What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-10-29 compared with 2021-08-04 · 123 added, 91 removed, 466 unchanged (31% of the section changed)

3 unchanged sentences

(in thousands, except share amounts)

September 30,

2021 December 31, 2020

38 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

4 unchanged sentences

Selling, general and administrative expenses 495,576 390,799 1,406,731 1,240,879

(Income) loss from investments held in employee

deferred compensation trusts (which is completely offset by related costs and expenses - Notes A & I)

( 27,810 ) ( 48,927 ) ( 39,797 ) ( 8,551 )

(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Notes A & I) 1,759 ( 26,095 ) ( 38,039 ) ( 34,630 )

Amortization of intangible assets 572 334 1,724 1,002

Interest expense (income), net 151 ( 105 ) 105 ( 1,062 )

Interest income, net ( 238 ) ( 202 ) ( 145 ) ( 1,264 )

Income before income taxes 227,658 102,510 581,638 292,297

12 unchanged sentences

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

32 unchanged sentences

Balance at June 30, 2021 111,970 $ 112 $ 1,208,056 $ ( 9,092 ) $ 60,174 $ 1,259,250

Net income — — — — 170,871 170,871

Other comprehensive income (loss) — — — ( 10,008 ) — ( 10,008 )

Dividends declared ($ .38 per share)

— — — — ( 42,463 ) ( 42,463 )

Net issuances of restricted stock 1 — — — — —

Stock-based compensation — — 14,061 — — 14,061

Repurchases of common stock ( 742 ) ( 1 ) — — ( 75,667 ) ( 75,668 )

Balance at September 30, 2021

111,229 $ 111 $ 1,222,117 $ ( 19,100 ) $ 112,915 $ 1,316,043

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)-(Continued)

(in thousands, except per share amounts)

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total

18 unchanged sentences

Balance at June 30, 2020 114,635 $ 115 $ 1,154,046 $ ( 27,152 ) $ 29,697 $ 1,156,706

Net income — — — — 75,749 75,749

Other comprehensive income (loss) — — — 11,156 — 11,156

Dividends declared ($ .34 per share)

— — — — ( 38,969 ) ( 38,969 )

Net issuances of restricted stock ( 2 ) — — — — —

Stock-based compensation — — 13,063 — — 13,063

Repurchases of common stock ( 453 ) ( 1 ) — — ( 23,675 ) ( 23,676 )

Balance at September 30, 2020 114,180 $ 114 $ 1,167,109 $ ( 15,996 ) $ 42,802 $ 1,194,029

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Amortization of intangible assets 1,724 1,002

Realized and unrealized (gains) losses from investments held in employee deferred

Realized and unrealized gains from investments held in employee deferred

compensation trusts

33 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2021

September 30, 2021

Note A— Summary of Significant Accounting Policies

23 unchanged sentences

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

As of June 30, 2021, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, income and other taxes, and assumptions used in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions.

As of September 30, 2021, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, income and other taxes, and assumptions used in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions.

We continue to monitor the global economic uncertainty as a result of coronavirus (“COVID-19”) to assess the impact on the Company’s results of operations, financial condition, and liquidity.

We continue to face uncertainty in making the judgments and estimates needed to apply the Company’s significant accounting policies.

Actual results and outcomes may differ from management’s estimates and assumptions.

4 unchanged sentences

See Note C for further discussion of the revenue recognition accounting policy.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

Costs of Services.

2 unchanged sentences

Risk consulting and internal audit direct costs of services include professional staff payroll, contract labor payroll, payroll taxes and benefit costs, as well as reimbursable expenses.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2021

Advertising Costs.

The Company expenses all advertising costs as incurred .

Advertising costs were $ 11.8 million and $ 20.2 million for the three and six months ended June 30, 2021, respectively, and $ 6.7 million and $ 21.2 million for the three and six months ended June 30, 2020, respectively.

Advertising costs were $ 13.9 million and $ 34.1 million for the three and nine months ended September 30, 2021, respectively, and $ 7.7 million and $ 28.9 million for the three and nine months ended September 30, 2020, respectively.

(Income) Loss from Investments Held in Employee Deferred Compensation Trusts .

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

12 unchanged sentences

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value because of their short-term nature.

The Company holds mutual funds and money market funds to

satisfy its obligations under its employee deferred compensation plans, which are carried at fair value based on quoted market prices in active markets for identical assets (level 1).

The Company holds mutual funds and money market funds to satisfy its obligations under its employee deferred compensation plans, which are carried at fair value based on quoted market prices in active markets for identical assets (level 1).

