21 unchanged sentences
Changes in and waivers to the Code of Ethics for our directors, executive officers and certain senior financial officers will be posted on our website within five business days and maintained for at least 12 months.
+Added: Insider Trading
+Added: We have adopted a policy on the prevention of insider trading, governing the purchase, sale and other dispositions of our securities by directors, officers, and employees.
+Added: We believe that our trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.
+Added: A copy of our policy on the prevention of insider trading is filed as Exhibit 19 to this Form 10-K.
Executive Compensation.
12 unchanged sentences
Financial Statement Schedules
−Removed: The required information is included in the Consolidated Financial Statements or Notes thereto.
+Added: Schedules have been omitted since they are not applicable, not required, not material, or the information is included elsewhere herein.
List of Exhibits
14 unchanged sentences
† Form of Restricted Stock Unit Agreement for awards granted to other employees on or after December 30, 2019 (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 10-K for the year ended December 31, 2019).
−Removed: Form of Restricted Stock Unit Agreement for awards granted to executive officers on or after January 29, 2024.
−Removed: Form of Restricted Stock Unit Agreement for awards granted to certain senior personnel on or after January 29, 2024.
−Removed: Form of Restricted Stock Unit Agreement for awards granted to certain other employees on or after January 29, 2024.
−Removed: † Form of Employee Award Notice and Agreement under LTIP granted on or after December 30, 2019 (incorporated by reference to Exhibit 10.22 to the Registrant’s Form 10-K for the year ended December 31, 2019).
−Removed: *† Form of Employee Award Notice and Agreement under LTIP granted on or after January 29, 2024.
+Added: Form of Restricted Stock Unit Agreement for awards granted to executive officers on or after January 29, 2024 (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-K for the year ended December 31, 2023).
+Added: Form of Restricted Stock Unit Agreement for awards granted to certain senior personnel on or after January 29, 2024 (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-K for the year ended December 31, 2023).
+Added: Form of Restricted Stock Unit Agreement for awards granted to certain other employees on or after January 29, 2024 (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-K for the year ended December 31, 2023).
2024 Form 10-K
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
+Added: † Form of Employee Award Notice and Agreement under LTIP granted on or after December 30, 2019 (incorporated by reference to Exhibit 10.22 to the Registrant’s Form 10-K for the year ended December 31, 2019).
+Added: Form of Employee Award Notice and Agreement under LTIP granted on or after January 29, 2024 (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-K for the year ended December 31, 2023).
† Directors Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended September 30, 2012).
2 unchanged sentences
† Directors Compensation Plan (as amended and restated April 1, 2017) (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2017).
+Added: *† Directors Compensation Plan (as amended and restated January 1, 20 25 )
Insperity, Inc.
17 unchanged sentences
Long-Term Incentive Program (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 2, 2015).
−Removed: I nsperity, Inc.
−Removed: Long-Term Incentive Program, as amended and res tated January 29, 2024.
10.24 Insperity, Inc.
+Added: Long-Term Incentive Program, as amended and restated January 29, 2024 (incorporated by reference to Exhibit 10.23 to the Registrant's Form 10-K for the year ended December 31, 2023).
+Added: 10.25 † Insperity, Inc.
Executive Severance Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on January 3, 2020 ).
5 unchanged sentences
(fka Administaff of Texas, Inc.) and United Healthcare Insurance Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2005).
+Added: 2024 Form 10-K
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
10.29 (+) Amendment to Minimum Premium Financial Agreement, as amended effective January 1, 2009, by and between Insperity Holdings, Inc.
4 unchanged sentences
(fka Administaff of Texas, Inc.) and UnitedHealthcare Insurance Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2013).
−Removed: 2023 Form 10-K
−Removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
10.32 (+) Amendment to Minimum Premium Administrative Services Agreement, as amended effective January 1, 2013, by and between Insperity Holdings, Inc.
15 unchanged sentences
10.41 (+) Letter Agreement by and between Insperity Holdings, Inc.
−Removed: and United Healthcare Insurance company entered into as of December 28, 2021.
+Added: and United Healthcare Insurance company entered into as of December 28, 2021 (incorporated by reference to Exhibit 10.55 to the Registrant's Form 10-K for the year ended December 31, 2021).
+Added: Letter Agree ment by and between Insperity Holdings, Inc.
+Added: and United Healthcare Insurance company entered into as of October 29 , 2024.
+Added: 2024 Form 10-K
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
10.43 Amended and Restated Credit Agreement dated February 6, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 12, 2018).
4 unchanged sentences
10.48 Fifth Amendment to the Amended and Restated Credit Agreement dated September 28, 2023 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q for the quarter ended September 30, 2023).
+Added: 10.49 Sixth Amendment to the Amended and Restated Credit Agreement dated April 26, 2024 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q for the quarter ended March 31, 2024).
+Added: * Policy on the Prevention of Insider Trading
21.1 * Subsidiaries of Insperity, Inc.
−Removed: 2023 Form 10-K
−Removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
23.1 * Consent of Independent Registered Public Accounting Firm.
5 unchanged sentences
97 Insperity, Inc.
−Removed: Policy for Recovery of Erroneously Awarded Compensation Applicable to Executive Officers.
+Added: Policy for Recovery of Erroneously Awarded Compensation Applicable to Executive Officers (incorporated by reference to Exhibit 97 to the Registrant's Form 10-K for the year ended December 31, 2023).
101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
15 unchanged sentences
INSPERITY, INC.
−Removed: /s/ Douglas S.
Executive Vice President of Finance,
Chief Financial Officer & Treasurer
−Removed: (Principal Financial Officer and
+Added: (Principal Financial Officer)
+Added: Senior Vice President of Finance
+Added: and Accounting
(Principal Accounting Officer)
6 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Douglas S.
−Removed: Sharp Executive Vice President of Finance,
−Removed: Chief Financial Officer & Treasurer
−Removed: (Principal Financial Officer and
+Added: Allison Executive Vice President of Finance,
+Added: Allison Chief Financial Officer & Treasurer
+Added: (Principal Financial Officer)
+Added: Duffy Senior Vice President of Finance
+Added: Duffy and Accounting
(Principal Accounting Officer)
1 unchanged sentence
Latha Ramchand
+Added: Philip Wilmington
/s/ Christian P.
