What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-31 compared with 2025-08-05 · 155 added, 155 removed, 372 unchanged (45% of the section changed)

40 unchanged sentences

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.

Client and job seeker caution continued during the quarter, subduing hiring activity and new project starts.

During the first three quarters of 2025, service revenues were $4.08 billion, a decrease of 7.6% from the prior year.

Net income was $101 million, and diluted net income per share was $1.01.

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 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.

As of the latest information available, the U.S.

real gross domestic product increased at an annual rate of 3.8%, as during the second quarter 2025, compared to a decrease 0.5% during the first quarter of 2025.

While the macroeconomic backdrop is generally unchanged, there are some early signs of improvement as trade policy volatility becomes business as usual and the probability of multiple interest rate cuts rises.

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

job market remains resilient with overall unemployment at 4.1%.

job market remains resilient with overall unemployment at 4.3%, as of August 2025.

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.

Particularly noteworthy is that, as of August 2025, the unemployment rate for college-educated professionals is holding steady at just 2.7%, 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.

9 unchanged sentences

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.

During the first three quarters 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.

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

Recent Accounting Pronouncements

34 unchanged sentences

“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

Three Months Ended September 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.

The Company’s revenues were $1.35 billion for the three months ended September 30, 2025, a decrease of 7.5% compared to $1.47 billion for the three months ended September 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.

operations decreased 8.6% to $1.05 billion (77.3% of total revenue) for the three months ended September 30, 2025, compared to $1.15 billion (78.2% of total revenue) for the three months ended September 30, 2024.

Revenues from international operations decreased 3.8% to $307 million (22.7% of total revenue) for the three months ended September 30, 2025, compared to $319 million (21.8% of total revenue) for the three months ended September 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.

Contract talent solutions revenues were $746 million for the three months ended September 30, 2025, decreasing by 10.1% compared to revenues of $831 million for the three months ended September 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.

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.

The decrease in contract talent solutions revenues for the three months ended September 30, 2025, was primarily due to a 13.4% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 3.6% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues decreased 10.9% for the third quarter of 2025 compared to the third quarter of 2024.

In the U.S., revenues in the third quarter of 2025 decreased 10.3% on a reported basis, and decreased 10.4% on an adjusted basis, compared to the third quarter of 2024.

International revenues for the third quarter of 2025 decreased 9.7% on a reported basis, and decreased 12.4% on an adjusted basis, compared to the third quarter of 2024.

Permanent placement talent solutions revenues were $110 million for the three months ended September 30, 2025, decreasing by 10.7% compared to revenues of $123 million for the three months ended September 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.

The decrease in permanent placement talent revenues for the three months ended September 30, 2025, was due to a 13.3% decrease in the number of placements, partially offset by a 2.6% increase in average fees earned per placement.

On an adjusted basis, permanent placement talent solutions revenues decreased 11.4% for the third quarter of 2025 compared to the third quarter of 2024.

In the U.S., revenues for the third quarter of 2025 decreased 11.3% on a reported basis, and decreased 11.4% on an adjusted basis, compared to the third quarter of 2024.

International revenues for the third quarter of 2025 decreased 9.0% on a reported basis, and decreased 11.2% on an adjusted basis, compared to the third 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.

Protiviti revenues were $498 million for the three months ended September 30, 2025, decreasing by 2.6% compared to revenues of $511 million for the three months ended September 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:

The decrease in Protiviti revenues for the three months ended September 30, 2025, was due to a 10.8% decrease in average hourly bill rates, partially offset by an 8.2% increase in billable hours.

On an adjusted basis, Protiviti revenues decreased 3.4% for the third quarter of 2025 compared to the third quarter of 2024.

In the U.S., revenues in the third quarter of 2025 decreased 5.5% on a reported basis, and decreased 5.6% on an adjusted basis, compared to the third quarter of 2024.

International revenues for the third quarter of 2025 increased 11.1% on a reported basis, and increased 7.5% on an adjusted basis, compared to the third 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 September 30, 2025, is presented in the following table:

Global United States International

14 unchanged sentences

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.

