anticipated cash flows and/or changes in fair value of the
hedging instrument substantially offset those of the position being hedged.

CBIZ utilizes derivative instruments to manage interest rate risk associated with our floating-rate debt under the $400 million
unsecured credit facility (as amended the “credit facility”). Interest rate swap contracts mitigate the risk associated with the underlying
hedged item. If the contract is designated as a cash flow hedge, the mark-to-market gains or losses on the swap are deferred and
included as a component of accumulated other comprehensive loss (“AOCL”), net of tax, to the extent effective, and reclassified to
interest expense in the same period during which the hedged transaction affects earnings. If the contract is designated as a fair value
hedge, the swap is recognized at fair value on the balance sheet, and changes in the fair value are recognized in interest expense. For
further discussion regarding derivative financial instruments, see Note 5, Financial Instruments, to the accompanying consolidated
financial statements.

Revenue Recognition and Valuation of Unbilled Revenues: Revenue is recognized and earned when all of the following criteria are
satisfied: (a) persuasive evidence of a sales arrangement exists; (b) delivery has occurred or service has been rendered; (c) the fee to
the client is fixed or determinable; and (d) collectability is reasonably assured.

Contract terms are typically contained in a signed agreement with the client (or when applicable, other third parties) which generally
defines the scope of services to be provided, pricing of services, and payment terms generally ranging from invoice date to 90 days
after invoice date. Billing may occur prior to, during, or upon completion of the service. We typically do not have acceptance

F-10

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

provisions or right of refund arrangements included in these agreements. Contract terms vary depending on the scope of services
provided, the deliverables, and the complexity of the engagement. We offer a vast array of products and business services to our
clients delivered through our three practice groups. A description of revenue recognition, as it relates to those groups, is provided
below:

Financial Services — Revenue primarily consists of fees for services rendered to our clients for traditional accounting services, tax
return preparation, consulting services, compliance projects, services pursuant to administrative service agreements (described under
“Principles of Consolidation”), and valuation services including fairness opinions, capital assets, litigation support, purchase price
allocations and derivative valuations. Clients are billed for these services based upon a fixed fee, a time and expense model and
outcome-based fee.

Revenue recognition as it pertains to each of these arrangements is as follows:

 Fixed fee arrangements — Revenue for fixed-fee arrangements is recognized over the performance period. Performance is

measured in hours worked and anticipated realization.

 Time and expense arrangements — Revenue is recognized over the performance period. Progress is measured towards

completion with value being transferred through our hourly fee arrangement at expected net realizable rates per hour, plus
agreed-upon out-of-pocket expenses. The cumulative impact on any subsequent revision in the estimated realizable value
of unbilled fees for a particular client project is reflected in the period in which the change becomes known.

 Outcome-based arrangements — Revenue is at a point in time when savings to the client is determined and verified by a third

party.

 Administrative service agreement revenue — Revenue for administrative service fees is recognized as services are provided,

based upon actual hours incurred.

Benefits and Insurance Services — Revenue consists primarily of brokerage and agency commissions, fee income for administering
health and retirement plans and payroll service fees. Revenue also includes investment income related to client payroll funds that are
held in CBIZ accounts, as is industry practice. A description of the revenue recognition, based on the service provided, insurance
product sold, and billing arrangement, is provided below:

 Commissions revenue — Commissions relating to brokerage and agency activities whereby CBIZ has primary responsibility

for the collection of premiums from the insured (agency or indirect billing) are recognized as of the later of the effective
date of the insurance policy or the date billed to the customer; commissions to be received directly from insurance
companies (direct billing) are recognized when the data necessary from the carriers to properly record revenue becomes
available; and life insurance commissions are recognized when the policy becomes effective, which can be either the
effective date or the date payment is received and policy is bound. Commission revenue is reported net of reserves for
estimated policy cancellations and terminations. The cancellation and termination reserve is based upon estimates and
assumptions using historical cancellation and termination experience and other current factors to project future
experience. CBIZ periodically reviews the adequacy of the reserve and makes adjustments as necessary. The use of
different estimates or assumptions could produce different results.

Contingent revenue arrangements related to commissions are based upon certain performance targets recognized at the
earlier of written notification that the target has been achieved or cash collection.

 Fee income — Fee income is recognized in the period in which services are provided and may be based on predetermined
agreed-upon fixed fees, actual hours incurred on an hourly fee basis, or asset-based fees. Revenue for fixed-fee
arrangements is recognized on a straight-line basis over the contract period, as these services are provided to clients
continuously throughout the term of the arrangement. Revenue which is based upon actual hours incurred is recognized as
services are performed.

Revenue for asset-based fees is recognized when the data necessary to compute revenue is determinable, which is
typically on an accrual basis or when market valuation information is available.

 Payroll — Revenue related to payroll processing fees is recognized when the actual payroll processing occurs. Revenue
related to investment income earned on payroll funds is based upon actual amounts earned on those funds and is
recognized in the period that the income is earned.

F-11

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

National Practices — The business units that comprise the National Practices group offer a variety of services which is described
below:

 Technology consulting — Revenue consists of services that primarily relate to the installation, maintenance and repair of

hardware. These services are charged to customers based on cost plus an agreed-upon markup percentage.

 Healthcare consulting — Clients are billed for healthcare consulting services based upon a predetermined agreed-upon fixed
fee, a time and expense model, or as a percentage of savings. Revenue for fixed fee and time and expense arrangements is
recognized over the performance period based upon actual hours incurred, and revenue that is contingent upon savings is
recognized after contingencies have been resolved and verified by a third party.

Operating Expenses: Operating expenses represent costs of service and other costs incurred to operate our business units and are
primarily comprised of personnel costs and occupancy related expenses. Personnel costs include (i) salaries and benefits; (ii)
commissions paid to producers; (iii) incentive compensation; and (iv) share-based compensation. Incentive compensation costs and
share-based compensation are estimated and accrued on a monthly basis. The ultimate determination of incentive compensation is
made after year-end results are finalized. Gains or losses earned on assets of the non-qualified deferred compensation plan are
recognized as income or expense and offset in “Other income (expense), net.”

Total personnel costs were $544.8 million, $502.8 million and $487.0 million for the years ended December 31, 2015, 2014 and 2013,
respectively.

The largest components of occupancy costs are rent expense and utilities. Base rent expense is recognized over respective lease terms,
while utilities and common area maintenance charges are recognized as incurred. Total occupancy costs were $45.7 million, $41.4
million and $37.1 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Operating Leases: We lease most of our office facilities and equipment under various operating leases. Rent expense under such
leases is recognized evenly throughout the term of the lease obligation when the total lease commitment is a known amount, and
recorded on a cash basis when future rent payment increases under the obligation are unknown due to rent escalations being tied to
factors that are not currently measurable (such as increases in the consumer price index). Differences between rent expense recognized
and the cash payments required under operating lease agreements are recorded in the accompanying Consolidated Balance Sheets as
“Other non-current liabilities.”

We may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a deferred credit and recognized as
a reduction to rent expense on a straight-line basis over the lease term.

New Accounting Pronouncements

The FASB ASC is the sole source of authoritative GAAP other than the Securities and Exchange Commission (“SEC”) issued rules
and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update (“ASU”) to communicate
changes to the FASB codification. We assess and review the impact of all ASU's. ASU's not listed below were reviewed and
determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

Accounting Standards Adopted in 2016

Balance Sheet Reclassification of Deferred Taxes: In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic
740) – Balance Sheet Reclassification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires that deferred tax assets and
liabilities be classified as noncurrent on the balance sheet. The standard may be applied either prospectively to all deferred tax assets
and liabilities or retrospectively to all periods presented. Effective January 1, 2016, the Company adopted ASU 2015-17 on a
prospective basis. As such, prior periods were not retrospectively adjusted. If ASU 2015-17 were adopted retrospectively, $4.7 million
would have been reclassified from “Deferred income taxes – current, net” (current asset) to “Deferred income taxes – non-current”
(non-current liability) resulting in a net non-current deferred income tax liability of $0.1 million in the accompanying Consolidated
Balance Sheet at December 31, 2015.

Presentation of Debt Issuance Costs: In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic
835-30) – Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which amends the current presentation of debt
issuance costs in the financial statements. ASU 2015-03 requires an entity to present debt issuance costs related to a recognized debt
liability in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The

F-12

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. The FASB issued ASU 2015-15,
“Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” (“ASU 2015-15”)
in August 2015. This ASU was meant to clarify the guidance in ASU 2015-03, and stated that the SEC staff would not object to a
company presenting debt issuance costs related to a line-of-credit arrangement on the balance sheet as a deferred asset, regardless of
whether there were any outstanding borrowings at period-end. ASU 2015-15 does not require this presentation as a deferred asset. We
adopted these standards on January 1, 2016 and have retrospectively adjusted the prior period presented. This change in classification
resulted in a net decrease of $1.9 million to “Other non-current assets” with a corresponding line item called “Debt issuance costs”
which decreased “Total long term debt” in the accompanying Consolidated Balance Sheets as of December 31, 2015.

Consolidation Analysis: In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810) – Amendments to the
Consolidation Analysis” (“ASU 2015-02”), which changes the analysis that a reporting entity must perform to determine whether it
should consolidate certain types of legal entities. The amendments in the standard affect limited partnerships and similar legal entities,
evaluating fees paid to a decision maker or a service provider as a variable interest, the effect of fee arrangements on the primary
beneficiary determination, the effect of related parties on the primary beneficiary determination, and certain investment funds.
Effective January 1, 2016, the Company adopted the provisions of ASU 2015-02, which had no effect on our consolidated financial
statements.

Going Concern Analysis: In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going
Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-
15”), which requires management to assess an entity’s ability to continue as a going concern, and to provide related footnote
disclosures in certain circumstances, such as the existence of substantial doubt. We are required to evaluate going concern
uncertainties at each annual and interim reporting period, considering the entity’s ability to continue as a going concern within one
year after the date that the financial statements are issued. If such conditions or events are identified, we are required to disclose our
mitigation plans to alleviate the doubt or disclose a statement of the substantial doubt about our ability to continue as a going concern.
ASU 2014-15 was effective for us on December 31, 2016. No probable conditions or events were identified, individually or in the
aggregate, that would raise a substantial doubt about our ability to continue as a going concern.

