What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-04 compared with 2026-05-05 · 126 added, 79 removed, 184 unchanged (53% of the section changed)

15 unchanged sentences

our ability to maintain and expand our products and services;

our ability to keep pace with technological developments in artificial intelligence (“AI”) and comply with evolving AI regulations;

our ability to keep pace with technological and industry developments in artificial intelligence (“AI”) and comply with evolving AI regulations;

our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures;

26 unchanged sentences

Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents.

Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.

Except as required by law, we disclaim any obligation to revise or update these forward-looking statements to reflect events or circumstances as they occur.

BUSINESS OVERVIEW

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Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.

As of March 31, 2026, we had 19,367 employees globally, a decrease of 8% from March 31, 2025.

As of June 30, 2026, we had 19,285 employees globally, a decrease of 8% from June 30, 2025.

The largest decreases in headcount were in our Insights segment and the Digital Markets business, primarily in the second half of 2025 and the first quarter of 2026.

Recent Developments

In February 2026, we completed the sale of our Digital Markets business, for approximately $104.8 million net of cash transferred, subject to post-close adjustments.

We recorded a pre-tax gain of $6.1 million on the sale, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations during the three months ended March 31, 2026.

In February 2026, we completed the sale of the Digital Markets business, for approximately $104.8 million net of cash transferred, subject to post-close adjustments.

We recorded a pre-tax gain of $5.4 million on the sale, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations during the six months ended June 30, 2026.

The Digital Markets business represented the entirety of our Other segment.

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The fundamentals of our strategy include a focus on creating actionable business and technology insights for executives and their teams, delivering innovative and highly differentiated product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and retention, and continuously improving our operational effectiveness.

We had total revenues of $1.5 billion during the first quarter of 2026, a decrease of 2% compared to the first quarter of 2025.

The decrease was primarily due to the sale of our Digital Markets business in February 2026.

During the first quarter of 2026, compared to the first quarter of 2025, Insights revenues increased by 3%, Conferences revenues increased by 8%, and Consulting revenues decreased by 15%.

We had total revenues of $1.7 billion during the second quarter of 2026, a decrease of 1% compared to the second quarter of 2025.

The decrease was primarily due to the sale of the Digital Markets business in February 2026.

During the second quarter of 2026, compared to the second quarter of 2025, Insights revenues increased by 2%, Conferences revenues increased by 15%, and Consulting revenues decreased by 9%.

For a more complete discussion of our results by segment, see Segment Results below.

For the first quarter of 2026 and 2025, we had net income of $222.3 million and $210.9 million, respectively, and diluted net income per share of $3.18 and $2.71, respectively.

Cash provided by operating activities was $391.0 million and $313.5 million during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, we had $1.7 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility.

For the second quarter of 2026 and 2025, we had net income of $275.5 million and $240.8 million, respectively, and diluted net income per share of $4.14 and $3.11, respectively.

Cash provided by operating activities was $789.3 million and $697.1 million during the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, we had $1.5 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility.

For a more complete discussion of our cash flows and financial position, see the Liquidity and Capital Resources section below.

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The table below presents an analysis of selected line items and period-over-period changes in our interim Condensed Consolidated Statements of Operations for the periods indicated (in thousands).

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Increase (Decrease) Increase

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Increase (Decrease) Increase

Insights $ 1,289,870 $ 1,263,505 $ 26,365 2 %

9 unchanged sentences

Gain from sale of divested operation

(6,138) — (6,138) nm

Operating income 378,520 327,096 51,424 16

5 unchanged sentences

nm = not meaningful

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Increase (Decrease) Increase

Insights $ 2,584,065 $ 2,519,074 $ 64,991 3 %

Conferences 322,482 284,004 38,478 14

Consulting 261,045 295,300 (34,255) (12)

Other 19,392 122,206 (102,814) (84)

Total revenues 3,186,984 3,220,584 (33,600) (1)

Costs and expenses:

Cost of services and product development 916,216 1,006,761 (90,545) (9)

Selling, general and administrative 1,490,941 1,507,196 (16,255) (1)

Depreciation 50,510 59,401 (8,891) (15)

Amortization of intangibles 40,104 42,098 (1,994) (5)

Gain from sale of divested operation (5,399) — (5,399) nm

Operating income 694,612 605,128 89,484 15

Interest expense, net (43,314) (25,214) 18,100 72

Other (expense) income, net

(4,263) 4,887 (9,150) (187)

Provision for income taxes 149,193 133,079 16,114 12

Net income $ 497,842 $ 451,722 $ 46,120 10 %

nm = not meaningful

In addition to GAAP results, we provide foreign currency neutral dollar amounts and percentages for our revenues, certain expenses, contract values and other metrics.