The Company’s gross margin dollars were $504 million for the three months ended September 30, 2025, down 11.8% from $572 million for the three months ended September 30, 2024.

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

4 unchanged sentences

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.

Gross margin dollars for contract talent solutions were $290 million for the three months ended September 30, 2025, decreasing by 10.2% from $323 million for the three months ended September 30, 2024.

As a percentage of revenues, gross margin dollars for contract talent solutions were 38.9% in the third quarter of both 2025 and 2024.

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.

Gross margin dollars for permanent placement talent solutions were $110 million for the three months ended September 30, 2025, decreasing 10.7% from $123 million for the three months ended September 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.

3 unchanged sentences

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.

Gross margin dollars for Protiviti were $104 million for the three months ended September 30, 2025, decreasing 17.0% from $126 million for the three months ended September 30, 2024.

As a percentage of revenues, reported gross margin dollars for Protiviti were 20.9% in the third quarter of 2025, down from 24.6% in the third quarter of 2024.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 23.0% in the third quarter of 2025, down from 25.8% in the third 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

Three Months Ended September 30, Relationships

As Reported As Adjusted As Reported As Adjusted

6 unchanged sentences

Total $ 504,231 $ 571,656 $ 514,651 $ 577,746 37.2 % 39.0 % 38.0 % 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

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

Three Months Ended September 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

3 unchanged sentences

As Adjusted $ 290,121 38.9 % $ 109,903 99.8 % $ 114,627 23.0 % $ 514,651 38.0 %

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

8 unchanged sentences

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.

The Company’s reported selling, general and administrative expenses were $491 million for the three months ended September 30, 2025, decreasing by 4.0% from $511 million for the three months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses were 36.2% in the third quarter of 2025, up from 34.9% in the third quarter of 2024.

The Company’s adjusted selling, general and administrative expenses were $453 million for the three months ended September 30, 2025, down 7.1% from $488 million for the three months ended September 30, 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses were 33.5% in the third quarter of 2025, up from 33.3% in the third 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.

Selling, general and administrative expenses for contract talent solutions, on a reported basis, were $307 million for the three months ended September 30, 2025, decreasing by 3.4% from $318 million for the three months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 41.1% in the third quarter of 2025, up from 38.3% in the third quarter of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 36.7% in the third quarter of 2025, up from 35.8% in the third 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 $107 million for the three months ended September 30, 2025, decreasing by 6.2% from $113 million for the three months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 96.6% in the third quarter of 2025, up from 92.0% in the third quarter of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 92.9% in the third quarter of 2025, up from 89.9% in the third 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 $77 million for the three months ended September 30, 2025, decreasing by 3.2% from $80 million for the three months ended September 30, 2024.

As a percentage of revenues, selling, general and administrative expenses for Protiviti services were 15.5% in the third quarter of 2025, down from 15.6% in the third 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

Three Months Ended September 30, Relationships

As Reported As Adjusted As Reported As Adjusted

8 unchanged sentences

Total $ 490,643 $ 511,091 $ 453,442 $ 487,951 36.2 % 34.9 % 33.5 % 33.3 %

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

Three Months Ended September 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

5 unchanged sentences

As Adjusted $ 273,755 36.7 % $ 102,292 92.9 % $ 77,395 15.5 % $ 453,442 33.5 %

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

9 unchanged sentences

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.

The Company’s reported operating income was $14 million for the three months ended September 30, 2025, down 77.6% compared to $61 million for the three months ended September 30, 2024.

As a percentage of revenues, reported operating income was 1.0% in the third quarter of 2025, down from 4.1% in the third quarter of 2024.

The Company’s adjusted operating income was $61 million for the three months ended September 30, 2025, down 31.8% from $90 million for the three months ended September 30, 2024.