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

September 30, 2021

The following table sets forth the composition of the underlying assets which comprise the Company’s deferred compensation trust assets (in thousands):

Fair Value Measurements Using

Balance at June 30, 2021

Balance at September 30, 2021

Quoted Prices

26 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

The following table sets forth the activity in the allowance for credit losses from January 1, 2020, through June 30, 2021 (in thousands):

September 30, 2021

The following table sets forth the activity in the allowance for credit losses from January 1, 2020, through September 30, 2021 (in thousands):

Allowance for Credit Losses

7 unchanged sentences

Other, including translation adjustments ( 695 )

Balance as of June 30, 2021

Balance as of September 30, 2021

Internal-use Software.

The Company capitalizes direct costs incurred in the development of internal-use software.

Cloud computing implementation costs incurred in hosting arrangements are capitalized and reported as a component of other assets.

Cloud computing implementation costs incurred in hosting arrangements are capitalized and reported as a component of other current assets.

All other internal-use software development costs are capitalized and reported as a component of computer software within property and equipment on the unaudited Condensed Consolidated Statements of Financial Position.

internal-use software development costs were $ 9.1 million and $ 19.5 million for the three and six months ended June 30, 2021,

respectively, and $ 9.9 million and $ 22.9 million for the three and six months ended June 30, 2020, respectively.

Capitalized internal-use software development costs were $ 9.5 million and $ 29.0 million for the three and nine months ended September 30, 2021, respectively, and $ 8.8 million and $ 31.7 million for the three and nine months ended September 30, 2020, respectively.

Goodwill and Intangible Assets .

13 unchanged sentences

Temporary and consultant staffing revenues from contracts with customers are recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s engagement professionals.

The substantial majority of engagement professionals placed on assignment by the Company are the

The substantial majority of engagement professionals placed on assignment by the Company are the Company’s legal employees while they are working on assignments.

The Company pays all related costs of employment,

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

Company’s legal employees while they are working on assignments.

The Company pays all related costs of employment, including workers’ compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits.

September 30, 2021

including workers’ compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits.

The Company assumes the risk of acceptability of its employees to its customers.

16 unchanged sentences

The Company periodically evaluates the need to provide for any losses on these projects, and losses are recognized when it is probable that a loss will be incurred.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

The following table presents the Company’s service revenues disaggregated by line of business (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

10 unchanged sentences

Intersegment revenues for each line of business are aggregated and then eliminated as a single line.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2021

Payment terms in the Company’s contracts vary by the type of the Company’s customer and the services offered.

1 unchanged sentence

Contracts with multiple performance obligations are recognized as performance obligations are delivered, and contract value is allocated based on relative stand-alone selling values of the services and products in the arrangement.

As of June 30, 2021, aggregate transaction price allocated to the performance obligations that are unsatisfied for contracts with an expected duration of greater than one year was $ 173.5 million.

As of September 30, 2021, aggregate transaction price allocated to the performance obligations that are unsatisfied for contracts with an expected duration of greater than one year was $ 135.4 million.

Of this amount, $ 127.9 million is expected to be recognized within the next twelve months .

As of June 30, 2020, aggregate transaction price allocated to the performance obligations that are unsatisfied for contracts with an expected duration of greater than one year was $ 132.6 million.

As of September 30, 2020, aggregate transaction price allocated to the performance obligations that are unsatisfied for contracts with an expected duration of greater than one year was $ 108.2 million.

Contract liabilities are recorded when cash payments are received or due in advance of performance and are reflected in accounts payable and accrued expenses on the unaudited Condensed Consolidated Statements of Financial Position.

The following table sets forth the activity in contract liabilities from January 1, 2020, through June 30, 2021 (in thousands):

The following table sets forth the activity in contract liabilities from January 1, 2020, through September 30, 2021 (in thousands):

Contract Liabilities

7 unchanged sentences

Other, including translation adjustments 478

Balance as of June 30, 2021 $ 13,182

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

Balance as of September 30, 2021

Note D— Other Current Assets

Other current assets consisted of the following (in thousands):

September 30,

2021 December 31, 2020

4 unchanged sentences

Property and equipment consisted of the following (in thousands):

September 30,

2021 December 31, 2020

6 unchanged sentences

Property and equipment, net $ 93,016 $ 109,817

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2021

Note F— Leases

The Company has operating leases for corporate and field offices, and certain equipment.

The Company’s leases have remaining lease terms of 1 month to 9 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year.

Operating lease expenses were $ 21.7 million and $ 43.2 million for the three and six months ended June 30, 2021, respectively, $ 20.0 million and $ 39.9 million for the three and six

months ended June 30, 2020, respectively.

The Company’s leases have remaining lease terms of less than 1 year to 9 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year.

