ROBERT HALF INC. 10-Q

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Certain information contained in Management’s Discussion and Analysis and in other parts of this report may be deemed forward-looking statements regarding events and financial trends that may affect the future operating results or financial positions of Robert Half Inc. (the “Company”). Forward-looking statements are not guarantees or promises that goals or targets will be met. 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. 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. Forward-looking statements are subject to risks and uncertainties that could cause actual results and outcomes, or the timing of these results or outcomes, to differ materially from those expressed or implied in the statements. These risks and uncertainties include, but are not limited to, the following: changes to or new interpretations of United States of America (“U.S.”) or international tax regulations; the global financial and economic situation; changes in levels of unemployment and other economic conditions in the U.S. or foreign countries where the Company does business, or in particular regions or industries; reduction in the supply of candidates for contract employment or the Company’s ability to attract candidates; the development, proliferation and adoption of artificial intelligence (“AI”) by the Company and the third parties it serves; the entry of new competitors into the marketplace or expansion by existing competitors; the ability of the Company to maintain existing client relationships and attract new clients in the context of changing economic or competitive conditions; the impact of competitive pressures, including any change in the demand for the Company’s services, or the Company’s ability to maintain its margins; the possibility of the Company incurring liability for its activities, including the activities of its engagement professionals, or for events impacting its engagement professionals on clients’ premises; the possibility that adverse publicity could impact the Company’s ability to attract and retain clients and candidates; the success of the Company in attracting, training and retaining qualified management personnel and other staff employees; the Company’s ability to comply with governmental regulations affecting personnel services businesses in particular or employer/employee relationships in general; whether there will be ongoing demand for Sarbanes-Oxley or other regulatory compliance services; the Company’s reliance on short-term contracts for a significant percentage of its business; litigation relating to prior or current transactions or activities, including litigation that may be disclosed from time to time in the Company’s SEC filings; the impact of extreme weather conditions on the Company and its candidates and clients; the ability of the Company to manage its international operations and comply with foreign laws and regulations; the impact of fluctuations in foreign currency exchange rates; the possibility that the additional costs the Company will incur as a result of health care or other reform legislation may adversely affect the Company’s profit margins or the demand for the Company’s services; the possibility that the Company’s computer and communications hardware and software systems could be damaged or their service interrupted or that the Company could experience a cybersecurity breach; and the possibility that the Company may fail to maintain adequate financial and management controls, and as a result suffer errors in its financial reporting. Additionally, with respect to Protiviti, other risks and uncertainties include the fact that future success will depend on its ability to retain employees and attract clients; there can be no assurance that there will be ongoing demand for broad-based consulting, regulatory compliance, technology services, public sector or other high-demand advisory services; failure to produce projected revenues could adversely affect financial results; and there is the possibility of involvement in litigation relating to prior or current transactions or activities. Because long-term contracts are not a significant part of the Company’s business, future results cannot be reliably predicted by considering past trends or extrapolating past results. Except as required by law, the Company undertakes no obligation to update information in this report, whether as a result of new information, future events, or otherwise, and notwithstanding any historical practice of doing so. Executive Overview 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. 20 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. The U.S. 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. The U.S. 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. Major focus areas include providing a world-class digital experience for clients and candidates that is seamlessly connected to the Company’s specialized professional recruiters. Also, the Company will continue to leverage its proprietary data assets to enhance the AI tools its recruiters use to discover, assess and select talent for its clients, and the AI tools recruiters use to effectively target leads for additional revenue. The Company monitors various economic indicators and business trends in all of the countries in which it operates to anticipate demand for the Company’s services. These trends are evaluated to determine the appropriate level of investment, including personnel, which will best position the Company for success in the current and future global macroeconomic environment. The Company’s investments in headcount are typically structured to proactively support and align with expected revenue growth trends and productivity metrics. Visibility into future revenues is limited not only due to the dependence on macroeconomic and labor market conditions noted above, but also because of the relatively short duration of the Company’s client engagements. Accordingly, the Company’s headcount and other investments are typically assessed on at least a quarterly basis. 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 six months ended June 30, 2025. Recent Accounting Pronouncements See Note B—“New Accounting Pronouncements” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report. Results of Operations The Company analyzes its operating results for three reportable segments: contract talent solutions, permanent placement talent solutions and Protiviti. The contract talent solutions and permanent placement talent solutions segments provide engagement professionals and full-time personnel, respectively, for finance and accounting, technology, marketing and creative, legal, administrative and customer support, and executive search. The Protiviti segment provides internal audit, risk, business and technology consulting solutions. Demand for the Company’s services is largely dependent upon global economic and labor trends. Because of the inherent difficulty in predicting economic trends, future demand for the Company’s services cannot be forecast with certainty. The Company’s talent solutions segments conduct operations through offices in the U.S. and 18 other countries, while Protiviti has offices in the U.S. and 13 other countries. 21 Non-GAAP Financial Measures The financial results of the Company are prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”) and the rules of the SEC. To help readers understand the Company’s financial performance, the Company supplements its GAAP financial results with the following non-GAAP measures: adjusted gross margin; adjusted selling, general and administrative expenses; adjusted operating income; and adjusted revenue growth rates. The following measures: adjusted gross margin, adjusted selling, general and administrative expenses and adjusted operating income, include gains and losses on investments held to fund the Company’s obligations under employee deferred compensation plans. The Company provides these measures because they are used by management to review its operational results. Adjusted revenue growth rates represent year-over-year revenue growth rates after removing the impacts on reported revenues from the changes in the number of billing days and foreign currency exchange rates. The Company provides this data because it focuses on the Company’s revenue growth rates attributable to operating activities and aids in evaluating revenue trends over time. The impacts from the changes in billing days and foreign currency exchange rates are calculated as follows: • Billing days impact is calculated by dividing each comparative period’s reported revenues by the number of billing days for that period to arrive at a per billing day amount. Same billing day growth rates are then calculated based on the per billing day amounts. Management calculates a global, weighted-average number of billing days for each reporting period based upon inputs from all countries and all functional specializations and segments. • Foreign currency impact is calculated by retranslating current period international revenues using foreign currency exchange rates from the prior year’s comparable period. The non-GAAP financial measures provided herein may not provide information that is directly comparable to that provided by other companies in the Company’s industry, as other companies may calculate such financial results differently. The Company’s non-GAAP financial measures are not measurements of financial performance under GAAP and should not be considered as alternatives to amounts presented in accordance with GAAP. The Company does not consider these non-GAAP financial measures to be a substitute for, or superior to, the information provided by GAAP financial results. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures is provided on the following pages. Refer to Item 3. “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 June 30, 2025 and 2024 Service Revenues. 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 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 $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 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. 22 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 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 $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 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 Contract talent solutions As Reported -11.1 % -10.7 % -12.5 % Billing Days Impact 0.4 % 0.0 % 1.4 % Currency Impact -0.4 % ― -1.8 % As Adjusted -11.1 % -10.7 % -12.9 % Permanent placement talent solutions As Reported -12.5 % -13.2 % -10.6 % Billing Days Impact 0.5 % 0.0 % 1.4 % Currency Impact -0.6 % ― -2.0 % As Adjusted -12.6 % -13.2 % -11.2 % Protiviti As Reported 1.8 % -0.7 % 13.1 % Billing Days Impact 0.4 % 0.0 % 1.7 % Currency Impact -0.7 % ― -4.1 % As Adjusted 1.5 % -0.7 % 10.7 % Gross Margin . 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. 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 $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. 23 Gross margin dollars for permanent placement talent solutions represent revenues less reimbursable expenses. 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. 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 $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 June 30, Relationships As Reported As Adjusted As Reported As Adjusted 2025 2024 2025 2024 2025 2024 2025 2024 Gross Margin Contract talent solutions $ 297,367 $ 336,161 $ 297,367 $ 336,161 39.1 % 39.3 % 39.1 % 39.3 % Permanent placement talent solutions 114,551 130,801 114,551 130,801 99.9 % 99.8 % 99.9 % 99.8 % Protiviti 97,556 109,717 110,357 112,947 19.7 % 22.5 % 22.3 % 23.2 % 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 June 30, 2025 and 2024 (in thousands): Three Months Ended June 30, 2025 Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total $ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue Gross Margin As Reported $ 297,367 39.1 % $ 114,551 99.9 % $ 97,556 19.7 % $ 509,474 37.2 % Adjustments (1) — — — — 12,801 2.6 % 12,801 0.9 % As Adjusted $ 297,367 39.1 % $ 114,551 99.9 % $ 110,357 22.3 % $ 522,275 38.1 % Three Months Ended June 30, 2024 Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total $ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue Gross Margin As Reported $ 336,161 39.3 % $ 130,801 99.8 % $ 109,717 22.5 % $ 576,679 39.2 % Adjustments (1) — — — — 3,230 0.7 % 3,230 0.2 % 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 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. 24 Selling, General and Administrative Expenses . 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 $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 $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 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 $ 318,871 $ 308,886 $ 278,944 $ 298,015 42.0 % 36.1 % 36.7 % 34.9 % Permanent placement talent solutions 111,218 116,285 106,292 114,653 97.0 % 88.7 % 92.7 % 87.5 % Protiviti 77,845 75,965 77,845 75,965 15.7 % 15.6 % 15.7 % 15.6 % 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 June 30, 2025 and 2024 (in thousands): Three 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 $ 318,871 42.0 % $ 111,218 97.0 % $ 77,845 15.7 % $ 507,934 37.1 % Adjustments (1) (39,927) (5.3 %) (4,926) (4.3 %) — — (44,853) (3.3 %) As Adjusted $ 278,944 36.7 % $ 106,292 92.7 % $ 77,845 15.7 % $ 463,081 33.8 % 25 Three 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 $ 308,886 36.1 % $ 116,285 88.7 % $ 75,965 15.6 % $ 501,136 34.0 % Adjustments (1) (10,871) (1.2 %) (1,632) (1.2 %) — — (12,503) (0.8 %) 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 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. Operating Income The Company’s operating income consists of gross margin less selling, general and administrative expenses. 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 (loss) Contract talent solutions $ (21,504) $ 27,275 $ 18,423 $ 38,146 (2.8 %) 3.2 % 2.4 % 4.5 % Permanent placement talent solutions 3,333 14,516 8,259 16,148 2.9 % 11.1 % 7.2 % 12.3 % Protiviti 19,711 33,752 32,512 36,982 4.0 % 6.9 % 6.6 % 7.6 % 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 (loss) for the three months ended June 30, 2025 and 2024: Three 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 $ (21,504) (2.8 %) $ 3,333 2.9 % $ 19,711 4.0 % $ 1,540 0.1 % Adjustments (1) 39,927 5.2 % 4,926 4.3 % 12,801 2.6 % 57,654 4.2 % As Adjusted $ 18,423 2.4 % $ 8,259 7.2 % $ 32,512 6.6 % $ 59,194 4.3 % 26 Three 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 $ 27,275 3.2 % $ 14,516 11.1 % $ 33,752 6.9 % $ 75,543 5.1 % Adjustments (1) 10,871 1.3 % 1,632 1.2 % 3,230 0.7 % 15,733 1.1 % 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 (loss). 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. 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. 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, and therefore no effect on reported net income. 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 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. 27 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 % Protiviti 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. 28 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. 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. 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 Gross Margin 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 % Protiviti 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 Gross Margin 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 Gross Margin 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. 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. 29 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 % Protiviti 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 % 30 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 % (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 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. 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 % 31 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). 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. 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. 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 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 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 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. 32 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. Capital expenditures included amounts spent on tenant improvements and furniture and equipment in the Company’s leased offices. 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 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 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 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 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. There is limited visibility into future cash flows as the Company’s revenues and net income are largely dependent on macroeconomic conditions. The Company’s variable direct costs related to its contract talent solutions business will largely fluctuate in relation to its revenues. 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 Leases. 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. In the event the Company vacates a location prior to the end of the lease term, the Company may be obliged to continue making lease payments. For further information, see Note G—“Leases” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report. Purchase Obligations. 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 half of 2025. 33 Employee Deferred Compensation Plan. 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 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. For further information, see Note J—“Employee Deferred Compensation Plan Obligations” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report.