As a percentage of revenues, adjusted operating income was 4.5% in the third quarter of 2025, down from 6.1% in the third 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

Three Months Ended September 30, Relationships

As Reported As Adjusted As Reported As Adjusted

7 unchanged sentences

Total $ 13,588 $ 60,565 $ 61,209 $ 89,795 1.0 % 4.1 % 4.5 % 6.1 %

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

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

Three Months Ended September 30, 2025

Contract talent

5 unchanged sentences

As Adjusted $ 16,366 2.2 % $ 7,611 6.9 % $ 37,232 7.5 % $ 61,209 4.5 %

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Contract talent

13 unchanged sentences

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.

The Company’s income from investments held in employee deferred compensation trusts was $48 million and $29 million for the three months ended September 30, 2025 and 2024, respectively.

The income from trust investments during the third 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 provision for income taxes was 32.6% and 31.2% for the three months ended September 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.

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

The Company does not anticipate a material impact to income tax expense for the year ended December 31, 2025, as a result of the Tax Act.

Nine Months Ended September 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.

The Company’s revenues were $4.08 billion for the nine months ended September 30, 2025, a decrease of 7.6% compared to $4.41 billion for the nine months ended September 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.

operations decreased 7.6% to $3.17 billion (77.9% of total revenue) for the nine months ended September 30, 2025, compared to $3.44 billion (77.9% of total revenue) for the nine months ended September 30, 2024.

Revenues from international operations decreased 7.6% to $901 million (22.1% of total revenue) for the nine months ended September 30, 2025, compared to $976 million (22.1% of total revenue) for the nine months ended September 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.

Contract talent solutions revenues were $2.27 billion for the nine months ended September 30, 2025, decreasing by 11.8% compared to revenues of $2.57 billion for the nine months ended September 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.

The decrease in contract talent solutions revenues for the nine months ended September 30, 2025, was primarily due to a 15.0% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 3.6% increase in average bill rates.

On an adjusted basis, contract talent solutions revenues in the first three quarters of 2025 decreased 11.3% compared to the first three quarters of 2024.

In the U.S., revenues in the first three quarters of 2025 decreased 11.0% on a reported basis, and decreased 10.6% on an adjusted basis, compared to the first three quarters of 2024.

International revenues for the first three quarters of 2025 decreased 14.5% on a reported basis, and decreased 13.9% on an adjusted basis, compared to the first three quarters of 2024.

Permanent placement talent solutions revenues were $337 million for the nine months ended September 30, 2025, decreasing by 11.1% compared to revenues of $379 million for the nine months ended September 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.

The decrease in permanent placement talent solutions revenues for the nine months ended September 30, 2025, was due to an 14.3% decrease in the number of placements, partially offset by a 3.2% increase in average fees earned per placement.

On an adjusted basis, permanent placement talent solutions revenues decreased 10.6% for the first three quarters of 2025 compared to the first three quarters of 2024.

In the U.S., revenues for the first three quarters of 2025 decreased 11.0% on a reported basis, and decreased 10.7% on an adjusted basis, compared to the first three quarters of 2024.

International revenues for the first three quarters of 2025 decreased 11.4% on a reported basis, and decreased 10.9% on an adjusted basis, compared to the first three quarters 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.

Protiviti revenues were $1.47 billion for the nine months ended September 30, 2025, increasing by 0.5% compared to revenues of $1.46 billion for the nine months ended September 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:

The increase in Protiviti revenues for the nine months ended September 30, 2025, was due to a 6.5% increase in billable hours, partially offset by a 6.0% decrease in average hourly bill rates.

On an adjusted basis, Protiviti revenues increased 0.8% for the first three quarters of 2025 compared to the first three quarters of 2024.

In the U.S., revenues in the first three quarters of 2025 decreased 1.4% on a reported basis, and decreased 1.1% on an adjusted basis, compared to the first three quarters of 2024.

International revenues in the first three quarters of 2025 increased 9.6% on a reported basis, and increased 8.7% on an adjusted basis, compared to the first three quarters 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 nine months ended September 30, 2025, is presented in the following table:

Global United States International

14 unchanged sentences

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.

The Company’s gross margin dollars were $1.51 billion for the nine months ended September 30, 2025, down 11.6% from $1.71 billion for the nine months ended September 30, 2024.