Accounting Standards Not Yet Adopted

Goodwill Impairment Test: In January 2017, the FASB issued ASU No. 2017-04, "Intangibles—Goodwill and Other (Topic 350):
Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which removes Step 2 of the goodwill impairment test. Goodwill
impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying
amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting
unit to determine if the quantitative impairment test is necessary. ASU 2017-04 should be applied on a prospective basis and is
effective for us for annual periods beginning January 1, 2020. Early adoption is permitted for interim or annual goodwill impairment
tests performed on testing dates after January 1, 2017. We are currently evaluating the impact of ASU 2017-04 on our consolidated
financial statements.

Business Combinations: In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the
Definition of a Business,” (“ASU 2017-01”) which clarifies the definition of a business to assist entities with evaluating whether
transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the
Company in the first quarter of 2018. Early adoption is permitted. We are currently evaluating the impact of ASU 2017-01 on our
consolidated financial statements.

Technical Corrections and Improvements: In December 2016, the FASB issued ASU No. 2016-19, “Technical Corrections and
Improvements” (“ASU 2016-19”), which clarifies guidance, corrects errors and makes minor improvements affecting a variety of
topics in the Accounting Standards Codification. The new standard is effective upon issuance (December 14, 2016) for amendments
that do not have transition guidance, with all other amendments effective for fiscal years, and interim periods within those years,
beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact of ASU 2016-19 on our
consolidated financial statements.

Restricted Cash - Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows
(Topic 230)” (“ASU 2016-18”), which applies to all entities that have restricted cash or restricted cash equivalents and are required to
present a statement of cash flows. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the
total of cash, cash equivalents, and the amounts generally described as restricted cash or restricted cash equivalents when reconciling
beginning-of-period and end-of-period total amounts show on the statement of cash flows. ASU 2016-18 also requires the disclosure

F-13

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

of information about the nature of the restriction. This ASU is effective retrospectively for fiscal years and interim periods beginning
after December 15, 2017, with early adoption permitted. We are currently assessing the impact of this ASU on our consolidated
financial statements.

Intra-Entity Transfers of Assets: In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity
Transfers of Assets Other Than Inventory” (“ASU 2016-16”), which requires the recognition of the income tax consequences of an
intra-entity transfer of an asset, other than inventory, when the transfer occurs. The tax consequences were previously deferred until
the asset was sold to a third party or recovered through use. ASU 2016-16 is effective for annual reporting periods beginning after
December 15, 2017, including interim periods within those annual periods, with early adoption permitted. The amendments are to be
applied on a modified retrospective basis as of the beginning of the period of adoption. We are currently assessing the impact of this
ASU on our consolidated financial statements.

Statement of Cash Flows: In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) –
Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). This ASU provides guidance for eight specific cash
flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective retrospectively for annual
reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, with early
adoption permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements.

Share-Based Compensation: In March 2016, FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718) –
Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which requires the tax effects related to share-based
payments to be recorded through the income statement and simplifies the accounting requirements for forfeitures and employers' tax
withholding requirements. ASU 2016-09 is effective for us for annual periods beginning January 1, 2017. The adoption of ASU 2016-
09 will have an immaterial impact on our number of diluted shares and will eliminate the presentation of excess tax benefits as a
financing inflow on our Consolidated Statements of Cash Flows. Further, we expect to make an accounting policy election to account
for forfeitures of share-based compensation awards as they occur. We do not expect the adoption of ASU 2016-09 to have any other
material impacts on our consolidated financial statements, however, we anticipate some moderate volatility in our effective tax rate as
any windfall or shortfall tax benefits related to our share-based compensation incentives will be recorded directly into our results of
operations.

Leases: In February 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which is intended to increase
transparency and comparability among organizations relating to leases. Under ASU 2016-02, lessees will be required to recognize a
liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term (other than
leases that meet the definition of a short-term lease). The FASB retained a dual model for lease classification, requiring leases to be
classified as either operating or finance leases to determine recognition in the income statement and statements of cash flows;
however, substantially all leases will be required to be recognized on the balance sheets. Operating leases will result in straight-line
expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current
capital leases). This ASU will also require quantitative and qualitative disclosures regarding key information about leasing
arrangements. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15,
2018, with early adoption permitted. It must be adopted using a modified retrospective approach, and provides for certain practical
expedients. The Company is currently evaluating the impact of this ASU on our consolidated financial statements, which we anticipate
will have a material impact on the Consolidated Balance Sheets and no material impact on the Consolidated Statements of
Comprehensive Income.

Revenue from Contracts with Customers: In August 2015, FASB issued ASU No. 2015-14, “Revenue from Contracts with
Customers (Topic 606) – Deferral of the Effective Date” (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU No. 2014-
09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) which was issued in May 2014, by one year for all
entities. ASU 2014-09 introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the
transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. It will be effective for annual periods beginning after December 15, 2017 for public
companies. Early adoption is permitted but not before annual periods beginning after December 15, 2016.

Entities are permitted two transition methods of adoption under the new standard; 1) the full retrospective method, in which case the
standard would be applied to all reporting periods presented, or 2) the modified retrospective method, with a cumulative-effect
adjustment as of the date of adoption. In March, April and May 2016, the FASB issued additional ASUs clarifying certain aspects of
ASU 2014-09. The core principle of ASU 2014-09 was not changed by the additional guidance. ASU 2015-09 is effective for us for
annual periods beginning January 1, 2018.

F-14

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

We are currently assessing the impact of adopting ASU 2014-09 on our revenue recognition practices. We have organized a team and
have developed a project plan to guide the implementation. The project plan includes working sessions to review, evaluate and
document the arrangements with customers under our various reporting units to identify potential differences that would result from
applying the requirements of the new standard. We are currently in the process of developing an updated accounting policy, evaluating
new disclosure requirements and identifying and implementing appropriate changes to business processes, systems and controls to
support recognition and disclosure under the new standard. We have made significant progress on our assessment and will continue
our evaluation of using either the full retrospective method or the modified retrospective method and will continue to evaluate the
impact on our consolidated financial statements. We expect to finalize our evaluation in 2017 and will provide updates on our progress
in future filings.

Note 2. Accounts Receivable, Net

Accounts receivable, net balances at December 31, 2016 and 2015 were as follows (in thousands):

Trade accounts receivable
Unbilled revenue, at net realizable value

Total accounts receivable
Allowance for doubtful accounts
Accounts receivable, net

2016
132,880 $
55,982
188,862
(13,508 )
175,354 $

2015
118,916
47,351
166,267
(12,659 )
153,608

Changes in the allowance for doubtful accounts on accounts receivable are as follows (in thousands):

Balance at beginning of period
Provision for losses
Charge-offs, net of recoveries
Balance at end of period

2016
(12,659 ) $
(4,154 )
3,305
(13,508 ) $

2015
(11,915 ) $
(5,804 )
5,060
(12,659 ) $

2014

(9,975 )
(5,740 )
3,800
(11,915 )

Note 3. Property and Equipment, Net

Property and equipment, net at December 31, 2016 and 2015 consisted of the following (in thousands):

Buildings and leasehold improvements
Furniture and fixtures
Capitalized software
Equipment

Total property and equipment

Accumulated depreciation and amortization

Property and equipment, net

2016

2015

19,841 $
23,893
36,429
11,751
91,914
(72,464 )
19,450 $

18,075
23,515
35,632
11,396
88,618
(68,456 )
20,162

Depreciation expense for property and equipment was $5.4 million, $5.7 million and $5.4 million in 2016, 2015 and 2014,
respectively.

F-15

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Note 4. Goodwill and Other Intangible Assets, Net

A summary of changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2016 and 2015
were as follows (in thousands):

December 31, 2014
Additions
Divestitures
December 31, 2015
Additions
Divestitures
December 31, 2016

Financial
Services

Benefits and
Insurance
Services

268,630 $
409
(1,554 )
267,485 $
3,845
—
271,330 $

164,935 $
13,599
—
178,534 $
35,954
—
214,488 $

National
Practices

Total
Goodwill

1,666 $
—
—
1,666 $
—
—
1,666 $

435,231
14,008
(1,554 )
447,685
39,799
—
487,484

We review goodwill at least annually for impairment in accordance with FASB ASC Topic 350 “Intangibles — Goodwill and Other.”
The annual impairment review was performed as of November 1, 2016. Goodwill impairment is tested at the reporting unit level. At
November 1, 2016, we had five reporting units. No goodwill impairment was recognized as a result of the annual evaluation
performed as of November 1, 2016.

The components of goodwill and other intangible assets, net at December 31, 2016 and 2015 were as follows (in thousands):

Goodwill
Intangibles :

Client lists
Other intangibles

Total intangibles

Total goodwill and other intangibles assets

Accumulated amortization:

Client lists
Other intangibles

Total accumulated amortization

Goodwill and other intangible assets, net

2016
487,484 $

2015
447,685

172,343
7,994
180,337
667,821

147,706
6,977
154,683
602,368

(80,560 )
(2,860 )
(83,420 )
584,401 $

(65,037 )
(1,678 )
(66,715 )
535,653

Amortization expense for client lists and other intangible assets was $16.7 million, $14.7 million and $14.5 million in 2016, 2015 and
2014, respectively. The weighted-average useful lives of total intangible assets, client lists and other intangible assets were 7.6 years,
7.5 years and 8.9 years, respectively. Other intangible assets are amortized over periods ranging from 2 to 15 years. Based on the
amount of intangible assets subject to amortization at December 31, 2016, the estimated amortization expense is $17.4 million for
2017, $16.3 million for 2018, $12.1 million for 2019, $10.9 million for 2020 and $9.7 million for 2021.

Note 5. Financial Instruments

The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of
the short maturity of these instruments. The carrying value of bank debt approximates fair value, as the interest rate on the bank debt is
variable and approximates current market rates.

Concentrations of Credit Risk

Financial instruments that may subject us to concentration of credit risk consist primarily of cash and cash equivalents and accounts
receivable. We place our cash and cash equivalents with highly-rated financial institutions, limiting the amount of credit exposure with
any one financial institution. Our client base consists of large numbers of geographically diverse customers dispersed throughout the
United States; thus, concentration of credit risk with respect to accounts receivable is not significant.

F-16

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Bonds

We held corporate and municipal bonds with par values totaling $42.4 million and $40.8 million at December 31, 2016 and 2015,
respectively. All bonds are investment grade and are classified as available-for-sale. Our bonds have maturity dates or callable dates
ranging from January 2017 through December 2021, and are included in “Funds held for clients — current” in the accompanying
Consolidated Balance Sheets based on the intent and ability of us to sell these investments at any time under favorable conditions.