4 unchanged sentences
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Management’s Report on Internal Control
1 unchanged sentence
Consolidated Balance Sheets
−Removed: Consolidated Statements of Income and Comprehensive Income
−Removed: Consolidated Statements of Stockholders’ Equity and (Deficit)
+Added: Consolidated Statements of Income
+Added: Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
6 unchanged sentences
We have audited the accompanying consolidated balance sheets of Insperity, Inc.
−Removed: (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, stockholders' equity and (deficit), and cash flows for each of the three years in the period ended December 31, 2023 , and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2024 , and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 , in conformity with U.S.
21 unchanged sentences
While the policy with United is a fully insured plan, as a result of certain contractual terms, the Company accounts for this plan using a partially self-funded insurance accounting model.
−Removed: Accordingly, the Company records the cost of the United plan, including an estimate of the incurred claims, taxes and administrative fees, as benefits expense, which is a component of Payroll taxes, benefits and workers’ compensation costs in the consolidated statement of income and comprehensive income.
+Added: Accordingly, the Company records the cost of the United plan, including an estimate of the incurred claims, taxes and administrative fees, as benefits expense, which is a component of Payroll taxes, benefits and workers’ compensation costs in the consolidated statement of income.
The estimated incurred but not reported claims under the Company’s United insurance policy are based upon:
27 unchanged sentences
In management’s opinion, the Company has maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in the COSO 2013 framework .
−Removed: Sarvadi /s/ Douglas S.
−Removed: Sarvadi Douglas S.
+Added: Sarvadi /s/ James D.
+Added: Sarvadi James D.
Chairman of the Board &
9 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 , based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, stockholders’ equity and (deficit), and cash flows for each of the three years in the period ended December 31, 2023 , and the related notes and our report dated February 8, 2024 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024 , and the related notes and our report dated February 10, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
21 unchanged sentences
CONSOLIDATED BALANCE SHEETS
−Removed: (in thousands, except per share amounts) December 31, 2023 December 31, 2022
+Added: (in millions, except per share amounts)
+Added: December 31, 2024 December 31, 2023
Cash and cash equivalents $ 1,039 $ 693
36 unchanged sentences
( 864 ) ( 831 )
−Removed: Accumulated other comprehensive income (loss), net of tax 9 ( 82 )
Retained earnings 738 739
5 unchanged sentences
INSPERITY, INC.
−Removed: CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
+Added: CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
−Removed: (in thousands, except per share amounts) 2023 2022 2021
+Added: (in millions, except per share amounts)
2024 2023 2022
+Added: $ 6,581 $ 6,486 $ 5,939
Payroll taxes, benefits and workers’ compensation costs
15 unchanged sentences
Net income $ 91 $ 171 $ 179
−Removed: Unrealized gain (loss) on available-for-sale securities, net of tax 91 ( 73 ) ( 14 )
−Removed: Comprehensive income $ 171,473 $ 179,277 $ 124,066
Net income per share of common stock
5 unchanged sentences
INSPERITY, INC.
−Removed: CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND (DEFICIT)
−Removed: Common Stock Issued Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Total
−Removed: (in thousands) Shares Amount
+Added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
+Added: Common Stock Issued Additional Paid-In Capital Treasury Stock Retained Earnings Total
+Added: (in millions)
+Added: Shares Amount
Balance at December 31, 2021 55 $ 1 $ 109 $ ( 665 ) $ 553 $ ( 2 )
2 unchanged sentences
Stock-based compensation expense — — 49 1 — 50
−Removed: Exercise of stock options — — ( 329 ) 569 — — 240
Other — — 2 1 1 4
Dividends paid — — — — ( 77 ) ( 77 )
−Removed: Unrealized loss on marketable securities, net of tax — — — — ( 14 ) — ( 14 )
Net income — — — — 179 179
5 unchanged sentences
Dividends paid — — — — ( 84 ) ( 84 )
−Removed: Unrealized loss on marketable securities, net of tax — — — — ( 73 ) — ( 73 )
Net income — — — — 171 171
5 unchanged sentences
Dividends paid — — — — ( 89 ) ( 89 )
−Removed: Unrealized gain on marketable securities, net of tax — — — — 91 — 91
Net income — — — — 91 91
6 unchanged sentences
Year Ended December 31,
−Removed: (in thousands) 2023 2022 2021
+Added: (in millions)
+Added: 2024 2023 2022
Cash flows from operating activities
30 unchanged sentences
Net cash used in financing activities ( 173 ) ( 155 ) ( 141 )
−Removed: Net increase in cash, cash equivalents, restricted cash and funds held for clients 21,746 174,419 21,069
−Removed: Cash, cash equivalents, restricted cash and funds held for clients beginning of year
+Added: Net increase in cash, cash equivalents, restricted cash, funds held for clients, and deposits – workers’ compensation 309 21 174
+Added: Cash, cash equivalents, restricted cash, funds held for clients, and deposits – workers’ compensation beginning of year
1,035 1,014 840
−Removed: Cash, cash equivalents, restricted cash and funds held for clients end of year
+Added: Cash, cash equivalents, restricted cash, funds held for clients, and deposits – workers’ compensation end of year
$ 1,344 $ 1,035 $ 1,014
5 unchanged sentences
Year Ended December 31,
−Removed: (in thousands) 2023 2022 2021
+Added: (in millions)
+Added: 2024 2023 2022
Supplemental cash flow information:
2 unchanged sentences
ROU assets obtained in exchange for lease obligations 29 22 10
−Removed: Excise tax liability accrued for common stock repurchases 544 — —
See accompanying notes.
7 unchanged sentences
We were organized as a corporation in 1986 and have provided PEO services since inception.
−Removed: Our most comprehensive HR services offerings are provided through our Workforce Optimization ® and Workforce Synchronization TM solutions (together, our “PEO HR Outsourcing Solutions”), which encompass a broad range of human resources functions, including payroll and employment administration, employee benefits, workers’ compensation, government compliance, performance management and training and development services, along with our cloud-based human capital management platform, known as Insperity Premier TM .