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

4 unchanged sentences

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 contract talent solutions were $884 million for the nine months ended September 30, 2025, down 12.4% from $1.01 billion for the nine months ended September 30, 2024.

As a percentage of revenues, gross margin dollars for contract talent solutions were 39.0% in the first three quarters of 2025, down from 39.3% in the first three quarters 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 permanent placement talent solutions were $337 million for the nine months ended September 30, 2025, down 11.1% from $378 million for the nine months ended September 30, 2024.

3 unchanged sentences

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.

Gross margin dollars for Protiviti were $292 million for the nine months ended September 30, 2025, down 9.6% from $323 million for the nine months ended September 30, 2024.

As a percentage of revenues, reported gross margin dollars for Protiviti were 19.9% in the first three quarters of 2025, down from 22.1% in the first three quarters of 2024.

As a percentage of revenues, adjusted gross margin dollars for Protiviti were 21.2% in the first three quarters of 2025, down from 23.3% in the first three quarters 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.

1 unchanged sentence

(in thousands):

Six Months Ended June 30, Relationships

Nine Months Ended September 30, Relationships

As Reported As Adjusted As Reported As Adjusted

6 unchanged sentences

Total $ 1,512,750 $ 1,711,132 $ 1,531,932 $ 1,728,809 37.1 % 38.8 % 37.6 % 39.2 %

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

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

Nine Months Ended September 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

3 unchanged sentences

As Adjusted $ 884,421 39.0 % $ 336,315 99.8 % $ 311,196 21.2 % $ 1,531,932 37.6 %

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

7 unchanged sentences

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.

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 $1.46 billion for the nine months ended September 30, 2025, down 4.9% from $1.53 billion for the nine months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses were 35.8% in the first three quarters of 2025, up from 34.8% in the first three quarters of 2024.

The Company’s adjusted selling, general and administrative expenses were $1.39 billion for the nine months ended September 30, 2025, down 4.8% from $1.46 billion for the nine months ended September 30, 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses were 34.2% in the first three quarters of 2025, up from 33.2% in the first three quarters 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.

Selling, general and administrative expenses for contract talent solutions, on an as-reported basis, were $902 million for the nine months ended September 30, 2025, decreasing by 5.9% from $958 million for the nine months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 39.7% in the first three quarters of 2025, up from 37.2% in the first three quarters of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 37.1% in the first three quarters of 2025, up from 34.8% in the first three quarters 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 $324 million for the nine months ended September 30, 2025, decreasing by 6.5% from $346 million for the nine months ended September 30, 2024.

As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 96.1% in the first three quarters of 2025, up from 91.3% in the first three quarters of 2024.

As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 94.0% in the first three quarters of 2025, up from 89.2% in the first three quarters of 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions.

Selling, general and administrative expenses for Protiviti were $233 million for the nine months ended September 30, 2025, increasing by 1.5% from $230 million for the nine months ended September 30, 2024.

As a percentage of revenues, selling, general and administrative expenses for Protiviti were 15.9% in the first three quarters of 2025, up from 15.7% in the first three quarters 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

Nine Months Ended September 30, Relationships

As Reported As Adjusted As Reported As Adjusted

8 unchanged sentences

Total $ 1,458,740 $ 1,534,126 $ 1,392,818 $ 1,463,464 35.8 % 34.8 % 34.2 % 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 six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30, 2025

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

Nine Months Ended September 30, 2025

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

5 unchanged sentences

As Adjusted $ 842,941 37.1 % $ 316,821 94.0 % $ 233,056 15.9 % $ 1,392,818 34.2 %

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Contract Talent Solutions Permanent Placement Talent Solutions Protiviti Total

9 unchanged sentences

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.

The Company’s reported operating income was $54 million for the nine months ended September 30, 2025, down 69.5% compared to $177 million for the nine months ended September 30, 2024.

As a percentage of revenues, reported operating income was 1.3% in the first three quarters of 2025, down from 4.0% in the first three quarters of 2024.

The Company’s adjusted operating income was $139 million for the nine months ended September 30, 2025, down 47.6% from $265 million for the nine months ended September 30, 2024.