The following table summarizes our bond activity for the years ended December 31, 2016 and 2015 (in thousands):

Fair value at January 1

Purchases
Sales
Maturities and calls
Decrease (increase) in bond premium
Fair market value adjustment

Fair value at December 31

2016

2015

43,142 $
11,355
(2,900 )
(6,878 )
(106 )
(40 )
44,573 $

38,399
15,429
(987 )
(9,677 )
172
(194 )
43,142

Interest Rate Swaps

Our $25.0 million notional value interest rate swap expired in June 2015. During the fourth quarter of 2015, we entered into three
interest rate swaps. The notional hedged amounts were $10.0 million, $15.0 million and $25.0 million, with maturity tenors of 2, 3 and
5 years, respectively. During the first quarter of 2016, we entered into one interest rate swap. The notional hedged amount was $10.0
million with a maturity tenor of 5 years.

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. Under these interest rate swap contracts, we
receive cash flows from counterparties at variable rates based on the London Interbank Offered Rate and pay the counterparties a fixed
rate. To mitigate counterparty credit risk, we only entered into contracts with selected major financial institutions with investment
grade ratings and continually assess their creditworthiness. 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.

We had no fair value hedging instruments at December 31, 2016 or 2015. Our interest rate swaps are designated as cash flow hedges.
Accordingly, the interest rate swaps are recorded as either an asset or liability in the accompanying Consolidated Balance Sheets at
fair value. The mark-to-market gains or losses on the swaps are deferred and included as a component of AOCL, net of tax, to the
extent the hedge is determined to be effective, and reclassified to interest expense in the same period during which the hedged
transaction affects earnings. The interest rate swaps are assessed for effectiveness and continued qualification for hedge accounting on
a quarterly basis. For the years ended December 31, 2016 and 2015, the interest rate swaps were deemed to be highly effective.

F-17

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The following table summarizes our outstanding interest rate swaps and their classification in the accompanying Consolidated Balance
Sheets at December 31, 2016 and 2015 (in thousands). Refer to Note 6, Fair Value Measurements, to the accompanying consolidated
financial statements for additional disclosures regarding fair value measurements.

Interest rate swaps
Interest rate swaps

$
$

50,000 $
10,000 $

525
4

Notional
Amount

Fair
Value

Balance Sheet
Location
Other non-current assets
Other current assets

December 31, 2016

Interest rate swap

50,000 $

240

Notional
Amount

Fair
Value

Balance Sheet
Location
Other non-current assets

December 31, 2015

During the next twelve months, the amount of the December 31, 2016 AOCL balance that will be reclassified to earnings is expected
to be immaterial. The following table summarizes the effects of the interest rate swap on our accompanying Consolidated Statements
of Comprehensive Income for the years ended December 31, 2016 and 2015 (in thousands):

Interest rate swap

182 $

230 $

(410 ) $

(214 ) Interest expense

Gain recognized in AOCL,
net of tax

Loss reclassified from AOCL
into expense

Twelve Months Ended December 31, Twelve Months Ended December 31,

Location

2016

2015

2016

2015

Note 6. Fair Value Measurements

The valuation hierarchy under GAAP categorizes assets and liabilities measured at fair value into one of three different levels
depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

 Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active

markets.

 Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and
inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the
financial instrument.

 Level 3 — inputs to the valuation methodology are unobservable and are significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the
fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires
judgment and considers factors specific to the asset or liability.

The following table summarizes our assets and liabilities at December 31, 2016 and 2015 that are measured at fair value on a recurring
basis subsequent to initial recognition and indicates the fair value hierarchy of the valuation techniques utilized by us to determine
such fair value (in thousands):

Deferred compensation plan assets
Corporate and municipal bonds
Interest rate swap
Contingent purchase price liabilities

Level
1
1
2
3

F-18

December 31,
2016
69,912 $
44,573 $
529 $
(33,709 ) $

December 31,
2015
64,245
43,142
240
(24,817 )

$
$
$
$

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

For the years ended December 31, 2016 and 2015, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The
following table summarizes the change in fair value of our contingent purchase price liabilities identified as Level 3 for the years
ended December 31, 2016 and 2015 (pre-tax basis, in thousands):

Beginning balance — January 1, 2015

Additions from business acquisitions
Payment of contingent purchase price payable
Change in fair value of contingency
Change in net present value of contingency

Balance — December 31, 2015

Additions from business acquisitions
Settlement of contingent purchase price payable
Change in fair value of contingency
Change in net present value of contingency

Balance — December 31, 2016

Contingent
Purchase Price
Liabilities

(33,368 )
(8,522 )
14,364
2,854
(145 )
(24,817 )
(21,088 )
11,202
1,342
(348 )
(33,709 )

Contingent Purchase Price Liabilities

Contingent purchase price liabilities result from business acquisitions and are classified as Level 3 due to the utilization of a
probability weighted discounted cash flow approach to determine the fair value of the contingency. A contingent liability is
established for each acquisition that has a contingent purchase price component and normally extends over a term of two to six years.
The significant unobservable input used in the fair value measurement of the contingent purchase price liabilities is the future
performance of the acquired business. The future performance of the acquired business directly impacts the contingent purchase price
that is paid to the seller, thus performance that exceeds target could result in a higher payout, and a performance under target could
result in a lower payout. Changes in the expected amount of potential payouts are recorded as adjustments to the initial contingent
purchase price liability, with the same amount being recorded in the Consolidated Statements of Comprehensive Income. These
liabilities are reviewed quarterly and adjusted if necessary. Refer to Note 18, Acquisitions, for further discussion of contingent
purchase price liabilities.

The carrying amounts of our cash and cash equivalents, accounts, receivable and accounts payable approximate fair value because of
the short maturity of these instruments, and the carrying value of bank debt approximates fair value as the interest rate on the bank
debt is variable and approximates current market rates. As a result, the fair value measurement of our bank debt is considered to be
Level 2.

Note 7. Income Taxes

For financial reporting purposes, income from continuing operations before income taxes includes the following components (in
thousands):

United States
Foreign (Canada)

Total

2016

2015

2014

66,848 $
158
67,006 $

57,665 $
167
57,832 $

50,385
183
50,568

F-19

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Income tax expense included in the accompanying Consolidated Statements of Comprehensive Income for the years ended
December 31, 2016, 2015 and 2014 was as follows (in thousands):

Continuing operations :

Current:

Federal
Foreign
State and local

Total

Deferred:

Federal
State and local

Total

Total income tax expense from continuing
operations
Discontinued operations :

Operations of discontinued operations:

Current
Deferred
Total

Gain on disposal of discontinued operations:

Current
Deferred
Total

2016

2015

2014

18,816 $
42
2,681
21,539

18,079 $
43
2,694
20,816

4,148
712
4,860

1,060
953
2,013

15,749
47
1,782
17,578

952
1,624
2,576

26,399

22,829

20,154

(365 )
(10 )
(375 )

(1,263 )
68
(1,195 )

—
—
—

427
(344 )
83

51
(222 )
(171 )

34
—
34

Total income tax expense from discontinued
operations
Total income tax expense

(375 )
26,024 $

(1,112 )
21,717 $

(137 )
20,017

The provision for income taxes attributable to income from continuing operations differed from the amount obtained by applying the
federal statutory income tax rate to income from continuing operations before income taxes, as follows (in thousands, except
percentages):

Tax at statutory rate (35%)
State taxes (net of federal benefit)
Business meals and entertainment — non-deductible
Reserves for uncertain tax positions
Net change in tax rate
Other, net
Provision for income taxes from continuing operations
Effective income tax rate

2016

2015

2014

23,452 $
2,643
784
(87 )
(64 )
(329 )
26,399 $
39.4 %

20,241 $
2,899
779
(324 )
(1,046 )
280
22,829 $
39.5 %

17,699
3,361
667
(1,724 )
(214 )
365
20,154

39.9 %

The income tax benefits associated with the exercise of non-qualified stock options and restricted stock awards reflected in additional
paid-in-capital were $1.1 million, $0.9 million and $0.5 million for the years ended December 31, 2016, December 31, 2015 and
December 31, 2014, respectively.

F-20

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at
December 31, 2016 and 2015, were as follows (in thousands):

Deferred tax assets:

Net operating loss carryforwards .
Allowance for doubtful accounts
Employee benefits and compensation
Lease costs
State tax credit carryforwards
Other deferred tax assets

Total gross deferred tax assets
Less: valuation allowance

Total deferred tax assets, net

Deferred tax liabilities:
Accrued interest
Client list intangible assets
Goodwill and other intangibles
Other deferred tax liabilities

Total gross deferred tax liabilities
Net deferred tax liability

2016

2015

884 $
4,486
29,166
2,772
1,489
2,951
41,748
(1,314 )
40,434 $

2,494 $
2,717
38,646
122
43,979 $
(3,545 ) $

952
4,569
27,984
3,318
1,393
2,497
40,713
(1,376 )
39,337

3,847
3,273
32,114
209
39,443
(106 )

$
$

We have established valuation allowances for certain states’ deferred tax assets, primarily related to portions of the state net operating
loss (“NOL”) carryforwards and state income tax credit carryforwards at December 31, 2016 and December 31, 2015. The net
decrease in the valuation allowance of $0.1 million for the year ended December 31, 2016 related to changes in the valuation
allowance for NOL’s. The net increase in the valuation allowance of $0.3 million for the year ended December 31, 2015 primarily
related to changes in the valuation allowance for certain state tax credit carryforwards.

In assessing the realization of deferred tax assets, management considers all available positive and negative evidence, including
projected future taxable income, scheduled reversal of deferred tax liabilities, historical financial operations and tax planning
strategies. Based upon review of these items, management believes it is more-likely-than-not that the Company will realize the
benefits of these deferred tax assets, net of the existing valuation allowances.

CBIZ and its subsidiaries file income tax returns in the United States, Canada, and most state jurisdictions. In March 2016, the Internal
Revenue Service (“IRS”) completed its audit of the Company’s 2013 and 2014 federal income tax returns. We paid $0.5 million in
settlement of this audit which had no impact on the 2016 income tax expense. With limited exceptions, our state and local income tax
returns and non-U.S. income tax returns are no longer subject to tax authority examinations for years ending prior to January 1, 2012
and January 1, 2011, respectively.