+Added: Our most comprehensive HR services offerings are provided through our Workforce Optimization ® and Workforce Synchronization TM solutions (together, our “PEO HR Outsourcing Solutions”), which encompass a broad range of human resources functions, including payroll and employment administration, employee benefits, workers’ compensation, government compliance, performance management and training and development services, along with our cloud-based human capital management platform solution, the Insperity Premier TM platform.
In addition to our PEO HR Outsourcing Solutions, we offer a comprehensive traditional payroll and human capital management solution, known as our Workforce Acceleration TM solution (our “Traditional Payroll Solution”).
27 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: represent unbilled accounts receivable of $ 668.9 million and $ 600.4 million at December 31, 2023 and December 31, 2022, and are included in accounts receivable, net on our Consolidated Balance Sheets.
+Added: represent unbilled accounts receivable of $ 810 million and $ 669 million at December 31, 2024 and December 31, 2023, respectively, and are included in accounts receivable, net on our Consolidated Balance Sheets.
Pursuant to the “practical expedients” provided under ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers , we expense sales commissions when incurred because the terms of our contracts are cancellable by either party with a 30-day notice.
−Removed: These costs are recorded in commissions in our Consolidated Statements of Income and Comprehensive Income.
+Added: These costs are recorded in commissions in our Consolidated Statements of Income.
Our revenue for our PEO HR Outsourcing Solutions by geographic region and for our other products and services offerings are as follows:
Year Ended December 31,
−Removed: (in thousands) 2023 2022 2021
+Added: (in millions)
+Added: 2024 2023 2022
Northeast $ 1,801 $ 1,757 $ 1,625
14 unchanged sentences
Year Ended December 31,
−Removed: (in thousands) 2023 2022 2021
+Added: (in millions)
+Added: 2024 2023 2022
Gross billings $ 43,752 $ 43,141 $ 40,127
4 unchanged sentences
Segment Reporting
−Removed: We operate one reportable segment under ASC 280, Segment Reporting .
+Added: ASC 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with our internal organizational structure as well as information about geographical areas and business segments.
+Added: We use the management approach to determine reportable operating segments.
+Added: The management approach considers the internal organization and reporting used by our chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.
2024 Form 10-K
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Our CODM has been identified as our chief executive officer, who reviews results when making decisions about allocating resources and assessing performance, in addition to considering our geographical footprint, which is based in the United States, and the management of our business activities, which is done on a consolidated basis.
+Added: Based on management’s assessment, we determined that we have only one operating segment and therefore one reportable segment, HR Solutions, as defined by ASC 280.
+Added: The HR Solutions segment derives revenue from customers by providing various human resource services through professional service contracts.
+Added: The accounting policies of the HR Solutions segment are the same as those described in the summary of significant accounting policies.
+Added: The measure of segment assets is reported on our Consolidated Balance Sheets as total assets, and the CODM assesses performance and decides how to allocate resources based on net income as reported on our Consolidated Statements of Income.
+Added: The CODM reviews revenues and expenses at the consolidated level as disclosed in our Consolidated Statements of Income and uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into our HR Solutions segment or into other areas of the entity, such as for acquisitions or to pay dividends.
+Added: Net income is also used to monitor budget versus actual results and in competitive analysis by benchmarking to our competitors.
+Added: The competitive analysis and the monitoring of budgeted versus actual results are used in assessing the segment’s performance and in establishing management’s compensation.
+Added: Since we have only one operating segment, we do not have intra-segment sales or transfers.
Principles of Consolidation
8 unchanged sentences
Cash, Cash Equivalents and Marketable Securities
−Removed: We invest our excess cash in federal government and municipal-based money market funds and debt instruments of U.S.
−Removed: municipalities.
−Removed: All highly liquid investments with stated maturities of three months or less from date of purchase are classified as cash equivalents.
−Removed: Liquid investments with stated maturities of greater than three months are classified as marketable securities in current assets.
+Added: We invest our excess cash in federal government and municipal-based money market funds.
+Added: All highly liquid investments with original maturities of three months or less from date of purchase are classified as cash equivalents.
+Added: Liquid investments with original maturities of greater than three months from the date of purchase are classified as marketable securities in current assets.
We account for marketable securities in accordance with ASC 320, Investments — Debt and Equity Securities .
1 unchanged sentence
At December 31, 2024 and 2023, all of our investments in marketable securities were classified as available-for-sale, and as a result, were reported at fair value.
−Removed: Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit).
The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts from the date of purchase to maturity.
5 unchanged sentences
Property and equipment, net consisted of the following:
−Removed: (in thousands) December 31, 2023 December 31, 2022
−Removed: Land $ 6,215 $ 6,215
+Added: 2024 Form 10-K
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (in millions)
+Added: December 31, 2024 December 31, 2023
Buildings and improvements 225 217
5 unchanged sentences
Property and equipment, net $ 192 $ 197
−Removed: 2023 Form 10-K
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The estimated useful lives of property and equipment for purposes of computing depreciation are as follows:
16 unchanged sentences
The capitalized costs are recorded in our short-term and long-term other assets on our Consolidated Balance Sheets.
−Removed: Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, typically a two to five year period.
−Removed: We recognized $5.7 million and $1.9 million in amortization of SaaS implementation costs in 2023 and 2022, respectively.
+Added: Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement, typically a one to five year period.
+Added: We recognized $ 11 million, $ 6 million, and $ 2 million in amortization of SaaS implementation costs in 2024 , 2023, and 2022, respectively.
+Added: These costs are recorded in general and administrative expenses in our Consolidated Statements of Income.
Unamortized SaaS implementation costs were $ 16 million and $ 24 million at December 31, 2024 and 2023, respectively.
−Removed: We determine if an arrangement is a lease at inception of a contract in accordance with ASC 842, Leases, as well as the Financial Accounting Standards Board issued Accounting Standards Updates clarifying the lease guidance.
+Added: We determine if an arrangement is a lease at inception of a contract in accordance with ASC 842, Leases, as well as the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates clarifying the lease guidance.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
2 unchanged sentences
The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
+Added: 2024 Form 10-K
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense.
1 unchanged sentence
Please read Note 11, “Leases,” for additional information.