As a percentage of revenues, adjusted operating income was 3.4% in the first three quarters of 2025, down from 6.0% in the first three quarters 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

Nine Months Ended September 30, Relationships

As Reported As Adjusted As Reported As Adjusted

7 unchanged sentences

Total $ 54,010 $ 177,006 $ 139,114 $ 265,345 1.3 % 4.0 % 3.4 % 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

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

Nine Months Ended September 30, 2025

Contract talent

5 unchanged sentences

As Adjusted $ 41,480 1.8 % $ 19,494 5.8 % $ 78,140 5.3 % $ 139,114 3.4 %

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Contract talent

13 unchanged sentences

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.

The Company’s income from investments held in employee deferred compensation trusts was $85 million and $88 million for the nine months ended September 30, 2025 and 2024, respectively.

The income from trust investments was due to positive market returns during the first three quarters 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.

The provision for income taxes was 31.3% and 30.1% for the nine months ended September 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.

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.

The change in the Company’s liquidity during the nine months ended September 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 $365 million and $570 million at September 30, 2025 and 2024, respectively.

Operating activities provided net cash flows of $137 million during the nine months ended September 30, 2025, offset by $63 million and $272 million of net cash used in investing activities and financing activities, respectively.

Operating activities provided net cash flows of $255 million during the nine months ended September 30, 2024, offset by $58 million and $362 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 $25 million during the nine months ended September 30, 2025, compared to an increase of $3 million during the nine months ended September 30, 2024.

Operating activities—Net cash provided by operating activities for the nine months ended September 30, 2025, was $137 million.

This was composed of net income of $101 million adjusted upward for non-cash items of $60 million, offset by net cash used in changes in working capital of $24 million.

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

Net cash provided by operating activities for the nine months ended September 30, 2024, was $255 million.

This was composed of net income of $197 million adjusted upward for non-cash items of $27 million and net cash provided by changes in working capital of $31 million.

Investing activities—Cash used in investing activities for the nine months ended September 30, 2025, was $63 million.

This was composed of capital expenditures of $41 million, investments in employee deferred compensation trusts of $58 million and payments for acquisitions of $11 million, partially offset by proceeds from employee deferred compensation trust redemptions of $47 million.

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

Cash used in investing activities for the nine months ended September 30, 2024, was $58 million.

This was composed of capital expenditures of $42 million and investments in employee deferred compensation trusts of $50 million, partially offset by proceeds from employee deferred compensation trust redemptions of $34 million.

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, including $21 million for cloud computing arrangements, for the nine months ended September 30, 2025, totaled $62 million, approximately 65% 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 six months ended June 30, 2025, was $192 million.

Financing activities—Cash used in financing activities for the nine months ended September 30, 2025, was $272 million.

This included repurchases of $92 million in common stock and $180 million in dividends paid to stockholders.

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

Cash used in financing activities for the nine months ended September 30, 2024, was $362 million.

This included repurchases of $196 million in common stock and $166 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.

As of September 30, 2025, the Company is authorized to repurchase, from time to time, up to 5.6 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.

During the nine months ended September 30, 2025 and 2024, the Company repurchased 1.7 million shares, at a cost of $80 million, and 2.5 million shares, at a cost of $171 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.

During the nine months ended September 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’s working capital at September 30, 2025, included $365 million in cash and cash equivalents, and $838 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.

3 unchanged sentences

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.

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

As of September 30, 2025, the Company had no cash borrowings under the 2025 Credit Agreement, and maintained $10.1 million in standby letters of credit to satisfy workers’ compensation insurer’s collateral requirements.

On October 30, 2025, the Company announced a quarterly dividend of $0.59 per share to be paid to all shareholders of record as of November 25, 2025.

The dividend will be paid on December 15, 2025.

Material Cash Requirements from Contractual Obligations

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.

As of September 30, 2025, the Company reported current and long-term operating lease liabilities of $70 million and $171 million, respectively.

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

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

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.

As of September 30, 2025, the Company reported employee deferred compensation plan obligations of $751 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.

These obligations are funded through contributions to investment trusts, whose assets as of September 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