The availability of NOL’s and state tax credits are reported as deferred tax assets, net of applicable valuation allowances, in the
accompanying Consolidated Balance Sheets. At December 31, 2016, we had state net operating loss carryforwards of $23.9 million
and state tax credit carryforwards of $1.5 million. The state net operating loss carryforwards expire on various dates between 2017 and
2030 and the state tax credit carryforwards expire on various dates between 2017 and 2036.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Balance at January 1

Additions for tax positions of the current year
Additions for tax positions of prior years
Settlements of prior year positions
Lapse of statutes of limitation

Balance at December 31

2016

2015

2014

4,287 $
110
—
(11 )
(296 )
4,090 $

4,591 $
126
—
(94 )
(336 )
4,287 $

5,508
1,107
118
(1,343 )
(799 )
4,591

F-21

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Included in the balance of unrecognized tax benefits at December 31, 2016 are $2.6 million of unrecognized tax benefits that, if
recognized, would affect the effective tax rate. We believe it is reasonably possible that certain of these unrecognized tax benefits
could change in the next twelve months. We expect reductions in the liability for unrecognized tax benefits of approximately
$0.3 million within the next twelve months due to expiration of statutes of limitation. Given the number of years that are currently
subject to examination, we are unable to estimate the range of potential adjustments to the remaining balance of unrecognized tax
benefits at this time.

We recognize interest expense, and penalties related to unrecognized tax benefits as a component of income tax expense. During 2016,
we accrued interest expense of $0.2 million and, as of December 31, 2016, had recognized a liability for interest expense and penalties
of $0.4 million and $0.3 million, respectively, relating to unrecognized tax benefits. During 2015, we accrued interest expense of
$0.2 million and, as of December 31, 2015, had recognized a liability for interest expense and penalties of $0.3 million and
$0.3 million, respectively, relating to unrecognized tax benefits.

Note 8. Debt and Financing Arrangements

At December 31, 2016, our primary financing arrangement was the $400 million credit facility 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. A previous financing arrangement, the 4.875% 2010 Convertible Senior Subordinated Notes (the
“2010 Notes”), matured on October 1, 2015, as is discussed more fully below.

Bank Debt

We have a $400 million unsecured credit facility with Bank of America as agent for a group of eight participating banks that matures
in July 2019. The balance outstanding under the credit facility was $191.4 million and $205.8 million at December 31, 2016 and
December 31, 2015, respectively. Rates for the years ended December 31, 2016 and 2015 were as follows (includes bank debt and
interest rate swaps):

Weighted average rates
Range of effective rates

2016
2.43%

2015
2.02%

1.82% - 3.75% 1.65% - 3.50%

We have approximately $137.5 million of available funds under the credit facility at December 31, 2016, based on the terms of the
commitment.

 Available funds under the credit facility are based on a multiple of earnings before interest, taxes, depreciation and
amortization as defined in the credit facility, and are reduced by letters of credit, performance guarantees, other
indebtedness and outstanding borrowings under the credit facility.

 Under the credit facility, loans are charged an interest rate consisting of a base rate or Eurodollar rate plus an applicable

margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused
portion of the credit facility.

The credit facility provides us operating flexibility and funding to support seasonal working capital needs and other strategic
initiatives such as acquisitions and share repurchases.

Debt Covenant Compliance

The credit facility is subject to certain financial covenants that may limit our ability to borrow up to the total commitment amount.
Covenants require us to meet certain requirements with respect to (i) a total leverage ratio and (ii) minimum fixed charge coverage
ratio. As of December 31, 2016, we were in compliance with these debt covenants.

The credit facility also places restrictions on our ability to create liens or other encumbrances, to make certain payments, investments,
loans and guarantees and to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated
entity. According to the terms of the credit facility, we are not permitted to declare or make any dividend payments, other than
dividend payments made by one of our wholly-owned subsidiaries to us. The credit facility contains a provision that, in the event of a
defined change in control, the credit facility may be terminated.

F-22

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Amendments to Credit Agreement

In 2015, we entered into two amendments to the Credit Agreement that governs the credit facility, dated as of July 28, 2014, by and
among the Company and Bank of America, N.A., as administrative agent and bank, and other participating banks, to (i) remove
certain events from the definition of Change of Control contained therein and (ii) to incorporate swap obligations in the Agreement.
These amendments had no impact on the terms of the credit facility (other than as described above), the accompanying Consolidated
Balance Sheets, Consolidated Statements of Comprehensive Income and Consolidated Statements of Cash Flows.

2010 Notes

As of December 31, 2016, no amounts related to the 2010 Notes were outstanding. The $48.4 million outstanding principal amount of
the 2010 Notes matured on October 1, 2015. Holders received $1,000 in cash for each $1,000 principal amount of 2010 Notes along
with the premium of the conversion value over par value. The $71.8 million conversion value of the 2010 Notes was determined by a
cash averaging period that began on October 5, 2015 and ended on October 30, 2015. Cash payments were settled on November 4,
2015 with funds available under the credit facility.

Prior to the October 1, 2015 maturity date:

 We issued approximately 5.1 million shares of CBIZ common stock and paid cash consideration in exchange for $49.3

million of the Company’s 2010 Notes, in two privately negotiated transactions during the second quarter of 2015. Notes
repurchased are deemed to be extinguished.

 During the nine months ended September 30, 2014, we issued 1.5 million shares of CBIZ common stock plus cash
consideration in privately negotiated transactions in exchange for retiring $32.4 million of our 2010 Notes.

 We recorded non-operating charges of approximately $0.8 million and $1.5 million related to the privately negotiated

transactions which are included in “Other income, net” in the accompanying Consolidated Statements of Comprehensive
Income for the years ended December 31, 2015 and 2014, respectively.

The common stock equivalents related to the 2010 Notes had no impact on diluted weighted average shares outstanding in 2016. The
common stock equivalent impact during the year ended December 31, 2015 and 2014 was 1.2 million shares and 2.0 million shares,
respectively.

Interest Expense

For the years ended December 31, 2016, 2015 and 2014, CBIZ recognized interest expense as follows (in thousands):

Credit facility (1)
2010 Notes
2006 Notes (2)

Balance at December 31

2016

2015

2014

6,585 $
—
8
6,593 $

4,320 $
4,559
23
8,902 $

4,033
9,068
23
13,124

(1) Components of interest expense related to the credit facility include amortization of deferred financing costs, commitment fees

and line of credit fees.

(2) During the second quarter of 2016, we redeemed the remaining 3.125% Convertible Senior Subordinated Notes (the “2006

Notes”) for $750 thousand in cash plus accrued interest under an optional early redemption provision.

F-23

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Note 9. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss at December 31, 2016 and 2015 were as follows (in thousands):

Net unrealized loss on available-for-sale securities, net of
income tax benefit of $129 and $108, respectively
Net unrealized gain on interest rate swap, net of income
tax expense of $196 and $91, respectively
Foreign currency translation
Accumulated other comprehensive loss

2016

2015

(194 ) $

(172 )

333
(643 )
(504 ) $

151
(612 )
(633 )

Note 10. Lease Commitments

Operating Leases

We lease certain of our office facilities and equipment under various operating leases. Future minimum cash commitments under
operating leases as of December 31, 2016 were as follows (in thousands):

Year Ending December 31,
2017
2018
2019
2020
2021
Thereafter
Total

Gross Operating
Lease Commitments

Sub-Leases

Net Operating
Lease Commitments

30,571 $
30,464
26,282
22,230
17,921
75,859
203,327 $

306 $
234
234
234
—
—
1,008 $

30,265
30,230
26,048
21,996
17,921
75,859
202,319

Rent expense for continuing operations (excluding consolidation and integration charges) incurred under operating leases was $37.0
million, $35.7 million and $34.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Rent expense does not
necessarily reflect cash payments, as described under “Operating Leases” in Note 1.

Note 11. Commitments and Contingencies

Acquisitions

The purchase price that we normally pay for businesses and client lists consists of two components: an up-front non-contingent
portion, and a portion which is contingent upon the acquired businesses or client lists’ actual future performance. The fair value of the
purchase price contingency related to businesses is recorded at the date of acquisition and re-measured each reporting period until the
liability is settled. Shares of CBIZ common stock that are issued in connection with acquisitions may be contractually restricted from
sale for periods up to one year. Acquisitions are further disclosed in Note 18, Acquisitions.

Indemnifications

We have various agreements in which we may be obligated to indemnify the other party with respect to certain matters. Generally,
these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily
agrees to hold the other party harmless against losses arising from a breach of representations, warranties, covenants or agreements,
related to matters such as title to assets sold and certain tax matters. Payment by us under such indemnification clauses are generally
conditioned upon the other party making a claim. Such claims are typically subject to challenge by us and to dispute resolution
procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or
amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to
predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our
obligations and the unique facts of each particular agreement. Historically, we have not made any payments under these agreements
that have been material individually or in the aggregate. As of December 31, 2016, we were not aware of any obligations arising under
indemnification agreements that would require material payments.

F-24

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Employment Agreements

We maintain severance and employment agreements with certain of our executive officers, whereby such officers may be entitled to
payment in the event of termination of their employment. We also have arrangements with certain non-executive employees which
may include severance and other employment provisions. We accrue for amounts payable under these contracts and arrangements as
triggering events occur and obligations become known. During the years ended December 31, 2016, 2015 and 2014, payments
regarding such contracts and arrangements were not material.

Letters of Credit and Guarantees

We provide letters of credit to landlords (lessors) of our leased premises in lieu of cash security deposits which totaled $2.3 million at
December 31, 2016 and 2015. 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, 2016 and 2015.

Legal Proceedings

In 2010, CBIZ, Inc. and its subsidiary, CBIZ MHM, LLC (fka CBIZ Accounting, Tax & Advisory Services, LLC) (the “CBIZ
Parties”), were named as defendants in lawsuits filed in the U.S. District Court for the District of Arizona and the Superior Court for
Maricopa County, Arizona. The federal court case is captioned Robert Facciola, et al v. Greenberg Traurig LLP, et al, and the state
court cases are captioned Victims Recovery, LLC v. Greenberg Traurig LLP, et al, Roger Ashkenazi, et al v. Greenberg Traurig LLP,
et al, Mary Marsh, et al v. Greenberg Traurig LLP, et al; and ML Liquidating Trust v. Mayer Hoffman McCann PC, et al. Prior to
these suits CBIZ MHM, LLC was named as a defendant in Jeffrey C. Stone v. Greenberg Traurig LLP, et al.