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dollars by applying the same foreign exchange rates to all periods presented.

Total revenues for the three months ended March 31, 2026 were $1.5 billion, a decrease of $23.1 million, or 2% compared to the same period in 2025 on a reported basis and 4% excluding the foreign currency impact.

The decrease was primarily due to the sale of our Digital Markets business in February 2026.

Total revenues for the three months ended June 30, 2026 were $1.7 billion, a decrease of $10.5 million, or 1% compared to the same period in 2025 on a reported basis and 2% excluding the foreign currency impact.

Total revenues for the six months ended June 30, 2026 were $3.2 billion, a decrease of $33.6 million, or 1% compared to the same period in 2025 on a reported basis and 3% excluding the foreign currency impact.

The decrease was primarily due to the sale of the Digital Markets business in February 2026.

Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by reportable segment.

Cost of services and product development was $429.3 million during the three months ended March 31, 2026, a decrease of $45.7 million compared to the same period in 2025, or 10% on a reported basis and 11% excluding the foreign currency impact.

The decrease in Cost of services and product development during the three months ended March 31, 2026 was primarily due to a $25.8 million decrease in product and content delivery expenses principally as a result of the sale of our Digital Markets business in February 2026, in addition to a $20.0 million decrease in personnel expenses due to lower headcount.

Cost of services and product development as a percent of revenues was 28% and 31% for the three months ended March 31, 2026 and 2025, respectively.

Selling, general and administrative (“SG&A”) expense was $726.3 million during the three months ended March 31, 2026, a decrease of $4.0 million compared to the same period in 2025, or 1% on a reported basis and 3% excluding the foreign currency impact.

The decrease in SG&A expense during the three months ended March 31, 2026 was primarily due to reduced facility-related expenses.

The number of quota-bearing sales associates in Global Technology Sales decreased by 3% to 3,584 and in

Global Business Sales, decreased by 4% to 1,282 compared to March 31, 2025.

On a combined basis, the total number of quota-bearing sales associates decreased by 3% when compared to March 31, 2025.

SG&A expense as a percent of revenues was 48% during both the three months ended March 31, 2026 and 2025.

Depreciation decreased by 12% during the three months ended March 31, 2026, respectively, compared to the same period in 2025.

The decrease for the three months ended March 31, 2026 was primarily due to the sale of our Digital Markets business in February 2026.

Amortization of intangibles decreased by 8% during the three months ended March 31, 2026, compared to the same period in 2025, due to certain intangible assets becoming fully amortized in 2025.

Gain from sale of divested operation of $6.1 million was attributable to the sale of our Digital Markets business in February 2026.

Operating income was $316.1 million and $278.0 million during the three months ended March 31, 2026 and 2025, respectively.

The increase in operating income for the three months ended March 31, 2026 as compared to the prior year period was primarily due to the reduction in operating expenses, as well as the gain on sale of our Digital Markets business in February 2026.

Interest expense, net increased by $7.6 million during the three months ended March 31, 2026, compared to the same period in 2025.

The increase for the three months ended March 31, 2026 was due to a decrease in interest income, as a result of lower average cash balances and lower interest rates than the prior year as well as an increase in interest expense related to the issuance of our 2031 and 2035 Notes, which were issued in November 2025.

Cost of services and product development was $486.9 million during the three months ended June 30, 2026, a decrease of $44.8 million compared to the same period in 2025, or 8% on a reported basis and 9% excluding the foreign currency impact.

The decrease in Cost of services and product development during the three months ended June 30, 2026 was primarily due to a $22.8 million decrease in product and content delivery expenses principally as a result of the sale of the Digital Markets business in February 2026, in addition to a $22.8 million decrease in personnel expenses due to lower headcount.

Cost of services and product development as a percent of revenues was 29% and 32% for the three months ended June 30, 2026 and 2025, respectively.

Cost of services and product development was $916.2 million during the six months ended June 30, 2026, a decrease of $90.5 million compared to the same period in 2025, or 9% on a reported basis and 10% excluding the foreign currency impact.

