What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-05 compared with 2025-05-02 · 308 added, 123 removed, 219 unchanged (66% of the section changed)

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These statements may be identified by words such as “anticipate,” “potential,” “estimate,” “forecast,” “target,” “project,” “plan,” “intend,” “believe,” “expect,” “should,” “could,” “would,” “may,” “might,” “will,” or variations or negatives thereof or by similar or comparable words or phrases.

In addition, historical, current and forward-looking information about the Company’s corporate responsibility and compliance programs, including targets or goals, may not be considered material for the Securities and Exchange Commission (“SEC”) or other mandatory reporting purposes and may be based on standards for measuring progress that are still developing, on internal controls, diligence or processes that are evolving, on representations reviewed or provided by third parties, and on assumptions that are subject to change in the future.

on internal controls, diligence or processes that are evolving;

on representations reviewed or provided by third parties;

and on assumptions that are subject to change in the future.

Forward-looking statements are estimates only and are based on management’s current expectations, currently available information and current strategy, plans or forecasts, and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict, often beyond our control and are inherently uncertain.

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Executive Overview

Revenue and net income results for the first quarter were impacted by the heightened economic uncertainty over U.S.

trade and other policy developments.

Client and job seeker caution continues to elongate decision cycles and subdue hiring activity and new project starts.

During the quarter, the Company took actions to reduce its administrative cost structure and lowered staffing levels at corporate services and administrative field positions in talent solutions and Protiviti.

During the first quarter of 2025, service revenues were $1.35 billion, a decrease of 8.4% from the prior year.

Revenue and net income results for the second quarter were within the range of management’s expectations.

Elevated global economic uncertainty persisted throughout the quarter, extending client and job seeker caution, elongating decision cycles, and subduing hiring activity and new project starts.

During the first half of 2025, service revenues were $2.72 billion, a decrease of 7.7% from the prior year.

Net income was $58 million, and diluted net income per share was $0.58.

Diluted net income per share was reduced by $0.13 per share for one-time charges related to the cost actions noted above.

Demand for the Company’s contract talent solutions, permanent placement talent solutions, and Protiviti is largely dependent upon general economic and labor trends, both domestically and abroad.

real gross domestic product decreased 0.3% during the first quarter of 2025, compared to an increase of 3.4% during the fourth quarter of 2024.

Global labor markets remain resilient with U.S.

job openings significantly above historical averages indicating pent-up demand for talent.

In the U.S., unemployment stands at 4.2% and remains even lower for those with a college degree, where the rate is 2.6%.

However, business confidence levels have recently moderated and U.S.

trade and other policy uncertainty has caused many economists to lower their economic growth forecasts for the remainder of the year.

While the NFIB Small Business Optimism Index is off its recent peaks, it is still only slightly below its long-term average.

As business confidence improves, hiring urgency returns, project demand accelerates, deferred backlogs and growth initiatives are re-prioritized, and labor churn normalizes.

This creates hiring and consulting demand.

Despite the uncertain outlook, the Company is well-positioned to capitalize on emerging opportunities and support its clients’ talent and consulting needs through the strength of its industry-leading brand, people, technology and unique business model.

real gross domestic product increased at an annual rate of 3.0% during the second quarter 2025, compared to a decrease of 0.5% during the first quarter of 2025.

Fears of economic recession have eased as worst-case trade policy concerns have not materialized and proposed tax changes have now become law.

Small business confidence levels have also rebounded modestly from recent lows.

job market remains resilient with overall unemployment at 4.1%.

Labor supply constraints remain.

Particularly noteworthy is that the unemployment rate for college-educated professionals is holding steady at just 2.5 percent, with even lower rates prevailing among specialized accounting, finance and technology roles.

Although current hiring and quit rates remain subdued and well below post-Covid highs, job openings continue to be well above historical levels, indicating strong pent-up hiring demand.

As business confidence improves, there is a corresponding acceleration in hiring urgency, project demand and the reprioritization of previously deferred initiatives.

This natural progression typically places increased demands on client resources that are already operating at or near capacity, creating the hiring and consulting environment that has historically driven substantial growth for the Company’s business during the early phases of economic expansion cycles.

The Company continues to invest in technology and innovation, including AI.

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Accordingly, the Company’s headcount and other investments are typically assessed on at least a quarterly basis.

During the first quarter of 2025, the Company’s headcount remained relatively flat for each of its segments when compared to prior year-end levels, while administrative headcount decreased.

During the first half of 2025, the Company’s headcount remained relatively flat for its contract talent solutions, permanent placement talent solutions and Protiviti segments when compared to prior year-end levels, while administrative headcount decreased.

Critical Accounting Policies and Estimates

The Company’s most critical accounting policies and estimates are those that involve subjective decisions or assessments and are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

There were no material changes to the Company’s critical accounting policies or estimates for the three months ended March 31, 2025.

There were no material changes to the Company’s critical accounting policies or estimates for the six months ended June 30, 2025.

Recent Accounting Pronouncements

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“Quantitative and Qualitative Disclosures About Market Risk” for further discussion of the impact of foreign currency exchange rates on the Company’s results of operations and financial condition.

Three Months Ended March 31, 2025 and 2024

Three Months Ended June 30, 2025 and 2024

Service Revenues.

The Company’s revenues were $1.35 billion for the three months ended March 31, 2025, a decrease of 8.4% compared to $1.48 billion for the three months ended March 31, 2024.

The Company’s revenues were $1.37 billion for the three months ended June 30, 2025, a decrease of 7.0% compared to $1.47 billion for the three months ended June 30, 2024.

Revenues from U.S.

operations decreased 6.9% to $1.06 billion (78.6% of total revenue) for the three months ended March 31, 2025, compared to $1.14 billion (77.4% of total revenue) for the three months ended March 31, 2024.

Revenues from international operations decreased 13.6% to $289 million (21.4% of total revenue) for the three months ended March 31, 2025, compared to $334 million (22.6% of total revenue) for the three months ended March 31, 2024.

operations decreased 7.4% to $1.06 billion (77.7% of total revenue) for the three months ended June 30, 2025, compared to $1.15 billion (78.1% of total revenue) for the three months ended June 30, 2024.