These lawsuits arose out of the bankruptcy of Mortgages Ltd., a mortgage lender to developers in the Phoenix, Arizona area. Various
other professional firms and individuals not related to the Company were also named defendants in these lawsuits. The lawsuits
asserted claims for, among others things, violations of the Arizona Securities Act, common law fraud, and negligent
misrepresentation, and sought to hold the CBIZ Parties vicariously liable for Mayer Hoffman’s conduct as Mortgage Ltd.’s auditor, as
either a statutory control person under the Arizona Securities Act or a joint venturer under Arizona common law.

With the exception of claims being pursued by two plaintiffs from the Ashkenazi lawsuit (“Baldino Group”), all other related matters
have been dismissed or settled without payment by the CBIZ Parties. The Baldino Group’s claims, which allege damages of
approximately $16.0 million, are currently stayed as to the CBIZ Parties and Mayer Hoffman, and no trial date has been set.

On September 16, 2016, CBIZ, Inc. and its subsidiary CBIZ Benefits & Insurance Services, Inc. (“CBIZ Benefits”) were named as
defendants in a lawsuit filed in the U.S. District Court for the Western District of Pennsylvania. The federal court case is brought by
UPMC, d/b/a University of Pittsburgh Medical Center, and a health system it acquired, UPMC Altoona (formerly, Altoona Regional
Health System). The lawsuit asserts professional negligence, breach of contract, and negligent misrepresentation claims against CBIZ,
CBIZ Benefits and a former employee of CBIZ Benefits in connection with actuarial services provided by CBIZ Benefits to Altoona
Regional Health System. The complaint seeks damages in an amount of no less than $142.0 million.

The Company cannot predict the outcome of the above matters or estimate the possible loss or range of possible loss, if any. Although
the proceedings are subject to uncertainties inherent in the litigation process and the ultimate disposition of these proceedings is not
presently determinable, the Company intends to vigorously defend these cases.

In addition to those items disclosed above, the Company is, from time to time, subject to claims and suits arising in the ordinary
course of business.

Note 12. Employee Benefits

Employee Savings Plan

We sponsor a qualified 401(k) defined contribution plan that covers substantially all of our employees. Participating employees may
elect to contribute, on a tax-deferred basis, up to 80% of their pre-tax annual compensation (subject to a maximum permissible
contribution under Section 401(k) of the Internal Revenue Code). Matching contributions by us are 50% of the first 6% of base
compensation that the participant contributes, and additional amounts may be contributed at the discretion of the Board of Directors.
Participants may elect to invest their contributions in various funds including: equity, fixed income, stable value, and balanced -

F-25

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

lifecycle funds. Employer contributions (net of forfeitures) made to the plan during the years ended December 31, 2016, 2015 and
2014 were approximately $9.6 million, $9.0 million and $8.5 million, respectively.

Non-qualified Deferred Compensation Plan

We sponsor a non-qualified deferred compensation plan, under which certain members of management and other highly compensated
employees may elect to defer receipt of a portion of their annual compensation, subject to maximum and minimum percentage
limitations. The amount of compensation deferred under the plan is credited to each participant’s deferral account and a non-qualified
deferred compensation plan obligation is established by us. An amount equal to each participant’s compensation deferral is transferred
into a rabbi trust and invested in various debt and equity securities as directed by the participants. The assets of the rabbi trust are held
by the Company and recorded as “Assets of deferred compensation plan” in the accompanying Consolidated Balance Sheets.

Assets of the non- qualified deferred compensation plan consist primarily of investments in mutual funds, money market funds and
equity securities. The values of these investments are based on published market prices at the end of the period. Adjustments to the
fair value of these investments are recorded in “Other income, net,” offset by the same adjustments to compensation expense
(recorded as “Operating expenses” or “G&A expenses” in the accompanying Consolidated Statements of Comprehensive Income).

We recorded a gain of $5.3 million for the year ended December 31, 2016, a loss of $0.7 million for the year ended December 31,
2015 and a gain of $3.7 million for the year ended December 31, 2014 related to these investments. These investments are specifically
designated as available to the Company solely for the purpose of paying benefits under the non-qualified deferred compensation plan.
However, the investments in the rabbi trusts would be available to all unsecured general creditors in the event that we become
insolvent.

Deferred compensation plan obligations represent amounts due to plan participants and consist of accumulated participant deferrals
and changes in fair value of investments thereon since the inception of the plan, net of withdrawals. This liability is an unsecured
general obligation of the Company and is recorded as “Deferred compensation plan obligations” in the accompanying Consolidated
Balance Sheets.

The assets and liabilities related to the non-qualified deferred compensation plan at December 31, 2016 and 2015 were $69.9 million
and $64.2 million, respectively.

Note 13. Common Stock

The Company’s authorized common stock consists of 250.0 million shares of common stock, par value $0.01 per share (“common
stock”). The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of
stockholders. There are no cumulative voting rights with respect to the election of directors. Accordingly, the holder or holders of a
majority of the outstanding shares of common stock will be able to elect the directors of the Company then standing for election as
terms expire. Holders of common stock have no preemptive rights and are entitled to such dividends as may be declared by the CBIZ
Board of Directors out of funds legally available. The holders of our common stock are not entitled to any sinking fund, redemption or
conversion rights. On liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share ratably
in the net assets of the Company remaining after the payment to any and all creditors. The outstanding shares of common stock are
duly authorized, validly issued, fully paid and non-assessable.

Treasury Stock

The CBIZ Board of Directors approved various share repurchase programs that were effective during the years ended December 31,
2016, 2015 and 2014. Under these programs, shares may be purchased in the open market or in privately negotiated transactions
according to SEC rules.

The Company’s Share Repurchase Program (the “Share Repurchase Program”) does not obligate us to acquire any specific number of
shares and may be suspended at any time. Repurchased shares are held in treasury and may be reserved for future use in connection
with acquisitions, employee share plans and other general purposes. Under our credit facility, (described in Note 8, Debt and
Financing Arrangements) share repurchases are unlimited when total leverage is less than 3.0. When leverage is greater than 3.0, the
annual share repurchase is limited to $25.0 million.

F-26

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

During the years ended December 31, 2016 and 2015, we repurchased 0.9 million and 3.8 million shares on the open market at a cost
(including fees and commissions) of $9.1 million and $35.2 million under the Share Repurchase Program, respectively.

Note 14. Employee Share Plans

Employee Stock Purchase Plan

The 2007 Employee Stock Purchase Plan (“ESPP”), which has a termination date of June 30, 2017, allows qualified employees to
purchase shares of common stock through payroll deductions up to a limit of $25,000 of stock per calendar year. The price an
employee pays for shares is 85% of the fair market value of CBIZ common stock on the last day of the purchase period. Purchase
periods begin on the sixteenth day of the month and end on the fifteenth day of the subsequent month. Other than a one-year holding
period from the date of purchase, there is no vesting or other restrictions on the stock purchased by employees under the ESPP. Under
the ESPP, the total number of shares of common stock that can be purchased shall not exceed two million shares.

Stock Awards

In 2015, our shareholders approved the CBIZ, Inc. 2014 Stock Incentive Plan (“2014 Plan”), which replaced and, for future grants,
superseded the previous 2002 Plan. The 2014 Plan, which expires in 2024, has operating terms substantially similar to those of the
2002 Plan.

We granted various stock-based awards through the year ended December 31, 2016 under the 2014 Plan. The terms and vesting
schedules for the stock-based awards vary by type and date of grant. A maximum of 9.6 million stock options, restricted stock or
other stock based compensation awards may be granted. Shares subject to award under the 2014 Plan may be either authorized but
unissued shares of CBIZ common stock or treasury shares. At December 31, 2016, approximately 8.2 million shares were available
for future grant under the 2014 Plan.

We utilized the Black-Scholes-Merton option-pricing model to determine the fair value of stock options on the date of grant. The fair
value of stock options granted during the years ended December 31, 2016, 2015 and 2014 were $2.40, $2.34, $2.25, respectively. The
following weighted average assumptions were utilized:

Expected volatility (1)
Expected option life (years) (2)
Risk-free interest rate (3)
Expected dividend yield (4)

2016

2015

2014

24.88 %
4.62
1.12 %
0 %

26.65 %
4.64
1.32 %
0 %

28.83 %
4.66
1.38 %
0 %

(1) The expected volatility assumption was determined based upon the historical volatility of our stock price, using daily price

intervals.

(2) The expected option life was determined based upon our historical data using a midpoint scenario, which assumes all options are

exercised halfway between the expiration date and the weighted average time it takes the option to vest.

(3) The risk-free interest rate assumption was upon zero-coupon U.S. Treasury bonds with a term approximating the expected life of

the respective options.

(4) The expected dividend yield assumption was determined in view of our historical and estimated dividend payouts. We do not

expect to change our dividend payout policy in the foreseeable future.

During the years ended December 31, 2016, 2015 and 2014, we recognized compensation expense for these awards as follows (in
thousands):

Stock options
Restricted stock awards
Total stock-based compensation expense before income
tax benefit

2016

2015

2014

2,253 $
3,472

2,541 $
3,188

2,576
3,629

5,725 $

5,729 $

6,205

F-27

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Stock Options

Stock options granted during the years ended December 31, 2016, 2015 and 2014 were generally subject to a 25% incremental vesting
schedule over a four-year period commencing from the date of grant. Stock options expire six years from the date of grant and are
awarded with an exercise price equal to the market value of CBIZ common stock on the date of grant. At the discretion of the
Compensation Committee of the Board of Directors, options awarded under the 2014 Plan may vest in a time period shorter than four
years. Under the 2014 Plan, stock options awarded to non-employee directors have generally been granted with immediate vesting.
Stock options may be granted alone or in addition to other awards and may be of two types: incentive stock options and nonqualified
stock options. Stock option activity during the year ended December 31, 2016 was as follows (number of options in thousands):

Outstanding at December 31, 2015
Granted
Exercised
Expired or canceled
Outstanding at December 31, 2016
Vested and exercisable at December 31,
2016

Number of
Options

Weighted Average
Exercise Price
Per Share

Weighted Average
Remaining
Contractual Term

Aggregate Intrinsic
Value
(in millions)

4,885 $
654 $
(1,127 ) $
(36 ) $
4,376 $

7.50

10.35
7.16
7.56
8.02

3.17 years $

2,215 $

7.08

2.25 years $

24.9

14.7

 The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2016, 2015 and

2014 was $1.6 million, $2.1 million and $3.0 million, respectively.

 The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2016, 2015 and 2014
was $4.2 million, $4.6 million and $2.3 million, respectively. The intrinsic value is calculated as the difference between
CBIZ’s stock price on the exercise date and the exercise price of each option exercised.