The decrease in Cost of services and product development during the six months ended June 30, 2026 was primarily due to the same factors that caused the year-over-year quarterly decrease, with a $48.7 million decrease in product and content delivery expenses, in addition to a $42.8 million decrease in personnel expenses.

Cost of services and product development as a percent of revenues was 29% and 31% for the six months ended June 30, 2026 and 2025, respectively.

Selling, general and administrative (“SG&A”) expense was $764.6 million during the three months ended June 30, 2026, a decrease of $12.3 million compared to the same period in 2025, or 2% on both a reported basis and excluding the foreign currency impact.

The decrease in SG&A expense during the three months ended June 30, 2026 was primarily due to reduced severance expenses.

SG&A expense was $1.5 billion during the six months ended June 30, 2026, a decrease of $16.3 million compared to the same period in 2025, or 1% on a reported basis and 3% excluding the foreign currency impact.

The decrease in SG&A expense during the six months ended June 30, 2026 was primarily due to the same factor that caused the year-over-year quarterly decrease.

The number of quota-bearing sales associates in Global Technology Sales decreased by 3% to 3,581 and in Global Business Sales, decreased by 3% to 1,293 compared to June 30, 2025.

On a combined basis, the total number of quota-bearing sales associates decreased by 3% when compared to June 30, 2025.

SG&A expense as a percent of revenues was 46% during both the three months ended June 30, 2026 and 2025.

SG&A expense as a percent of revenues was 47% during both the six months ended June 30, 2026 and 2025.

Depreciation decreased by 18% and 15% during the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025.

The decreases for both the three and six months ended June 30, 2026 were primarily due to the sale of the Digital Markets business in February 2026.

Amortization of intangibles decreased by 1% and 5% during the three and six months ended June 30, 2026, compared to the same periods in 2025, due to certain intangible assets becoming fully amortized in 2025.

Gain from sale of divested operation of $5.4 million during the six months ended June 30, 2026 was attributable to the sale of the Digital Markets business in February 2026.

Operating income was $378.5 million and $327.1 million during the three months ended June 30, 2026 and 2025, respectively.

Operating income was $694.6 million and $605.1 million during the six months ended June 30, 2026 and 2025, respectively.

The increase in operating income for both the three and six months ended June 30, 2026 as compared to the prior year periods was primarily due to the reduction in operating expenses.

Interest expense, net increased by $10.5 million and $18.1 million during the three and six months ended June 30, 2026, respectively, compared to the same period in 2025.

The increase for the three and six months ended June 30, 2026 was due to a decrease in interest income, as a result of lower average cash balances than the prior year as well as an increase in interest expense related to the issuance of our 2031 and 2035 Notes in November 2025.

Other (expense) income, net for the periods presented herein primarily consisted of the net impact of foreign currency gains and losses.

The provision for income taxes was $70.1 million and $56.1 million for the three months ended March 31, 2026 and 2025, respectively.

The effective income tax rate was 24.0% and 21.0% for the three months ended March 31, 2026 and 2025, respectively.

Net income for the three months ended March 31, 2026 and 2025 was $222.3 million and $210.9 million, respectively.

Our diluted net income per share during the three months ended March 31, 2026 increased b y $0.47 .

The increase in net income during the three months ended March 31, 2026 was primarily due to a decrease in operating expenses, partially offset by a decrease in revenues.

The provision for income taxes was $79.1 million and $77.0 million for the three months ended June 30, 2026 and 2025, respectively.

The effective income tax rate was 22.3% and 24.2% for the three months ended June 30, 2026, and 2025, respectively.

The decrease in the effective income tax rate in the current period was primarily attributable to a favorable change in the forecasted geographic mix of earnings compared to the same period in 2025.

The provision for income taxes was $149.2 million and $133.1 million for the six months ended June 30, 2026 and 2025, respectively.

The effective income tax rate was 23.1% and 22.8% for the six months ended June 30, 2026 and 2025, respectively.

The increase in the effective income tax rate in the current period was primarily due to the unfavorable impact of stock-based compensation, partially offset by the favorable release of reserves upon the resolution of the related inquiries as well as a favorable change in the forecasted geographic mix of earnings compared to the same period in 2025.

Net income for the three months ended June 30, 2026 and 2025 was $275.5 million and $240.8 million, respectively, while net income for the six months ended June 30, 2026 and 2025 was $497.8 million and $451.7 million, respectively.