+Added: Leases with an initial term of 12 months or less are not recorded on the balance sheet;
+Added: instead, lease payments are recognized as lease expense on a straight-line basis over the lease term.
Goodwill and Other Intangible Assets
5 unchanged sentences
Based on the results of our analysis, no impairment loss was recognized in 2024 , 2023 or 2022 .
−Removed: 2023 Form 10-K
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Health Insurance Costs
−Removed: We provide group health insurance coverage under a single-employer plan that covers both our WSEEs in our PEO HR Outsourcing Solutions and our corporate employees and utilizes a national network of carriers, including UnitedHealthcare (“United”), UnitedHealthcare of California, Kaiser Permanente, Blue Shield of California, HMSA BlueCross BlueShield of Hawaii, and Tufts (known as Harvard Pilgrim Health Care (HPHC) beginning in 2024), all of which provide fully insured policies or service contracts.
+Added: We provide group health insurance coverage under a single-employer plan that covers both our WSEEs in our PEO HR Outsourcing Solutions and our corporate employees and utilizes a national network of carriers, including UnitedHealthcare (“United”), UnitedHealthcare of California, Kaiser Permanente, Blue Shield of California, HMSA BlueCross BlueShield of Hawaii, and Harvard Pilgrim Health Care, formerly known as Tufts, all of which provide fully insured policies or service contracts.
Approximately 86 % of our costs related to health insurance coverage are provided under our policy with United.
While the policy with United is a fully insured plan, as a result of certain contractual terms, we have accounted for this plan since its inception using a partially self-funded insurance accounting model.
−Removed: Effective January 1, 2020, under the amended agreement with United, we no longer have financial responsibilities for a participant’s annual claim costs that exceed $1 million (“Pooling Limit”).
−Removed: Accordingly, we record the cost of the United plan, including an estimate of the incurred claims, taxes and administrative fees (collectively the “Plan Costs”), as benefits expense, which is a component of direct costs, in our Consolidated Statements of Income and Comprehensive Income.
+Added: Effective January 1, 2020, under the amended agreement with United, we no longer have financial responsibilities for a participant’s annual claim costs that exceed $1 million (“Individual Claims Limit”).
+Added: Accordingly, we record the cost of the United plan, including an estimate of the incurred claims, taxes and administrative fees (collectively the “Plan Costs”), as benefits expense, which is a component of direct costs, in our Consolidated Statements of Income.
The estimated incurred but not reported claims are based upon:
10 unchanged sentences
As this amount is less than the agreed-upon $ 9 million surplus maintenance level, the $ 14 million difference is included in accrued health insurance costs, a current liability, in our Consolidated Balance Sheets.
−Removed: The premiums, including the additional quarterly premiums, owed to United at December 31, 2023 were $ 6.5 million, which is included in accrued health insurance costs, a current liability in our Consolidated Balance Sheets.
−Removed: Our benefits costs incurred in 2023 included a decrease of $ 13.0 million for changes in estimated run-off related to prior periods, net of Pooling Limit.
−Removed: Our benefits costs incurred in 2022 included an increase of $ 12.1 million for changes in estimated run-off related to prior periods.
−Removed: Our benefits costs incurred in 2021 included an increase of $4.9 million for changes in estimated run-off related to prior periods.
+Added: The premiums, including the additional quarterly premiums, owed to United at December 31, 2024 were less than $ 1 million, which is included in accrued health insurance costs, a current liability in our Consolidated Balance Sheets.
+Added: Our benefits costs incurred in 2024 included a decrease of $ 29 million for changes in estimated run-off related to prior periods, net of Individual Claims Limit.
+Added: Our benefits costs incurred in 2023 included a decrease of $ 13 million for changes in estimated run-off related to prior periods, net of Individual Claims Limit.
Workers’ Compensation Costs
−Removed: Our workers’ compensation coverage for our WSEEs in our PEO HR Outsourcing Solutions has been provided through an arrangement with the Chubb Group of Insurance Companies or its predecessors (the “Chubb Program”) since 2007.
−Removed: The Chubb Program is fully insured in that Chubb has the responsibility to pay all claims incurred under the policy regardless of whether we satisfy our responsibilities.
+Added: Our workers’ compensation coverage for our WSEEs in our PEO HR Outsourcing Solutions has been provided through arrangements with the Chubb Group of Insurance Companies or its predecessors (the “Chubb Program”) since 2007.
+Added: 2024 Form 10-K
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Chubb Program is fully insured in that Chubb has the responsibility to pay all claims incurred under the policy regardless of whether we satisfy our responsibilities.
Under the Chubb Program, for claims incurred on or before September 30, 2019, we have financial responsibility to Chubb for the first $ 1 million layer of claims per occurrence and, for claims over $ 1 million, up to a maximum aggregate amount of $ 6 million per policy year for claims that exceed $ 1 million.
4 unchanged sentences
Accordingly, the accrual of related incurred costs in each reporting period includes estimates, which take into account the ongoing development of claims and therefore requires a significant level of judgment.
−Removed: 2023 Form 10-K
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We utilize a third-party actuary to estimate our loss development rate, which is primarily based upon the nature of WSEEs’ job responsibilities, the location of WSEEs, the historical frequency and severity of workers’ compensation claims, and an estimate of future cost trends.
Each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into our workers’ compensation claims cost estimates.
−Removed: During the years ended December 31, 2023, 2022, and 2021, we reduced accrued workers’ compensation costs by $ 33.5 million, $ 42.2 million and $ 41.7 million, respectively, for changes in estimated losses related to prior periods.
+Added: During the year ended December 31, 2024 and 2023, we reduced accrued workers’ compensation costs by $ 32 million and $ 33 million, respectively, for changes in estimated losses related to prior periods.
Workers’ compensation cost estimates are discounted to present value at a rate based upon the U.S.
−Removed: Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate utilized in 2023 was 4.3 % and in 2022 was 2.9 %) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Income and Comprehensive Income.
+Added: Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate utilized was 4.3 % in both 2024 and 2023) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Income.
The following table provides the activity and balances related to incurred but not paid workers’ compensation claims:
Year Ended December 31,
−Removed: (in thousands) 2023 2022
+Added: (in millions)
Beginning balance, January 1, $ 220 $ 229
−Removed: Accrued claims 61,720 49,121
+Added: Accrued claims, net 65 61
Present value discount, net of accretion ( 12 ) ( 13 )
8 unchanged sentences
The level of claim funds is primarily based upon anticipated WSEE payroll levels and expected workers’ compensation loss rates, as determined by the insurance carrier.
−Removed: Monies funded into the program for incurred claims expected to be paid within one year are recorded as restricted cash, a short-term asset, while the remainder of claim funds are included in deposits – workers’ compensation, a long-term asset in our Consolidated Balance Sheets.
+Added: Monies funded into the program for incurred claims expected to be paid within one year are primarily held as cash and money market funds (cash equivalents) and are recorded as restricted cash, a short-term asset, while the remainder of claim funds are included in deposits – workers’ compensation, a long-term asset in our Consolidated Balance Sheets.
During 2024, we received $ 39 million for the return of excess claim funds related to the workers’ compensation program, which resulted in a decrease to deposits - workers’ compensation.
−Removed: At December 31, 2023, we had restricted cash of $ 57.4 million and deposits – workers’ compensation of $ 198.2 million.
+Added: At December 31, 2024, we had restricted cash of $ 69 million and deposits – workers’ compensation of $ 178 million, of which $ 241 million was held in trust bank accounts.
+Added: 2024 Form 10-K
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our estimate of incurred claim costs expected to be paid within one year is included in short-term liabilities, while our estimate of incurred claim costs expected to be paid beyond one year is included in long-term liabilities on our Consolidated Balance Sheets.
4 unchanged sentences
Restricted stock unit grants to officers and other employees generally vest over a period of three years from the date of grant.
−Removed: Restricted stock units are valued based on the fair value on date of grant and the associated expense, net of estimated forfeitures, and are
−Removed: 2023 Form 10-K
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: recognized over the requisite service period.
+Added: Restricted stock units are valued based on the fair value on date of grant and the associated expense, net of estimated forfeitures, is recognized over the requisite service period.
Stock grants issued to non-employee directors are 100% vested on the grant date.
+Added: All shares are issued out of treasury.
Our Insperity Long-Term Incentive Program (the “LTIP”) provides for performance based long-term compensation awards in the form of performance units to certain employees based on the achievement of pre-established performance goals.
7 unchanged sentences
Company-Sponsored 401(k) Retirement Plans
−Removed: Under our 401(k) retirement plan for corporate employees (the “Corporate Plan”), we matched 100 % of eligible corporate employees’ contributions, up to 6 % of the employees’ eligible compensation in 2023 and 2022, and ranging from up to 3% to up to 6 % of the employees’ eligible compensation in 2021.
+Added: Under our 401(k) retirement plan for corporate employees (the “Corporate Plan”), we matched 100 % of eligible corporate employees’ contributions, up to 6 % of the employees’ eligible compensation in 2024 , 2023, and 2022.
Matching contributions under the Corporate Plan are immediately vested.
−Removed: During 2023 , 2022 and 2021, we made matching contributions on behalf of corporate employees to the Corporate Plan of $ 16.9 million, $ 14.4 million, and $ 8.2 million, respectively, and are included in salaries, wages and payroll taxes in our Consolidated Statements of Income and Comprehensive Income.
+Added: During 2024 , 2023 and 2022, we made matching contributions on behalf of corporate employees to the Corporate Plan of $ 19 million, $ 17 million, and $ 14 million, respectively, and are included in salaries, wages and payroll taxes in our Consolidated Statements of Income.
Under our separate 401(k) retirement plan for WSEEs (the “Worksite Employee Plan”), the match percentage for WSEEs ranges from 0 % to 6 %, as determined by each client company.
6 unchanged sentences
Recent Accounting Pronouncements
−Removed: In November 2023, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures.
−Removed: ASU 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
−Removed: ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 14, 2024, with early adoption permitted.
−Removed: We are currently evaluating the guidance and have not determined the impact this standard may have on our Consolidated Financial Statements.
−Removed: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740):
+Added: In December 2023, the FASB issued Accounting Standards Update (“ASU”) No.
+Added: 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures.
ASU 2023-09 expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.
−Removed: ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.
−Removed: We are currently evaluating the guidance and have not determined the impact this standard may have on our Consolidated Financial Statements.
+Added: ASU 2023-09 is effective for fiscal years beginning
2024 Form 10-K
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: after December 15, 2024, with early adoption permitted.
+Added: We are currently evaluating the guidance, but do not expect this ASU to materially impact our Consolidated Financial Statements.
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03, Disaggregation of Income Statement Expenses.
+Added: ASU 2024-03 requires public companies to disaggregate key expense categories such as employee compensation and depreciation in their financial statements.
+Added: ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: We are currently evaluating the guidance, but do not expect this ASU to materially impact our Consolidated Financial Statements.
Other Balance Sheet Information
2 unchanged sentences
December 31, 2024 December 31, 2023
−Removed: (in thousands) Cash & Cash Equivalents Marketable Securities Total Cash & Cash Equivalents Marketable Securities Total
+Added: (in millions)
+Added: Cash & Cash Equivalents Marketable Securities Total Cash & Cash Equivalents Marketable Securities Total
Overnight holdings $ 931 $ — $ 931 $ 611 $ — $ 611
6 unchanged sentences
Our cash, cash equivalents and marketable securities at December 31, 2024 and December 31, 2023 included $ 830 million and $ 510 million, respectively, of funds associated with federal and state income tax withholdings, employment taxes, and other payroll deductions, as well as $ 91 million and $ 28 million, respectively, in client prepayments.
−Removed: Cash, Cash Equivalents, Restricted Cash and Funds Held for Clients
−Removed: The following table summarizes our cash, cash equivalents, restricted cash and funds held for clients as reported in our Consolidated Statements of Cash Flows:
+Added: At December 31, 2024 included in our $ 830 million of funds associated with federal and state income tax withholdings was $ 440 million of funds we received in late December 2024 from the Internal Revenue Service related to employee retention tax credits claimed by our PEO clients under the COVID relief programs, that are expected to be distributed to clients in early 2025.
+Added: 2024 Form 10-K
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Cash, Cash Equivalents, Restricted Cash, Funds Held for Clients, and Deposits – Workers’ Compensation
+Added: The following table summarizes our cash, cash equivalents, restricted cash, funds held for clients, and deposits – workers’ compensation as reported in our Consolidated Statements of Cash Flows:
Year Ended December 31,
−Removed: (in thousands) 2023 2022 2021
−Removed: Supplemental schedule of cash and cash equivalents, restricted cash and funds held for clients
+Added: (in millions)
+Added: 2024 2023 2022
+Added: Supplemental schedule of cash and cash equivalents, restricted cash, funds held for clients, and deposits – workers’ compensation
Cash and cash equivalents $ 693 $ 733 $ 576
2 unchanged sentences
Deposits – workers’ compensation 198 196 185
−Removed: Cash, cash equivalents, restricted cash and funds held for clients beginning of year
+Added: Cash, cash equivalents, restricted cash, funds held for clients, and deposits – workers’ compensation beginning of year
$ 1,035 $ 1,014 $ 840
3 unchanged sentences
Deposits – workers’ compensation 178 198 196
−Removed: Cash, cash equivalents, restricted cash and funds held for clients end of year
+Added: Cash, cash equivalents, restricted cash, funds held for clients, and , and deposits – workers’ compensation end of year
$ 1,344 $ 1,035 $ 1,014
1 unchanged sentence
(1) Funds held for clients represent amounts held on behalf of our Traditional Payroll Solution customers that are restricted for the purpose of satisfying obligations to remit funds to clients’ employees and various tax authorities.
−Removed: (2) Beginning in the third quarter of 2022, we adjusted the presentation of our Consolidated Statements of Cash Flows to include changes in funds held for clients as a financing activity and to include funds held for clients in both the beginning and ending period amounts in our totals of cash, cash equivalents, restricted cash and funds held for clients.
−Removed: Prior period amounts have not been adjusted to this presentation as the amounts are immaterial to our Consolidated Financial Statements.
−Removed: Previously, the changes in funds held for clients and the related client fund liabilities were
−Removed: 2023 Form 10-K
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: presented within operating activities in our Consolidated Statements of Cash Flows.
−Removed: Funds held for clients are held in a trust separate from our company funds and we do not use these funds held for clients for any corporate activity.
Please read Note 1.
“ Accounting Policies ,” for a discussion of our accounting policies for deposits — workers’ compensation and restricted cash.
+Added: Payroll Taxes and Other Payroll Deductions Payable
+Added: As a co-employer, we generally assume responsibility for the withholding and remittance of federal and state payroll taxes and other payroll deductions with respect to wages and salaries paid to our WSEEs.
+Added: As of December 31, 2024 and December 31, 2023, payroll taxes and other payroll deductions payable were $901 million and $566 million, respectively.
+Added: The balance at December 31, 2024 includes $440 million of funds we received in late December 2024 from the Internal Revenue Service related to employee retention tax credits claimed by our PEO clients under the COVID relief programs, that are expected to be distributed to clients in early 2025.
Fair Value Measurements
5 unchanged sentences
• Level 3 - significant unobservable inputs
+Added: 2024 Form 10-K
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value of Instruments Measured and Recognized at Fair Value
1 unchanged sentence
December 31, 2024 December 31, 2023
−Removed: (in thousands) Total Level 1 Level 2 Total Level 1 Level 2
+Added: (in millions)
+Added: Total Level 1 Level 2 Total Level 1 Level 2
Money market funds $ 1,048 $ 1,048 $ — $ 730 $ 730 $ —
Treasury bills 16 16 — 16 16 —
−Removed: Municipal bonds — — — 3,365 — 3,365
1,064 1,064 — 746 746 —
2 unchanged sentences
$ 1,305 $ 1,305 $ — $ 768 $ 768 $ —
−Removed: Please read Note 2 “ Other Balance Sheet Informat i o n ,” for additional information.
−Removed: The municipal bond securities valued as Level 2 are primarily pre-refunded municipal bonds that are secured by escrow funds containing U.S.
−Removed: government securities.
+Added: Please read Note 2.
+Added: “ Other Balance Sheet Information ,” for additional information.
+Added: During 2024, we transferred $ 158 million of claim funds previously held with Chubb to a trust account and those funds were subsequently invested in money market funds.
+Added: Both before and after the transfer, these funds were included in restricted cash and deposits - workers’ compensation on our Consolidated Balance Sheet.
Our valuation techniques used to measure fair value for these securities during the period consisted primarily of third-party pricing services that utilized actual market data such as trades of comparable bond issues, broker/dealer quotations for the same or similar investments in active markets and other observable inputs.
The following is a summary of our available-for-sale marketable securities:
−Removed: (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
+Added: (in millions)
+Added: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
December 31, 2024
2 unchanged sentences
Treasury bills $ 16 $ — $ — $ 16
−Removed: Municipal bonds 3,369 — ( 4 ) 3,365
As of December 31, 2024, the contractual maturities of all marketable securities in our portfolio were less than one year.
−Removed: 2023 Form 10-K
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value of Other Financial Instruments
2 unchanged sentences
Please read Note 6, “ Long-Term Debt ,” for additional information.
+Added: 2024 Form 10-K
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable
Accounts receivable, net consisted of the following:
−Removed: (in thousands) 2023 2022
+Added: (in millions)
Trade, net $ 9 $ 16
Unbilled 810 669
−Removed: Other 9,186 8,384
Accounts receivable, net $ 829 $ 694
Our accounts receivable is primarily composed of trade receivables and unbilled receivables.
−Removed: Our trade receivables, which represent outstanding gross billings to clients, are reported net of allowance for doubtful accounts of $ 1.1 million and $ 1.0 million as of December 31, 2023 and 2022, respectively.
+Added: Our trade receivables, which represent outstanding gross billings to clients, are reported net of allowance for doubtful accounts of $ 1 million as of both December 31, 2024 and 2023.
We establish an allowance for doubtful accounts based on management’s assessment of the collectability of specific accounts and by making a general provision for other potentially uncollectible amounts.
1 unchanged sentence
These accruals are included in accrued worksite employee payroll cost and unbilled accounts receivable;
−Removed: however, these amounts are presented net in the Consolidated Statements of Income and Comprehensive Income.
+Added: however, these amounts are presented net in the Consolidated Statements of Income.
We generally require clients to pay invoices for service fees no later than the same day as the applicable payroll date.
2 unchanged sentences
Unbilled accounts receivable consisted of the following:
−Removed: (in thousands) 2023 2022
+Added: (in millions)
Accrued worksite employee payroll cost $ 730 $ 559
4 unchanged sentences
Deposits and prepaid health insurance consisted of the following:
−Removed: (in thousands) 2023 2022
+Added: (in millions)
Prepaid health insurance $ 9 $ 9
2 unchanged sentences
Deposits and prepaid health insurance $ 195 $ 215
−Removed: 2023 Form 10-K
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The contractual arrangement with United for health insurance coverage requires us to maintain an accumulated cash surplus in the plan of $ 9 million, which is reported as deposits and prepaid health insurance in our Consolidated Balance Sheets.
Please read Note 1, “Accounting Policies,” for a discussion of our accounting policies for health insurance costs and workers’ compensation costs .
+Added: 2024 Form 10-K
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Long-Term Debt
21 unchanged sentences
Significant components of the net deferred tax assets as reflected on the Consolidated Balance Sheets are as follows:
−Removed: (in thousands) 2023 2022
+Added: (in millions)
Deferred tax liabilities
1 unchanged sentence
Depreciation ( 5 ) ( 6 )
−Removed: Software development costs — ( 2,598 )
Tenant improvements ( 3 ) ( 3 )
4 unchanged sentences
Accrued incentive compensation 12 9
−Removed: Net operating loss carryforward 332 407
Workers’ compensation accruals 4 5
3 unchanged sentences
Operating lease liabilities 22 20
−Removed: Other 1,010 972
Total deferred tax assets 69 54
6 unchanged sentences
Year Ended December 31,
−Removed: (in thousands) 2023 2022 2021
+Added: (in millions)
+Added: 2024 2023 2022
Current income tax expense
Federal $ 41 $ 49 $ 62
−Removed: State 9,452 15,067 8,640
Total current income tax expense 49 58 77
−Removed: Deferred income tax (benefit) expense
+Added: Deferred income tax benefit
Federal ( 11 ) ( 3 ) ( 9 )
State ( 3 ) ( 1 ) ( 2 )
−Removed: Total deferred income tax (benefit) expense ( 4,814 ) ( 10,641 ) 4,711
+Added: Total deferred income tax benefit
+Added: ( 14 ) ( 4 ) ( 11 )
Total income tax expense $ 35 $ 54 $ 66
2 unchanged sentences
Year Ended December 31,
−Removed: (in thousands) 2023 2022 2021
+Added: (in millions)
+Added: 2024 2023 2022
Expected income tax expense at 21 %
4 unchanged sentences
Research and development credit ( 1 ) ( 1 ) ( 1 )
−Removed: Other, net 4 ( 12 ) —
Reported total income tax expense $ 35 $ 54 $ 66
−Removed: At December 31, 2023, we have net operating loss carryforwards totaling $ 1.3 million that expire from 2025 to 2030 related to an acquisition that occurred in 2010.
+Added: At December 31, 2024, we had net operating loss carryforwards totaling $ 1 million that expire from 2026 to 2030 related to an acquisition that occurred in 2010.
We recognize interest and penalties related to uncertain tax positions in income tax expense.
−Removed: As of December 31, 2023, 2022 and 2021, we have no uncertain tax positions, and as a result, have made no provisions for interest or penalties related to uncertain tax positions.
+Added: As of December 31, 2024, 2023 and 2022, we had no uncertain tax positions, and as a result, have made no provisions for interest or penalties related to uncertain tax positions.
The tax years 2021 through 2023 remain open to examination by the Internal Revenue Service of the United States.
6 unchanged sentences
During 2024, 516,798 shares were repurchased under the Repurchase Program.
−Removed: On August 1, 2023, we announced that our Board authorized an increase of 2,000,000 shares that may be repurchased under the Repurchase Program.
As of December 31, 2024, we were authorized to repurchase an additional 1,452,764 shares under the Repurchase Program.
The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposes a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.
−Removed: During 2023, we recorded the applicable excise tax in treasury stock as part of the cost basis of stock repurchased and recorded a corresponding
+Added: During 2023, we recorded the applicable excise tax in treasury stock of $ 1 million as part of the cost basis of stock repurchased and recorded a corresponding liability for the excise tax payable in other accrued liabilities in our Consolidated Balance Sheets.
2024 Form 10-K
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: liability for the excise tax payable in other accrued liabilities in our Consolidated Balance Sheets.
Withheld Shares
11 unchanged sentences
The Insperity, Inc.
−Removed: Incentive Plan, as amended, provides for options and other stock-based awards that have been and may be granted to eligible employees and non-employee directors of Insperity or its subsidiaries.
−Removed: The Incentive Plan permits stock options, including nonqualified stock options and options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code, stock awards, phantom stock awards, stock appreciation rights, performance units, and other stock-based awards and cash awards, all of which may or may not be subject to the achievement of one or more performance objectives.
+Added: Incentive Plan, as amended, (the “Incentive Plan”) provides for options and other stock-based awards that have been and may be granted to eligible employees and non-employee directors of Insperity or its subsidiaries.
+Added: The Incentive Plan permits stock options, including nonqualified stock options and options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code, stock awards, restricted stock units, phantom stock awards, stock appreciation rights, performance units, and other stock-based awards and cash awards, all of which may or may not be subject to the achievement of one or more performance objectives.
The purpose of the Incentive Plan generally is to retain and attract persons of training, experience and ability to serve as employees of Insperity and its subsidiaries and to serve as non-employee directors of Insperity, to encourage the sense of proprietorship of such persons and to stimulate the active interest of such persons in the development and financial success of Insperity and its subsidiaries.
4 unchanged sentences
Stockholder approval of amendments to the Incentive Plan is necessary only when required by applicable law or stock exchange rules.
−Removed: Assuming all outstanding performance-based awards are paid at maximum achievement of pre-established performance goals, at December 31, 2023, 1,837,540 shares of common stock were available for future grants under the Incentive Plan.
−Removed: We also maintain the Insperity, Inc.
−Removed: Long-Term Incentive Plan (“LTIP”) under the Incentive Plan.
+Added: Assuming all outstanding performance-based awards are paid at maximum achievement of pre-established performance goals, at December 31, 2024, 1.4 million shares of common stock were available for future grants under the Incentive Plan.
+Added: We also maintain the LTIP under the Incentive Plan.
The LTIP provides for performance-based long-term compensation awards in the form of performance units to certain employees based on the achievement of pre-established performance goals.
5 unchanged sentences
services offered by the Company and its subsidiaries and affiliates at the time of the employee’s retirement, including but not limited to PEO services, payroll services, retirement services or insurances services.
−Removed: For a termination following a qualifying retirement, time-vested awards will continue to vest in the normal course.
+Added: For a termination following a qualifying retirement, time-based awards will continue to vest in the normal course.
For a termination following a qualifying retirement, performance-based awards with completed or in-process performance periods are adjusted for achievement of the performance criteria, prorated through the date of termination and paid in the normal course, while performance-based awards for performance periods that have not started are forfeited.
−Removed: Stock-based compensation expense related to time-vested and performance-based awards is accelerated over the requisite service period for employees who meet the requirements for continued vesting.
+Added: Stock-based compensation expense related to time-based and performance-based awards is accelerated over the requisite service period for employees who meet the requirements for continued vesting.
Stock-based compensation expense and other disclosures for stock-based awards follows:
Year Ended December 31,
−Removed: (in thousands) 2023 2022 2021
+Added: (in millions)
+Added: 2024 2023 2022
Stock-based compensation expense recognized $ 61 $ 53 $ 50
4 unchanged sentences
However, for some RSUs currently outstanding, compensation expense is accelerated over the shortened requisite service period for employees who meet the requirements for continued vesting.
−Removed: The following is a summary of time-based RSUs award activity for 2023 :
+Added: The following is a summary of time-based RSU award activity for 2024 :
(in thousands)
11 unchanged sentences
Fair value of awards vested during the year (in millions)
−Removed: 58.7 30.4 28.7
As of December 31, 2024, unrecognized compensation expense associated with the unvested RSUs outstanding was $ 59 million and is expected to be recognized over a weighted average period of 22 months.
20 unchanged sentences
Non-vested — December 31, 2024 193 $ 106.79
−Removed: As of December 31, 2023, we estimate that approximately 91,000 , 83,000 and 57,000 shares will vest with $ 0.1 million, $ 1.6 million and $ 4.2 million in unamortized compensation expense related to the 2021, 2022 and 2023 LTIP grants, respectively.
+Added: The determination of achievement results and corresponding vesting of the 2021 LTIP awards occurred in February 2024 resulting in recipients receiving approximately 101,000 shares of common stock with a fair value of $ 10 million.
+Added: As of December 31, 2024, we estimate that approximately 60,000 , 36,000 and 91,000 shares will vest with less than $1 million, $ 1 million and $ 5 million in unamortized compensation expense related to the 2022, 2023 and 2024 LTIP grants, respectively, and is expected to be recognized over a weighted average period of 18 months.
Employee Stock Purchase Plan
5 unchanged sentences
Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period.
−Removed: Diluted EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period, plus the dilutive effect of time-vested and performance-based restricted stock units (“RSUs”).
+Added: Diluted EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period, plus the dilutive effect of time-based and performance-based RSUs.
The following table summarizes the net income and the basic and diluted shares used in the earnings per share computations:
Year Ended December 31,
−Removed: (in thousands) 2023 2022 2021
+Added: (in millions)
+Added: 2024 2023 2022
Net income $ 91 $ 171 $ 179
Weighted average common shares outstanding 38 38 38
−Removed: Incremental shares from assumed time-vested and performance-based RSU awards 535 501 471
+Added: Incremental shares from assumed time-based and performance-based RSU awards — — 1
Adjusted weighted average common shares outstanding 38 38 39
−Removed: Potentially dilutive securities not included in weighted average share calculation due to anti-dilutive effect 6 10 —
+Added: An immaterial number of shares of time-based and performance-based RSU awards were excluded from the calculation of diluted earnings per share due to such shares being anti-dilutive during the years ended December 31, 2024 and 2023, respectively.
2024 Form 10-K
1 unchanged sentence
We have operating leases for office space, other operating facilities, vehicles and office equipment.
−Removed: Our fixed operating lease costs for 2023 , 2022 and 2021 were $ 19.5 million, $ 18.7 million, and $ 18.2 million, respectively, and are included in general and administrative expenses on our Consolidated Statements of Income and Comprehensive Income.
+Added: Our fixed operating lease costs for 2024 , 2023 and 2022 were $ 20 million, $ 19 million, and $ 19 million, respectively, and are included in general and administrative expenses on our Consolidated Statements of Income.
During 2024 , cash paid for amounts included in the measurement of operating lease liabilities was $ 24 million.
The following table presents the lease balances within our Consolidated Balance Sheets, weighted average lease term and weighted average discount rates related to our operating leases:
−Removed: (dollars in thousands) Classification in Consolidated Balance Sheets
+Added: (dollars in millions)
+Added: Classification in Consolidated Balance Sheets
December 31, 2024
8 unchanged sentences
Weighted average discount rate 5 %
−Removed: The following presents the maturity of our operating leases liabilities as of December 31, 2023 :
−Removed: (in thousands) Operating Leases
−Removed: 2024 $ 22,604
+Added: The following presents the maturity of our operating lease liabilities as of December 31, 2024 :
+Added: (in millions)
+Added: Operating Leases
Thereafter 16
2 unchanged sentences
Present value of lease liabilities $ 85
−Removed: As of December 31, 2023 , we have additional operating leases that have not yet commenced of $ 29.7 million with lease terms between three and eleven years .
+Added: As of December 31, 2024 , we have additional operating leases that have not yet commenced of $ 22 million with lease terms between two and eight years .
Commitments and Contingencies
4 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (in thousands)
−Removed: 2024 $ 33,472
+Added: (in millions)
Total obligations $ 152
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.