 At December 31, 2016, we had unrecognized compensation cost for non-vested stock options of $4.9 million to be

recognized over a weighted average period of approximately 1.2 years.

Restricted Stock Awards

Under the 2014 Plan, certain employees and non-employee directors were granted restricted stock awards. Restricted stock awards are
independent of option grants and are granted at no cost to the recipients. The awards are subject to forfeiture if employment terminates
prior to the release of restrictions, generally one to four years from the date of grant. Recipients of restricted stock awards are entitled
to the same dividend and voting rights as holders of other CBIZ common stock, subject to certain restrictions during the vesting
period, and the awards are considered to be issued and outstanding from the date of grant. Shares granted under the 2014 Plan cannot
be sold, pledged, transferred or assigned during the vesting period.

Restricted stock award activity during the year ended December 31, 2016 was as follows:

Non-vested at December 31, 2015
Granted
Vested
Forfeited
Non-vested at December 31, 2016

Number of
Shares
(in thousands)

Weighted
Average
Grant-Date
Fair Value (1)
8.08
10.37
7.66
7.68
9.14

962 $
305 $
(435 ) $
(5 ) $
827 $

(1) Represents weighted average market value of the shares as the awards are granted at no cost to the recipients.

 At December 31, 2016, CBIZ had unrecognized compensation cost for restricted stock awards of $7.6 million to be

recognized over a weighted average period of approximately 1.12 years.

 The total fair value of shares vested during the years ended December 31, 2016, 2015 and 2014 was approximately $3.3

million, $3.1 million and $3.5 million, respectively.

F-28

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

 The market value of shares awarded during the years ended December 31, 2016, 2015 and 2014 was $3.2 million, $3.3

million and $4.1 million, respectively. This market value was recorded as unearned compensation and is being expensed
ratably over the periods which the restrictions lapse.

 Awards outstanding at December 31, 2016 will be released from restrictions at dates ranging from February 2017 through

May 2020.

Note 15. Earnings Per Share

The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings
per share from continuing operations for the years ended December 31, 2016, 2015 and 2014 (in thousands, except per share data):

Numerator:

Income from continuing operations

40,607 $

35,003 $

30,414

Year Ended December 31,
2015

2014

2016

Denominator:
Basic

Weighted average common shares outstanding

52,321

50,280

48,343

Diluted

Stock options (1)
Restricted stock awards
Contingent shares (2)
Convertible senior subordinated notes (3)
Diluted weighted average common shares outstanding

870
261
61
—
53,513

876
277
29
1,231
52,693

761
293
129
1,961
51,487

Earnings Per Share:

Basic earnings per share from continuing operations
Diluted earnings per share from continuing operations

$
$

0.78 $
0.76 $

0.70 $
0.66 $

0.63
0.59

(1) For the years ended December 31, 2016, 2015 and 2014, a total of 0.8 million, 1.5 million and 0.9 million stock based awards,
respectively, were excluded from the calculation of diluted earnings per share as their exercise prices would render them anti-
dilutive.

(2) Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by

CBIZ once future conditions have been met. For further details, refer to Note 18, Acquisitions.

(3) The 2010 Notes were retired on October 1, 2015 with the amounts available under the credit facility. The dilutive impact of
potential shares to be issued related to the 2010 Notes was based on the average share price of $9.62 and $8.71 in 2015 and
2014, which exceeded the conversion price of $7.41.

Note 16. Supplemental Cash Flow Disclosures

Cash paid for interest and income taxes during the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands):

Interest
Income taxes

Note 17. Related Parties

2016

2015

2014

$
$

6,019 $
19,314 $

7,986 $
23,558 $

9,268
18,277

The following is a summary of certain agreements and transactions between or among the Company and certain related parties.
Management reviews these transactions as they occur and monitors them for compliance with the Company’s Code of Conduct,
internal procedures and applicable legal requirements. The Audit Committee reviews and ratifies such transactions annually, or as they
are more frequently brought to the attention of the Audit Committee by the Company’s Director of Internal Audit, General Counsel or
other members of Management.

F-29

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

A number of the businesses acquired by us are located in properties owned indirectly by and leased from persons employed by the
Company, none of whom are members of our senior management. In the aggregate, we paid approximately $3.2 million, $2.7 million
and $2.2 million during the years ended December 31, 2016, 2015 and 2014, respectively, under such leases.

Rick L. Burdick, a director of CBIZ, is a partner of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”). Akin Gump performed
legal work for the Company during the years ended December 31, 2016, 2015 and 2014 for which we paid approximately $0.1
million, $0.2 million and $0.6 million, respectively.

We maintain joint-referral relationships and administrative service agreements with independent licensed CPA firms under which we
provide administrative services in exchange for a fee. These firms are owned by licensed CPAs who are employed by our subsidiaries
and provide audit and attest services to clients including our clients. The CPA firms with which we maintain administrative service
agreements operate as limited liability companies, limited liability partnerships or professional corporations. The firms are separate
legal entities with separate governing bodies and officers. We have no ownership interest in any of these CPA firms, and neither the
existence of the administrative service agreements nor the providing of services thereunder is intended to constitute control of the
CPA firms by the Company. CBIZ and the CPA firms maintain their own respective liability and risk of loss in connection with
performance of each of its respective services, and we do not believe that our arrangements with these CPA firms result in additional
risk of loss.

Note 18. Acquisitions

2016

During the year ended December 31, 2016, we acquired substantially all of the non-attest assets of six businesses; Millimaki Eggert,
L.L.P. (“Millimaki”), The Savitz Organization (“Savitz”), Flex-Pay Business Services, Inc. (Flex-Pay”), Ed Jacobs & Associates, Inc.
(“EJ&A”), Actuarial Consultants, Inc. (“ACI”) and The Seff Group, P.C. (“Seff”). Aggregate consideration for such acquisitions was
approximately $40.0 million in cash, $2.1 million in CBIZ common stock, and $21.1 million in contingent consideration.

Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses
acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent
arrangements is $23.5 million. We are required to record the fair value of this obligation at the acquisition date. Utilizing a probability
weighted income approach, we determined that the fair value of the contingent consideration arrangement was $21.1 million, of which
$6.6 million was recorded in “Contingent purchase price liability — current” and $14.5 million was recorded in “Contingent purchase
price liability — non-current” in the accompanying Consolidated Balance Sheets at December 31, 2016.

Annualized revenue for these acquisitions is estimated to be approximately $41.2 million. Pro forma results of operations have not
been presented because the effects of these acquisitions, individually and in aggregate, were not material to our “Income from
continuing operations before income taxes.”

First Quarter 2016

 The acquisition of Millimaki, located in San Diego, California, was effective January 1, 2016. Millimaki provides

professional tax, accounting, and financial services, with a specialty niche practice in the real estate sector, to closely held
businesses, their owners, and mid-to-high net worth individuals. Operating results are reported in the Financial Services
practice group.

Second Quarter 2016

 The acquisition of Savitz, headquartered in Philadelphia, Pennsylvania, with offices in Atlanta, Georgia, and Newton,

Massachusetts, was effective April 1, 2016. Savitz is an employee retirement and health and welfare benefits firm that
provides actuarial, consulting and administration outsourcing services. Operating results are reported in the Benefit and
Insurance Services practice group.

 The acquisition of Flex-Pay, located in Winston-Salem, North Carolina, was effective June 1, 2016. Flex-Pay provides

payroll processing, Affordable Care Act fulfillment, and human resource solutions to more than 3,600 clients primarily in
the Southeast. Operating results are reported in the Benefit and Insurance Services practice group.

F-30

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Third Quarter 2016

 The acquisition of EJ&A, an employee benefits consulting business located in Cleveland, Tennessee, was effective July 1,

2016. Operating results are reported in the Benefit and Insurance Services practice group.

Fourth Quarter 2016

 The acquisition of ACI, based in Torrance, California, was effective November 1, 2016. ACI provides design, consultation
and administration of 401(k) plans, profit-sharing plans, nonqualified plan administration and traditional defined benefit
plans. Operating results are reported in the Benefit and Insurance Services practice group.

 The acquisition of Seff, a full service accounting, tax, compliance and financial consulting firm located in Denver, Colorado,
was effective November 1, 2016. Operating results attributable to Seff are reported in the Financial Services practice
group.

2015

During the year ended December 31, 2015, we acquired substantially all of the assets of three businesses; Model Consulting, Inc.
(“Model”), Pension Resource Group, Inc. (“PRG”) and Cottonwood Group, Inc. (“Cottonwood”). Aggregate consideration for these
acquisitions consisted of approximately $10.5 million in cash, $1.4 million in CBIZ common stock, and $8.5 million in contingent
consideration.

Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses
acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent
arrangements is $8.7 million. We are required to record the fair value of this obligation at the acquisition date. Utilizing a probability
weighted income approach, we determined that the fair value of the contingent consideration arrangement was $8.5 million, of which
$2.9 million was recorded in “Contingent purchase price liability — current” and $5.6 million was recorded in “Contingent purchase
price liability — non-current” in the accompanying Consolidated Balance Sheets at December 31, 2015.

Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in aggregate, were
not material to our “Income from continuing operations before income taxes.”

First Quarter 2015

The acquisition of Model, located in Trevose, Pennsylvania, was effective March 1, 2015. Model provides employee benefit
consulting services to mid-sized companies in the Philadelphia and Southern New Jersey markets. Operating results are reported in the
Benefit and Insurance Services practice group.

Fourth Quarter 2015

 The acquisition of PRG, located in Woodstock, Georgia, was effective October 1, 2015. PRG provides pension
administration solutions including defined benefit administration, data warehousing, benefit communication,
compensation statement and human capital services to clients ranging in size from 500 to over 60,000 participants.
Operating results are reported in the Benefits and Insurance Services practice group.

 The acquisition of Cottonwood, located in Overland Park, Kansas, was effective December 1, 2015. Cottonwood provides
pension plan consulting, actuarial and investment services for institutional pension plans, retirement funds, endowment
funds and foundations. Operating results are reported in the Benefits and Insurance Services practice group.

2014

During the year ended December 31, 2014, we acquired substantially all of the assets of six businesses; Centric Insurance Agency
(“Centric”), Clearview National Partners, LLC (“Clearview”), Lewis Birch & Ricardo, LLC (“LBR”), Tegrit Group (“Tegrit”),
Rognstad’s Inc. d.b.a. Sattler Insurance Agency (“Sattler”) and Weekes & Callaway (“W&C”). Aggregate consideration for these
acquisitions consisted of approximately $43.9 million in cash, $2.9 million in CBIZ common stock, and $19.4 million in contingent
consideration.