Our diluted net income per share during the three and six months ended June 30, 2026 increased b y $1.03 and $1.47 , respectively .

The increase in net income during both the three and six months ended June 30, 2026 was primarily due to a decrease in operating expenses, partially offset by a decrease in revenues and an increase in interest expense, net.

The increase in diluted net income per share during the three and six months ended June 30, 2026 was also driven by the decrease in diluted weighted average shares outstanding during 2026, as compared to the same periods in 2025.

SEGMENT RESULTS

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Insights, Conferences and Consulting.

As Of And For The Three Months Ended March 31, 2026 As Of And For The Three Months Ended March 31, 2025 Increase

As Of And For The Three Months Ended June 30, 2026 As Of And For The Three Months Ended June 30, 2025 Increase

(Decrease) Percentage

(Decrease) As Of And For The Six Months Ended June 30, 2026 As Of And For The Six Months Ended June 30, 2025 Increase

(Decrease) Percentage

Financial Measurements:

1 unchanged sentence

Gross contribution (1) $ 999,372 $ 960,732 $ 38,640 4 % $ 2,010,889 $ 1,926,680 $ 84,209 4 %

Gross contribution margin 78 % 77 % 1 point —

Gross contribution margin 77 % 76 % 1 point — 78 % 76 % 2 points —

Business Measurements :

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(3) Contract values are on a foreign currency neutral basis.

Contract values as of March 31, 2025 have been calculated using the same foreign currency rates as 2026.

Insights revenues i ncreased by $38.6 million during the three months ended March 31, 2026 compared to the same period in 2025, or 3% on a reported basis and nearly flat excluding the foreign currency impact.

The segment gross contribution margin was 78% and 77% for the three months ended March 31, 2026 and 2025 , respectively.

Contract value increased to $5.3 billion at March 31, 2026, or 1% compared to March 31, 2025 excluding the foreign currency impact.

Contract values as of June 30, 2025 have been calculated using the same foreign currency rates as 2026.

Insights revenues i ncreased by $26.4 million during the three months ended June 30, 2026 compared to the same period in 2025, or 2% on a reported basis and 1% excluding the foreign currency impact.

For the six months ended June 30, 2026, Insights revenue increased by $65.0 million compared to the same period in 2025 or 3% on a reported basis and about flat excluding the foreign currency impact.

The segment gross contribution margin was 77% and 76% for the three months ended June 30, 2026 and 2025 , respectively, and 78% and 76% for the six months ended June 30, 2026 and 2025, respectively .

Contract value increased to $5.3 billion at June 30, 2026, or 2% compared to June 30, 2025 excluding the foreign currency impact.

Approximately half of industry sectors grew mid single-digit rates.

Growth was led by the banking and energy sectors, partially offset by a high single digit decrease in public sector, primarily related to the US federal government.

Global Technology Sales (“GTS”) contract value increased slightly at March 31, 2026 when compared to March 31, 2025.

The slight increase in GTS contract value was primarily due to business from new clients.

Growth was led by the banking and energy sectors, partially offset by a mid single-digit decrease in public sector, primarily related to the U.S.

federal government.

Global Technology Sales (“GTS”) contract value increased by 1% at June 30, 2026 when compared to June 30, 2025.

The modest increase in GTS contract value was primarily due to business from new clients.

GTS contract value increased by mid single-digit rates for nearly all commercial enterprise sizes and mid-single digits for half of industry sectors.

Global Business Sales (“GBS”) contract value increased by 3% year-over-year, primarily driven by business from new clients.

The majority of our GBS practices achieved mid single-digit rates or faster growth rates, with all commercial enterprise sizes and the majority of sectors also growing mid single-digit rates or faster year-over-year.

Public sector contract value decreased by high single digits and mid single digits for GTS and GBS, respectively.

GTS client retention was 85% and 84% as of March 31, 2026 and 2025, respectively, while wallet retention was 97% and 101% as of March 31, 2026 and 2025, respectively.

GBS client retention was 86% as of both March 31, 2026 and 2025, while wallet retention was 98% and 105%, respectively.

The majority of our GBS practices achieved mid single-digit rates or faster growth rates, with all commercial enterprise sizes and half of sectors also growing mid single-digit rates or faster year-over-year.

Public sector contract value decreased by mid single-digits and low single-digits for GTS and GBS, respectively.