Revenues from international operations decreased 5.3% to $306 million (22.3% of total revenue) for the three months ended June 30, 2025, compared to $323 million (21.9% of total revenue) for the three months ended June 30, 2024.

Contributing factors for each reportable segment are discussed below in further detail.

Contract talent solutions revenues were $763 million for the three months ended March 31, 2025, decreasing by 14.0% compared to revenues of $887 million for the three months ended March 31, 2024.

Contract talent solutions revenues were $760 million for the three months ended June 30, 2025, decreasing by 11.1% compared to revenues of $855 million for the three months ended June 30, 2024.

Key drivers of contract talent solutions revenues include average hourly bill rates and the number of hours worked by the Company’s engagement professionals on client engagements.

The decrease in contract talent solutions revenues for the three months ended March 31, 2025, was primarily due to a 16.2% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 2.7% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues decreased 11.8% for the first quarter of 2025 compared to the first quarter of 2024.

In the U.S., revenues in the first quarter of 2025 decreased 11.8% on a reported basis, and decreased 10.7% on an adjusted basis, compared to the first quarter of 2024.

International revenues for the first quarter of 2025 decreased 20.7% on a reported basis, and decreased 16.2% on an adjusted basis, compared to the first quarter of 2024.

Permanent placement talent solutions revenues were $112 million for the three months ended March 31, 2025, decreasing by 10.2% compared to revenues of $125 million for the three months ended March 31, 2024.

The decrease in contract talent solutions revenues for the three months ended June 30, 2025, was primarily due to a 15.4% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 4.7% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues decreased 11.1% for the second quarter of 2025 compared to the second quarter of 2024.

In the U.S., revenues in the second quarter of 2025 decreased 10.7% on both a reported basis and an adjusted basis, compared to the second quarter of 2024.

International revenues for the second quarter of 2025 decreased 12.5% on a reported basis, and decreased 12.9% on an adjusted basis, compared to the second quarter of 2024.

Permanent placement talent solutions revenues were $115 million for the three months ended June 30, 2025, decreasing by 12.5% compared to revenues of $131 million for the three months ended June 30, 2024.

Key drivers of permanent placement talent solutions revenues consist of the number of candidate placements and average fees earned per placement.

The decrease in permanent placement talent revenues for the three months ended March 31, 2025, was due to an 11.4% decrease in the number of placements, partially offset by a 1.2% increase in average fees earned per placement.

On an adjusted basis, permanent placement talent solutions revenues decreased 7.8% for the first quarter of 2025 compared to the first quarter of 2024.

In the U.S., revenues for the first quarter of 2025 decreased 8.5% on a reported basis, and decreased 7.3% on an adjusted basis, compared to the first quarter of 2024.

International revenues for the first quarter of 2025 decreased 14.5% on a reported basis, and decreased 10.1% on an adjusted basis, compared to the first quarter of 2024.

The decrease in permanent placement talent revenues for the three months ended June 30, 2025, was due to an 18.0% decrease in the number of placements, partially offset by a 5.5% increase in average fees earned per placement.

On an adjusted basis, permanent placement talent solutions revenues decreased 12.6% for the second quarter of 2025 compared to the second quarter of 2024.

In the U.S., revenues for the second quarter of 2025 decreased 13.2% on both a reported basis and an adjusted basis compared to the second quarter of 2024.

International revenues for the second quarter of 2025 decreased 10.6% on a reported basis, and decreased 11.2% on an adjusted basis, compared to the second quarter of 2024.

Historically, demand for permanent placement talent solutions is even more sensitive to economic and labor market conditions than demand for contract talent solutions, and this is expected to continue.

Protiviti revenues were $477 million for the three months ended March 31, 2025, increasing by 2.7% compared to revenues of $464 million for the three months ended March 31, 2024.

Protiviti revenues were $495 million for the three months ended June 30, 2025, increasing by 1.8% compared to revenues of $487 million for the three months ended June 30, 2024.

Key drivers of Protiviti revenues are the billable hours worked on client engagements and average hourly bill rates.

The increase in Protiviti revenues for the three months ended March 31, 2025, was due to a 3.4% increase in billable hours, partially offset by a 0.7% decrease in average hourly bill rates.

On an adjusted basis, Protiviti revenues increased 4.7% for the first quarter of 2025, compared to the first quarter of 2024.

In the U.S., revenues in the first quarter of 2025 increased 2.3% on a reported basis, and increased 3.6% on an adjusted basis, compared to the first quarter of 2024.

International revenues for the first quarter of 2025 increased 4.4% on a reported basis, and increased 7.9% on an adjusted basis, compared to the first quarter of 2024.

A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue growth rates for the three months ended March 31, 2025, is presented in the following table:

The increase in Protiviti revenues for the three months ended June 30, 2025, was due to a 7.7% increase in billable hours, partially offset by a 5.9% decrease in average hourly bill rates.

On an adjusted basis, Protiviti revenues increased 1.5% for the second quarter of 2025 compared to the second quarter of 2024.

In the U.S., revenues in the second quarter of 2025 decreased 0.7% on both a reported basis and an adjusted basis compared to the second quarter of 2024.

International revenues for the second quarter of 2025 increased 13.1% on a reported basis, and increased 10.7% on an adjusted basis, compared to the second quarter of 2024.

A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue growth rates for the three months ended June 30, 2025, is presented in the following table:

Global United States International

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Gross Margin .

The Company’s gross margin dollars were $499 million for the three months ended March 31, 2025, down 11.3% from $563 million for the three months ended March 31, 2024.

The Company’s gross margin dollars were $509 million for the three months ended June 30, 2025, down 11.7% from $577 million for the three months ended June 30, 2024.

Contributing factors for each reportable segment are discussed below in further detail.

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and iii) conversion revenues, which are earned when a contract position converts to a permanent position with the Company’s client.

Gross margin dollars for contract talent solutions were $297 million for the three months ended March 31, 2025, decreasing by 15.3% from $351 million for the three months ended March 31, 2024.

