What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-02 compared with 2023-10-31 · 121 added, 171 removed, 395 unchanged (43% of the section changed)

3 unchanged sentences

(in thousands, except share amounts)

September 30,

2024 December 31,

27 unchanged sentences

Additional paid-in capital 1,371,479 1,354,703

Accumulated other comprehensive income (loss) ( 49,997 ) ( 43,623 )

Accumulated other comprehensive loss ( 44,005 ) ( 32,626 )

Retained earnings 191,666 266,169

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Service revenues $ 1,475,937 $ 1,716,335

3 unchanged sentences

Selling, general and administrative expenses 521,595 552,229

(Income) loss from investments held in employee deferred compensation trusts 14,275 15,335 ( 41,363 ) 110,958

Income from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Note A) ( 43,376 ) ( 27,291 )

Amortization of intangible assets 304 721

6 unchanged sentences

Diluted $ 0.61 $ 1.14

Weighted average shares:

Basic 103,787 106,420

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

COMPREHENSIVE INCOME (LOSS):

10 unchanged sentences

(in thousands, except per share amounts)

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

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

Shares Par Value

10 unchanged sentences

104,932 $ 105 $ 1,371,479 $ ( 44,005 ) $ 191,666 $ 1,519,245

Net income — — — — 106,292 106,292

Other comprehensive income (loss) — — — 2,148 — 2,148

Dividends declared ($ 0.48 per share)

— — — — ( 51,565 ) ( 51,565 )

Net issuances of restricted stock 23 — — — — —

Stock-based compensation — — 15,453 — — 15,453

Repurchases of common stock ( 654 ) ( 1 ) — — ( 45,537 ) ( 45,538 )

Balance at June 30, 2023 107,132 $ 107 $ 1,324,451 $ ( 36,589 ) $ 337,302 $ 1,625,271

Net income — — — — 95,545 95,545

Other comprehensive income (loss) — — — ( 13,408 ) — ( 13,408 )

Dividends declared ($ 0.48 per share)

— — — — ( 51,228 ) ( 51,228 )

Net issuances of restricted stock ( 10 ) — — — — —

Stock-based compensation — — 15,233 — — 15,233

Repurchases of common stock ( 1,227 ) ( 1 ) — — ( 91,441 ) ( 91,442 )

Balance at September 30, 2023

105,895 $ 106 $ 1,339,684 $ ( 49,997 ) $ 290,178 $ 1,579,971

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per share amounts)

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

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

Shares Par Value

8 unchanged sentences

Balance at March 31, 2023 107,763 $ 108 $ 1,308,998 $ ( 38,737 ) $ 328,112 $ 1,598,481

Net income — — — — 175,821 175,821

Other comprehensive income (loss) — — — ( 24,033 ) — ( 24,033 )

Dividends declared ($ 0.43 per share)

— — — — ( 47,325 ) ( 47,325 )

Net issuances of restricted stock 4 — — — — —

Stock-based compensation — — 14,409 — — 14,409

Repurchases of common stock ( 1,144 ) ( 1 ) — — ( 103,971 ) ( 103,972 )

Balance at June 30, 2022 109,607 $ 110 $ 1,265,495 $ ( 47,607 ) $ 249,670 $ 1,467,668

Net income — — — — 166,206 166,206

Other comprehensive income (loss) — — — ( 24,152 ) — ( 24,152 )

Dividends declared ($ 0.43 per share)

— — — — ( 46,944 ) ( 46,944 )

Net issuances of restricted stock — — — — — —

Stock-based compensation — — 14,081 — — 14,081

Repurchases of common stock ( 1,109 ) ( 2 ) — — ( 85,940 ) ( 85,942 )

Balance at September 30, 2022 108,498 $ 108 $ 1,279,576 $ ( 71,759 ) $ 282,992 $ 1,490,917

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 63,701 $ 122,005

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Allowance for credit losses 183 2,934

2 unchanged sentences

Amortization of intangible assets 304 721

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

Realized and unrealized gains from investments held in employee deferred

compensation trusts

10 unchanged sentences

Other assets and liabilities, net ( 24,570 ) ( 23,109 )

Net cash flows provided by operating activities 522,248 481,476

Net cash flows (used in) provided by operating activities ( 15,919 ) 65,523

CASH FLOWS FROM INVESTING ACTIVITIES:

20 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2023

March 31, 2024

Note A— Summary of Significant Accounting Policies

1 unchanged sentence

Robert Half Inc.

(the “Company”) is a specialized talent solutions and business consulting firm that connects opportunities at great companies with highly skilled job seekers.

Robert Half ® offers contract talent solutions and permanent placement talent solutions for finance and accounting, technology, marketing and creative, legal, administrative, and customer support roles.

Robert Half is also the parent company of Protiviti ® , a global consulting firm that provides internal audit, risk, business, and technology consulting solutions.

(the “Company”) is a specialized talent solutions and business consulting firm, connecting highly skilled job seekers with rewarding opportunities at great companies.

Robert Half is also the parent company of Protiviti ® , a global consulting firm that delivers internal audit, risk, business, and technology consulting solutions.

The Company operates in North America, South America, Europe, Asia and Australia.

6 unchanged sentences

The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year.

Certain reclassifications have been made to prior year’s Financial Statements to conform to the 2023 presentation.

Principles of Consolidation.

3 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 September 30, 2023, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, accrued medical expenses, 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 March 31, 2024, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, accrued medical expenses, 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.

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

10 unchanged sentences

The Company expenses all advertising costs as incurred.

Advertising costs were $ 13.4 million and $ 41.3 million for the three and nine months ended September 30, 2023, respectively, and $ 13.5 million and $ 42.2 million for the three and nine months ended September 30, 2022, respectively.

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

Advertising costs were $ 13.2 million and $ 13.3 million for the three months ended March 31, 2024 and 2023, respectively.

Income from Investments Held in Employee Deferred Compensation Trusts .

Under the Company’s employee deferred compensation plans, employees direct the investment of their account balances, and the Company invests amounts held in the associated investment trusts consistent with these directions.

1 unchanged sentence

The value of the related investment trust assets also changes by an equal and offsetting amount, leaving no net cost to the Company.

The Company’s (income) loss from investments held in employee deferred compensation trusts consists primarily of unrealized and realized gains and losses and

The Company’s income from investments held in employee deferred compensation trusts consists of unrealized and realized gains and losses, and dividend income from trust investments and is presented separately on the unaudited Condensed Consolidated Statements of Operations.

ROBERT HALF INC.

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

September 30, 2023

dividend income from trust investments and is presented separately on the unaudited Condensed Consolidated Statements of Operations.

The following table presents the Company’s (income) loss from investments held in employee deferred compensation trusts (in thousands):

March 31, 2024

The following table presents the Company’s income from investments held in employee deferred compensation trusts (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Dividend income $ ( 2,071 ) $ ( 1,563 )

Realized and unrealized (gains) losses 16,636 16,301 ( 35,207 ) 114,534

(Income) loss from investments held in employee deferred compensation trusts $ 14,275 $ 15,335 $ ( 41,363 ) $ 110,958

Realized and unrealized gains ( 41,305 ) ( 25,728 )

Income from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses) $ ( 43,376 ) $ ( 27,291 )

The following table presents the Company’s increase in employee deferred compensation costs and expense related to changes in the fair value of trust assets for its nonqualified employee deferred compensation plans (in thousands):

Three Months Ended

Increase in employee deferred compensation costs and expense related to changes in the fair value of trust assets $ 43,376 $ 27,291

Comprehensive Income (Loss).

6 unchanged sentences

unobservable inputs in which there is little or no market data, which requires management’s best estimates and assumptions that market participants would use in pricing the asset or liability

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

The carrying value of cash net accounts receivable, and 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 following tables set forth the composition of the underlying assets which comprise the Company’s deferred compensation trust assets (in thousands):

ROBERT HALF INC.

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

March 31, 2024

The following tables summarize the Company’s financial instruments by significant category and fair value measurement on a recurring basis (in thousands):

Fair Value Measurements Using

Balance at September 30, 2023

Balance at March 31, 2024

Quoted Prices

1 unchanged sentence

(Level 2) Significant Unobservable Inputs

Cash equivalents

Money market funds $ 203,489 $ 203,489

Employee deferred compensation trust assets

Money market funds $ 121,153 $ 121,153 — —

Mutual funds - bond 38,384 38,384 — —

1 unchanged sentence

Mutual funds - blend 102,652 102,652 — —

$ 523,843 $ 523,843 — —

ROBERT HALF INC.

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

September 30, 2023

Total employee deferred compensation trust assets $ 622,605 $ 622,605 — —

Fair Value Measurements Using

3 unchanged sentences

(Level 2) Significant Unobservable Inputs

Cash equivalents

Money market funds $ 351,230 $ 351,230

Employee deferred compensation trust assets

Money market funds $ 124,710 $ 124,710 — —

Mutual funds - bond 35,373 35,373 — —

1 unchanged sentence

Mutual funds - blend 94,199 94,199 — —

$ 432,734 $ 432,734 — —

Total employee deferred compensation trust assets $ 571,046 $ 571,046 — —

Certain items, such as goodwill and other intangible assets, are recognized or disclosed at fair value on a non-recurring basis.

6 unchanged sentences

The Company applies credit loss estimates to these pooled receivables to determine expected credit losses.

The following table sets forth the activity in the allowance for credit losses from December 31, 2022 through September 30, 2023 (in thousands):

ROBERT HALF INC.

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

March 31, 2024

The following table sets forth the activity in the allowance for credit losses from December 31, 2023, through March 31, 2024 (in thousands):

Allowance for Credit Losses

3 unchanged sentences

Other, including foreign currency translation adjustments ( 238 )

Balance as of September 30, 2023

Internal-use Software.

The Company develops and implements software for internal use to enhance the performance and capabilities of the operating technology infrastructure.

Direct costs incurred for the development of internal-use software are capitalized from the time when the completion of the internal-use software is considered probable until the software is ready for use.

All other preliminary and planning stage costs are expensed as incurred.

Cloud computing implementation costs incurred in hosting arrangements are capitalized and reported as a component of other current assets and other noncurrent assets, while all other capitalized internal-use software development costs are reported as a component of computer software within property and equipment on the unaudited Condensed Consolidated Statements of Financial Position.

Capitalized software costs are amortized using the straight-line method over the estimated useful life of the software, ranging from two to five years .

ROBERT HALF INC.

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

September 30, 2023

Balance as of March 31, 2024

Note B— New Accounting Pronouncements

1 unchanged sentence

Recently Issued Accounting Pronouncements Not Yet Adopted

Segment Reporting.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in the ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

This ASU is effective for public filers for fiscal periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, however early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Income Tax Disclosures .

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

Under this ASU, public filers must disclose annually (1) specific categories in the rate reconciliation, and (2) provide additional information for reconciling items that meet a quantitative threshold, if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate.

The new guidance is effective for public filers for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Note C— Revenue Recognition

9 unchanged sentences

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

ROBERT HALF INC.

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

March 31, 2024

The Company records contract talent solutions revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses.

15 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 INC.

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

September 30, 2023

The following table presents the Company’s revenues disaggregated by functional specialization and segment (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Contract talent solutions

11 unchanged sentences

The term between invoicing and when payment is due is not significant.

ROBERT HALF INC.

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

March 31, 2024

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 September 30, 2023, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 150.2 million.

As of March 31, 2024, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 176.1 million.

Of this amount, $ 152.1 million is expected to be recognized within the next twelve months .

As of September 30, 2022, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 164.8 million.

As of March 31, 2023, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 151.8 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 December 31, 2022 through September 30, 2023 (in thousands):

The following table sets forth the activity in contract liabilities from December 31, 2023, through March 31, 2024 (in thousands):

Contract Liabilities

3 unchanged sentences

Other, including translation adjustments ( 208 )

Balance as of September 30, 2023

ROBERT HALF INC.

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

September 30, 2023

Balance as of March 31, 2024

Note D— Other Current Assets

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

September 30,

2024 December 31,

5 unchanged sentences

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

September 30,

2024 December 31,

6 unchanged sentences

Property and equipment, net $ 107,410 $ 108,809

ROBERT HALF INC.

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

March 31, 2024

Note F— Other Noncurrent Assets

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

September 30,

2024 December 31,

5 unchanged sentences

The Company’s leases have remaining lease terms of less than 1 year to 11 years, some of which include options to extend the leases for up to 7 years, and some of which include options to terminate the leases within 1 year.

Operating lease expense was $ 22.2 million and $ 67.1 million for the three and nine months ended September 30, 2023, respectively, and $ 22.0 million and $ 67.1 million for the three and nine months ended September 30, 2022, respectively.

Operating lease expense was $ 21.2 million and $ 22.4 million for the three months ended March 31, 2024 and 2023, respectively.

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

Nine Months Ended

September 30,

Three Months Ended

Cash paid for operating lease liabilities $ 23,029 $ 24,005

Right-of-use assets obtained in exchange for new operating lease liabilities $ 21,802 $ 6,342

ROBERT HALF INC.

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

September 30, 2023

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

September 30,

2024 December 31,

1 unchanged sentence

Weighted average discount rate for operating leases 3.4 % 3.2 %

Future minimum lease payments under non-cancellable leases as of September 30, 2023, were as follows (in thousands):

2023 (excluding the nine months ended September 30, 2023)

Future minimum lease payments under non-cancellable leases as of March 31, 2024, were as follows (in thousands):

2024 (excluding the three months ended March 31, 2024)

Thereafter 39,201

2 unchanged sentences

(a) Includes the current portion of $ 75.7 million for operating leases.

As of September 30, 2023, the Company had additional future minimum lease obligations totaling $ 2.0 million under executed operating lease contracts that had not yet commenced.

As of March 31, 2024, the Company had additional future minimum lease obligations totaling $ 8.5 million under executed operating lease contracts 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 INC.

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

March 31, 2024

Note H— Goodwill

The following table sets forth the activity in goodwill from December 31, 2022 through September 30, 2023 (in thousands):

The following table sets forth the activity in goodwill from December 31, 2023 through March 31, 2024 (in thousands):

Contract talent solutions Permanent placement talent solutions Protiviti Total

1 unchanged sentence

$ 134,287 $ 26,131 $ 77,552 $ 237,970

Foreign currency translation and other adjustments ( 64 ) ( 12 ) ( 159 ) ( 235 )

Balance as of September 30, 2023

Foreign currency translation adjustments ( 117 ) ( 22 ) ( 105 ) ( 244 )

Balance as of March 31, 2024

$ 134,170 $ 26,109 $ 77,447 $ 237,726

1 unchanged sentence

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

September 30,

2024 December 31,

3 unchanged sentences

Accrued payroll and benefit costs $ 327,212 $ 413,933

ROBERT HALF INC.

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

September 30, 2023

Note J— Employee Deferred Compensation Plan Obligations

4 unchanged sentences

These plans include provisions for salary deferrals and discretionary contributions.

The asset value of the nonqualified plans was $ 523.8 million and $ 432.7 million as of September 30, 2023 and December 31, 2022, respectively.

The asset value of the nonqualified plans was $ 622.6 million and $ 571.0 million as of March 31, 2024 and December 31, 2023, 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 $ 518.9 million and $ 474.1 million as of September 30, 2023 and December 31, 2022, respectively.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Contribution expense $ 10,671 $ 10,326 $ 33,450 $ 35,321

Increase (decrease) in employee deferred compensation expense related to changes in the fair value of trust assets ( 14,275 ) ( 15,335 ) 41,363 ( 110,958 )

$ ( 3,604 ) $ ( 5,009 ) $ 74,813 $ ( 75,637 )

The liability value for the nonqualified plans was $ 607.8 million and $ 572.9 million as of March 31, 2024 and December 31, 2023, respectively.

Contribution expenses for the Company’s qualified and nonqualified defined contribution plans were $ 13.4 million and $ 11.3 million for the three months ended March 31, 2024 and 2023, respectively.

The Company has statutory defined contribution plans and defined benefit plans outside the United States of America, which are not material.

4 unchanged sentences

Gentry also seeks recovery of an unspecified amount for the alleged failure of the Company to provide her and the putative class with accurate wage statements.

Gentry also seeks an unspecified amount of other damages, attorneys’ fees, and statutory penalties, including penalties for allegedly not paying all wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorneys General Act (“PAGA”).

ROBERT HALF INC.

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

March 31, 2024

statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorneys General Act (“PAGA”).

On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s claims, except the PAGA claim, to individual arbitration.

On March 8, 2024, the Court issued an order certifying:

(1) a class of California-based temporary employees who attended at least one uncompensated interview with a third-party client at any time since March 13, 2010;

(2) a subclass of class members who held a prior temporary job assignment before interviewing for a subsequent assignment;

and (3) a subclass of class members who are no longer employed by the Company (i.e., a “waiting time penalties” subclass).

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.

8 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 feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts

ROBERT HALF INC.

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

September 30, 2023

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 2023, the Company entered into an amendment to extend the maturity of its $ 100.0 million unsecured revolving credit facility (the “Credit Agreement”) to May 2026.

Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing which, effective May 2023, will be calculated according to the Adjusted Term Secured Overnight Financing Rate (“SOFR”), 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 September 30, 2023.

There were no borrowings under the Credit Agreement as of September 30, 2023, or December 31, 2022.

The Company has an unsecured revolving credit facility (the “Credit Agreement”) of $ 100.0 million, which matures May 2026.

Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing which will be calculated according to the Adjusted Term Secured Overnight Financing Rate (“SOFR”), 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 March 31, 2024.

There were no borrowings under the Credit Agreement as of March 31, 2024, or December 31, 2023.

Note L— Stockholders’ Equity

Stock Repurchase Program.

As of September 30, 2023, the Company is authorized to repurchase, from time to time, up to 11.5 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, 2023 and 2022, are reflected in the following table (in thousands):

Nine Months Ended

September 30,

As of March 31, 2024, the Company is authorized to repurchase, from time to time, up to 10.0 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 three months ended March 31, 2024 and 2023, are reflected in the following table (in thousands):

Three Months Ended

Common stock repurchased (in shares) 761 484

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 employee stock plan repurchases made during the nine months ended September 30, 2023 and 2022, are reflected in the following table (in thousands):

Nine Months Ended

September 30,

The number and the cost of employee stock

ROBERT HALF INC.

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

March 31, 2024

plan repurchases made during the three months ended March 31, 2024 and 2023, are reflected in the following table (in thousands):

Three Months Ended

Repurchases related to employee stock plans (in shares) 267 282

2 unchanged sentences

Treasury stock is accounted for using the cost method.

Treasury stock activity for the nine months ended September 30, 2023 and 2022, (consisting of purchases of shares for the treasury) is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Treasury stock activity for the three months ended March 31, 2024 and 2023, (consisting of purchases of shares for the treasury) 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.

ROBERT HALF INC.

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

September 30, 2023

Note M— Net Income Per Share

The calculation of net income per share for the three and nine months ended September 30, 2023 and 2022, is reflected in the following table (in thousands, except per share amounts):

The calculation of net income per share for the three months ended March 31, 2024 and 2023, is reflected in the following table (in thousands, except per share amounts):

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Net income $ 63,701 $ 122,005

12 unchanged sentences

Operating segments are defined as components of the Company for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance.

The contract talent solutions and permanent placement talent solutions segments provide specialized engagement professionals and full-time personnel, respectively, for finance and accounting, technology, marketing and creative, legal, administrative, and customer support roles.

The Protiviti segment provides business and technology risk consulting and internal audit services.

The Protiviti segment provides internal audit, risk, business, and technology consulting solutions.

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, 2023.

2 unchanged sentences

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

September 30, 2023

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, 2023 and 2022 (in thousands):

March 31, 2024

The following table provides a reconciliation of service revenues and segment income by reportable segment to consolidated results for the three months ended March 31, 2024 and 2023 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Service revenues

12 unchanged sentences

Service revenues presented above are shown net of eliminations of intersegment revenues.

Intersegment revenues between contract talent solutions segment and Protiviti segment were $ 100.6 million and $ 341.2 million for the three and nine months ended September 30, 2023, respectively, and $ 132.7 million and $ 414.5 million for the three and nine months ended September 30, 2022, respectively.

Intersegment revenues between contract talent solutions segment and Protiviti segment were $ 112.8 million and $ 125.8 million for the three months ended March 31, 2024 and 2023, respectively.

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

Note O— Subsequent Events

On October 30, 2023, the Company announced the following:

Note O—S ubsequent Events

On May 1, 2024, the Company announced the following:

Quarterly dividend per share $ 0.53

Declaration date October 30, 2023

Record date November 24, 2023

Payment date December 15, 2023

Declaration date May 1, 2024

Record date May 24, 2024

Payment date June 14, 2024

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