F-31

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses
acquired. The maximum potential undiscounted amount of all future payments that we could be required to make under the contingent
arrangements is $20.9 million. We are required to record the fair value of this obligation at the acquisition date. Utilizing a probability
weighted income approach, we determined that the fair value of the contingent consideration arrangement was $19.4 million, of which
$5.0 million was recorded in “Contingent purchase price liability — current” and $14.4 million was recorded in “Contingent purchase
price liability — non-current” in the accompanying Consolidated Balance Sheets at December 31, 2014.

First Quarter 2014

 The acquisition of Centric, located in New Providence, New Jersey, was effective January 1, 2014. Centric is an insurance
broker providing property and casualty insurance, with a specialty in education and public schools. Operating results are
reported in the Benefit and Insurance Services practice group.

 The acquisition of Clearview, a specialized employee benefits broker focused on providing employee benefit solutions to

clients with more than 100 employees, located in Waltham, Massachusetts, was effective January 1, 2014. Operating
results are reported in the Benefit and Insurance Services practice group.

 The acquisition of LBR, located in Tampa Bay, Florida, was effective February 1, 2014. LBR is a professional tax,

accounting and consulting service provider with significant experience and expertise in matrimonial and family law
litigation support, not-for-profit entities and health care provider services. Operating results are reported in the Financial
Services practice group.

Second Quarter 2014

 The acquisition of Tegrit, a national provider of actuarial consulting and retirement plan administration based in Akron, Ohio,

was effective June 1, 2014. Operating results are reported in the Benefit and Insurance Services practice group.

Third Quarter 2014

 The acquisition of Sattler, based in Lewiston, Idaho, was effective September 1, 2014. Sattler provides property and casualty,
personal, and life insurance services, with a specialty in outdoor recreation insurance, to businesses across the United
States. Operating results are reported in the Benefit and Insurance Services practice group.

Fourth Quarter 2014

 The acquisition of W&C, located in Delray Beach, Florida, was effective November 1, 2014. W&C is a full service insurance

brokerage firm offering clients a complete line of services including commercial lines, personal lines, risk management,
and employee benefits. Operating results are reported in the Benefit and Insurance Services practice group.

F-32

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

The following table summarizes the amounts of identifiable assets acquired, liabilities assumed and aggregate purchase price for the
acquisitions in 2016, 2015 and 2014 (in thousands):

2016

2015

2014

Cash
Accounts receivable, net
Funds held for clients
Property and equipment
Other assets
Identifiable intangible assets
Accounts payable
Accrued liabilities
Income taxes payable
Deferred taxes
Client fund obligations

Total identifiable net assets

Goodwill

Aggregate purchase price

10 $
6,649
37,230
440
294
22,177
—
(1,133 )
—
—
(37,230 )
28,437
$
34,803
63,240

— $
1,501
—
—
52
7,037

(62 )
(1,552 )
—
—
—
6,976
13,471
20,447

1,381
4,204
—
—
464
17,952
(3,319 )
(3,513 )
(1,058 )
(1,834 )
—
14,277
51,873
66,150

The goodwill of $34.8 million, $13.5 million and $51.9 million arising from the acquisitions in 2016, 2015 and 2014, respectively,
consists largely of expected future earnings and cash flows from the existing management team, as well as the synergies created by the
integration of the new businesses within the CBIZ organization, including cross-selling opportunities expected with our Financial
Services group and the Benefit and Insurance Services group, to help strengthen our existing service offerings and expand our market
position. All of the goodwill is deductible for income tax purposes for 2016 and 2015, while substantially all of the goodwill is
deductible for 2014.

Client Lists

In 2016, we purchased seven client lists, one of which is recorded in the Financial Services practice group and six of which are
reported in the Benefit and Insurance Services practice group. Total consideration for these client lists was $1.2 million cash paid at
closing and an additional $1.2 million in guaranteed future consideration, and $1.5 million which is contingent upon future financial
performance of the client list.

We purchased six client lists in 2015, all of which are reported in the Benefit and Insurance Services practice group. Total
consideration for these client lists was $2.8 million cash paid at closing and an additional $0.8 million in guaranteed future
consideration, and $0.1 million which is contingent upon future financial performance of the client list.

In 2014, we purchased four client lists, three of which are reported in the Financial Services practice group and one of which is
recorded in the Benefit and Insurance Services practice group. Total consideration for these client lists was $1.0 million cash paid at
closing and an additional $0.2 million in cash, which is contingent upon future financial performance of the client list.

Contingent Earnouts for Previous Acquisitions

Under the terms of the acquisition agreements, we pay cash consideration and issue shares of CBIZ common stock as contingent
earnout for previous acquisitions. In 2016, we paid $7.1 million in cash and issued approximately 0.4 million shares of common stock.
In 2015, we paid $12.0 million in cash and issued approximately 0.3 million shares of common stock and in 2014, we paid $4.6
million in cash and issued approximately 0.1 million shares of common stock.

Change in Contingent Purchase Price Liability for Previous Acquisitions

In accordance with FASB ASC Topic 805, “Business Combinations,” we are required to evaluate in subsequent reporting periods the
fair value of contingent consideration related to previous acquisitions. We decreased the fair value of the contingent purchase price
liability related to prior acquisitions in 2016, by $1.3 million, due to lower than originally projected future results of the acquired
businesses. In 2015 and 2014, we decreased the fair value of the contingent purchase price liability by $2.9 million and $3.9 million,
respectively. These decreases are included as income in “Other income, net” in the accompanying Consolidated Statements of

F-33

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Comprehensive Income. For further discussion on contingent purchase price liabilities, refer to Note 6, Fair Value Measurements, to
the accompanying consolidated financial statements.

Note 19. Discontinued Operations and Divestitures

CBIZ will divest (through sale or closure) business operations that do not contribute to the Company’s long-term objectives for
growth, or that are not complementary to its target service offerings and markets. Divestitures are classified as discontinued operations
provided they meet the criteria as provided in FASB ASC Topic 205 “Presentation of Financial Statements — Discontinued
Operations — Other Presentation Matters”.

Discontinued Operations

Discontinued operations primarily consist of two small businesses under the Financial Services segment. In 2014, we committed to a
plan to sell these businesses and classified them as held for sale. In 2015, we completed the sale of these businesses for a total
purchase price of $2.7 million and recorded a gain of $1.4 million in “Gain on disposal of discontinued operations, net of tax” in the
accompanying Consolidated Statements of Comprehensive Income. Proceeds that are contingent upon a divested operation’s actual
future performance are recorded as gain on sale of discontinued operations in the period in which they are earned.

Summarized financial information for discontinued operations is shown below (in thousands):

Revenue
Loss from operations of discontinued operations before
income tax expense
Income tax benefit
Loss from operations of discontinued operations, net of tax

Gain on disposal of discontinued operations, before income
tax expense
Income tax expense
Gain on disposal of discontinued operations, net of tax

2016

2015

2014

— $

6,248 $

14,589

(917 ) $
(375 )
(542 ) $

(3,518 ) $
(1,195 )
(2,323 ) $

— $
—
— $

1,510 $
83
1,427 $

(925 )
(171 )
(754 )

133
34
99

Divestitures

Gains or losses from divested operations and assets that do not qualify for treatment as discontinued operations under GAAP are
recorded as “Gain on sale of operations, net” in the accompanying Consolidated Statements of Comprehensive Income. The $0.9
million net gain on sale of operations in 2016 was primarily due to the sale of two small books of business under the Benefits and
Insurance Services practice group. The net gain on sale of operations of $1.3 million in 2014 was primarily due to the sale of the
Miami, Florida office under the Financial Services practice group.

F-34

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Note 20. Quarterly Financial Data (Unaudited)

The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2016 and 2015 (in
thousands, except per share amounts).

Revenue
Operating expenses
Gross margin
Corporate general and administrative expenses
Operating income (loss)
Other income (expense):
Interest expense
Gain on sale of operations, net
Other income, net

Total other income (expense), net

Income (loss) from continuing operations before income
tax expense (benefit)
Income tax expense (benefit)
Income (loss) from continuing operations
Loss from operations of discontinued operations, net of tax
Net income (loss)
Earnings (loss) per share:
Basic:

Continuing operations
Discontinued operations
Net income (loss)

Diluted:

Continuing operations
Discontinued operations
Net income (loss)

Basic weighted average common shares
Diluted weighted average common shares

June 30,

2016
March 31,
September 30, December 31,
$ 224,238 $ 197,015 $ 199,794 $ 178,785
171,544
7,241
9,049
(1,808 )

174,069
25,725
8,679
17,046

173,996
23,019
8,346
14,673

178,117
46,121
10,245
35,876

(1,526 )
101
2,147
722

36,598
14,800
21,798
(30 )
21,768 $

(1,733 )
50
703
(980 )

13,693
5,306
8,387
(258 )
8,129 $

(1,760 )
329
2,632
1,201

18,247
7,260
10,987
(133 )
10,854 $

(1,574 )
375
1,475
276

(1,532 )
(967 )
(565 )
(121 )
(686 )

0.42 $
—
0.42 $

0.16 $
—
0.16 $

0.21 $
—
0.21 $

(0.01 )
—
(0.01 )

0.41 $
—
0.41 $
51,572
52,745

0.16 $
—
0.16 $
52,031
53,079

0.20 $
—
0.20 $
52,648
53,846

(0.01 )
—
(0.01 )
53,019
53,019

F-35

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Revenue
Operating expenses (1)
Gross margin
Corporate general and administrative expenses (1)
Operating income (loss)
Other (expense) income:
Interest expense
Gain (loss) on sale of operations, net
Other income (loss), net (1)

Total other (expense) income, net

Income (loss) from continuing operations before income
tax expense (benefit)
Income tax expense (benefit)
Income (loss) from continuing operations
Loss from operations of discontinued operations, net of tax
Gain (loss) on disposal of discontinued operations, net of
tax
Net income (loss)
Earnings (loss) per share:
Basic:

Continuing operations
Discontinued operations

Net income (loss)
Diluted:

Continuing operations
Discontinued operations
Net income (loss)

Basic weighted average common shares
Diluted weighted average common shares

June 30,

2015
March 31,
September 30, December 31,
$ 213,866 $ 185,042 $ 187,102 $ 164,412
159,914
4,498
8,019
(3,521 )

158,496
28,606
8,028
20,578

163,117
21,925
6,615
15,310

170,864
43,002
9,865
33,137

(2,977 )
56
2,859
(62 )

33,075
13,572
19,503
(335 )

(2,848 )
45
(1,126 )
(3,929 )

11,381
4,696
6,685
(330 )

(1,840 )
5
(2,367 )
(4,202 )

16,376
6,787
9,589
(561 )

(1,237 )
(22 )
1,780
521

(3,000 )
(2,226 )
(774 )
(1,097 )

—
19,168 $

290
6,645 $

1,172
10,200 $

(35 )
(1,906 )

0.41 $
(0.01 )
0.40 $

0.14 $
(0.01 )
0.13 $

0.19 $
0.01
0.20 $

(0.02 )
(0.01 )
(0.03 )

0.38 $
(0.01 )
0.37 $
48,146
51,385

0.13 $
—
0.13 $
49,464
52,024

0.18 $
0.01
0.19 $
51,736
54,445

(0.02 )
(0.02 )
(0.04 )
51,669
51,669

(1)

“Operating expenses” and “Corporate general and administrative expenses” include a reduction ($1.6 million and less than $0.1
million) related to a state payroll tax incentive associated with an office relocation. The reduction was recorded in “Other
(expense) income, net” beginning in the third quarter of 2015, but was reclassified to “Operating expenses” and “Corporate
general and administrative expenses” to align the incentives with the expenses associated with the office relocation. The
reclassification had no impact on “Income from continuing operations” or diluted earnings per share from continuing operations.

F-36

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Note 21. Segment Disclosures

CBIZ’s business units have been aggregated into three practice groups: Financial Services, Benefits and Insurance Services and
National Practices. The business units have been aggregated based on the following factors: similarity of the products and services
provided to clients, similarity of the regulatory environment and similarity of economic conditions affecting long-term performance.
The business units are managed along these segment lines. A general description of services provided by practice group is provided in
the table below.

Benefits and Insurance Services
• Group Health Benefits Consulting • Managed Networking and Hardware Services
• Payroll

• Healthcare Consulting

National Practices

• Property & Casualty
• Retirement Plan Services

Financial Services
• Accounting and Tax
• Government Healthcare Consulting
• Financial Advisory
• Valuation
• Risk & Advisory Services

Corporate and Other

Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses
are primarily comprised of certain healthcare costs, gains or losses attributable to assets held in the Company’s non-qualified deferred
compensation plan, share-based compensation, consolidation and integration charges, certain professional fees, certain advertising
costs and other various expenses.

Accounting policies of the practice groups are the same as those described in Note 1. Upon consolidation, intercompany accounts and
transactions are eliminated, thus inter-segment revenue is not included in the measure of profit or loss for the practice groups.
Performance of the practice groups is evaluated on operating income excluding those costs listed above, which are reported in the
“Corporate and Other” segment.

CBIZ operates in the United States and Canada and revenue generated from such operations during the years ended December 31,
2016, 2015 and 2014 was as follows (in thousands):

United States
Canada

Total revenue

Year Ended December 31,
2015
748,971 $
1,451
750,422 $

2016
798,420 $
1,412
799,832 $

2014
717,865
1,618
719,483

There is no one customer that represents a significant portion of CBIZ’s revenue.

F-37

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Segment information for the years ended December 31, 2016, 2015 and 2014 was as follows (in thousands):

Total other income

For the Year Ended December 31, 2016

Financial
Services

Benefits and
Insurance
Services

National
Practices

Corporate
and Other

Total

$ 501,307 $ 267,606 $
223,487
44,119
—
44,119

432,254
69,053
—
69,053

30,919 $
27,697
3,222
—
3,222

— $ 799,832
697,726
102,106
36,319
65,787

14,288
(14,288 )
36,319
(50,607 )

—
—
209
209

(39 )
—
367
328

—
—
3
3

(6,554 )
855
6,378
679

(6,593 )
855
6,957
1,219

Income (loss) from continuing operations before income
tax expense

69,262 $

44,447 $

3,225 $

(49,928 ) $

67,006

Revenue
Operating expenses (1)
Gross margin
Corporate general and administrative expenses (1)
Operating income (loss)
Other income (expense):
Interest expense
Gain on sale of operations, net
Other (expense) income, net (1)
Total other (expense) income

Income (loss) from continuing operations before income
tax expense

For the Year Ended December 31, 2015

Financial
Services

Benefits and
Insurance
Services

National
Practices

Corporate
and Other

Total

$ 476,396 $ 244,493 $
202,138
42,355
—
42,355

411,325
65,071
—
65,071

29,533 $
26,417
3,116
—
3,116

— $ 750,422
652,391
98,031
32,527
65,504

12,511
(12,511 )
32,527
(45,038 )

—
—
(147 )
(147 )

(35 )
—
467
432

—
—
4
4

(8,867 )
84
822
(7,961 )

(8,902 )
84
1,146
(7,672 )

64,924 $

42,787 $

3,120 $

(52,999 ) $

57,832

(1)

“Operating expenses” under the Financial Services and Benefits and Insurance Services practice groups include a reduction of
$0.9 million and $0.6 million related to a state payroll tax incentive associated with an office relocation. “Corporate general and
administrative expenses” include a reduction of less than $0.1 million related to the office relocation as discussed above. The
reductions was recorded in “Other (expense) income, net” in 2015 but was reclassified to “Operating expenses” and “Corporate
general and administrative expenses” to align the incentives with the expenses associated with the office relocation. The
reclassification had no impact on “Income from continuing operations” or diluted earnings per share from continuing operations.

F-38

CBIZ, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)

Total other income (expense)

For the Year Ended December 31, 2014

Financial
Services

Benefits and
Insurance
Services

National
Practices

Corporate
and Other

Total

$ 465,130 $ 224,898 $
186,002
38,896
—
38,896

399,783
65,347
—
65,347

29,455 $
26,798
2,657
—
2,657

— $ 719,483
629,804
89,679
34,183
55,496

17,221
(17,221 )
34,183
(51,404 )

—
—
417
417

(31 )
—
557
526

—
—
4
4

(13,093 )
1,303
5,915
(5,875 )

(13,124 )
1,303
6,893
(4,928 )

Income (loss) from continuing operations before income
tax expense

65,764 $

39,422 $

2,661 $

(57,279 ) $

50,568

Note 22. Subsequent Events

On February 9, 2017, the CBIZ Board of Directors authorized the continuation of the Share Repurchase Program, which has been
renewed annually for the past thirteen years. This authorization renews the 5.0 million share authorization currently in place which
expires on March 31, 2017 and authorizes the purchase of up to 5.0 million additional shares of our outstanding common stock to be
obtained in open market, privately negotiated, or 10b5-1 trading plan purchases through March 31, 2018, which may include
purchases from CBIZ employees, Officers and Directors.

Subsequent to December 31, 2016 up to the date of this filing, we repurchased approximately 0.2 million shares in the open market at
a total cost of approximately $2.2 million under our current Rule 10b5-1 trading plan, which allows us to repurchase shares below a
predetermined price per share.

F-39

Board of Directors

BACK ROW: Michael H. DeGroote, Sherrill W. Hudson, Donald V. Weir,
Rick L. Burdick (Lead Director and Vice Chairman), Jerome P. Grisko Jr.

FRONT ROW: Joseph S. DiMartino, Gina D. France,
Steven L. Gerard (Chairman), Benaree Pratt Wiley, Todd J. Slotkin

Executive Team

Jerome P. Grisko Jr. – President and Chief Executive Officer

Ware H. Grove – Senior Vice President and Chief Financial Officer

Chris Spurio – President, Financial Services

Michael P. Kouzelos – President, Benefits and Insurance Services

Michael W. Gleespen – Secretary and General Counsel

John A. Fleischer – Senior Vice President and Chief Information Officer

Mark M. Waxman – Senior Vice President and Chief Marketing Officer

Teresa E. Bur – Senior Vice President and Chief Human Resources Officer

CELEBRATING 20 YEARS

Focus on Growth

2016 Annual Report

Executive Office
Executive Office

CBIZ, Inc.
CBIZ, Inc.
6050 Oak Tree Blvd., South, Suite 500
6050 Oak Tree Blvd., South, Suite 500
Cleveland, OH 44131
Cleveland, OH 44131
216.447.9000
216.447.9000

Security Markets
Security Markets

Shares of CBIZ, Inc. are listed on the New York Stock Exchange
Shares of CBIZ, Inc. are listed on the New York Stock Exchange
under the ticker symbol “CBZ.”
under the ticker symbol “CBZ.”

Stock Transfer Agent and Registrar
Stock Transfer Agent and Registrar

Computershare
Computershare
P.O. BOX 30170
P.O. BOX 30170
College Station, TX 77842-3170
College Station, TX 77842-3170

1.888.726.8085 (US, Canada, Puerto Rico)
1.888.726.8085 (US, Canada, Puerto Rico)
1.781.575.3120 (non-US)
1.781.575.3120 (non-US)
web.queries@computershare.com
web.queries@computershare.com
www.computershare.com/investor
www.computershare.com/investor

By overnight delivery:
By overnight delivery:
Computershare
Computershare
211 Quality Circle, Suite 210
211 Quality Circle, Suite 210
College Station, TX 77845
College Station, TX 77845

Shareholders’ Information
Shareholders’ Information

Copies of reports filed with the Securities and Exchange Commission
Copies of reports filed with the Securities and Exchange Commission
are available online at www.cbiz.com, or by written request to:
are available online at www.cbiz.com, or by written request to:

CBIZ, Inc.
CBIZ, Inc.
Attn: Investor Relations
Attn: Investor Relations
6050 Oak Tree Blvd., South, Suite 500
6050 Oak Tree Blvd., South, Suite 500
Cleveland, OH 44131
Cleveland, OH 44131

Annual Meeting
Annual Meeting

The Annual Meeting of Shareholders will be held on Thursday, May 11, 2017,
The Annual Meeting of Shareholders will be held on Thursday, May 11, 2017,
at 8:00 a.m. at Park Center Plaza III 6050 Oak Tree Blvd., South, Lower Level,
at 8:00 a.m. at Park Center Plaza III 6050 Oak Tree Blvd., South, Lower Level,
Independence, OH 44131
Independence, OH 44131

Independent Public Accountants
Independent Public Accountants

KPMG, LLP
KPMG, LLP

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