As a percentage of revenues, gross margin dollars for contract talent solutions were 38.9% in the first quarter of 2025, down from 39.5% in the first quarter of 2024.

The decrease in gross margin percentage was primarily due to higher fringe costs.

Gross margin dollars for contract talent solutions were $297 million for the three months ended June 30, 2025, decreasing by 11.5% from $336 million for the three months ended June 30, 2024.

As a percentage of revenues, gross margin dollars for contract talent solutions were 39.1% in the second quarter of 2025, down from 39.3% in the second quarter of 2024.

Gross margin dollars for permanent placement talent solutions represent revenues less reimbursable expenses.

Gross margin dollars for permanent placement talent solutions were $112 million for the three months ended March 31, 2025, down 10.2% from $124 million for the three months ended March 31, 2024.

Gross margin dollars for permanent placement talent solutions were $115 million for the three months ended June 30, 2025, decreasing 12.4% from $131 million for the three months ended June 30, 2024.

Because reimbursable expenses for permanent placement talent solutions are de minimis, the decrease in gross margin dollars is substantially explained by the decrease in revenues previously discussed.

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and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s Protiviti staff.

Gross margin dollars for Protiviti were $90 million for the three months ended March 31, 2025, up 2.9% from $88 million for the three months ended March 31, 2024.

As a percentage of revenues, reported gross margin dollars for Protiviti were 18.9% in both the first quarter of 2025 and 2024.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 18.1% in the first quarter of 2025, down from 20.7% in the first quarter of 2024.

The decrease in adjusted gross margin percentage was primarily due to one-time charges of $8 million related to cost actions to reduce ongoing expenses.

Gross margin dollars for Protiviti were $97 million for the three months ended June 30, 2025, decreasing 11.1% from $110 million for the three months ended June 30, 2024.

As a percentage of revenues, reported gross margin dollars for Protiviti were 19.7% in the second quarter of 2025, down from 22.5% in the second quarter of 2024.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 22.3% in the second quarter of 2025, down from 23.2% in the second quarter of 2024.

The decrease in adjusted gross margin percentage was primarily due to the relative composition of and number of professional staff and their respective pay and bill rates.

The Company’s gross margin by reporting segment is summarized as follows (in thousands):

Three Months Ended March 31, Relationships

Three Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

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Total $ 509,474 $ 576,679 $ 522,275 $ 579,909 37.2 % 39.2 % 38.1 % 39.4 %

The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31, 2025

The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the three months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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As Adjusted $ 297,367 39.1 % $ 114,551 99.9 % $ 110,357 22.3 % $ 522,275 38.1 %

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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As Adjusted $ 336,161 39.3 % $ 130,801 99.8 % $ 112,947 23.2 % $ 579,909 39.4 %

(1) Changes in the Company’s deferred compensation obligations related to Protiviti operations are included in costs of services, while the related investment (income) loss is presented separately.

The non-GAAP financial adjustments shown in the table above are to reclassify investment (income) loss from investments held in employee deferred compensation trusts to the same line item that includes the corresponding change in obligation.

(1) Changes in the Company’s deferred compensation obligations related to Protiviti operations are included in costs of services, while the related investment income is presented separately.

The non-GAAP financial adjustments shown in the table above are to reclassify investment income from investments held in employee deferred compensation trusts to the same line item that includes the corresponding change in obligation.

These adjustments have no impact on income before income taxes.

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The Company’s selling, general and administrative expenses consist primarily of staff compensation, advertising, lease expense, depreciation, cloud computing service costs and overhead costs.

The Company’s reported selling, general and administrative expenses were $460 million for the three months ended March 31, 2025, decreasing by 11.8% from $522 million for the three months ended March 31, 2024.

As a percentage of revenues, reported selling, general and administrative expenses were 34.0% in the first quarter of 2025, down from 35.4% in the first quarter of 2024.

The Company’s adjusted selling, general and administrative expenses were $476 million for the three months ended March 31, 2025, down 2.2% from $487 million for the three months ended March 31, 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses were 35.2% in the first quarter of 2025, up from 33.0% in the first quarter of 2024.

The Company’s reported selling, general and administrative expenses were $508 million for the three months ended June 30, 2025, increasing by 1.4% from $501 million for the three months ended June 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses were 37.1% in the second quarter of 2025, up from 34.0% in the second quarter of 2024.

The Company’s adjusted selling, general and administrative expenses were $463 million for the three months ended June 30, 2025, down 5.2% from $489 million for the three months ended June 30, 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses were 33.8% in the second quarter of 2025, up from 33.2% in the second quarter of 2024.

Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for contract talent solutions, on a reported basis, were $276 million for the three months ended March 31, 2025, decreasing by 16.7% from $332 million for the three months ended March 31, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 36.2% in the first quarter of 2025, down from 37.4% in the first quarter of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 38.0% in the first quarter of 2025, up from 33.9% in the first quarter of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions during the quarter, combined with the impact of one-time charges of $7 million in the first quarter of 2025, related to cost actions to reduce ongoing administrative expenses.

Selling, general and administrative expenses for permanent placement talent solutions were $106 million for the three months ended March 31, 2025, decreasing by 9.0% from $117 million for the three months ended March 31, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 94.7% in the first quarter of 2025, up from 93.4% in the first quarter of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement were 96.6% in the first quarter of 2025, up from 90.3% in the first quarter of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions during the quarter, combined with the impact of one-time charges of $2 million in the first quarter of 2025, related to cost actions to reduce ongoing administrative expenses.

Selling, general and administrative expenses for Protiviti were $78 million for the three months ended March 31, 2025, increasing by 5.5% from $74 million for the three months ended March 31, 2024.

As a percentage of revenues, selling, general and administrative expenses for Protiviti services were 16.3% in the first quarter of 2025, up from 15.9% in the first quarter of 2024.

Selling, general and administrative expenses for contract talent solutions, on a reported basis, were $319 million for the three months ended June 30, 2025, increasing by 3.2% from $309 million for the three months ended June 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 42.0% in the second quarter of 2025, up from 36.1% in the second quarter of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 36.7% in the second quarter of 2025, up from 34.9% in the second quarter of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions during the quarter.

Selling, general and administrative expenses for permanent placement talent solutions were $111 million for the three months ended June 30, 2025, decreasing by 4.4% from $116 million for the three months ended June 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 97.0% in the second quarter of 2025, up from 88.7% in the second quarter of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement were 92.7% in the second quarter of 2025, up from 87.5% in the second quarter of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions during the quarter.

Selling, general and administrative expenses for Protiviti were $78 million for the three months ended June 30, 2025, increasing by 2.5% from $76 million for the three months ended June 30, 2024.

As a percentage of revenues, selling, general and administrative expenses for Protiviti services were 15.7% in the second quarter of 2025, up from 15.6% in the second quarter of 2024.

The Company’s selling, general and administrative expenses by reportable segment are summarized as follows (in thousands):

Three Months Ended March 31, Relationships

Three Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

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Total $ 507,934 $ 501,136 $ 463,081 $ 488,633 37.1 % 34.0 % 33.8 % 33.2 %

The following tables provide reconciliations of the non-GAAP selling, general and administrative expenses to reported selling, general and administrative expenses for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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As Adjusted $ 278,944 36.7 % $ 106,292 92.7 % $ 77,845 15.7 % $ 463,081 33.8 %

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

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As Adjusted $ 298,015 34.9 % $ 114,653 87.5 % $ 75,965 15.6 % $ 488,633 33.2 %

(1) Changes in the Company’s employee deferred compensation plan obligations related to talent solutions operations are included in selling, general and administrative expenses, while the related investment (income) loss is presented separately.

These adjustments have no impact on income before income taxes.

Operating Income The Company’s operating income consists of gross margin less selling, general and administrative expenses.

The Company’s reported operating income was $39 million for the three months ended March 31, 2025, down 4.9% compared to $41 million for the three months ended March 31, 2024.

As a percentage of revenues, reported operating income was 2.9% in the first quarter of 2025, up from 2.8% in the first quarter of 2024.

The Company’s adjusted operating income was $19 million for the three months ended March 31, 2025, down 77.8% from $84 million for the three months ended March 31, 2024.

As a percentage of revenues, adjusted operating income was 1.4% in the first quarter of 2025, down from 5.7% in the first quarter of 2024.

Since operating income is defined as gross margin less selling, general and administrative expenses, the year over year change is explained by factors previously discussed, including the impact of one-time charges of $17 million in the first quarter of 2025 related to cost actions to reduce ongoing administrative expenses.

The Company’s operating income by reporting segment is summarized as follows (in thousands):

Three Months Ended March 31, Relationships

The Company’s reported operating income was $2 million for the three months ended June 30, 2025, down 98.0% compared to $76 million for the three months ended June 30, 2024.

As a percentage of revenues, reported operating income was 0.1% in the second quarter of 2025, down from 5.1% in the second quarter of 2024.

The Company’s adjusted operating income was $59 million for the three months ended June 30, 2025, down 35.1% from $91 million for the three months ended June 30, 2024.

As a percentage of revenues, adjusted operating income was 4.3% in the second quarter of 2025, down from 6.2% in the second quarter of 2024.

Since operating income is defined as gross margin less selling, general and administrative expenses, the year over year change is explained by factors previously discussed.

The Company’s operating income (loss) by reporting segment is summarized as follows (in thousands):

Three Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2025 2024 2025 2024 2025 2024 2025 2024

Operating income

Operating income (loss)

Contract talent solutions

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Total $ 1,540 $ 75,543 $ 59,194 $ 91,276 0.1 % 5.1 % 4.3 % 6.2 %

The following tables provide reconciliations of the non-GAAP adjusted operating income to reported operating income for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

The following tables provide reconciliations of the non-GAAP adjusted operating income to reported operating income (loss) for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025

Contract talent

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$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Operating income

Operating income (loss)

As Reported $ (21,504) (2.8 %) $ 3,333 2.9 % $ 19,711 4.0 % $ 1,540 0.1 %

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As Adjusted $ 18,423 2.4 % $ 8,259 7.2 % $ 32,512 6.6 % $ 59,194 4.3 %

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Contract talent

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As Adjusted $ 38,146 4.5 % $ 16,148 12.3 % $ 36,982 7.6 % $ 91,276 6.2 %

(1) Changes in the Company’s employee deferred compensation plan obligations related to talent solutions operations are included in operating income.

These adjustments have no impact on income before income

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

(1) Changes in the Company’s employee deferred compensation plan obligations related to talent solutions operations are included in operating income (loss).

These adjustments have no impact on income before income taxes.

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.

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The value of the related investment trust assets also changes by the equal and offsetting amount, leaving no net costs to the Company, and therefore no effect on reported net income.

The Company’s (income) loss from investments held in employee deferred compensation trusts consists primarily 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.

The Company’s (income) loss from investments held in employee deferred compensation trusts was a loss of $20 million and income of $43 million for the three months ended March 31, 2025 and 2024, respectively.

The loss from trust investments during the first quarter of 2025 was due to negative market returns.

The Company’s income from investments held in employee deferred compensation trusts consists primarily 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.

The Company’s income from investments held in employee deferred compensation trusts was $58 million and $16 million for the three months ended June 30, 2025 and 2024, respectively.

The income from trust investments during the second quarter of 2025 was due to positive market returns.

Provision for income taxes .

The provision for income taxes was 22.1% and 29.8% for the three months ended March 31, 2025 and 2024, respectively.

The lower tax rate for 2025 can be primarily attributed to accelerated timing of certain tax credits that would have otherwise been recorded in the upcoming fourth quarter.

The provision for income taxes was 33.3% and 29.3% for the three months ended June 30, 2025 and 2024, respectively.

The higher tax rate for 2025 can be attributed to the increased impact of nondeductible expenses relative to lower pretax income.

On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act.

Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S.

taxation of profits derived from foreign operations.

The Company continues to evaluate the impact the new legislation will have on the consolidated financial statements.

Six Months Ended June 30, 2025 and 2024

Service Revenues.

The Company’s revenues were $2.72 billion for the six months ended June 30, 2025, a decrease of 7.7% compared to $2.95 billion for the six months ended June 30, 2024.

Revenues from U.S.

operations decreased 7.2% to $2.13 billion (78.2% of total revenue) for the six months ended June 30, 2025, compared to $2.29 billion (77.7% of total revenue) for the six months ended June 30, 2024.

Revenues from international operations decreased 9.5% to $594 million (21.8% of total revenue) for the six months ended June 30, 2025, compared to $657 million (22.3% of total revenue) for the six months ended June 30, 2024.

Contributing factors for each reportable segment are discussed below in further detail.

Contract talent solutions revenues were $1.52 billion for the six months ended June 30, 2025, decreasing by 12.6% compared to revenues of $1.74 billion for the six months ended June 30, 2024.

Key drivers of contract talent solutions revenues include average hourly bill rates and the number of hours worked by the Company’s engagement professionals on client engagements.

The decrease in contract talent solutions revenues for the six months ended June 30, 2025, was primarily due to a 15.8% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 3.7% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues in the first half of 2025 decreased 11.5% compared to the first half of 2024.

In the U.S., revenues in the first half of 2025 decreased 11.3% on a reported basis, and decreased 10.7% on an adjusted basis, compared to the first half of 2024.

International revenues for the first half of 2025 decreased 16.7% on a reported basis, and decreased 14.6% on an adjusted basis, compared to the first half of 2024.

Permanent placement talent solutions revenues were $227 million for the six months ended June 30, 2025, decreasing by 11.3% compared to revenues of $256 million for the six months ended June 30, 2024.

Key drivers of permanent placement talent solutions revenues consist of the number of candidate placements and average fees earned per placement.

The decrease in permanent placement staffing revenues for the six months ended June 30, 2025, was due to an 14.8% decrease in the number of placements, partially offset by a 3.5% increase in average fees earned per placement.

On an adjusted basis, permanent placement talent solutions revenues decreased 10.3% for the first half of 2025 compared to the first half of 2024.

In the U.S., revenues for the first half of 2025 decreased 10.9% on a reported basis, and decreased 10.3% on an adjusted basis, compared to the first half of 2024.

International revenues for the first half of 2025 decreased 12.5% on a reported basis, and decreased 10.7% on an adjusted basis, compared to the first half of 2024.

Historically, demand for permanent placement talent solutions is even more sensitive to economic and labor market conditions than demand for contract talent solutions and this is expected to continue.

Protiviti revenues were $972 million for the six months ended June 30, 2025, increasing by 2.2% compared to revenues of $951 million for the six months ended June 30, 2024.

Key drivers of Protiviti revenues are the billable hours worked on client engagements and average hourly bill rates.

The increase in Protiviti revenues for the six months ended June 30, 2025, was due to a 5.6% increase in billable hours, partially offset by a 3.4% decrease in average hourly bill rates.

On an adjusted basis, Protiviti revenues increased 3.1% for the first half of 2025 compared to the first half of 2024.

In the U.S., revenues in the first half of 2025 increased 0.8% on a reported basis, and increased 1.4% on an adjusted basis, compared to the first half of 2024.

International revenues in the first half of 2025 increased 8.8% on a reported basis, and increased 9.3% on an adjusted basis, compared to the first half of 2024.

A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue growth rates for the six months ended June 30, 2025, is presented in the following table:

Global United States International

Contract talent solutions

As Reported -12.6 % -11.3 % -16.7 %

Billing Days Impact 0.8 % 0.6 % 0.9 %

Currency Impact 0.3 % ― 1.2 %

As Adjusted -11.5 % -10.7 % -14.6 %

Permanent placement talent solutions

As Reported -11.3 % -10.9 % -12.5 %

Billing Days Impact 0.8 % 0.6 % 1.0 %

Currency Impact 0.2 % ― 0.8 %

As Adjusted -10.3 % -10.3 % -10.7 %

As Reported 2.2 % 0.8 % 8.8 %

Billing Days Impact 1.0 % 0.6 % 1.2 %

Currency Impact -0.1 % ― -0.7 %

As Adjusted 3.1 % 1.4 % 9.3 %

Gross Margin .

The Company’s gross margin dollars were $1.01 billion for the six months ended June 30, 2025, down 11.5% from $1.14 billion for the six months ended June 30, 2024.

Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars for contract talent solutions represent revenues less costs of services, which consist of payroll, payroll taxes and benefit costs for engagement professionals, and reimbursable expenses.

The key drivers of gross margin are:

i) pay-bill spreads, which represent the differential between wages paid to engagement professionals and amounts billed to clients;

ii) fringe costs, which are primarily composed of payroll taxes and benefit costs;

and iii) conversion revenues, which are earned when a contract position converts to a permanent position with the Company’s client.

Gross margin dollars for contract talent solutions were $594 million for the six months ended June 30, 2025, down 13.5% from $687 million for the six months ended June 30, 2024.

As a percentage of revenues, gross margin dollars for contract talent solutions were 39.0% in the first half of 2025, down from 39.4% in the first half of 2024.

Gross margin dollars for permanent placement talent solutions represent revenues less reimbursable expenses.

Gross margin dollars for permanent placement talent solutions were $227 million for the six months ended June 30, 2025, down 11.3% from $255 million for the six months ended June 30, 2024.

Gross margin dollars for Protiviti represent revenues less costs of services, which consist primarily of professional staff payroll, payroll taxes, benefit costs and reimbursable expenses.

The primary drivers of Protiviti’s gross margin are:

i) the relative composition of and number of professional staff and their respective pay and bill rates;

and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s Protiviti staff.

Gross margin dollars for Protiviti were $188 million for the six months ended June 30, 2025, down 4.9% from $197 million for the six months ended June 30, 2024.

As a percentage of revenues, reported gross margin dollars for Protiviti were 19.3% in the first half of 2025, down from 20.8% in the first half of 2024.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 20.2% in the first half of 2025, down from 22.0% in the first half of 2024.

The year-over-year decrease in adjusted gross margin percentage was primarily due to the relative composition of and number of professional staff and their respective pay and bill rates.

The Company’s gross margin by reportable segment are summarized as follows:

(in thousands):

Six Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2025 2024 2025 2024 2025 2024 2025 2024

Contract talent solutions

$ 594,300 $ 686,731 $ 594,300 $ 686,731 39.0 % 39.4 % 39.0 % 39.4 %

Permanent placement talent solutions

226,412 255,349 226,412 255,349 99.8 % 99.8 % 99.8 % 99.8 %

187,807 197,396 196,569 208,983 19.3 % 20.8 % 20.2 % 22.0 %

Total $ 1,008,519 $ 1,139,476 $ 1,017,281 $ 1,151,063 37.1 % 38.6 % 37.4 % 39.0 %

The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

As Reported $ 594,300 39.0 % $ 226,412 99.8 % $ 187,807 19.3 % $ 1,008,519 37.1 %

Adjustments (1) — — — — 8,762 0.9 % 8,762 0.3 %

As Adjusted $ 594,300 39.0 % $ 226,412 99.8 % $ 196,569 20.2 % $ 1,017,281 37.4 %

Six Months Ended June 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

As Reported $ 686,731 39.4 % $ 255,349 99.8 % $ 197,396 20.8 % $ 1,139,476 38.6 %

Adjustments (1) — — — — 11,587 1.2 % 11,587 0.4 %

As Adjusted $ 686,731 39.4 % $ 255,349 99.8 % $ 208,983 22.0 % $ 1,151,063 39.0 %

(1) Changes in the Company’s deferred compensation obligations related to Protiviti operations are included in costs of services, while the related investment income is presented separately.

These adjustments have no impact on income before income taxes.

Selling, General and Administrative Expenses .

The Company’s selling, general and administrative expenses consist primarily of staff compensation, advertising, variable overhead, depreciation, and occupancy costs.

The Company’s reported selling, general and administrative expenses were $968 million for the six months ended June 30, 2025, down 5.4% from $1.02 billion for the six months ended June 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses were 35.6% in the first half of 2025, up from 34.7% in the first half of 2024.

The Company’s adjusted selling, general and administrative expenses were $939 million for the six months ended June 30, 2025, down 3.7% from $975 million for the six months ended June 30, 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses were 34.5% in the first half of 2025, up from 33.1% in the first half of 2024.

Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for contract talent solutions, on an as-reported basis, were $595 million for the six months ended June 30, 2025, decreasing by 7.1% from $640 million for the six months ended June 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 39.1% in the first half of 2025, up from 36.8% in the first half of 2024.

Selling, general and administrative expenses for contract talent solutions, on an adjusted basis, were $569 million for the six months ended June 30, 2025, down 4.9% from $598 million for the six months ended June 30, 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 37.4% in the first half of 2025, up from 34.4% in the first half of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions.

Selling, general and administrative expenses for permanent placement talent solutions were $217 million for the six months ended June 30, 2025, decreasing by 6.7% from $233 million for the six months ended June 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 95.8% in the first half of 2025, up from 91.0% in the first half of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 94.6% in the first half of 2025, up from 88.9% in the first half of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions.

Selling, general and administrative expenses for Protiviti were $156 million for the six months ended June 30, 2025, increasing by 4.0% from $149 million for the six months ended June 30, 2024.

As a percentage of revenues, selling, general and administrative expenses for Protiviti were 16.0% in the first half of 2025, up from 15.7% in the first half of 2024.

The Company’s selling, general and administrative expenses by reportable segment are summarized as follows (in thousands):

Six Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2025 2024 2025 2024 2025 2024 2025 2024

Selling, General and

Administrative Expenses

Contract talent solutions

$ 595,083 $ 640,474 $ 569,186 $ 598,467 39.1 % 36.8 % 37.4 % 34.4 %

Permanent placement talent solutions

217,353 232,861 214,529 227,346 95.8 % 91.0 % 94.6 % 88.9 %

155,661 149,700 155,661 149,700 16.0 % 15.7 % 16.0 % 15.7 %

Total $ 968,097 $ 1,023,035 $ 939,376 $ 975,513 35.6 % 34.7 % 34.5 % 33.1 %

The following tables provide reconciliations of the non-GAAP selling, general and administrative expenses to reported selling, general and administrative expenses for the six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Selling, General and

Administrative Expenses

As Reported $ 595,083 39.1 % $ 217,353 95.8 % $ 155,661 16.0 % $ 968,097 35.6 %

Adjustments (1) (25,897) (1.7 %) (2,824) (1.2 %) — — (28,721) (1.1 %)

As Adjusted $ 569,186 37.4 % $ 214,529 94.6 % $ 155,661 16.0 % $ 939,376 34.5 %

Six Months Ended June 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Selling, General and

Administrative Expenses

As Reported $ 640,474 36.8 % $ 232,861 91.0 % $ 149,700 15.7 % $ 1,023,035 34.7 %

Adjustments (1) (42,007) (2.4 %) (5,515) (2.1 %) — — (47,522) (1.6 %)

As Adjusted $ 598,467 34.4 % $ 227,346 88.9 % $ 149,700 15.7 % $ 975,513 33.1 %

These adjustments have no impact on income before income taxes.

Operating Income The Company’s operating income consists of gross margin less selling, general and administrative expenses.

The Company’s reported operating income was $40 million for the six months ended June 30, 2025, down 65.3% compared to $116 million for the six months ended June 30, 2024.

As a percentage of revenues, reported operating income was 1.5% in the first half of 2025, down from 3.9% in the first half of 2024.

The Company’s adjusted operating income was $78 million for the six months ended June 30, 2025, down 55.6% from $176 million for the six months ended June 30, 2024.

As a percentage of revenues, adjusted operating income was 2.9% in the first half of 2025, down from 6.0% in the first half of 2024.

Since operating income is defined as gross margin less selling, general and administrative expenses, the year over year change is explained by factors previously discussed.

The Company’s operating income (loss) by reporting segment is summarized as follows (in thousands):

Six Months Ended June 30, Relationships

As Reported As Adjusted As Reported As Adjusted

2025 2024 2025 2024 2025 2024 2025 2024

Operating income (loss)

Contract talent solutions

$ (783) $ 46,257 $ 25,114 $ 88,264 (0.1 %) 2.7 % 1.6 % 5.1 %

Permanent placement talent solutions

9,059 22,488 11,883 28,003 4.0 % 8.8 % 5.2 % 10.9 %

Protiviti 32,146 47,696 40,908 59,283 3.3 % 5.0 % 4.2 % 6.2 %

Total $ 40,422 $ 116,441 $ 77,905 $ 175,550 1.5 % 3.9 % 2.9 % 6.0 %

The following tables provide reconciliations of the non-GAAP adjusted operating income to reported operating income (loss) for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30, 2025

Contract talent

solutions Permanent placement talent solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Operating income (loss)

As Reported $ (783) (0.1 %) $ 9,059 4.0 % $ 32,146 3.3 % $ 40,422 1.5 %

Adjustments (1) 25,897 1.7 % 2,824 1.2 % 8,762 0.9 % 37,483 1.4 %

As Adjusted $ 25,114 1.6 % $ 11,883 5.2 % $ 40,908 4.2 % $ 77,905 2.9 %

Six Months Ended June 30, 2024

Contract talent

solutions Permanent placement talent solutions Protiviti Total

$ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue

Operating income

As Reported $ 46,257 2.7 % $ 22,488 8.8 % $ 47,696 5.0 % $ 116,441 3.9 %

Adjustments (1) 42,007 2.4 % 5,515 2.1 % 11,587 1.2 % 59,109 2.1 %

As Adjusted $ 88,264 5.1 % $ 28,003 10.9 % $ 59,283 6.2 % $ 175,550 6.0 %

(1) Changes in the Company’s employee deferred compensation plan obligations related to talent solutions operations are included in operating income (loss).

These adjustments have no impact on income before income taxes.

Income from Investments Held in Employee Deferred Compensation Trusts .

As realized and unrealized investment gains and losses occur, the Company’s employee deferred compensation plan obligations change and adjustments are recorded in selling, general and administrative expenses, or in the case of Protiviti, costs of services.

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

The Company’s income from investments held in employee deferred compensation trusts consists primarily 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.

The Company’s income from investments held in employee deferred compensation trusts was $37 million and $59 million for the six months ended June 30, 2025 and 2024, respectively.

The income from trust investments was due to positive market returns during the first half of 2025.

Provision for income taxes .

The provision for income taxes was 30.3% and 29.5% for the six months ended June 30, 2025 and 2024, respectively.

Liquidity and Capital Resources

The change in the Company’s liquidity during the three months ended March 31, 2025 and 2024, is primarily the effect of funds used in operations, as well as funds used for capital expenditures, investment in employee deferred compensation trusts, net of redemptions from employee deferred compensation trusts, repurchases of common stock, and payment of dividends.

Cash outflows are typically elevated in the first quarter due to the annual payment cycle for bonuses and software subscription renewals.

Cash and cash equivalents were $342 million and $541 million at March 31, 2025 and 2024, respectively.

Operating activities used net cash flows of $59 million during the three months ended March 31, 2025, combined with $33 million and $111 million of net cash used in investing activities and financing activities, respectively.

Operating activities used net cash flows of $16 million during the three months ended March 31, 2024, combined with $22 million and $144 million of net cash used in investing activities and financing activities, respectively.

Fluctuations in foreign currency exchange rates had the effect of increasing reported cash and cash equivalents by $8 million during the three months ended March 31, 2025, compared to a decrease of $9 million during the three months ended March 31, 2024.

Operating activities—Net cash used in operating activities for the three months ended March 31, 2025 was $59 million.

The change in the Company’s liquidity during the six months ended June 30, 2025 and 2024, is primarily the effect of funds provided by operations, as well as funds used for capital expenditures, investment in employee deferred compensation trusts, net of redemptions from employee deferred compensation trusts, repurchases of common stock, and payment of dividends.

Cash and cash equivalents were $381 million and $547 million at June 30, 2025 and 2024, respectively.

Operating activities provided net cash flows of $60 million during the six months ended June 30, 2025, offset by $49 million and $192 million of net cash used in investing activities and financing activities, respectively.

Operating activities provided net cash flows of $126 million during the six months ended June 30, 2024, offset by $38 million and $258 million of net cash used in investing activities and financing activities, respectively.

Fluctuations in foreign currency exchange rates had the effect of increasing reported cash and cash equivalents by $24 million during the six months ended June 30, 2025, compared to a decrease of $15 million during the six months ended June 30, 2024.

Operating activities—Net cash provided by operating activities for the six months ended June 30, 2025, was $60 million.

This was composed of net income of $58 million adjusted upward for non-cash items of $46 million, offset by net cash used in changes in working capital of $44 million.

Net cash used in operating activities for the three months ended March 31, 2024, was $16 million.

Net cash provided by operating activities for the six months ended June 30, 2024, was $126 million.

This was composed of net income of $132 million adjusted upward for non-cash items of $19 million, offset by net cash used in changes in working capital of $25 million.

Investing activities—Cash used in investing activities for the three months ended March 31, 2025, was $33 million.

This was composed of capital expenditures of $12 million and investments in employee deferred compensation trusts of $43 million, partially offset by proceeds from employee deferred compensation trust redemptions of $22 million.

Cash used in investing activities for the three months ended March 31, 2024, was $22 million.

Investing activities—Cash used in investing activities for the six months ended June 30, 2025, was $49 million.

This was composed of capital expenditures of $28 million, investments in employee deferred compensation trusts of $51 million and payments for acquisitions of $10 million, partially offset by proceeds from employee deferred compensation trust redemptions of $40 million.

Cash used in investing activities for the six months ended June 30, 2024, was $38 million.