Operating lease expenses were $ 21.6 million and $ 64.8 million for the three and nine months ended September 30, 2021, respectively, and $ 20.6 million and $ 60.5 million for the three and nine months ended September 30, 2020, respectively.

Supplemental cash flow information related to leases consisted of the following (in thousands):

Six Months Ended

Nine Months Ended

September 30,

Cash paid for operating lease liabilities $ 68,509 $ 62,873

Right-of-use assets obtained in exchange for new operating lease liabilities $ 8,467 $ 18,134

Right-of-use assets obtained in exchange for operating lease liabilities from new leases $ 9,733 $ 34,530

Right-of-use assets obtained in exchange for operating lease liabilities from lease

modifications or reassessments

$ 23,155 $ 48,151

Supplemental balance sheet information related to leases consisted of the following:

September 30,

2021 December 31,

1 unchanged sentence

Weighted average discount rate for operating leases 2.4 % 2.6 %

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

Future minimum lease payments under non-cancellable leases as of June 30, 2021, were as follows (in thousands):

2021 (excluding the six months ended June 30, 2021)

Future minimum lease payments under non-cancellable leases as of September 30, 2021 were as follows (in thousands):

2021 (excluding the nine months ended September 30, 2021)

Thereafter 31,020

2 unchanged sentences

(a) Includes current portion of $ 80.1 million for operating leases.

As of June 30, 2021, the Company had additional future minimum lease obligations totaling $ 3.8 million under operating leases that had not yet commenced.

As of September 30, 2021, the Company had additional future minimum lease obligations totaling $ 5.0 million under operating leases that had not yet commenced.

These operating leases include agreements for corporate and field office facilities with lease terms of 1 to 6 years.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2021

Note G— Goodwill

The following table sets forth the activity in goodwill from December 31, 2020, through June 30, 2021 (in thousands):

The following table sets forth the activity in goodwill from December 31, 2020 through September 30, 2021 (in thousands):

Temporary and consultant staffing Permanent placement staffing Risk consulting and internal audit services Total

2 unchanged sentences

Foreign currency translation adjustments 106 16 ( 285 ) ( 163 )

Balance as of June 30, 2021

Balance as of September 30, 2021

$ 134,617 $ 26,196 $ 62,079 $ 222,892

The Company completed its annual assessment of the recoverability of goodwill during the quarter ended June 30, 2021, and determined there were no events or circumstances that would more likely than not reduce the fair value of the Company’s reporting units below their carrying value.

Note H— Accrued Payroll and Benefit Costs

Accrued payroll and benefit costs consisted of the following (in thousands):

September 30,

2021 December 31, 2020

3 unchanged sentences

Accrued payroll and benefit costs $ 557,913 $ 397,877

The Company, under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, deferred paying $ 102.2 million of applicable payroll taxes as of June 30, 2021, of which $ 51.1 million is expected to be paid during the next 12 months and is included in accrued payroll and benefit costs and the remaining $ 51.1 million is included in other liabilities on the unaudited Condensed Consolidated Statements of Financial Position.

The Company, under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, deferred paying $ 102.2 million of applicable payroll taxes as of September 30, 2021, of which $ 51.1 million is expected to be paid during the next 12 months and is included in accrued payroll and benefit costs and the remaining $ 51.1 million is included in other liabilities on the unaudited Condensed Consolidated Statements of Financial Position.

Deferred payroll taxes payable was $ 102.2 million as of December 31, 2020.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

Note I— Employee Deferred Compensation Plan Obligations

4 unchanged sentences

These plans include provisions for salary deferrals and Company matching and discretionary contributions.

The asset value of the nonqualified plans was $ 458.6 million and $ 406.6 million as of June 30, 2021, and December 31, 2020, respectively.

The asset value of the nonqualified plans was $ 462.3 million and $ 406.6 million as of September 30, 2021 and December 31, 2020, respectively.

The Company holds these assets to satisfy the Company’s liabilities under its deferred compensation plans.

The liability value for the nonqualified plans was $ 481.5 million and $ 435.1 million as of June 30, 2021, and December 31, 2020, respectively.

The liability value for the nonqualified plans was $ 492.1 million and $ 435.1 million as of September 30, 2021 and December 31, 2020, respectively.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2021

The following table presents the Company’s compensation expense related to its qualified defined contribution plans and nonqualified plans (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

20 unchanged sentences

Plaintiff Dorff also seeks an unspecified amount of other damages, attorneys’ fees, and penalties, including but not limited to statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by PAGA.

At this stage of the litigation, it is not

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements.

At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements.

The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

2 unchanged sentences

Legal costs associated with the resolution of claims, lawsuits and other contingencies are expensed as incurred.