GTS client retention was 85% and 84% as of June 30, 2026 and 2025, respectively, while wallet retention was 97% and 99% as of June 30, 2026 and 2025, respectively.

GBS client retention was 86% and 87% as of June 30, 2026 and 2025, respectively, while wallet retention was 99% and 104%, respectively.

The decrease in GTS and GBS wallet retention was largely due to lower levels of spending by existing clients compared to the same period in 2025.

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Increase

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Increase

(Decrease) Percentage

(Decrease) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Increase

(Decrease) Percentage

Financial Measurements:

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Gross contribution (1) $ 145,222 $ 121,388 $ 23,834 20 % $ 175,631 $ 148,770 $ 26,861 18 %

Gross contribution margin 39 % 38 % 1 point —

Gross contribution margin 59 % 57 % 2 points — 54 % 52 % 2 points —

Business Measurements:

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(2) Single day, local meetings are excluded.

Conferences revenues increased by $5.7 million during the three months ended March 31, 2026 compared to the same period in 2025, or 8% on a reported basis and 6% excluding the foreign currency impact.

The increase in revenues for the three months ended March 31, 2026 was primarily due to higher exhibitor revenue.

We held 10 destination conferences during both the three months ended March 31, 2026 and 2025.

Gross contribution increased to $30.4 million during the three months ended March 31, 2026 compared to $27.4 million in the same period last year.

The increase in gross contribution during the three months ended March 31, 2026 was primarily the result of the increase in revenues.

As Of And For The Three Months Ended March 31, 2026 As Of And For The Three Months Ended March 31, 2025 Increase

Conferences revenues increased by $32.8 million during the three months ended June 30, 2026 compared to the same period in 2025, or 15% on a reported basis and 14% excluding the foreign currency impact.

The increase in revenues for the three months ended June 30, 2026 was primarily due to higher exhibitor revenue, as well as an increase in attendee revenue.

We held 18 and 19 destination conferences during the three months ended June 30, 2026 and 2025, respectively.

Gross contribution increased to $145.2 million during the three months ended June 30, 2026 compared to $121.4 million in the same period last year.

The increase in gross contribution during the three months ended June 30, 2026 was primarily the result of the increase in revenues.

Conferences revenues increased by $38.5 million during the six months ended June 30, 2026 compared to the same period in 2025, or 14% on a reported basis and 12% excluding the foreign currency impact.

The increase in revenues for the six months ended June 30, 2026 was primarily due to higher exhibitor revenue.

We held 28 and 29 destination conferences during the six months ended June 30, 2026 and 2025, respectively.

Gross contribution increased to $175.6 million during the six months ended June 30, 2026 compared to $148.8 million in the same period last year.

The increase in gross contribution during the six months ended June 30, 2026 was primarily the result of the increase in revenues.

As Of And For The Three Months Ended June 30, 2026 As Of And For The Three Months Ended June 30, 2025 Increase

(Decrease) Percentage

(Decrease) As Of And For The Six Months Ended June 30, 2026 As Of And For The Six Months Ended June 30, 2025 Increase

(Decrease) Percentage

Financial Measurements:

1 unchanged sentence

Gross contribution (1) $ 53,770 $ 61,555 $ (7,785) (13) % $ 90,575 $ 114,947 $ (24,372) (21) %

Gross contribution margin 31 % 38 % (7) points —

Gross contribution margin 38 % 40 % (2) points — 35 % 39 % (4) points —

Business Measurements:

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Billable headcount 842 949 (107) (11) %

Consultant utilization 61 % 64 % (3) points —

Consultant utilization 65 % 65 % 0 points — 61 % 64 % (3) points —

(1) Dollars in thousands.

(2) Backlog is on a foreign currency neutral basis.

Backlog as of March 31, 2025 has been calculated using the same foreign currency rates as 2026.

Consulting revenues decreased by 15% during the three months ended March 31, 2026 compared to the same period in 2025 on a reported basis and 17% excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 13% and a decrease in contract optimization revenue of 19%, each on a reported basis.

The primary regions driving the decrease in revenue compared to the prior year period were the United States, principally in the public sector, and Japan.

Contract optimization revenue may vary significantly and, as such, revenues for the first quarter of 2026 may not be indicative of results for the remainder of 2026 or beyond.

The segment gross contribution margin was 31% and 38% for the three months ended March 31, 2026 and 2025, respectively.