This was composed of capital expenditures of $24 million and investments in employee deferred compensation trusts of $43 million, partially offset by proceeds from employee deferred compensation trust redemptions of $29 million.

Capital expenditures, including $6 million for cloud computing arrangements, for the three months ended March 31, 2025, totaled $19 million, approximately 69% of which represented investments in software initiatives and technology infrastructure, both of which are important to the Company’s sustainability and future growth opportunities.

Capital expenditures, including $13 million for cloud computing arrangements, for the six months ended June 30, 2025, totaled $41 million, approximately 64% of which represented investments in software initiatives and technology infrastructure, both of which are important to the Company’s sustainability and future growth opportunities.

Capital expenditures for cloud computing arrangements are included in cash flows from operating activities on the Company’s Condensed Consolidated Statements of Cash Flows.

1 unchanged sentence

The Company currently expects that 2025 capital expenditures will range from $75 million to $90 million, of which $55 million to $65 million relates to software initiatives and technology infrastructure, including capitalized costs related to implementation of cloud computing arrangements.

Financing activities—Cash used in financing activities for the three months ended March 31, 2025, was $111 million.

Financing activities—Cash used in financing activities for the six months ended June 30, 2025, was $192 million.

This included repurchases of $71 million in common stock and $121 million in dividends paid to stockholders.

Cash used in financing activities for the three months ended March 31, 2024, was $144 million.

Cash used in financing activities for the six months ended June 30, 2024, was $258 million.

This included repurchases of $146 million in common stock and $112 million in dividends paid to stockholders.

As of March 31, 2025, the Company is authorized to repurchase, from time to time, up to 6.6 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.

During the three months ended March 31, 2025 and 2024, the Company repurchased 0.7 million shares, at a cost of $39 million, and 0.8 million shares, at a cost of $61 million, on the open market, respectively.

As of June 30, 2025, the Company is authorized to repurchase, from time to time, up to 6.2 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.

During the six months ended June 30, 2025 and 2024, the Company repurchased 1.1 million shares, at a cost of $59 million, and 1.7 million shares, at a cost of $121 million, on the open market, respectively.

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

During the three months ended March 31, 2025 and 2024, such repurchases totaled 0.2 million shares, at a cost of $11 million, and 0.3 million shares, at a cost of $21 million, respectively.

Repurchases of shares have been funded with cash generated from operations.

The Company’s working capital at March 31, 2025, included $342 million in cash and cash equivalents, and $787 million in net accounts receivable, both of which will be a significant source of ongoing liquidity and financial resilience.

During the six months ended June 30, 2025 and 2024, such repurchases totaled 0.2 million shares, at a cost of $11 million, and 0.3 million shares, at a cost of $22 million, respectively.

Repurchases of shares have been funded with cash generated from operations and from cash reserves.

The Company’s working capital at June 30, 2025, included $381 million in cash and cash equivalents, and $827 million in net accounts receivable, both of which will be a significant source of ongoing liquidity and financial resilience.

The Company expects that internally generated cash will be sufficient to support the working capital needs of the Company, the Company’s fixed payments, dividends, and other obligations on both a short-term and long-term basis.

1 unchanged sentence

The Company’s variable direct costs related to its contract talent solutions business will largely fluctuate in relation to its revenues.

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

Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing and 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, 2025.

There were no borrowings under the Credit Agreement as of March 31, 2025, or December 31, 2024.

On May 1, 2025, the Company announced a quarterly dividend of $0.59 per share to be paid to all shareholders of record as of May 23, 2025.

The dividend will be paid on June 13, 2025.

On May 28, 2025, the Company entered into a $100.0 million credit agreement (the “2025 Credit Agreement”) which matures in May 2030.

Borrowings under the 2025 Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the adjusted term Secured Overnight Financing Rate (“SOFR”), or an alternative base rate, plus an applicable margin.

The 2025 Credit Agreement is subject to certain financial covenants, and the Company was in compliance with these covenants as of June 30, 2025.

As of June 30, 2025, the Company had no cash borrowings under the 2025 Credit Agreement, and maintained $10.2 million in standby letters of credit to satisfy workers’ compensation insurer’s collateral requirements.

On August 4, 2025, the Company announced a quarterly dividend of $0.59 per share to be paid to all shareholders of record as of August 25, 2025.

The dividend will be paid on September 15, 2025.

Material Cash Requirements from Contractual Obligations

As of March 31, 2025, the Company reported current and long-term operating lease liabilities of $67 million and $176 million, respectively.

These balances consist of the minimum rental commitments for April 2025 and thereafter, discounted to reflect the Company’s cost of borrowing, under noncancelable lease contracts executed as of March 31, 2025.

As of June 30, 2025, the Company reported current and long-term operating lease liabilities of $69 million and $175 million, respectively.

These balances consist of the minimum rental commitments for July 2025 and thereafter, discounted to reflect the Company’s cost of borrowing, under noncancelable lease contracts executed as of June 30, 2025.

The majority of these leases are for real estate.

3 unchanged sentences

Purchase obligations are discussed in more detail in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

There have been no material changes to the Company’s contractual purchase obligations during the first quarter of 2025.

There have been no material changes to the Company’s contractual purchase obligations during the first half of 2025.

Employee Deferred Compensation Plan.

As of March 31, 2025, the Company reported employee deferred compensation plan obligations of $648 million in its accompanying unaudited Condensed Consolidated Statements of Financial Position.

As of June 30, 2025, the Company reported employee deferred compensation plan obligations of $700 million in its accompanying unaudited Condensed Consolidated Statements of Financial Position.

The balances are due to employees based upon elections they make at the time of deferring their funds.

The timing of these payments may change based upon factors including termination of the Company’s employment arrangement with a participant.

These obligations are funded through contributions to investment trusts, whose assets as of March 31, 2025, exceeded the obligations.

These obligations are funded through contributions to investment trusts, whose assets as of June 30, 2025, exceeded the obligations.

Assets of these plans are held by an independent trustee for the sole benefit of participating employees and consist of money market funds and mutual funds.

1 unchanged sentence

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