In May 2021, the Company entered into an amendment (“Amendment No.

1”) to extend the maturity of its $ 100 million unsecured revolving credit facility (the “Credit Agreement”) to May 2024.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

September 30, 2021

In May 2021, the Company entered into an amendment to extend the maturity of its $ 100 million unsecured revolving credit facility (the “Credit Agreement”) to May 2024.

Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the LIBOR, or an alternative base rate, plus an applicable margin.

The Credit Agreement is subject to certain financial covenants and the Company was in compliance with these covenants as of June 30, 2021.

There were no borrowings under the Credit Agreement as of June 30, 2021.

The Credit Agreement is subject to certain financial covenants and the Company was in compliance with these covenants as of September 30, 2021.

There were no borrowings under the Credit Agreement as of September 30, 2021.

Note K— Stockholders’ Equity

Stock Repurchase Program.

As of June 30, 2021, the Company is authorized to repurchase, from time to time, up to 8.4 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.

The number and the cost of common stock shares repurchased during the six months ended June 30, 2021 and 2020, are reflected in the following table (in thousands):

Six Months Ended

As of September 30, 2021, the Company is authorized to repurchase, from time to time, up to 7.7 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.

The number and the cost of common stock shares repurchased during the nine months ended September 30, 2021 and 2020 are reflected in the following table (in thousands):

Nine Months Ended

September 30,

Common stock repurchased (in shares) 2,254 1,432

1 unchanged sentence

Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable statutory withholding taxes.

The number and the cost of repurchases related to employee stock plans made during the six months ended June 30, 2021 and 2020, are reflected in the following table (in thousands):

Six Months Ended

The number and the cost of repurchases related to employee stock plans made during the nine months ended September 30, 2021 and 2020 are reflected in the following table (in thousands):

Nine Months Ended

September 30,

Repurchases related to employee stock plans (in shares) 253 284

2 unchanged sentences

Treasury stock is accounted for using the cost method.

Repurchase activity for the three and six months ended June 30, 2021 and 2020, is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Repurchase activity for the three and nine months ended September 30, 2021 and 2020 is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Repurchases of shares and issuances of dividends are applied first to the extent of retained earnings and any remaining amounts are applied to additional paid-in capital.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

September 30, 2021

Note L— Net Income Per Share

The calculation of net income per share for the three and six months ended June 30, 2021 and 2020, is reflected in the following table (in thousands, except per share amounts):

The calculation of net income per share for the three and nine months ended September 30, 2021 and 2020 is reflected in the following table (in thousands, except per share amounts):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

17 unchanged sentences

The accounting policies of the segments are set forth in Note A—“Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

The Company evaluates performance based on income before net interest expense (income), intangible assets amortization expense, and income taxes.

The Company evaluates performance based on income before net interest income, intangible assets amortization expense, and income taxes.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

June 30, 2021

The following table provides a reconciliation of service revenues and segment income by reportable segment to consolidated results for the three and six months ended June 30, 2021 and 2020 (in thousands):

September 30, 2021

The following table provides a reconciliation of service revenues and segment income by reportable segment to consolidated results for the three and nine months ended September 30, 2021 and 2020 (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

10 unchanged sentences

Amortization of intangible assets 572 334 1,724 1,002

Interest expense (income), net 151 ( 105 ) 105 ( 1,062 )

Interest income, net ( 238 ) ( 202 ) ( 145 ) ( 1,264 )

Income before income taxes $ 227,658 $ 102,510 $ 581,638 $ 292,297

1 unchanged sentence

Intersegment revenues

between temporary and consultant staffing segment and risk consulting and internal audit services segment were $ 143.0 million

and $ 246.8 million for the three and six months ended June 30, 2021, respectively, and $ 41.5 million and $ 87.8 million for the three months and six months ended June 30, 2020, respectively.

between temporary and consultant staffing segment and risk consulting and internal audit services segment were $ 173 million and $ 419 million for the three and nine months ended September 30, 2021, respectively, and $ 60 million and $ 148 million for the three months and nine months ended September 30, 2020, respectively.

Revenue and direct costs related to the intersegment activity are reflected in the risk consulting and internal audit segment, including the costs of candidate payroll, fringe benefits and incremental recruiter compensation.

Note N— Subsequent Events

On August 3, 2021, the Company announced the following:

On October 28, 2021, the Company announced the following:

Quarterly dividend per share $ .38

Declaration date August 3, 2021

Record date August 25, 2021

Payment date September 15, 2021

Declaration date October 28, 2021

Record date November 24, 2021

Payment date December 15, 2021

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 1. Financial Statements