The decrease in gross contribution margin for the three months ended March 31, 2026 was primarily due to the decrease in revenues.

Backlog decreased by $18.9 million, or 9%, from March 31, 2025 to March 31, 2026, excluding the foreign currency impact.

Backlog as of June 30, 2025 has been calculated using the same foreign currency rates as 2026.

Consulting revenues decreased by 9% during the three months ended June 30, 2026 compared to the same period in 2025 on both a reported basis and excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 13% and an increase in contract optimization revenue of 1%, each on a reported basis.

The primary regions driving the decrease in revenue compared to the prior year period were Japan and Europe, Middle East and Africa (“EMEA”), principally in the commercial sector.

Contract optimization revenue may vary significantly and, as such, revenues for the second quarter of 2026 may not be indicative of results for the remainder of 2026 or beyond.

The segment gross contribution margin was 38% and 40% for the three months ended June 30, 2026 and 2025, respectively.

The decrease in gross contribution margin for the three months ended June 30, 2026 was primarily due to the decrease in revenues.

For the six months ended June 30, 2026, Consulting revenues decreased by 12% compared to the same period in 2025 on a reported basis and 13% excluding the foreign currency impact, with a decrease in labor-based consulting revenue of 13% and a decrease in contract optimization revenue of 8% each on a reported basis.

The primary regions driving the decrease in revenue compared to the prior year period were the United States, principally in the public sector, and Japan and EMEA, principally in the commercial sector.

The segment gross contribution margin was 35% and 39% for the six months ended June 30, 2026 and 2025, respectively.

The decrease in gross contribution margin for the six months ended June 30, 2026 was primarily due to the decrease in revenues.

Backlog increased by $17.9 million, or 9%, from June 30, 2025 to June 30, 2026, excluding the foreign currency impact.

LIQUIDITY AND CAPITAL RESOURCES

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Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

At March 31, 2026, we had $1.7 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2024 Credit Agreement.

At June 30, 2026, we had $1.5 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2024 Credit Agreement.

We believe that the Company has adequate liquidity to meet its currently anticipated needs for both the next twelve months and the foreseeable future.

3 unchanged sentences

Our cash and cash equivalents are held in numerous locations throughout the world with 71% held outside the U.S.

at March 31, 2026.

at June 30, 2026.

We continue to assert our intention to reinvest substantially all remaining accumulated undistributed foreign earnings, except in instances where repatriation would result in minimal additional tax.

The table below summarizes the changes in our cash balances for the periods indicated (in thousands).

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Increase

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Increase

Cash provided by operating activities $ 789,327 $ 697,077 $ 92,250

5 unchanged sentences

Ending cash and cash equivalents $ 1,488,706 $ 2,197,536 $ (708,830)

Cash provided by operating activities was $391.0 million and $313.5 million during the three months ended March 31, 2026 and 2025, respectively.

The year-over-year increase was primarily due to the improved timing of collections partially offset by higher income tax payments.

Cash provided by (used in) investing activities was $84.4 million and $(25.6) million during the three months ended March 31, 2026 and 2025, respectively.

The change from 2025 to 2026 was primarily the result of the proceeds from the sale of our Digital Markets business in February 2026.

Cash used in financing activities was $527.5 million and $152.9 million during the three months ended March 31, 2026 and 2025, respectively.

We used $534.6 million and $162.7 million of cash for share repurchases during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had $3.0 billion of principal amount of debt outstanding.

Cash provided by operating activities was $789.3 million and $697.1 million during the six months ended June 30, 2026 and 2025, respectively.

The year-over-year increase was primarily due to the increase in net income as well as the improved timing of collections.

Cash provided by (used in) investing activities was $64.5 million and $(61.8) million during the six months ended June 30, 2026 and 2025, respectively.

The change from 2025 to 2026 was primarily the result of the proceeds from the sale of the Digital Markets business in February 2026, as well as lower capital expenditures, principally the result of lower leasehold improvements spending.

Cash used in financing activities was $1.1 billion and $419.7 million during the six months ended June 30, 2026 and 2025, respectively.

We used $1.1 billion and $437.2 million of cash for share repurchases during the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, the Company had $3.0 billion of principal amount of debt outstanding.

Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

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OFF BALANCE SHEET ARRANGEMENTS

From January 1, 2026 through March 31, 2026, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

From January 1, 2026 through June 30, 2026, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis