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What changed in ROBERT HALF INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ROBERT HALF INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+272 added−259 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-13)

Top changes in ROBERT HALF INC.'s 2025 10-K

272 paragraphs added · 259 removed · 224 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThe Company also markets its services via its website, blog and mobile app, as well as through targeted online tactics, email and social media. Direct marketing to customers is a significant portion of the Company’s total marketing efforts.
Biggest changeMarketing and Recruiting The Company markets its contract talent and permanent placement services to clients and employment candidates via both national and local advertising activities, including radio, digital advertising, job boards, alliance partners and events. The Company also markets its services via its website and mobile app, as well as through targeted online tactics, email and social media.
Each employee is assigned a career adviser who coaches them and recommends actions to help increase their impact, contribution and engagement. Protiviti encourages and pays for employees to attain select recognized professional certifications. Annual operating plans include learning budget funding for employees.
Each employee is assigned a career adviser who coaches them and recommends actions to help increase their impact, contribution and engagement. Protiviti encourages and pays for employees to attain select recognized professional 4 certifications. Annual operating plans include budget funding for employee learning.
The firm assists clients in identifying and implementing suitable strategies, platforms and tools customized to their unique objectives, developing and implementing AI strategies and use cases, establishing transparent and secure AI environments, and balancing innovation with risk management effectively.
The firm assists clients in identifying and implementing suitable strategies, platforms and tools customized to their unique objectives, developing and implementing AI strategies and use cases, establishing transparent and secure AI environments, and balancing innovation with risk management.
The Company has used, and intends to continue to use, its website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD (or Fair Disclosure).
The Company has used, and intends to continue to use, its website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD (or Fair Disclosure).
Protiviti believes its competitive strengths lie in the collaborative approach it takes to 3 working with clients, which drives knowledge transfer, understanding of client issues and value creation.
Protiviti believes its competitive strengths lie in the collaborative approach it takes to working with clients, which drives knowledge transfer, understanding of client issues and value creation.
Government Regulations Our operations are subject to regulations by federal, state, local and professional governing bodies, and laws and regulations in various foreign countries, including, but not limited to, (a) licensing and registration requirements and (b) regulation of the employer/employee relationship, such as worker classification regulations, wage and hour regulations, tax withholding and reporting, immigration regulations, social security and other retirement, anti-discrimination, and employee benefits and workers’ compensation regulations.
Government Regulations The Company’s operations are subject to regulations by federal, state, local and professional governing bodies, and laws and regulations in various foreign countries, including, but not limited to, (a) licensing and registration requirements and (b) regulation of the employer/employee relationship, such as worker classification regulations, wage and hour regulations, tax withholding and reporting, immigration regulations, social security and other retirement, anti-discrimination, and employee benefits and workers’ compensation regulations.
Protiviti and its independently owned member firms work collaboratively with their clients in over 25 countries to help them achieve their business objectives and deliver confidence in an ever-evolving and dynamic business world. Serving organizations across industry sectors, clients range from high-growth, pre-public/transactional established start-ups to the largest global companies and government entities.
Protiviti and its independently owned member firms work collaboratively with their clients in over 25 countries to help them achieve their business objectives and deliver confidence in an ever-evolving and dynamic business world. Serving organizations across industry sectors, clients range from high-growth, pre-public/transactional established start-ups to the largest global companies and public sector entities.
By paying close attention to the results at an aggregate enterprise level and at a department/business/workgroup level, across an employee’s life cycle, the Company has been able to enhance its culture of rewards and recognition, drive efforts to promote inclusion, increase communication in support of employee well-being, and modernize its approach to foster a culture of continuous learning and feedback.
By paying close attention to the results at an aggregate enterprise level and at a department/business/workgroup level, across an employee’s life cycle, the Company has been able to increase communication in support of employee well-being, enhance its culture of rewards and recognition, drive efforts to promote inclusion, and modernize its approach to fostering a culture of continuous learning and feedback.
This may be coupled with a “configure-to-fit” resourcing model to create blended teams of full-time Protiviti consulting professionals and engagement professionals from Robert Half’s network of specialized talent to precisely match expertise, approach and people with the changing global needs of clients on consulting and managed solutions projects. Human Capital Management Employees.
This may be coupled with a “configure-to-fit” resourcing model designed to create blended teams of full-time Protiviti consulting professionals and engagement professionals from Robert Half’s network of specialized talent to precisely match expertise, approach and people with the changing global needs of clients on consulting and managed solutions projects. 3 Human Capital Management Employees.
The results of these engagement surveys were shared with individual managers, who were then tasked with acting based on their employees’ confidential feedback (both quantitative and qualitative). In 2024, Robert Half and Protiviti conducted new hire surveys at specific points in a new hire’s onboarding and departure surveys to exiting employees.
The results of these engagement surveys were shared with individual managers, who were then tasked with acting based on their employees’ confidential feedback (both quantitative and qualitative). In 2025, Robert Half and Protiviti conducted new hire surveys at specific points in a new hire’s onboarding and departure surveys to exiting employees.
The Company is committed to its employees’ career progression by providing individual development, readiness and transition plans as a part of its talent review and succession planning process. Given our flexible work philosophy, our learning strategy supports access and equity to all employees, including in-person and virtual learning experiences.
The Company is committed to its employees’ career progression by providing individual development, readiness and transition plans as a part of its talent review and succession planning process. Given the Company’s flexible work philosophy, its learning strategy supports access and equity to all employees, including in-person and virtual learning experiences.
Our operations could be impacted by legislative changes by these bodies, particularly with respect to provisions relating to payroll and benefits, tax and accounting, employment, worker classification, and data privacy. Due to the complex regulatory environment that the Company operates in, the Company remains focused on compliance with governmental and professional organizations’ regulations.
The Company’s operations could be impacted by legislative changes by these bodies, particularly with respect to provisions relating to payroll and benefits, tax and accounting, employment, worker classification, and data privacy. Due to the complex regulatory environment that the Company operates in, the Company remains focused on compliance with governmental and professional organizations’ regulations.
These investments in the skills of our workforce also pay dividends in the marketplace and with our clients who value and rely upon our expertise. Compensation, Benefits and Well-being . The Company offers fair, competitive compensation and benefits that support its employees’ overall well-being—financial, mental and physical.
These investments in the skills of the Company’s workforce also pay dividends in the marketplace and with its clients who value and rely upon the Company’s expertise. Compensation, Benefits and Well-being . The Company offers fair, competitive compensation and benefits that support its employees’ overall well-being—financial, mental and physical.
In 2024, the Company conducted two surveys to provide a forum to understand employee needs and gather feedback on a variety of focus areas. The survey results were analyzed by an independent third-party and then reviewed by the executive officers.
In 2025, the Company conducted two surveys to provide a forum to understand employee needs and gather feedback on a variety of focus areas. The survey results were analyzed by an independent third-party and then reviewed by the executive officers.
Backlog is of greater importance to Protiviti and is typically realized within a 12-month period. The Company conducts business under various federal, state and local government contracts, and no one such contract represented more than 1.0% percent of total service revenues in 2024. Available Information The Company’s Internet address is www.roberthalf.com .
Backlog is of greater importance to Protiviti and is typically realized within a 12-month period. The Company conducts business under various federal, state and local government contracts, and no one such contract represented more than 1.0% of total service revenues in 2025. Available Information The Company’s Internet address is www.roberthalf.com .
As of December 31, 2024, Protiviti conducted operations in the U.S. and 13 foreign countries. Competition The Company’s contract talent solutions and permanent placement talent solutions businesses face competition in attracting clients as well as skilled and specialized employment candidates.
As of December 31, 2025, Protiviti conducted operations in the U.S. and 13 foreign countries. Competition The Company’s contract talent solutions and permanent placement talent solutions businesses face competition in attracting clients as well as skilled and specialized employment candidates.
The Company’s headquarters provides support and centralized services to its offices in the administrative, marketing, public relations, accounting, information technology, training and legal areas, particularly as they relate to the standardization of the operating procedures of its offices.
The Company’s headquarters provide support and centralized services to its offices in the administrative, marketing, public relations, accounting, information technology, training and legal areas, particularly as they relate to the standardization of the operating procedures of its offices.
This commitment helps our leaders build successful teams and ensures employees feel valued and connected to our mission, while defining what they can expect working for the Company throughout their career journey. Other Information The Company is not dependent on a single customer or a limited number of customers.
This commitment helps the Company’s leaders build successful teams and ensures employees feel valued and connected to its mission, while defining what they can expect working for the Company throughout their career journey. Other Information The Company is not dependent on a single customer or a limited number of customers.
It brings together the Company’s numerous strengths, including its global brand, global office network, global candidate database, and advanced artificial intelligence driven technologies and data analytics at the scale needed to excel at out-of-market recruitment and placements. This strengthens the Company’s competitive position significantly because its traditionally toughest competitors, local and regional staffing firms, generally do not have these capabilities.
It brings together the Company’s numerous strengths, including its global brand, global office network, global candidate database, and AI-driven technologies and data analytics at the scale needed to excel at out-of-market recruitment and placements. This strengthens the Company’s competitive position significantly because its traditionally toughest competitors, local and regional staffing firms, generally do not have these capabilities.
The Company provides emotional well-being services through its Employee Assistance Program and Parent Resources portal as well as other perks and convenience benefits. In 2024, the Company devoted itself to focusing on our employees, including their careers, well-being, connections and impact they have on the Company and community.
The Company provides emotional well-being services through its Employee Assistance Program and Parent Resources portal as well as other perks and convenience benefits. In 2025, the Company devoted itself to focusing on its employees, including their careers, well-being, connections and impact they have on the Company and community.
For more discussion of the potential impact that the regulatory environment could have on our financial results, refer to Item 1A “Risk Factors.” 5
For more discussion of the potential impact that the regulatory environment could have on the Company’s financial results, refer to Item 1A “Risk Factors.” 5
Protiviti markets its business consulting services to a variety of global clients in a range of industries. Industry and competency teams conduct targeted marketing efforts locally, nationally and globally, including digital advertising, search advertising, email marketing, production and distribution of thought leadership, social media, and live and virtual speaking events.
Protiviti markets its business consulting services and managed solutions to a variety of global clients in a range of industries. Industry and capability teams conduct targeted marketing efforts locally, nationally and globally, including digital advertising, search advertising, email marketing, production and distribution of thought leadership, social media, and live and virtual speaking events.
The Company emphasizes employee development and training for our people and the organization. Learning and development are key elements to the overall retention, engagement and employee experience strategy. Our strategy is designed to empower employees to reach their full potential, and the Company provides a wide range of development programs, opportunities and resources needed to be successful.
The Company emphasizes employee development and training for its people and the organization. Learning and development are key elements to the overall retention, engagement and employee experience strategy. The Company’s strategy is designed to empower employees to reach their full potential, and it provides a wide range of development programs, opportunities and resources needed to be successful.
These values are integral to the Company and serve to improve retention, advance inclusion, and encourage responsible, sustainable business practices. ▪ Integrity: Put ethics first and do the right thing in all situations ▪ Inclusion: Foster a culture of belonging where everyone can connect, thrive and grow ▪ Innovation: Adapt, evolve and invest to deliver new ideas and solutions ▪ Commitment to success: Empower our people to drive the success of our clients, colleagues, and candidates and to better our communities Across Robert Half and Protiviti, as of December 31, 2024, approximately 53.3% of the Company’s global workforce identified as female and 47.4% of the Company’s employees in managerial and leadership roles identified as female.
These values are integral to the Company and serve to improve retention, advance inclusion, and encourage responsible, sustainable business practices. ▪ Integrity: Put ethics first and do the right thing in all situations ▪ Inclusion: Foster a culture of belonging where everyone can connect, thrive and grow ▪ Innovation: Adapt, evolve and invest to deliver new ideas and solutions ▪ Commitment to success: Empower its people to drive the success of its clients, colleagues, and candidates and to better its communities Across Robert Half and Protiviti, as of December 31, 2025, approximately 53.2% of the Company’s global workforce identified as female and 45% of the Company’s employees in managerial and leadership roles identified as female.
Protiviti has enabled the Company to enter the market for business consulting and internal audit services, and the Company believes this market offers synergies with its traditional lines of business. Protiviti provides a broad range of consulting and managed solutions to leaders in finance, technology, operations, data, analytics, digital, marketing, legal, HR, governance, risk and internal audit.
Protiviti has enabled the Company to enter the market for business consulting and internal audit services, and the Company has demonstrated this market offers synergies with its traditional lines of business. Protiviti provides a broad range of consulting and managed solutions to leaders in finance, technology, operations, data, analytics, marketing, legal, HR, compliance, risk and internal audit.
As of December 31, 2024, the Company conducted its contract talent and permanent placement services operations through offices in the U.S. and 17 foreign countries. The day-to-day operations of Protiviti are managed by a chief executive officer and a senior management team. Operational and administrative support is provided by individuals located in Menlo Park and San Ramon, California.
As of December 31, 2025, the Company conducted its contract talent and permanent placement services operations through offices in the U.S. and 18 other countries. The day-to-day operations of Protiviti are managed by a chief executive officer and a senior management team. Operational and administrative support is provided by individuals located in Menlo Park and San Ramon, California.
As of December 31, 2024, approximately 34.5% of the Company’s U.S. workforce was from underrepresented groups. Employee Engagement. A major component in supporting employee engagement is the Robert Half employee voice initiative to provide its employees with feedback opportunities.
As of December 31, 2025, approximately 34.7% of the Company’s U.S. workforce was from underrepresented groups. Employee Engagement. A major component in supporting employee engagement is the Robert Half employee voice initiative to provide its employees with opportunities to share feedback.
Marketing and Creative includes the provision of creative professionals in the areas of creative, digital, marketing, advertising, and public relations in a variety of positions, such as creative directors, graphic designers, web designers, media 1 buyers, front-end developers, copywriters, digital marketing managers, marketing analytics specialists, brand managers, user experience practitioners and public relations specialists.
Marketing and Creative includes the provision of creative professionals in the areas of creative, digital, marketing, advertising and public relations in a variety of positions, such as creative directors, graphic designers, web designers, media buyers, front-end developers, copywriters, digital marketing managers, marketing analytics specialists, brand managers, user experience practitioners and public relations specialists. 1 Legal provides legal contract talent, including attorneys and paralegal professionals.
In connection with this process, the Company’s current financial statement disclosures reflect the names of its reportable segments, including contract talent solutions, permanent placement talent solutions and Protiviti. Further information on these business segments follows.
The Company’s current financial statement disclosures reflect the names of its reportable segments, including contract talent solutions, permanent placement talent solutions and Protiviti. Further information on these business segments follows.
The Company had approximately 14,700 full-time internal staff, including approximately 7,100 employees engaged directly in Protiviti operations, as of December 31, 2024. In addition, the Company placed approximately 109,000 engagement professionals (which includes full-time engagement professionals) on assignments with clients during 2024.
The Company had approximately 14,500 full-time internal staff, including approximately 7,100 employees engaged directly in Protiviti operations, as of December 31, 2025. In addition, the Company placed approximately 94,300 engagement professionals (which includes full-time engagement professionals) on assignments with clients during 2025.
Technology provides information technology contract professionals and offers managed services in areas ranging from multiple platform systems integration to end-user technical and desktop support, including specialists in software and application development, networking and cloud, systems integration and deployment, database design and administration, and security and business continuity.
Technology provides information technology contract professionals and offers managed services in areas such as multiple platform systems integration and end-user technical and desktop support. These services include providing specialists in software and application development, networking and cloud, systems integration and deployment, database design and administration, and security and business continuity.
Permanent placement talent solutions The Company’s first division, established in 1948, was Robert Half ® Finance & Accounting which specialized in the placement of full-time accounting, finance, tax and accounting operations personnel.
Administrative and Customer Support operates in a similar fashion to Finance and Accounting. Permanent placement talent solutions The Company’s first division, established in 1948, was Robert Half ® Finance & Accounting which specialized in the placement of full-time accounting, finance, tax and accounting operations personnel.
The Company also actively seeks endorsements and affiliations with professional organizations in the accounting and finance, technology, legal, and creative and marketing fields. The Company also conducts public relations activities designed to enhance public recognition of the Company and its services.
Direct marketing to customers is a significant portion of the Company’s total marketing efforts. The Company also actively seeks endorsements and affiliations with professional organizations in the accounting and finance, technology, legal, and creative and marketing fields. The Company also conducts public relations activities designed to enhance public 2 recognition of the Company and its services.
Comprehensive learning maps for the first year of our new hires and our front-line leaders provide a consistent, predictable and formal learning experience. Our learning strategy supports equity of access, just in-time learning and continued career development for our employees. 4 In Protiviti, at key career milestones, employees participate in learning events that prepare them to succeed at higher levels.
Comprehensive learning maps for the first year of new hires and front-line leaders provide a consistent, predictable and formal learning experience. The Company’s learning strategy supports equity of access, just in-time learning and continued career development for its employees.
Legal provides legal contract talent, including attorneys and paralegal professionals. The legal profession’s requirements (the need for confidentiality, accuracy and reliability, a strong drive toward cost-effectiveness, and frequent peak caseload periods) are similar to the demands of Finance and Accounting clients.
The legal profession’s requirements (the need for confidentiality, accuracy and reliability, a strong drive toward cost-effectiveness, and frequent peak caseload periods) are similar to the demands of Finance and Accounting clients. Administrative and Customer Support provides contract office and administrative personnel, ranging from executive and administrative assistants to receptionists and customer service representatives.
Artificial Intelligence The Company utilizes a proprietary artificial intelligence (“AI”) engine to match candidates to jobs in order to assist talent solutions professionals with quickly providing skilled and experienced contract talent to clients, as well as through email marketing recommendation campaigns that proactively promote highly placeable talent to clients.
The Protiviti business was formerly referred to as the Company’s risk consulting and internal audit services segment. Artificial Intelligence The Company utilizes a proprietary artificial intelligence (“AI”) engine to match candidates to job listings in order to assist talent solutions professionals with quickly providing skilled and experienced contract talent to clients.
Protiviti’s expertise spans a wide range of applications across its AI service offerings, from agent-oriented cases, platform adoption and implementation, audit efficiency and optimizing inventory management to accelerating legal contract reviews and enhancing compliance effectiveness and efficiency. Its proprietary enterprise AI platform, Protiviti Atlas, is a testament to its innovation in the field.
Protiviti’s use of AI spans a wide range of applications, including agent-oriented cases, platform adoption and implementation, audit efficiency and the optimization of inventory management. Protiviti has a patent pending in the United States for its proprietary enterprise AI platform, Protiviti Atlas.
Protiviti continues to invest in and deploy AI-enabled solutions, seamlessly integrating artificial intelligence into its existing offerings while enhancing its own AI infrastructure.
In addition, the Company also uses AI to improve lead generation amongst prospective and past clients. The Company is also currently evaluating how generative AI tools could enhance the business. Protiviti continues to invest in and deploy AI-enabled solutions by integrating AI into its existing offerings while aiming to enhance its own AI infrastructure.
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Administrative and Customer Support provides contract office and administrative personnel, ranging from executive and administrative assistants to receptionists and customer service representatives. Administrative and Customer Support operates in a similar fashion to Finance and Accounting.
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Protiviti cannot offer any assurances that any patent will issue from its application, or as to the breadth of any patent that does issue or whether any issued patent will later be found invalid or unenforceable.
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The Protiviti business was formerly referred to as the Company’s risk consulting and internal audit services segment.
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Any successful opposition to this patent application or later invalidation of this or any other patent Protiviti owns could limit its ability to prevent others from using the inventions described in the application or patent, which could harm Protiviti’s financial results, business operations or competitive advantage.
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The Company also uses AI to assist with improving lead generation amongst prospective and past clients and determining which candidates are most likely to work on an assignment in the near term. The Company is also evaluating how generative artificial intelligence tools could enhance the business.
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In 2025, Robert Half began using a new learning management system that connects employees to development opportunities by leveraging data based on role, tenure and skills as employees progress during their career. In Protiviti, at key career milestones, employees participate in learning events that prepare them to succeed at higher levels.
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Currently patent pending in the United States, Protiviti Atlas offers a suite of generative AI functionalities, empowering Protiviti to deliver tailored solutions that enhance client value by analyzing complex data, providing real-time translations, creating and examining diagrams and images, and processing video content. 2 Marketing and Recruiting The Company markets its contract talent and permanent placement services to clients and employment candidates via both national and local advertising activities, including radio, digital advertising, job boards, alliance partners and events.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe Company is dependent on its management personnel and employees, and a failure to attract and retain such personnel could harm its business. The Company is engaged in the services business. As such, its success or failure is highly dependent upon the performance of its management personnel and employees, rather than upon tangible assets (of which the Company has few).
Biggest changeAs such, its success or failure is highly dependent upon the performance of its management personnel and employees, rather than upon tangible assets (of which the Company has few). There can be no assurance that the Company will be able to attract and retain the personnel that are essential to its success.
The Company’s ability to control the workplace environment is limited. As the employer of record of its temporary employees, the Company incurs a risk of liability to its temporary employees for various workplace events, including claims of physical injury, discrimination, harassment or failure to protect confidential personal information.
The Company’s ability to control the workplace environment is limited. As the employer of record of its temporary employees, the Company incurs a risk of liability to its temporary employees for various workplace events, including claims of physical injury, discrimination, harassment or failure to protect confidential or personal information.
The use of AI by talent solutions and provision of AI related services by Protiviti may result in operational challenges, legal liability, reputational concerns, and privacy and competitive risks which could result in adverse effects to the Company’s financial condition, results or reputation.
The use of AI by talent solutions and provision of AI related services by Protiviti may result in operational challenges, legal liability, reputational concerns, and privacy, security and competitive risks which could result in adverse effects to the Company’s financial condition, results or reputation.
The nature of these arrangements further exacerbates the difficulty in predicting the Company’s future results. If the Company does not effectively manage billable rates, the Company ’ s financial results could suffer. Accurate and strategic pricing represents a key factor in our financial results.
The nature of these arrangements further exacerbates the difficulty in predicting the Company’s future results. If the Company does not effectively manage billable rates, the Company ’ s financial results could suffer. Accurate and strategic pricing represents a key factor in the Company’s financial results.
Similar economic sanctions are imposed by the European Union and other jurisdictions. The Company’s international operations subject it to these and other laws and regulations, which are 10 complex, restrict the Company’s business dealings with certain countries, governments, entities and individuals, and are constantly changing.
Similar economic sanctions are imposed by the European Union and other jurisdictions. The Company’s international operations subject it to these and other laws and regulations, which are complex, restrict the Company’s business dealings with certain countries, governments, entities and individuals, and are constantly changing.
Historically, the Company’s operations are heavily dependent on the ability of employees and consultants to travel from business to business and from location to location.
Historically, the Company’s operations are dependent on the ability of employees and consultants to travel from business to business and from location to location.
Protiviti expanded its service offerings to include AI risk analysis, policy creation, governance, and technology selection and architecture.
Protiviti has expanded its service offerings to include AI risk analysis, policy creation, governance, and technology selection and architecture.
The Company’s success depends on its ability to keep pace with rapid technological changes affecting both the development and implementation of its services and the staffing needs of its clients. Technological advances such as artificial intelligence, machine learning and automation are impacting industries served by all the Company’s lines of business.
The Company’s success depends on its ability to keep pace with rapid technological changes affecting both the development and implementation of its services and the staffing needs of its clients. Technological advances such as AI, machine learning and automation are impacting industries served by all of the Company’s lines of business.
The Company’s reputation also may be harmed by the perceptions that clients, employees and other stakeholders have about the Company’s action or inaction on social, ethical or political issues.
The Company’s reputation also may be harmed by the perceptions that clients, employees and other stakeholders, lawmakers and the media have about the Company’s action or inaction on social, ethical or political issues.
Changes in data privacy and protection laws and regulations in respect of control of personal information (and the failure to comply with such laws and regulations) could increase the Company ’ s costs or otherwise adversely impact its operations, financial results, and reputation.
Changes in data privacy and protection laws and regulations relating to the use and control of personal information (and the failure to comply with such laws and regulations) could increase the Company ’ s costs or otherwise adversely impact its operations, financial results, and reputation.
Cyberattacks, including attacks motivated by the desire for monetary gain or embarrassment, geopolitics, and grievances against the business services industry in general or against the Company in particular, could potentially disable or damage its systems or the systems of its vendors or clients, or allow unauthorized access to, or exposure of, intellectual property and personal or confidential information, including information about employees, vendors, candidates, contractors and clients.
Cyberattacks, including attacks motivated by the desire for monetary gain or embarrassment, geopolitics, and grievances against the business services industry in general or against the Company in particular, could potentially disable or damage the Company’s IT Assets or those of its vendors or clients, or allow unauthorized access to, or exposure of, intellectual property and personal or confidential information, including information about employees, vendors, candidates, contractors and clients.
The Company’s primary systems (and, as a result, its operations) are vulnerable to damage or interruption from power outages, computer, technology and telecommunications failures, computer viruses, security breaches, catastrophic events, and errors in usage by the Company’s or its vendors’ employees and contractors.
The Company’s primary IT Assets (and, as a result, its operations) are vulnerable to damage or interruption from power outages, computer, technology and telecommunications failures, computer viruses, security breaches, cyberattacks, catastrophic events, and errors in usage by the Company’s or its vendors’ employees and contractors.
Uncharacteristic or significant weather conditions may increase in frequency or severity due to climate change, which may increase the Company’s expenses, exacerbate other risks to the Company, and affect travel and the ability of businesses to remain open, which could lead to a decreased ability to offer the Company’s services and materially adversely affect the Company’s results of operations.
Uncharacteristic or significant weather conditions may increase in frequency or severity due to climate change, which may increase the Company’s expenses, exacerbate other risks to the Company, including from impacts to key suppliers, and affect travel and the ability of businesses to remain open, which could lead to a decreased ability to offer the Company’s services and materially adversely affect the Company’s results of operations.
Further, continued or intensifying economic, political or regulatory uncertainty in the Company’s markets could reduce demand for the Company’s services. The Company ’ s business depends on a strong reputation and anything that harms its reputation will likely harm its results.
Further, continued or intensifying economic, political or regulatory uncertainty in the Company’s markets or backlash against U.S.-based companies could reduce demand for the Company’s services. The Company ’ s business depends on a strong reputation and anything that harms its reputation will likely harm its results.
In addition, the Company’s systems contain personal and confidential information and intellectual property, including information of importance to the Company and its employees, vendors, contractors and clients.
In addition, the Company’s IT Assets contain personal and confidential information and intellectual property, including information of importance to the Company and its employees, vendors, contractors and clients.
Several jurisdictions around the globe, including Europe and certain U.S. states, have already proposed or enacted laws governing AI. For example, the European Union passed the Artificial Intelligence Act in 2024 which contains stringent AI regulations and laws, and the Company expects other jurisdictions will adopt similar legislation.
Several jurisdictions around the globe, including Europe and certain U.S. states, have already proposed or enacted laws governing the use, development and training of AI. For example, the European Union passed the Artificial Intelligence Act in 2024 which contains prescriptive AI regulations and laws, and the Company expects other jurisdictions will adopt similar legislation.
A failure to prevent or detect unauthorized access to Company or third-party systems could expose the Company to material operational, financial and reputational damage.
A failure to prevent or detect unauthorized access to Company or third-party IT Assets could expose the Company to material operational, financial and reputational damage.
The Company has public sustainability and environmental, social and governance (“ESG”) commitments, including environmental targets designed to have a positive impact on the climate. The Company’s ability to achieve these goals is subject to a multitude of risks that may be outside of the Company’s control.
The Company has public sustainability and environmental, social and governance (“ESG”) commitments, including environmental targets validated by the Science Based Target initiative (“SBTi”), designed to have a positive impact on the climate. The Company’s ability to achieve these goals is subject to a multitude of risks that may be outside of the Company’s control.
The Company also incurs a risk of liability to its clients resulting from allegations of damages caused by temporary employees acting on phishing emails, cyber attacks, and other errors, omissions or theft by its temporary employees, or allegations of compromise of client confidential information.
The Company also incurs a risk of liability to its clients resulting from allegations of damages caused by temporary employees acting on phishing emails, facilitating, allowing or failing to stop cyberattacks, and other errors, omissions or theft by its temporary employees, or allegations of compromise of client confidential information.
The Company’s ability to manage its operations using these systems successfully is critical to its success and largely depends upon the efficient and uninterrupted operation of its and third parties’ computer, technology and communications systems, some of which are managed and run by third-party vendors.
The Company’s ability to manage its operations using IT Assets successfully is critical to its success and largely depends upon the efficient and uninterrupted operation of its and third parties’ IT Assets, some of which are managed and run by third-party vendors.
The Company’s security tools, controls and practices, including those relating to identity and access management, credential 11 strength, and the security tools, controls and practices of its vendors and clients, may not prevent or detect access, damage or disruption to Company or third-party computer, technology, and communications hardware and software systems or the unauthorized access to, or exposure of, intellectual property or personal or confidential information.
The Company’s security tools, controls and practices, including those relating to identity and access management, credential strength, and the security tools, controls and practices of its vendors and clients, may not prevent or detect access, damage or disruption to Company or third-party IT Assets or the unauthorized access to, or exposure of, intellectual property or personal or confidential information.
The Company’s failure or perceived failure to achieve ESG-related goals or maintain ESG-related practices that meet evolving stakeholder expectations could harm the Company’s reputation, adversely impact the Company’s ability to attract and retain employees or clients, and expose the Company to increased scrutiny from the investment community and enforcement authorities.
The Company’s failure or perceived failure to achieve ESG- or climate-related goals or maintain ESG-related practices that meet evolving and sometimes contradictory regulatory and stakeholder expectations could harm the Company’s reputation, adversely impact the Company’s ability to attract and retain employees or clients, and expose the Company to increased scrutiny from the media, lawmakers, the investment community and regulators.
In addition, certain geopolitical events, including the ongoing war between Russia and Ukraine, the war between Israel, Hamas and Hezbollah, and the ongoing unrest throughout the Middle East, have caused significant economic, market, political or regulatory uncertainty in some of the Company’s markets.
In addition, certain geopolitical events, including the ongoing war between Russia and Ukraine, the ongoing unrest throughout the Middle East, and conflict and political instability in parts of South America have caused significant economic, market, political or regulatory uncertainty in some of the Company’s markets.
It is not possible to predict the outcome of these lawsuits. However, these lawsuits may consume substantial amounts of the Company’s financial and managerial resources and might result in adverse publicity regardless of the ultimate outcome of the lawsuits.
However, these lawsuits may consume substantial amounts of the Company’s financial and managerial resources and might result in adverse publicity regardless of the ultimate outcome of the lawsuits.
Although it is not possible to predict such events or their consequences, these events could materially adversely affect the Company’s reputation, business and financial condition. 6 Failure to meet, and increasing scrutiny of, and evolving expectations for, sustainability and ESG commitments and initiatives could harm the Company ’ s reputation, or otherwise adversely impact our business, financial condition or results of operations.
Although it is not possible to predict such events or their consequences, these events could materially adversely affect the Company’s reputation, business and financial condition. 6 Failure to meet evolving and increasingly contradictory expectations for action or inaction on sustainability and ESG commitments and initiatives could harm the Company’s reputation, or otherwise adversely impact the business, financial condition or results of operations.
The Company and certain subsidiaries are defendants in several certified or putative class and representative action lawsuits brought by or on behalf of the Company’s current and former employees alleging violations of federal and state law with respect to certain wage and hour related matters, as well as claims by job applicants challenging the Company’s compliance with the Fair Credit Reporting Act.
The Company and certain subsidiaries are defendants in several certified or putative class and representative action lawsuits brought by or on behalf of the Company’s current and former employees alleging violations of federal and state law with respect to certain wage and hour related matters.
For example, the Company is currently named as a defendant in litigation challenging its compliance with the Fair Credit Reporting Act and PAGA litigation in California alleging wage and hour and other labor code compliance issues.
For example, the Company is currently named as a defendant in PAGA litigation in California alleging wage and hour and other labor code compliance issues.
In many jurisdictions in which the Company operates, the employment services industry is heavily regulated. For example, governmental regulations in some countries restrict the length of contracts and the industries in which the Company’s employees may be used. In other countries, special taxes, fees or costs are imposed in connection with the use of its employees.
For example, governmental regulations in some countries restrict the length of contracts and the industries in which the Company’s employees may be used. In other countries, special taxes, fees or costs are imposed in connection with the use of its employees.
Any future events impacting the Company or its third-party vendors that damage or interrupt the Company’s or its third-party vendors’ computer, technology, and communications hardware and software systems or expose intellectual property or data or other confidential information could have a material adverse effect on our operations, reputation and financial results.
Any future events impacting the Company or its third-party vendors that damage or interrupt the Company’s or its third-party vendors’ IT Assets or expose intellectual property or data or other confidential information stored thereon could have a material adverse effect on the Company’s operations, reputation and financial results.
The Company uses artificial intelligence in its services which may result in operational challenges, legal liability, reputational concerns, and privacy and competitive risks.
The Company uses AI in its provision of services which may result in operational challenges, legal liability, reputational concerns, and privacy, security and competitive risks.
In recent years anti-ESG and anti-DEI sentiment has gained momentum across the U.S., with several dozen states, Congress and the Executive Branch having proposed or enacted “anti-ESG” and “anti-DEI” policies, legislation, executive orders or initiatives or issued related legal opinions.
Increasingly, lawmakers, regulators and stakeholders have expressed or pursued ESG legislation and investment expectations with opposing positions and impacts. In recent years anti-ESG and anti-DEI sentiment has gained momentum across the U.S., with several dozen states, Congress and the Executive Branch having proposed or enacted “anti-ESG” and “anti-DEI” policies, legislation, executive orders or initiatives or issued related legal opinions.
There are many approaches through which such systems could be damaged or disrupted, or information exposed or accessed, including through system vulnerabilities, configuration errors, vendor vulnerabilities, social engineering, cyberattacks, improperly obtaining and using user credentials, malfeasance, or the misuse of authorized user access.
There are many approaches through which such IT Assets or the information stored thereon could be damaged, disrupted, exposed or accessed, including through system vulnerabilities, configuration errors, vendor vulnerabilities, social engineering, cyberattacks (including cyberattacks through the use of AI), improper acquisition and use of user credentials, malfeasance, or the misuse of authorized user access.
Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging, impossible or financially prohibitive. The demand for the Company ’ s services related to regulatory compliance may decline.
Such other jurisdictions may decide to adopt similar or more restrictive legislation, and jurisdictions that have already enacted legislation could elect to enact additional legislation, any of which could render the use of AI challenging, impossible or financially prohibitive. The demand for the Company ’ s services related to regulatory compliance may decline.
Failure to maintain adequate financial and management processes and controls could lead to errors in the Company’s financial reporting.
General Risks Failure to maintain adequate financial and management processes and controls could lead to errors in the Company ’ s financial reporting.
Datasets in AI training, development or operations may be insufficient, of poor quality, reflect unwanted forms of bias, or raise other legal concerns (such as concerns regarding copyright protections or data protection).
Datasets used for AI training, development or operations may be insufficient, of poor quality, reflect unwanted forms of bias, or raise other legal concerns (such as concerns relating to intellectual property infringement or data protection).
There can be no assurance that candidates for employment will continue to seek employment through the Company. Candidates generally seek contract or permanent positions through multiple sources, including the Company and its competitors. There have been periods of historically low unemployment in the U.S. in recent periods during which competition for workers in a number of industries was intense.
Candidates generally seek contract or permanent positions through multiple sources, including the Company and its competitors. There have been periods of historically low unemployment in the U.S. in recent periods during which competition for workers in a number of industries was intense. When unemployment levels are low, finding sufficient eligible candidates to meet employers’ demands is more challenging.
If the value of the U.S. dollar strengthens relative to other currencies, the Company’s reported income from these operations could decrease. Natural disasters and unusual weather conditions, pandemic outbreaks, terrorist acts, global political events and other serious catastrophic events could disrupt business and otherwise materially adversely affect the Company ’ s business and financial condition.
Natural disasters and unusual weather conditions, pandemic outbreaks, terrorist acts, global political events and other serious catastrophic events could disrupt business and otherwise materially adversely affect the Company ’ s business and financial condition.
An unfavorable outcome with respect to such litigation or any future lawsuits or proceedings could, individually or in the aggregate, cause the Company to incur substantial liabilities that may have a material adverse effect upon the Company’s business, financial condition or results of operations.
An unfavorable outcome with respect to such litigation or any future lawsuits or proceedings could, individually or in the aggregate, cause the Company to incur substantial liabilities that may have a material adverse effect upon the Company’s business, financial condition or results of operations. 10 If the Company fails to comply with Anti-Bribery Laws, anti-forced labor laws or economic sanction regulations, it could be subject to substantial fines or other penalties and reputational harm .
There can be no assurance that the Company will be able to attract and retain the personnel that are essential to its success. A failure to retain key management personnel could disrupt the Company’s succession strategy, hindering a smooth transition to new leadership and potentially disrupting the Company’s operations.
A failure to retain key management personnel could disrupt the Company’s operations and its succession strategy, hindering a smooth transition to new leadership and potentially disrupting the Company’s operations.
Such suits seek, as applicable, unspecified amounts for unpaid overtime compensation, penalties and other damages, as well as attorneys’ fees. The Company is defending several claims brought under the California Labor Code Private Attorney General Act (“PAGA”) and which authorizes individuals to file lawsuits to seek civil penalties on behalf of themselves and other employees for alleged labor code violations.
The Company is defending several claims brought under the California Labor Code Private Attorney 9 General Act (“PAGA”) and which authorizes individuals to file lawsuits to seek civil penalties on behalf of themselves and other employees for alleged labor code violations. It is not possible to predict the outcome of these lawsuits.
The Company’s use of AI may also lead to novel and urgent cybersecurity risks, including access to or the misuse of personal data, all of which may adversely affect its operations and reputation. 8 Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time.
Any failure to effectively manage these risks could adversely affect the Company’s business, results of operations, financial condition or reputation. Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time.
Risks Related to the Company’s Information Technology, Cybersecurity and Data Protection Company and third-party computer, technology and communications hardware and software systems are vulnerable to damage, unauthorized access, and disruption that could expose the Company to material operational, financial and reputational damage (including the unauthorized access to, or exposure of, personal and confidential information and intellectual property).
These enacted and proposed changes in tax laws, treaties or regulations, or their interpretation or enforcement could have a material adverse impact on the Company’s current or future tax positions. 11 Risks Related to the Company’s Information Technology, Cybersecurity and Data Protection Company and third-party computer, technology and communications hardware and software systems and assets (“IT Assets”) are vulnerable to damage, unauthorized access and disruption that could expose the Company to material operational, financial and reputational damage (including the unauthorized access to, or exposure of, personal and confidential information and intellectual property).
The Company currently uses and intends to leverage its own and third parties’ artificial intelligence (“AI”) processes and algorithms and its own evolving and third parties’ cognitive, analytical and artificial intelligence applications in its daily operations for Protiviti and talent solutions, including by deploying generative AI into the Company’s talent solutions search operations.
The Company currently uses and intends to continue using its proprietary AI processes, algorithms and applications, as well as those of third parties in its daily operations for Protiviti and talent solutions, including by deploying generative AI into the Company’s talent solutions search operations.
To the extent climate change causes changes in weather patterns, certain regions where the Company operates could experience increases in storm intensity, extreme temperatures, wildfires, rising sea-levels and/or drought. Over time, these conditions could result in increases in our operating costs or business interruptions.
The physical effects of climate change could have a material adverse effect on the Company’s operations and business. To the extent climate change causes changes in weather patterns, certain regions where the Company operates could experience increases in storm intensity, extreme temperatures, wildfires, rising sea-levels and/or drought.
It could also subject the Company to government sanctions, litigation from candidates, contractors, clients and employees, and legal liability under its contracts, resulting in increased costs or loss of revenue.
It could also subject the Company to government sanctions, litigation from candidates, contractors, clients and employees, and legal liability under its contracts, resulting in increased costs or loss of revenue. The Company may also incur additional expenses, including the cost of remediating cybersecurity incidents or improving security measures, identifying and retaining replacement vendors, increased insurance premiums, or ransomware payments.
In addition, an unfavorable outcome in one or more of these cases could cause the Company to change its compensation plans for its employees, which could have a material adverse effect upon the Company’s business. 9 Government regulations may result in prohibition or restriction of certain types of employment services or the imposition of additional licensing or tax requirements that may reduce the Company ’ s future earnings.
In addition, an unfavorable outcome in one or more of these cases could cause the Company to change its compensation plans for its employees, which could have a material adverse effect upon the Company’s business.
For example, the European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018, imposes specific operational requirements for entities processing personal information, including requirements for data transfers to certain countries outside the European Union, and strong enforcement authorities and mechanisms.
The possession and use of personal information in conducting the Company’s business subjects it to a variety of complex and evolving domestic and foreign laws and regulations regarding data privacy. 12 For example, the European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018, imposes specific operational requirements on entities that process personal information (including requirements relating to data transfers to certain countries outside the European Union) and strong enforcement mechanisms.
Failure to achieve such goals, or a perception (whether valid or invalid) of our failure to achieve such goals, could result in market, reputational, regulatory or liability risks, client dissatisfaction, reduced revenue and profitability, or shareholder lawsuits. If the Company is unable to achieve our environmental goals, our business and reputation may be adversely affected.
In addition, in 2023 the Company established certain emissions targets and other environmental goals and submitted them for validation to the SBTi. Failure to achieve such goals, or a perception (whether valid or invalid) of failure to achieve such goals, could result in market, reputational, regulatory or liability risks, client dissatisfaction, reduced revenue and profitability, or shareholder 13 lawsuits.
When unemployment levels are low, finding sufficient eligible candidates to meet employers’ demands is more challenging. Although unemployment has risen in some areas in which the Company operates, talent shortages have persisted in a number of disciplines and jurisdictions. Any shortage of candidates could materially adversely affect the Company.
Although unemployment has risen in some areas in which the Company operates, talent shortages have persisted in a number of disciplines and jurisdictions. Any shortage of candidates could materially adversely affect the Company. The Company operates in a highly competitive business and may be unable to retain clients or market share.
The Company has transitioned a significant number of the Company’s employee population to remote work. This transition to remote working has also increased the Company’s vulnerability to risks related to the Company’s computer, technology, and communications hardware and software systems and has exacerbated certain related risks, including risks of phishing and other cybersecurity attacks.
This transition has also increased the Company’s vulnerability to cybersecurity-related risks related to the Company’s IT Assets and has exacerbated certain related risks, including risks of phishing and other cybersecurity attacks.
These factors may have a material adverse effect on the performance of the Company’s business. In addition, the Company’s business may be affected by foreign currency exchange fluctuations. In particular, the Company is subject to risk in translating its results in foreign currencies into the U.S. dollar.
Furthermore, the Company’s operations may be adversely impacted by conflicts between the U.S. government and those of other jurisdictions in which the Company operates. These factors may have a material adverse effect on the performance of the Company’s business. In addition, the Company’s business may be affected by foreign currency exchange fluctuations.
Protiviti risks liability from allegations of damages caused by errors, omissions or misconduct by its employees working on consulting engagements or from damages caused by its employees acting on phishing emails and cyber attacks, or allegations of compromise of client confidential information. In some cases, the Company has agreed to indemnify its clients in respect of these types of claims.
Protiviti risks liability from allegations of damages caused by errors, omissions or misconduct by its employees or allegations of compromised client confidential or personal information while working on consulting engagements, or from damages caused by its employees acting on phishing emails and facilitating, allowing or failing to stop cyberattacks while working in a client’s environment.
Liability could be incurred, or litigation could be, and from time-to-time has been, instituted against the Company or Protiviti for claims related to these activities or to prior transactions or activities. There can be no assurance that such liability or litigation will not have a material adverse impact on Protiviti or the Company.
In some cases, the Company has agreed to indemnify its clients in respect of these types of claims. Liability could be incurred, or litigation could be, and from time-to-time has been, instituted against the Company or Protiviti for claims related to these activities or to prior transactions or activities.
Legal and Regulatory Risks The Company and certain subsidiaries are defendants in several lawsuits that could cause the Company to incur substantial liabilities .
If billable rates are too low, the Company’s service revenues may not cover operational costs, whereas if billable rates are too high, the Company risks hindering client retention and limits competitiveness. Legal and Regulatory Risks The Company and certain subsidiaries are defendants in several lawsuits that could cause the Company to incur substantial liabilities .
Complying with the enhanced obligations imposed by the GDPR and other current and future laws and regulations relating to data storage, use, transfer, residency, privacy and protection has increased and may continue to increase the Company’s operating costs and require significant management time and attention, while any failure by the Company or its subsidiaries to comply with applicable laws could result in governmental enforcement actions, fines and other penalties that could potentially have an adverse effect on the Company’s operations, financial results and reputation.
Further, any actual or perceived failure by the Company or its subsidiaries to comply with applicable laws could result in litigation, reputational harm, governmental enforcement actions or fines, and other penalties that could potentially have an adverse effect on the Company’s operations, financial results and reputation.
Congress to further delay or, in some cases, remove the requirements of Sarbanes-Oxley for a number of public companies. These or other similar modifications of the regulatory requirements could decrease demand for Protiviti’s services. Long-term contracts do not comprise a significant portion of the Company ’ s revenue.
Furthermore, the enforcement priorities of U.S. regulators fluctuate from time to time, which may lead to periods of decreased demand for certain of the Company’s regulatory compliance services. These or other similar modifications of the regulatory requirements could decrease demand for Protiviti’s and talent solution’s services. Long-term contracts do not comprise a significant portion of the Company ’ s revenue.
This risk-based approach prioritizes risks, vulnerabilities, weaknesses and gaps based on, among other factors, budgetary constraints, impact, likelihood of mitigation and the broader risk landscape. No security program can offer a guarantee against all potential incidents.
Periodic and continuous assessments are conducted by the Company on its IT Assets to identify security risks, vulnerabilities, weaknesses or gaps, and a risk-based approach is then employed to address them. This risk-based approach prioritizes risks, vulnerabilities, weaknesses and gaps based on, among other factors, budgetary constraints, impact, likelihood of mitigation and the broader risk landscape.
Failure to prepare for and meet evolving standards and expectations could result in regulatory penalties, investor backlash and diminished shareholder confidence. Related to the Company’s Operations The Company may be unable to find sufficient candidates for its talent solutions business. The Company’s talent solutions services business consists of the placement of individuals seeking employment.
Related to the Company’s Operations The Company may be unable to find sufficient candidates for its talent solutions business. The Company’s talent solutions services business consists of the placement of individuals seeking employment. There can be no assurance that candidates for employment will continue to seek employment through the Company.
The operations of both the talent solutions business and Protiviti include services related to Sarbanes-Oxley, Anti-Money Laundering Act of 2020 reviews and other regulatory compliance services. There can be no assurance that there will be ongoing demand for these services. Similarly, from time-to-time proposals are considered by the U.S.
There can be no assurance that there will be ongoing demand for these services. Similarly, from time-to-time proposals are considered by the U.S. Congress to further delay or, in some cases, remove the requirements of Sarbanes-Oxley and the Dodd-Frank Act for a number of public and private companies.
The Company operates in a highly competitive business and may be unable to retain clients or market share. The talent solutions business is highly competitive and, because it is a service business, the barriers to entry are quite low.
The talent solutions business is highly competitive and, because it is a service business, the barriers to entry are quite low. There are many competitors, some of which have greater resources than the Company, and new competitors are entering the market all the time.
Risks Associated With the Effects of Climate Change The Company may be adversely affected by global climate change or by legal, regulatory or market responses to such change. The physical effects of climate change could have a material adverse effect on our operations and business.
Many risks associated with usage of open-source software cannot be eliminated, and may, if not effectively addressed, negatively affect the Company’s operations, reputation and financial results. Risks Associated With the Effects of Climate Change T he Company may be adversely affected by global climate change or by legal, regulatory or market responses to such change.
There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business. General Risks Failure to maintain adequate financial and management processes and controls could lead to errors in the Company ’ s financial reporting.
If the Company is unable to achieve its environmental goals, the Company’s business and reputation may be adversely affected. There can be no assurance that climate change will not have a material adverse effect on the Company’s properties, operations or business.
On an increasing frequency, the Company and its third-party vendors experience security incidents that have resulted in unauthorized access to the Company’s or its third-party vendors’ computer, technology and communications hardware and software systems. To date, no such incidents have been determined to have had a material impact on the Company.
No security program can offer a guarantee against all potential cyberattacks or other cybersecurity-related incidents. The Company and its third-party vendors experience cybersecurity attacks with increasing frequency, including incidents that have resulted in unauthorized access to the Company’s or its third-party vendors’ IT Assets.
Furthermore, the potential risk of security breaches and cyberattacks may increase as the Company introduces new service offerings.
Cybersecurity threats continue to increase in frequency and sophistication (including through the use of AI), thereby increasing the difficulty of detecting and defending against them. Furthermore, the potential risk of cybersecurity breaches and cyberattacks may increase as the Company introduces new service offerings and deploys new AI technologies.
Conflicting regulations and a lack of harmonization of ESG legal and regulatory environments across the jurisdictions in which we operate may create enhanced compliance risks and costs. We may also face increasing scrutiny from our clients, candidates, employees and other stakeholders relating to the appropriate role of ESG practices and disclosures.
Meanwhile other states, countries and regions have introduced or enacted broader ESG disclosure or performance compliance obligations. Conflicting regulations, legal and regulatory uncertainty, and a lack of ESG harmonization of legal and regulatory environments across the jurisdictions in which the Company operates has created and, in the future may continue to create, enhanced compliance risks and costs.
There are many competitors, some of which have greater resources than the Company, and new competitors are entering the market all the time. Therefore, there can be no assurance that the Company will be able to retain clients or market share in the future.
The increased availability and maturation of AI tools may enable clients to use advanced automation capabilities in lieu of services provided by the Company’s contract talent personnel. Therefore, there can be no assurance that the Company will be able to retain clients or market share in the future.
For example, our headquarters is located in an area of California where the incidence of wildfire has increased over time and may continue to increase. In addition, in 2023 the Company established certain emissions targets and other environmental goals and submitted them for validation to the Science 12 Based Target initiative (“SBTi”).
Over time, these conditions could result in increases in the Company’s operating costs or business interruptions. For example, the Company’s headquarters are located in areas of California where the incidence of wildfire has increased over time and may continue to increase.
Removed
At the same time, regulators have increasingly expressed or pursued opposing views, legislation and investment expectations with respect to sustainability initiatives.
Added
In particular, the Company is subject to risk in translating its results in foreign currencies into the U.S. dollar. If the value of the U.S. dollar strengthens relative to other currencies, the Company’s reported income from these operations could decrease.
Removed
If billable rates are too low, the Company’s service revenues may not cover operational costs, whereas if billable rates are too high, the Company risks hindering client retention and limits competitiveness. Demand for the Company ’ s services from government and public sector clients may decrease over time.
Added
The Company may also face increasing scrutiny from its clients, candidates, employees, stakeholders, lawmakers and the media relating to the appropriate role of ESG practices and disclosures. Failure to prepare for and meet evolving standards and expectations could result in client dissatisfaction, regulatory penalties, investor backlash and diminished shareholder confidence.
Removed
During the global pandemic, the Company reported increased business from services rendered to the public sector due to, among other developments, the volume of unemployment claims and housing assistance claims, as well as the demands faced by public school districts.
Added
There can be no assurance that such liability or litigation will not have a material adverse impact on Protiviti or the Company. The Company is dependent on its management personnel and employees, and a failure to attract and retain such personnel could harm its business. The Company is engaged in the services business.
Removed
With the end of the pandemic, many government projects ended and the Company’s government sector business has shifted to different projects with public sector clients.
Added
The Company’s use of 8 AI may also lead to novel and urgent cybersecurity risks, including access to or the misuse of personal data, all of which may adversely affect its operations and reputation.
Removed
It is unknown whether the shift in projects with state, local and other public sector clients will ultimately maintain the same level of business or to what extent business with the public sector may decrease as the effects of the pandemic lessen or change over time.
Added
In addition, the Company increasingly relies on third-party technology vendors that regularly deploy new and enhanced AI-enabled features, tools and platforms, often at a rapid pace and with limited advance notice.
Removed
If the Company fails to comply with Anti-Bribery Laws, anti-forced labor laws or economic sanction regulations, it could be subject to substantial fines or other penalties and reputational harm .
Added
These technologies in some cases may be made broadly available to employees, including through embedded features in existing enterprise software or low-code or no-code development environments that enable employees to build or customize AI-enabled tools.
Removed
Currently, there are no laws enacted incorporating Pillar Two in the U.S., however, certain countries in which the Company operates have adopted, or are in the process of adopting legislation to implement Pillar Two.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeNotice of potential material Incidents to the Board is provided for in the Cybersecurity Incident Playbook (the “Playbook”) and the Cybersecurity Incident Disclosure Control Procedure (the “Cyber Disclosure Procedure”). 13 Management Governance The controls and processes employed to assess, identify and manage material risks from cybersecurity threats are implemented and overseen by the Enterprise Information Security Steering Committee, led by the CISO.
Biggest changeManagement Governance The controls and processes employed to assess, identify and manage material risks from cybersecurity threats are implemented and overseen by the Enterprise Information Security Steering Committee, led by the CISO. The CISO brings over 15 years of experience building and leading cybersecurity programs and teams.
Cybersecurity Governance The Company’s cybersecurity strategy and risk management is overseen by the Board of the Directors (the “Board”) and implemented and managed by the Company’s Enterprise Information Security Steering Committee, a cross-functional team of senior executives representing business functions across Robert Half and chaired by the Chief Information Security Officer (“CISO”).
Cybersecurity Governance The Company’s cybersecurity strategy and risk management is overseen by the Board of Directors (the “Board”) and implemented and managed by the Company’s Enterprise Information Security Steering Committee, a cross-functional team of senior executives representing business functions across Robert Half and chaired by the Chief Information Security Officer (“CISO”).
Accordingly, the Company operates with, and plans for, the notion that it is impossible to prevent or detect all Incidents, that Incidents will occur, and that the Company will not always be able to detect threats in a timely manner or anticipate and implement adequate security measures. For additional information, see Item 1A.
Accordingly, the Company operates with, and plans for, the notion that it is impossible to prevent or detect all Incidents, that Incidents will occur, and that the Company will not always be able to detect threats in a timely manner or anticipate and implement adequate 15 security measures. For additional information, see Item 1A.
If the CIRT’s initial investigation of the facts of an Incident indicates the need for escalation for potential disclosure, the CMT will utilize the process in the Playbook and the Cyber Disclosure Procedure will be utilized. The Playbook provides understandable and flexible processes for analyzing and responding to Incidents.
If the CIRT’s initial investigation of the facts of an Incident indicates the need for escalation for potential disclosure, the CMT will utilize the process in the Playbook and the Cyber Disclosure Procedure may be utilized. The Playbook provides understandable and flexible processes for analyzing and responding to Incidents.
The CISO oversees the Enterprise Information Security team (“EIS”). Board Governance The Board views cybersecurity as part of the Company’s overall enterprise risk management function, which the Board oversees. The Board takes cybersecurity into account as part of the Company’s business strategy, financial planning and capital allocation.
The CISO oversees the Company’s Enterprise Information Security team (“EIS”). Board Governance The Board views cybersecurity as part of the Company’s overall enterprise risk management function, which the Board oversees. Cybersecurity is integrated into the Company’s business strategy, financial planning and capital allocation.
Senior management of many departments in the Company also engage in an annual tabletop exercise in order to test incident preparedness, review the effectiveness of the Playbook and maintain effective coordination in the event of a security incident.
Senior management of many departments in the Company also engage in tabletop exercises in order to test Incident preparedness, review the effectiveness of the Playbook and maintain effective coordination in the event of an Incident.
Although the Company makes efforts to maintain the security and integrity of the Company’s information technology systems, these systems and the proprietary, confidential internal and customer information that resides on or is transmitted through them are subject to the risk of a cybersecurity incident or disruption, and there can be no assurance that the Company’s security efforts and measures and those of the Company’s third-party providers will prevent breakdowns or incidents affecting the Company’s or the Company’s third-party providers’ databases or systems that could adversely affect the Company’s business.
Although the Company makes efforts to maintain the security and integrity of the Company’s information technology systems, these systems and the proprietary, confidential internal and customer information that resides on or is transmitted through them are subject to the risk of Incidents or disruption, and there can be no assurance that the Company’s or its third-party providers’ security measures will prevent all breakdowns or Incidents affecting the Company’s or the Company’s third-party providers’ information security environments, software or systems that could adversely affect the Company’s business.
The Company’s program aligns its program using portions of several industry and regulatory frameworks to measure its program and progress, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”), NIST 800-53, International Organization for Standardization Information Security Management Systems (“ISO 27001”), the CIS Critical Security Controls and the System and Organization Controls 2 Type 2 (“SOC2 Type 2”).
The Company designs its program using portions of several industry and regulatory frameworks as informative, including the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, NIST 800-53, International Organization for Standardization Information Security Management Systems (“ISO 27001”), the CIS Critical Security Controls and the System and Organization Controls 2 Type 2.
Members of the Enterprise Information Security Steering Committee also include the Global Data Privacy Officer, Chief Technology Officer, Chief Administrative Officer, the General Counsel and the Global Risk Officer of Protiviti.
The CISO also evaluates the program’s effectiveness as threats evolve. Members of the Enterprise Information Security Steering Committee also include the Global Data Privacy Officer, Chief Technology Officer, Chief Administrative Officer, the General Counsel and the Global Risk Officer of Protiviti.
Vulnerabilities in third-party providers’ information security environments and software are monitored and managed through EIS’ vulnerability management program. This program aggregates findings from the vulnerability detection and secure configuration management tools within a dashboard, which allows EIS personnel to focus on high priority matters.
EIS monitors and manages vulnerabilities in third-party environments through its vulnerability management program. This program aggregates findings from the vulnerability detection and secure configuration management tools within a dashboard, which allows EIS personnel to focus on high-priority matters.
Processes for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats The Cybersecurity Incident Response Team (“CIRT”) and/or the Crisis Management Team (“CMT”) utilize a Cybersecurity Incident Response Plan (the “CIRP”) and the Playbook to: (1) prepare for and protect against Incidents; (2) detect and analyze Incidents; and (3) contain, eradicate and appropriately report on cybersecurity events.
Processes Designed for Assessing, Identifying and Managing Material Risks from Cybersecurity Threats The Cybersecurity Incident Response Team (“CIRT”), which provides technical expertise, and/or the Crisis Management Team (“CMT”), which focuses on business response, impact, business continuity and risk mitigation, work together and utilize a Cybersecurity Incident Response Plan (the “CIRP”) and the Playbook to: (1) prepare for and protect against Incidents; (2) detect and analyze Incidents; and (3) contain, eradicate and appropriately report on Incidents.
If the CDC determines the Board should be notified, a meeting will be called with the Executive Committee of the Board, the Audit Committee Chair, the Board’s cybersecurity expert or any combination or subset of the foregoing. EIS conducts cybersecurity evaluations, reviews and due diligence of (i) critical vendors periodically and (ii) all new vendors prior to onboarding.
If the CDC determines the Board should be notified, a meeting will be called with the Executive Committee of the Board, the Audit Committee Chair, the Board’s cybersecurity expert or any combination or subset of the foregoing. EIS conducts periodic cybersecurity evaluations of (i) critical third-party providers as risk dictates and (ii) significant new third-party providers prior to onboarding.
Specifically, the Enterprise Information Security Steering Committee typically meets at least four times per year, or with greater frequency as necessary, to: • review with management the Company’s cybersecurity threat landscape, risks and data security programs, and the Company’s management and mitigation of cybersecurity risks and incidents; • review with management the Company’s compliance with applicable information security laws and industry standards; • discuss with management the Company’s cybersecurity, technology and information systems policies, including the guidelines and policies established by the Company to assess, monitor and mitigate the Company’s significant cybersecurity, technology and information systems related risk exposures; and • review and provide oversight on the Company’s crisis preparedness with respect to cybersecurity, including Incident response preparedness, communication plans and business continuity capabilities.
Specifically, the Enterprise Information Security Steering Committee typically meets multiple times per year, including impromptu meetings as necessary, to: • Review the cybersecurity threat landscape, risks and data security programs, and the Company’s management and strategy for attempting to mitigate cybersecurity risks and Incidents; • Assess compliance with applicable information security laws and industry standards; • Discuss cybersecurity policies, including the guidelines and policies established by the Company, which are designed to assess, monitor and mitigate the Company’s significant cybersecurity, technology and information systems’ related risk exposures; and • Oversee crisis preparedness plans with respect to cybersecurity, including Incident response preparedness, communication plans and business continuity capabilities.
In considering the materiality of an Incident the CDC may consider the nature, extent and potential magnitude of the risks to the Company related to the Incident, particularly as it may relate to any compromised information or the business and scope of Company operations.
When evaluating the materiality of an Incident, the CDC considers both the quantitative and qualitative impacts, including the nature, extent and potential magnitude of the risks to the Company related to the Incident, particularly as it may relate to any compromised information or the scope of Company operations.
A committee of senior management personnel is established to assess potential Incidents. Standing members of the Cyber Disclosure Committee (“CDC”) include the President and Chief Executive Officer, Chief Financial Officer, General Counsel, Global Privacy Officer and Chief Technology Officer.
Standing members of the Cyber Disclosure Committee (“CDC”) include the President and Chief Executive Officer, Chief Financial Officer, General Counsel, Global Privacy Officer and Chief Technology Officer.
The Board oversees the Company’s information security program, which includes oversight of the cybersecurity program and management of cybersecurity risks. The Board receives annual updates from the Company’s CISO, and/or members of the executive leadership team.
The Board oversees the Company’s information security program, which includes oversight of the cybersecurity program and management of cybersecurity risks. The Board receives annual updates from the Company’s CISO, and/or members of the executive leadership team. Such reports typically address, among other things, the Company’s cybersecurity strategy, initiatives, key security metrics and business response plans.
In the event of an Incident, the Playbook provides the CMT with predefined steps to follow to respond to, and escalate, cyber security incidents, as appropriate. The Cyber Disclosure Procedure establishes a flexible and context-dependent process for determining whether an Incident constitutes a material issue pursuant to the rules and regulations of the SEC.
In the event of an Incident, the Playbook provides predefined steps for response and escalation. The Cyber Disclosure Procedure establishes a flexible and context-dependent process for determining whether an Incident constitutes a material Incident pursuant to the rules and regulations of the SEC. A committee of senior management personnel is established to assess potential Incidents.
Item 1C. Cybersecurity As part of the Company’s broader information security program, the cybersecurity program includes a defense-in-depth model that utilizes a variety of techniques and tools for protecting against, detecting, responding to and recovering from cybersecurity incidents (“Incidents”).
Item 1C. Cybersecurity As part of the Company’s broader information security program, the cybersecurity program includes a defense-in-depth model that uses layered controls to protect against, detect, respond to and recover from cybersecurity incidents (“Incidents”).
To detect and prevent Incidents, the cybersecurity program uses automated event-detection technology monitored by the cyber defense team, notifications from employees, vendors or service providers, and other tools.
EIS maintains a range of security controls, including multi-factor authentication, internal and external penetration testing, cybersecurity assessments, benchmarking, annual employee security training, and social engineering testing. To detect and prevent Incidents, the cybersecurity program uses automated event-detection technology monitored by the cyber defense team, notifications from employees, vendors or service providers, and other tools.
“Risks Related to the Company’s Information Technology, Cybersecurity and Data Protection.” Cybersecurity Risks The Company is currently not aware of any material cybersecurity incidents or threats that have impacted the Company or its business, financial condition, results of operations, employees or customers in the past fiscal year.
“Risks Related to the Company’s Information Technology, Cybersecurity and Data Protection.” Cybersecurity Risks The Company is not aware of any Incidents or threats during the past fiscal year that met the threshold for materiality under SEC rules. However, the Company and its customers routinely face risks of Incidents, as the Company relies heavily on its information technology systems.
The CISO leverages his 15-plus years of experience building and leading cybersecurity programs and teams. The CISO has experience as a Chief Information Security Officer in multiple industries and has received Certified Information Systems Security Professional (“CISSP”) and Certification in Risk Management Assurance (“CRMA”) certifications.
The CISO has experience as a Chief 14 Information Security Officer in multiple industries and has received Certified Information Systems Security Professional and Certification in Risk Management Assurance certifications. The CISO is responsible for the day-to-day management of the cybersecurity program, including designing controls to prevent, detect, investigate and respond to cybersecurity threats and Incidents.
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Such reports typically address, among other things, the Company’s cybersecurity strategy, initiatives, key security metrics, business response plans and the evolving cyber threat landscape, and a detailed threat assessment relating to information technology risks.
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They also cover the evolving cyber threat landscape, and an overview of information technology risks impacting the Company. Management provides notice of potential material Incidents to the Board as set forth in the Cybersecurity Incident Playbook (the “Playbook”) and the Cybersecurity Incident Disclosure Control Procedure (the “Cyber Disclosure Procedure”).
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The CISO is responsible for the day-to-day management of the cybersecurity program, including the prevention, detection, investigation and response to cybersecurity threats and incidents and is responsible for determining if the cybersecurity program is functioning effectively in the face of evolving cybersecurity threats.
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EIS employs a variety of measures to prepare for and protect against, and detect, contain and eradicate cybersecurity incidents and threats.
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The preparatory and protective measures EIS has in place include, but are not limited to, password 14 protection, multi-factor authentication, internal and external penetration testing, cybersecurity assessments, industry benchmarking, annual cybersecurity awareness trainings to employees, and social engineering awareness efforts.
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However, the Company and its customers routinely face risks of Incidents, as the Company relies heavily on information technology systems.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, contract talent solutions and permanent placement talent solutions activities were conducted through offices located in the U.S., Australia, Belgium, Brazil, Canada, Chile, China, France, Germany, Ireland, Japan, Luxembourg, the Netherlands, New Zealand, Singapore, Switzerland, the United Arab Emirates, and the United Kingdom.
Biggest changeAs of December 31, 2025, contract talent solutions and permanent placement talent solutions activities were conducted through offices located in the U.S., Australia, Belgium, Brazil, Canada, Chile, China, France, Germany, Ireland, Italy, Japan, Luxembourg, the Netherlands, New Zealand, Singapore, Switzerland, the United Arab Emirates, and the United Kingdom.
Item 2. Properties The Company’s headquarters operations are located in Menlo Park and San Ramon, California.
Item 2. Properties The Company’s headquarters are located in Menlo Park and San Ramon, California.
As of December 31, 2024, Protiviti had offices in the U.S., Australia, Bulgaria, Canada, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Switzerland and the United Kingdom. All of the offices are leased.
As of December 31, 2025, Protiviti had offices in the U.S., Australia, Bulgaria, Canada, China, France, Germany, India, Italy, Japan, the Netherlands, Singapore, Switzerland and the United Kingdom. All of the offices are leased.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe complaint alleges that a putative class of current and former employees of the Company working in California since March 13, 2010, were denied compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as performing activities related to the interview process.
Biggest changeThe complaint alleges that a putative class of current and former employees of the Company who resided in California were denied compensation for the time they spent interviewing “for temporary and permanent employment opportunities” in California, as well as performing activities related to the interview process. The class period runs from March 13, 2010, to present.
In addition to certain claims individual to Plaintiff Dorff, the complaint alleges that salaried recruiters based in California have been misclassified as exempt employees and seeks an unspecified amount for: unpaid wages resulting from such alleged misclassification; alleged failure to provide a reasonable opportunity to take meal periods and rest breaks; alleged failure to pay wages on a timely basis both during employment and upon separation; alleged failure to comply with California requirements 15 regarding wage statements and record-keeping; and alleged improper denial of expense reimbursement.
In addition to certain claims individual to Plaintiff Dorff, the complaint alleges that salaried recruiters based in California have been misclassified as exempt employees and seeks an unspecified amount for: unpaid wages resulting from such alleged misclassification; alleged failure to provide a reasonable opportunity to take meal periods and rest breaks; alleged failure to pay wages on a timely basis both during employment and upon separation; alleged failure to comply with California requirements regarding wage statements and record-keeping; and alleged improper denial of expense reimbursement.
At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements.
At this stage of the litigation, it is not 16 feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements.
Gentry also seeks an unspecified amount of other damages, attorneys’ fees, and statutory penalties, including penalties for allegedly not paying all wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorneys General Act (“PAGA”).
Gentry also seeks an unspecified amount of other damages, attorneys’ fees, and statutory penalties, including penalties for allegedly not paying all wages due upon separation and civil penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorneys General Act (“PAGA”).
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The first phase of the trial in the case on the issue of liability as to the Plaintiff and the class commenced on November 3, 2025. Closing arguments were delivered on January 23, 2026, at which hearing the court requested further legal briefs to be delivered February 13, 2026.
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The Court is permitting Robert Half to file a motion for decertification. The timing of a liability ruling is not expected until after a case management conference on March 19, 2026.
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If the Court’s order on the liability phase finds in favor of Plaintiff on any of her claims, the case will move on to a second phase of the trial regarding damages later this year. This phase will have its own discovery and its own separate trial.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans (c) October 1, 2024 to October 31, 2024 20 (a) $ 50.22 — 8,325,880 November 1, 2024 to November 30, 2024 400,000 $ 74.56 400,000 7,925,880 December 1, 2024 to December 31, 2024 671,165 (b) $ 73.68 646,402 7,279,478 Total October 1, 2024 to December 31, 2024 1,071,185 1,046,402 (a) Represents shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes.
Biggest changeIssuer Purchases of Equity Securities Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans (b) October 1, 2025 to October 31, 2025 — $ — — 5,577,435 November 1, 2025 to November 30, 2025 — $ — — 5,577,435 December 1, 2025 to December 31, 2025 828 (a) $ 27.03 — 5,577,435 Total October 1, 2025 to December 31, 2025 828 — (a) Represents shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes.
(c) Commencing in October 1997, the Company’s Board of Directors has, at various times, authorized the repurchase, from time to time, of the Company’s common stock on the open market or in privately negotiated transactions depending on market conditions.
(b) Commencing in October 1997, the Company’s Board of Directors has, at various times, authorized the repurchase, from time to time, of the Company’s common stock on the open market or in privately negotiated transactions depending on market conditions.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price, Dividends and Related Matters The Company’s Common Stock is listed for trading on the New York Stock Exchange under the symbol “RHI.” On January 31, 2025, there were 1,427 holders of record of the Common Stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price, Dividends and Related Matters The Company’s Common Stock is listed for trading on the New York Stock Exchange under the symbol “RHI.” On January 31, 2026, there were 1,410 holders of record of the Common Stock.
Since plan inception, a total of 138,000,000 shares have been authorized for repurchase, of which 130,720,522 shares have been repurchased as of December 31, 2024. 17 Stock Performance Graph The following graph compares, through December 31, 2024, the cumulative total return of the Company’s Common Stock, an index of certain publicly traded employment services companies, and the Standard and Poor’s (“S&P”) 500.
Since plan inception, a total of 138,000,000 shares have been authorized for repurchase, of which 132,422,565 shares have been repurchased as of December 31, 2025. 18 Stock Performance Graph The following graph compares, through December 31, 2025, the cumulative total return of the Company’s Common Stock, an index of certain publicly traded employment services companies, and the Standard and Poor’s (“S&P”) 500.
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(b) Includes 24,763 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe 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. 23 The Company’s gross margin by reporting segment is summarized as follows (in thousands): Year Ended December 31, Relationships As Reported As Adjusted As Reported As Adjusted 2024 2023 2024 2023 2024 2023 2024 2023 Gross Margin Contract talent solutions $ 1,316,524 $ 1,549,312 $ 1,316,524 $ 1,549,312 39.2 % 39.8 % 39.2 % 39.8 % Permanent placement talent solutions 486,219 566,381 486,219 566,381 99.8 % 99.8 % 99.8 % 99.8 % Protiviti 444,487 459,311 463,250 475,572 22.8 % 23.8 % 23.7 % 24.6 % Total $ 2,247,230 $ 2,575,004 $ 2,265,993 $ 2,591,265 38.8 % 40.3 % 39.1 % 40.5 % The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the years ended December 31, 2024, and 2023 (in thousands): Year Ended December 31, 2024 Contract talent solutions Permanent placement talent solutions Protiviti Total $ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue Gross Margin As Reported $ 1,316,524 39.2 % $ 486,219 99.8 % $ 444,487 22.8 % $ 2,247,230 38.8 % Adjustments (1) — — — — 18,763 0.9 % 18,763 0.3 % As Adjusted $ 1,316,524 39.2 % $ 486,219 99.8 % $ 463,250 23.7 % $ 2,265,993 39.1 % Year Ended December 31, 2023 Contract talent solutions Permanent placement talent solutions Protiviti Total $ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue Gross Margin As Reported $ 1,549,312 39.8 % $ 566,381 99.8 % $ 459,311 23.8 % $ 2,575,004 40.3 % Adjustments (1) — — — — 16,261 0.8 % 16,261 0.2 % As Adjusted $ 1,549,312 39.8 % $ 566,381 99.8 % $ 475,572 24.6 % $ 2,591,265 40.5 % (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.
Biggest changeThe Company’s gross margin by reporting segment is summarized as follows (in thousands): Year Ended December 31, Relationships As Reported As Adjusted As Reported As Adjusted 2025 2024 2025 2024 2025 2024 2025 2024 Gross Margin Contract talent solutions $ 1,166,761 $ 1,316,524 $ 1,166,761 $ 1,316,524 39.0 % 39.2 % 39.0 % 39.2 % Permanent placement talent solutions 438,705 486,219 438,705 486,219 99.8 % 99.8 % 99.8 % 99.8 % Protiviti 396,847 444,487 420,609 463,250 20.4 % 22.8 % 21.6 % 23.7 % Total $ 2,002,313 $ 2,247,230 $ 2,026,075 $ 2,265,993 37.2 % 38.8 % 37.7 % 39.1 % The following tables provide reconciliations of the non-GAAP adjusted gross margin to reported gross margin for the years ended December 31, 2025, and 2024 (in thousands): Year Ended December 31, 2025 Contract talent solutions Permanent placement talent solutions Protiviti Total $ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue Gross Margin As Reported $ 1,166,761 39.0 % $ 438,705 99.8 % $ 396,847 20.4 % $ 2,002,313 37.2 % Adjustments (1) — — — — 23,762 1.2 % 23,762 0.5 % As Adjusted $ 1,166,761 39.0 % $ 438,705 99.8 % $ 420,609 21.6 % $ 2,026,075 37.7 % 24 Year Ended December 31, 2024 Contract talent solutions Permanent placement talent solutions Protiviti Total $ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue Gross Margin As Reported $ 1,316,524 39.2 % $ 486,219 99.8 % $ 444,487 22.8 % $ 2,247,230 38.8 % Adjustments (1) — — — — 18,763 0.9 % 18,763 0.3 % As Adjusted $ 1,316,524 39.2 % $ 486,219 99.8 % $ 463,250 23.7 % $ 2,265,993 39.1 % (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.
As 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.
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 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 25 income.
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 following measures, adjusted gross margin and adjusted selling, general and administrative expenses, 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.
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.
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 17 other countries, while Protiviti has offices in the U.S. and 13 other countries.
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.
Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing which will be calculated according to the Adjusted Term Secured Overnight Financing Rate (“SOFR”), or an alternative base rate, plus an applicable margin.
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.
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 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 the Company’s control and are inherently uncertain.
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 Plans ” to the Company’s Consolidated Financial Statements included under Part II—Item 8 of this report.
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 Plans” to the Company’s Consolidated Financial Statements included under Part II—Item 8 of this report.
These balances consist of the minimum rental commitments for 2025 and thereafter, discounted to reflect the Company’s cost of borrowing, under noncancelable lease contracts executed as of December 31, 2024. 27 The majority of these leases are for real estate.
These balances consist of the minimum rental commitments for 2026 and thereafter, discounted to reflect the Company’s cost of borrowing, under noncancelable lease contracts executed as of December 31, 2025. The majority of these leases are for real estate.
Recent Accounting Pronouncements See Note B— “ New Accounting Pronouncements ” to the Company’s Consolidated Financial Statements included under Part II—Item 8 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.
Recent Accounting Pronouncements See Note B—“New Accounting Pronouncements” to the Company’s Consolidated Financial Statements included under Part II—Item 8 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.
In addition, historical, current and forward-looking information about the Company’s environmental, social and governance (“ESG”) 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.
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.
As of December 31, 2024, the Company reported employee deferred compensation plan obligations of $678 million in its accompanying Consolidated Statements of Financial Position. The balances are due to employees based upon elections they make at the time of deferring their funds.
As of December 31, 2025, the Company reported employee deferred compensation plan obligations of $772 million in its accompanying Consolidated Statements of Financial Position. The balances are due to employees based upon elections they make at the time of deferring their funds.
Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable statutory withholding taxes. During the years ended December 31, 2024 and 2023, such repurchases totaled 0.3 million shares, at a cost of $23 million, and 0.3 million shares, at a cost of $26 million, respectively.
Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable statutory withholding taxes. During the years ended December 31, 2025, and 2024, such repurchases totaled 0.2 million shares, at a cost of $11 million, and 0.3 million shares, at a cost of $23 million, respectively.
“Quantitative and Qualitative Disclosures About Market Risk” of this report for further discussion of the impact of foreign currency exchange rates on the Company’s results of operations and financial condition. 21 Years ended December 31, 2024, and 2023 Service Revenues.
“Quantitative and Qualitative Disclosures About Market Risk” of this report for further discussion of the impact of foreign currency exchange rates on the Company’s results of operations and financial condition. 22 Years ended December 31, 2025, and 2024 Service Revenues.
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 Consolidated Financial Statements included under Part II—Item 8 of this report. Purchase Obligations.
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 F—“Leases” to the Company’s Consolidated Financial Statements included under Part II—Item 8 of this report. Purchase Obligations.
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; combined segment income; and as adjusted revenue growth rates.
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.
When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. Valuation allowances of $26.4 million and $25.8 million were recorded as of December 31, 2024, and 2023, respectively. The valuation allowances recorded relate primarily to net operating losses in certain international operations.
When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. Valuation allowances of $33.2 million and $26.4 million were recorded as of December 31, 2025, and 2024, respectively. The valuation allowances recorded relate primarily to net operating losses in certain international operations.
As of December 31, 2024, the Company’s contractual purchase obligations were $255 million, primarily related to software subscriptions, services, telecom services and software maintenance agreements. Of this amount, $112 million is expected to be paid within the next 12 months. These purchase obligations are incurred during the normal course of business. Employee Deferred Compensation Plan.
As of December 31, 2025, the Company’s contractual purchase obligations were $221 million, primarily related to software subscriptions, services, telecom services and software maintenance agreements. Of this amount, $127 million is expected to be paid within the next 12 months. These purchase obligations are incurred during the normal course of business. Employee Deferred Compensation Plan.
The Organization of Economic Cooperation and Development (“OECD”), an international association of many countries, has introduced a framework to impose a 15% global minimum corporate tax, referred to as Pillar Two, effective for tax years beginning in 2024.
Previously, the Organization of Economic Cooperation and Development (“OECD”), an international association of many countries including the U.S., introduced a framework to impose a 15% global minimum corporate tax, referred to as Pillar Two, effective for tax years beginning in 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 $1.95 billion for the year ended December 31, 2024, increasing by 1.1% compared to revenues of $1.93 billion for the year ended December 31, 2023.
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 $1.95 billion for the year ended December 31, 2025, decreasing by 0.1% compared to revenues of $1.95 billion for the year ended December 31, 2024.
As a percentage of revenues, adjusted selling, general and administrative expenses were 33.3% in 2024, up from 31.8% in 2023. Contributing factors for each reportable segment are discussed below in further detail.
As a percentage of revenues, adjusted selling, general and administrative expenses were 34.3% in 2025, up from 33.3% in 2024. Contributing factors for each reportable segment are discussed below in further detail.
Revenues from international operations decreased 11.1% to $1.28 billion (22.0% of total revenue) for the year ended December 31, 2024, compared to $1.44 billion (22.5% of total revenue) for the year ended December 31, 2023. Contributing factors for each reportable segment are discussed below in further detail.
Revenues from international operations decreased 5.4% to $1.21 billion (22.4% of total revenue) for the year ended December 31, 2025, compared to $1.28 billion (22.0% of total revenue) for the year ended December 31, 2024. Contributing factors for each reportable segment are discussed below in further detail.
The decrease in contract talent solutions revenues for 2024 was primarily due to a 14.6% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 1.5% increase in average bill rates. On an as adjusted basis, contract talent solutions revenues decreased 14.0% for 2024, compared to 2023.
The decrease in contract talent solutions revenues for 2025 was primarily due to a 14.1% decrease in the number of hours worked by the Company’s engagement professionals, partially offset by a 3.5% increase in average bill rates. On an as adjusted basis, contract talent solutions revenues decreased 10.8% for 2025 compared to 2024.
As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 90.3% in 2024, up from 86.6% in 2023, due primarily to negative leverage as revenues decreased as a result of economic conditions.
As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions were 94.9% in 2025, up from 90.3% in 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions.
Repurchases of shares have been funded with cash generated from operations. The Company’s working capital as of December 31, 2024, included $538 million in cash and cash equivalents and $772 million in net accounts receivable, both of which will be a significant source of ongoing liquidity and financial resilience.
Repurchases of shares have been funded with cash generated from operations and from cash reserves. The Company’s working capital as of December 31, 2025, included $464 million in cash and cash equivalents and $748 million in net accounts receivable, both of which will be a significant source of ongoing liquidity and financial resilience.
Capital expenditures, including $29 million related to cloud computing implementations, in 2024 totaled $86 million, approximately 59% 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 $29 million related to cloud computing implementations, in 2025 totaled $82 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.
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 December 31, 2024, were substantially equal to the obligations.
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 December 31, 2025, exceeded the obligations.
As of December 31, 2024, the Company is authorized to repurchase, from time to time, up to 7.3 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.
As of December 31, 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.
Cash and cash equivalents were $538 million and $732 million at December 31, 2024, and 2023, respectively. Operating activities provided $410 million during the year ended December 31, 2024, offset by $87 million and $496 million of net cash used in investing activities and financing activities, respectively.
Operating activities provided $410 million during the year ended December 31, 2024, offset by $87 million and $496 million of net cash used in investing and financing activities, respectively.
This was composed of net income of $252 million, adjusted upward for non-cash items of $68 million, and cash provided by changes in working capital of $90 million. Net cash provided by operating activities for the year ended December 31, 2023, was $637 million.
This was composed of net income of $252 million, adjusted upward for non-cash items of $68 million, and cash provided by changes in working capital of $90 million. Investing activities—Cash used in investing activities for the year ended December 31, 2025, was $86 million.
Contract talent solutions revenues were $3.36 billion for the year ended December 31, 2024, decreasing by 13.8% compared to revenues of $3.90 billion for the year ended December 31, 2023. 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.
Contract talent solutions revenues were $2.99 billion for the year ended December 31, 2025, decreasing by 11.0% compared to revenues of $3.36 billion for the year ended December 31, 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 Company currently expects 2025 capitalized expenditures will range from $75 million to $95 million, of which $45 million to $55 million relates to software initiatives and technology infrastructure, including capitalized costs relating to the implementation of cloud computing arrangements. Financing activities—Cash used in financing activities for the year ended December 31, 2024, was $496 million.
The Company currently expects 2026 capitalized expenditures will range from $70 million to $90 million, of which $45 million to $60 million relates to software initiatives and technology infrastructure, including capitalized costs relating to the implementation of cloud computing arrangements. Financing activities—Cash used in financing activities for the year ended December 31, 2025, was $330 million.
Selling, general and administrative expenses for contract talent solutions, on an as-reported basis, were $1.25 billion for the year ended December 31, 2024, decreasing 5.2% from $1.32 billion the year ended December 31, 2023. As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 37.3% in 2024, up from 33.9% in 2023.
Selling, general and administrative expenses for contract talent solutions, on an as-reported basis, were $1.19 billion for the year ended December 31, 2025, decreasing 4.9% from $1.25 billion the year ended December 31, 2024. As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 39.9% in 2025, up from 37.3% in 2024.
Permanent placement talent solutions revenues were $487 million for the year ended December 31, 2024, decreasing by 14.1% compared to revenues of $567 million for the year ended December 31, 2023. Key drivers of permanent placement talent solutions revenues consist of the number of candidate placements and average fees earned per placement.
Permanent placement talent solutions revenues were $440 million for the year ended December 31, 2025, decreasing by 9.8% compared to revenues of $487 million for the year ended December 31, 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 solutions revenues for 2024 was due to a 17.0% decrease in the number of placements, partially offset by a 2.9% increase in average fees earned per placement. On an as adjusted basis, permanent placement talent solutions revenues decreased 14.3% for 2024 compared to 2023.
The decrease in permanent placement talent solutions revenues for 2025 was due to a 13.6% decrease in the number of placements, partially offset by a 3.8% increase in average fees earned per placement. On an as adjusted basis, permanent placement talent solutions revenues decreased 9.6% for 2025 compared to 2024.
The Company’s operations are subject to U.S. federal, state, local and foreign income taxes. In establishing its deferred income tax assets and liabilities and its provision for income taxes, the Company makes judgments and interpretations based on the enacted tax laws that are applicable to its operations in various jurisdictions.
In establishing its deferred income tax assets and liabilities and its provision for income taxes, the Company makes judgments and interpretations based on the enacted tax laws that are applicable to its operations in various jurisdictions.
The Company’s gross margin dollars were $2.25 billion for the year ended December 31, 2024, down 12.7% from $2.58 billion for the year ended December 31, 2023. Contributing factors for each reportable segment are discussed below in further detail.
The Company’s gross margin dollars were $2.00 billion for the year ended December 31, 2025, down 10.9% from $2.25 billion for the year ended December 31, 2024. Contributing factors for each reportable segment are discussed below in further detail.
Gross margin dollars for contract talent solutions were $1.32 billion for the year ended December 31, 2024, down 15.0% from $1.55 billion for the year ended December 31, 2023. As a percentage of revenues, gross margin dollars for contract talent solutions were 39.2% in 2024, down from 39.8% in 2023.
Gross margin dollars for contract talent solutions were $1.17 billion for the year ended December 31, 2025, down 11.4% from $1.32 billion for the year ended December 31, 2024. As a percentage of revenues, gross margin dollars for contract talent solutions were 39.0% in 2025, down from 39.2% in 2024.
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 $2.00 billion for the year ended December 31, 2024, down 4.9% from $2.11 billion for the year ended December 31, 2023.
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 $1.93 billion for the year ended December 31, 2025, down 4.0% from $2.01 billion for the year ended December 31, 2024.
During the years ended December 31, 2024 and 2023, the Company repurchased 3.5 million shares, at a cost of $249 million, and 3.0 million shares, at a cost of $232 million, on the open market, respectively.
During the years ended December 31, 2025, and 2024, the Company repurchased 1.7 million shares, at a cost of $80 million, and 3.5 million shares, at a cost of $249 million, on the open market, respectively.
This included repurchases of $276 million in common stock and $220 million in dividends paid to stockholders. Cash used in financing activities for the year ended December 31, 2023, was $461 million. This included repurchases of $255 million in common stock and $206 million in dividends paid to stockholders.
This included repurchases of $92 million in common stock and $238 million in dividends paid to stockholders. Cash used in financing activities for the year ended December 31, 2024, was $496 million. This included repurchases of $276 million in common stock and $220 million in dividends paid to stockholders.
As a percentage of revenues, reported selling, general and administrative expenses were 34.6% in 2024, up from 33.0% in 2023. The Company’s adjusted selling, general and administrative expenses were $1.93 billion for the year ended December 31, 2024, down 5.2% from $2.04 billion in 2023.
As a percentage of revenues, reported selling, general and administrative expenses were 35.8% in 2025, up from 34.6% in 2024. The Company’s adjusted selling, general and administrative expenses were $1.84 billion for the year ended December 31, 2025, down 4.5% from $1.93 billion in 2024.
International revenues for 2024 revenues decreased 8.5% on a reported basis, and decreased 8.9% on an as adjusted basis, compared to 2023. 22 A reconciliation of the non-GAAP year-over-year revenue growth rates to the reported year-over-year revenue growth rates for the year ended December 31, 2024, is presented in the following table: Global United States International Contract talent solutions As Reported -13.8 % -14.6 % -11.0 % Billing Days Impact -0.4 % -0.5 % -0.4 % Currency Impact 0.2 % — 0.8 % As Adjusted -14.0 % -15.1 % -10.6 % Permanent placement talent solutions As Reported -14.1 % -12.6 % -17.8 % Billing Days Impact -0.4 % -0.5 % -0.4 % Currency Impact 0.2 % — 0.8 % As Adjusted -14.3 % -13.1 % -17.4 % Protiviti As Reported 1.1 % 3.5 % -8.5 % Billing Days Impact -0.5 % -0.5 % -0.4 % Currency Impact — — — As Adjusted 0.6 % 3.0 % -8.9 % Gross Margin .
A reconciliation of the non-GAAP year-over-year revenue growth rates to the reported year-over-year revenue growth rates for the year ended December 31, 2025, is presented in the following table: Global United States International Contract talent solutions As Reported -11.0 % -10.6 % -12.1 % Billing Days Impact 0.5 % 0.3 % 0.5 % Currency Impact -0.3 % — -1.1 % As Adjusted -10.8 % -10.3 % -12.7 % Permanent placement talent solutions As Reported -9.8 % -9.9 % -9.6 % Billing Days Impact 0.5 % 0.4 % 0.5 % Currency Impact -0.3 % — -0.9 % As Adjusted -9.6 % -9.5 % -10.0 % Protiviti As Reported -0.1 % -2.5 % 10.9 % Billing Days Impact 0.5 % 0.3 % 0.6 % Currency Impact -0.5 % — -2.7 % As Adjusted -0.1 % -2.2 % 8.8 % 23 Gross Margin .
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.
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.
Revenues from U.S. operations decreased 8.8% to $4.52 billion (78.0% of total revenue) for the year ended December 31, 2024, compared to $4.96 billion (77.5% of total revenue) for the year ended December 31, 2023.
Revenues from U.S. operations decreased 7.7% to $4.17 billion (77.6% of total revenue) for the year ended December 31, 2025, compared to $4.52 billion (78.0% of total revenue) for the year ended December 31, 2024.
The Company’s income from investments held in employee deferred compensation trusts was $94 million for the year ended December 31, 2024, and $88 million for the year ended December 31, 2023. The income from trust investments was due to positive market returns during 2024. Income Before Income Taxes and Segment Income.
The Company’s income from investments held in employee deferred compensation trusts was $106 million and $94 million for the years ended December 31, 2025, and 2024, respectively. The income from trust investments was due to positive market returns during 2025. Provision for income taxes .
In the U.S., 2024 revenues decreased 14.6% on a reported basis, and decreased 15.1% on an as adjusted basis, compared to 2023. International revenues for 2024 decreased 11.0% on a reported basis, and decreased 10.6% on an as adjusted basis, compared to 2023.
In the U.S., 2025 revenues decreased 9.9% on a reported basis, and decreased 9.5% on an as adjusted basis, compared to 2024. International revenues for 2025 revenues decreased 9.6% on a reported basis, and decreased 10.0% on an as adjusted basis, compared to 2024.
This was composed of net income of $411 million, adjusted upward for non-cash items of $79 million, and cash provided by changes in working capital of $147 million. Investing activities—Cash used in investing activities for the year ended December 31, 2024, was $87 million.
This was composed of net income of $133 million, adjusted upward for non-cash items of $88 million, and cash provided by changes in working capital of $99 million. Net cash provided by operating activities for the year ended December 31, 2024, was $410 million.
In the U.S., 2024 revenues decreased 12.6% on a reported basis, and decreased 13.1% on an as adjusted basis, compared to 2023. International revenues for 2024 revenues decreased 17.8% on a reported basis, and decreased 17.4% on an as adjusted basis, compared to 2023.
In the U.S., 2025 revenues decreased 10.6% on a reported basis, and decreased 10.3% on an as adjusted basis, compared to 2024. International revenues for 2025 decreased 12.1% on a reported basis, and decreased 12.7% on an as adjusted basis, compared to 2024.
Fluctuations in foreign currency exchange rates had the effect of decreasing reported cash and cash equivalents by $21 million during the year ended December 31, 2024, compared to an increase of $9 million in 2023. 26 Operating activities—Net cash provided by operating activities for the year ended December 31, 2024, was $410 million.
Fluctuations in foreign currency exchange rates had the effect of increasing reported cash and cash equivalents by $22 million during the year ended December 31, 2025, compared to a decrease of $21 million in 2024. Operating activities—Net cash provided by operating activities for the year ended December 31, 2025, was $320 million.
This was composed of capital expenditures of $56 million and investments in employee deferred compensation trusts of $69 million, partially offset by proceeds from employee deferred compensation trust redemptions of $38 million. Cash used in investing activities for the year ended December 31, 2023, was $112 million.
This was composed of capital expenditures of $53 million, investments in employee deferred compensation trusts of $80 million, and payments for acquisitions of $11 million, partially offset by proceeds from employee deferred compensation trust redemptions of $58 million. Cash used in investing activities for the year ended December 31, 2024, was $87 million.
Gross margin dollars for Protiviti were $444 million for the year ended December 31, 2024, down 3.2% from $459 million for the year ended December 31, 2023. As a percentage of revenues, reported gross margin dollars for Protiviti were 22.8% in 2024, down from 23.8% in 2023.
Gross margin dollars for Protiviti were $397 million for the year ended December 31, 2025, down 10.7% from $444 million for the year ended December 31, 2024. As a percentage of revenues, reported gross margin dollars for Protiviti were 20.4% in 2025, down from 22.8% in 2024.
Selling, general and administrative expenses for Protiviti were $303 million for the year ended December 31, 2024, increasing by 5.3% from $288 million for the year ended December 31, 2023. As a percentage of revenues, selling, general and administrative expenses for Protiviti were 15.5% in 2024, up from 14.9% in 2023.
Selling, general and administrative expenses for Protiviti were $308 million for the year ended December 31, 2025, increasing by 1.3% from $304 million for the year ended December 31, 2024. As a percentage of revenues, selling, general and administrative expenses for Protiviti were 15.8% in 2025, up from 15.6% in 2024.
This was composed of capital expenditures of $46 million, investments in employee deferred compensation trusts of $103 million, and $1 million cash paid for an acquisition, partially offset by proceeds from employee deferred compensation trust redemptions of $38 million.
This was composed of capital expenditures of $56 million, and investments in employee deferred compensation trusts of $69 million, partially offset by proceeds from employee deferred compensation trust redemptions of $38 million.
Key drivers of Protiviti revenues are the billable hours worked on client engagements and average hourly bill rates. The increase in Protiviti revenues for 2024 was primarily due to a 2.4% increase in average hourly bill rate, partially offset by a 1.3% decrease in billable hours. On an as adjusted basis, Protiviti revenues increased 0.6% for 2024 compared to 2023.
Key drivers of Protiviti revenues are the billable hours worked on client engagements and average hourly bill rates. The decrease in Protiviti revenues for 2025 was due to a 7.3% decrease in average hourly bill rate, partially offset by a 7.2% increase in billable hours.
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.
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 The Company’s service revenues were $5.38 billion in 2025, a decrease of 7.2% from the prior year.
The Company’s revenues were $5.80 billion for the year ended December 31, 2024, a decrease of 9.3%, compared to $6.39 billion for the year ended December 31, 2023.
The Company’s revenues were $5.38 billion for the year ended December 31, 2025, a decrease of 7.2%, compared to $5.80 billion for the year ended December 31, 2024.
Years ended December 31, 2023, and 2022 A discussion of changes regarding the Company’s financial condition and results of operations for the year ended December 31, 2023, compared to the year ended December 31, 2022, can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024, which is available free of charge on the SEC’s website at www.sec.gov and at www.roberthalf.com/investor-center.
Years ended December 31, 2024, and 2023 A discussion of changes regarding the Company’s financial condition and results of operations for the year ended December 31, 2024, compared to the year ended December 31, 2023, can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 13, 2025, which is available free of charge on the SEC’s website at www.sec.gov and at www.roberthalf.com/investor-center. 27 Liquidity and Capital Resources The change in the Company’s liquidity during the years ended December 31, 2025, and 2024, is primarily the net effect of funds generated by operations and the funds used for capital expenditures, investments in employee deferred compensation trusts net of redemptions from employee deferred compensation trusts, repurchases of common stock, and payments of dividends.
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.
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.
In the U.S., 2024 revenues increased 3.5% on a reported basis, and increased 3.0% on an as adjusted basis, compared to 2023.
In the U.S., 2025 revenues decreased 2.5% on a reported basis, and decreased 2.2% on an as adjusted basis, compared to 2024. International revenues for 2025 revenues increased 10.9% on a reported basis, and increased 8.8% on an as adjusted basis, compared to 2024.
As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions services were 92.1% in 2024, up from 87.9% in 2023.
Selling, general and administrative expenses for permanent placement talent solutions were $426 million for the year ended December 31, 2025, decreasing by 5.2% from $449 million for the year ended December 31, 2024. As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions services were 96.9% in 2025, up from 92.1% in 2024.
As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 35.3% in 2024, up from 32.3% in 2023, due primarily to negative leverage as revenues decreased as a result of economic conditions. 24 Selling, general and administrative expenses for permanent placement talent solutions were $449 million for the year ended December 31, 2024, decreasing by 10.0% from $499 million for the year ended December 31, 2023.
As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 37.4% in 2025, up from 35.3% in 2024, due primarily to negative leverage as revenues decreased as a result of economic conditions.
The provision for income taxes was 29.7% and 28.7% for the years ended December 31, 2024 and 2023, respectively. The higher tax rate for 2024 can be attributed to an increased impact of nondeductible expenses and fewer tax credits.
The provision for income taxes was 31.6% and 29.7% for the years ended December 31, 2025, and 2024, respectively. The higher tax rate for 2025 can be attributed to an increased impact of nondeductible expenses and fewer tax credits. On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act (the “Tax Act”).
Operating activities provided $637 million during the year ended December 31, 2023, offset by $112 million and $461 million of net cash used in investing and financing activities, respectively.
Cash and cash equivalents were $464 million and $538 million at December 31, 2025, and 2024, respectively. Operating activities provided $320 million during the year ended December 31, 2025, offset by $86 million and $330 million of net cash used in investing activities and financing activities, respectively.
The Company’s selling, general and administrative expenses by reportable segment are summarized as follows (in thousands): Year Ended December 31, Relationships As Reported As Adjusted As Reported As Adjusted 2024 2023 2024 2023 2024 2023 2024 2023 Selling, General and Administrative Expenses Contract talent solutions $ 1,252,588 $ 1,320,752 $ 1,186,006 $ 1,256,497 37.3 % 33.9 % 35.3 % 32.3 % Permanent placement talent solutions 448,901 498,881 440,167 491,377 92.1 % 87.9 % 90.3 % 86.6 % Protiviti 303,050 287,898 303,050 287,898 15.5 % 14.9 % 15.5 % 14.9 % Total $ 2,004,539 $ 2,107,531 $ 1,929,223 $ 2,035,772 34.6 % 33.0 % 33.3 % 31.8 % The following tables provide reconciliations of the non-GAAP selling, general and administrative expenses to reported selling, general and administrative expenses for the years ended December 31, 2024, and 2023 (in thousands): Year Ended December 31, 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 $ 1,252,588 37.3 % $ 448,901 92.1 % $ 303,050 15.5 % $ 2,004,539 34.6 % Adjustments (1) (66,582) (2.0 %) (8,734) (1.8 %) — — (75,316) (1.3 %) As Adjusted $ 1,186,006 35.3 % $ 440,167 90.3 % $ 303,050 15.5 % $ 1,929,223 33.3 % Year Ended December 31, 2023 Contract talent solutions Permanent placement talent solutions Protiviti Total $ % of Revenue $ % of Revenue $ % of Revenue $ % of Revenue Selling, General and Administrative Expenses As Reported $ 1,320,752 33.9 % $ 498,881 87.9 % $ 287,898 14.9 % $ 2,107,531 33.0 % Adjustments (1) (64,255) (1.6 %) (7,504) (1.3 %) — — (71,759) (1.2 %) As Adjusted $ 1,256,497 32.3 % $ 491,377 86.6 % $ 287,898 14.9 % $ 2,035,772 31.8 % (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 Company’s selling, general and administrative expenses by reportable segment are summarized as follows (in thousands): Year Ended December 31, 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 $ 1,191,837 $ 1,252,588 $ 1,118,140 $ 1,186,006 39.9 % 37.3 % 37.4 % 35.3 % Permanent placement talent solutions 425,774 448,901 417,141 440,167 96.9 % 92.1 % 94.9 % 90.3 % Protiviti 308,241 304,267 308,241 304,267 15.8 % 15.6 % 15.8 % 15.6 % Total $ 1,925,852 $ 2,005,756 $ 1,843,522 $ 1,930,440 35.8 % 34.6 % 34.3 % 33.3 % 25 The following tables provide reconciliations of the non-GAAP selling, general and administrative expenses to reported selling, general and administrative expenses for the years ended December 31, 2025, and 2024 (in thousands): Year Ended December 31, 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 $ 1,191,837 39.9 % $ 425,774 96.9 % $ 308,241 15.8 % $ 1,925,852 35.8 % Adjustments (1) (73,697) (2.5 %) (8,633) (2.0 %) — — (82,330) (1.5 %) As Adjusted $ 1,118,140 37.4 % $ 417,141 94.9 % $ 308,241 15.8 % $ 1,843,522 34.3 % Year Ended December 31, 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 $ 1,252,588 37.3 % $ 448,901 92.1 % $ 304,267 15.6 % $ 2,005,756 34.6 % Adjustments (1) (66,582) (2.0 %) (8,734) (1.8 %) — — (75,316) (1.3 %) As Adjusted $ 1,186,006 35.3 % $ 440,167 90.3 % $ 304,267 15.6 % $ 1,930,440 33.3 % (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.
Critical Accounting Policies and Estimates As described below, the Company’s most critical accounting policies and estimates are those that involve subjective decisions or assessments. Service Revenues. The Company derives its revenues from three segments: contract talent solutions, permanent placement talent solutions and Protiviti.
During 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 As described below, the Company’s most critical accounting policies and estimates are those that involve subjective decisions or assessments. Service Revenues.
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.
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 Company’s variable direct costs related to its contract talent solutions business will largely fluctuate in relation to its revenues. In May 2023, the Company entered into an amendment to extend the maturity of its $100 million unsecured revolving credit facility (the “Credit Agreement”) to May 2026.
The Company’s variable direct costs related to its contract talent solutions business will largely fluctuate in relation to its revenues. 28 On May 28, 2025, the Company entered into a $100.0 million credit agreement (the “2025 Credit Agreement”) which matures in May 2030.
The Credit Agreement is subject to certain financial covenants and the Company was in compliance with these covenants as of December 31, 2024. There were no borrowings under the Credit Agreement as of December 31, 2024, or December 31, 2023.
The 2025 Credit Agreement is subject to certain financial covenants, and the Company was in compliance with these covenants as of December 31, 2025. The Company had no borrowings under the Credit Agreement as of December 31, 2025, and maintained $10.1 million in standby letters of credit to satisfy workers’ compensation insurer’s collateral requirements.
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.
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.
The Company is continuing to evaluate the GloBE Model Rules for Pillar Two and related legislation; no material tax impacts are expected. 20 While management believes that its judgments and interpretations regarding income taxes are appropriate, significant differences in actual experience may materially affect the future financial results of the Company.
The Company does not expect the SbS guidance to materially affect its tax obligations and will continue to monitor global implementation. While management believes that its judgments and interpretations regarding income taxes are appropriate, significant differences in actual experience may materially affect the future financial results of the Company.
Gross margin dollars for permanent placement talent solutions were $486 million for the year ended December 31, 2024, down 14.2% from $566 million for the year ended December 31, 2023. 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 permanent placement talent solutions represent revenues less reimbursable expenses. Gross margin dollars for permanent placement talent solutions were $439 million for the year ended December 31, 2025, down 9.8% from $486 million for the year ended December 31, 2024.
As a percentage of revenues, adjusted gross margin dollars for Protiviti were 23.7% in 2024, down from 24.6% in 2023.
As a percentage of revenues, adjusted gross margin dollars for Protiviti were 21.6% in 2025, down from 23.7% in 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.
On February 12, 2025, the Company announced a quarterly dividend of $0.59 per share to be paid to all shareholders of record as of February 25, 2025. The dividend will be paid on March 14, 2025. Material Cash Requirements from Contractual Obligations Leases.
There were no early termination fees associated with the Company’s termination of the 2020 Credit Agreement. There were no borrowings outstanding under the 2020 Credit Agreement as of December 31, 2025. On February 12, 2026, the Company announced a quarterly dividend of $0.59 per share to be paid to all shareholders of record as of February 25, 2026.
Combined segment income was $337 million, or 5.8% of revenues, for the year ended December 31, 2024, down from $555 million, or 8.7% of revenues, for the year ended December 31, 2023.
The Company’s adjusted operating income was $183 million for the year ended December 31, 2025, down 45.6% from $336 million for the year ended December 31, 2024. As a percentage of revenues, adjusted operating income was 3.4% for the year ended December 31, 2025, down from 5.8% for the year ended December 31, 2024.
As of December 31, 2024, the Company reported current and long-term operating lease liabilities of $65 million and $169 million, respectively.
The dividend will be paid on March 13, 2026. Material Cash Requirements from Contractual Obligations Leases. As of December 31, 2025, the Company reported current and long-term operating lease liabilities of $70 million and $176 million, respectively.
Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. See Note C— “ Revenue Recognition ” to the Company’s Consolidated Financial Statements included under Part II—Item 8 of this report. Income Taxes.
The Company derives its revenues from three segments: contract talent solutions, permanent placement talent solutions, and Protiviti. Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Executive Overview The Company’s results were impacted by the ongoing macroeconomic uncertainty that affects client and candidate confidence, lengthening decision cycles and delaying hiring activities and projects in the short term. The Company’s service revenues were $5.80 billion in 2024, a decrease of 9.3% from the prior year.
The Company’s results were impacted by the ongoing macroeconomic uncertainty that affects client and candidate confidence, lengthening decision cycles and delaying hiring activities and projects in the short term. 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 Company’s total income before income taxes was $358 million, or 6.2% of revenues, for the year ended December 31, 2024, down from $577 million, or 9.0% of revenues, for the year ended December 31, 2023.
The Company’s reported operating income was $76 million for the year ended December 31, 2025, down 68.3% compared to $241 million for the year ended December 31, 2024. As a percentage of revenues, reported operating income was 1.4% for the year ended December 31, 2025, down from 4.2% for the year ended December 31, 2024.
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Full-year 2024 net income decreased 38.8% to $252 million and diluted net income per share decreased 37.1% to $2.44. 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFor the one month ended January 31, 2025, the U.S. dollar has strengthened against the British pound, the Euro and Canadian dollar, and weakened against the Australian dollar and Brazilian Real since December 31, 2024.
Biggest changeReported net income was $1.1 million, or 0.5%, lower for the year ended December 31, 2025, compared to 2024 due to the effect of currency exchange rates. For the one month ended January 31, 2026, the U.S. dollar has weakened against the Australian dollar, Brazilian real, British pound, Canadian dollar and Euro since December 31, 2025.
As a result, fluctuations in the value of foreign currencies against the U.S. dollar, particularly the Australian dollar and Brazilian real, British pound, Canadian dollar and Euro, have an impact on the Company’s reported results. Under GAAP, revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the monthly average exchange rates prevailing during the period.
As a result, fluctuations in the value of foreign currencies against the U.S. dollar, particularly the Australian dollar, Brazilian real, British pound, Canadian dollar and Euro, have an impact on the Company’s reported results. Under GAAP, revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the monthly average exchange rates prevailing during the period.
If foreign currency exchange rates were to remain at January 2025 levels throughout 2025, the currency impact on the Company’s full-year reported revenues would be unfavorable, offset by a favorable impact on operating expenses. These results will likely have an immaterial impact on reported net income.
If foreign currency exchange rates were to remain at January 2026 levels throughout 2026, the currency impact on the Company’s full-year reported revenues would be favorable, offset by an unfavorable impact on operating expenses. These results will likely have an immaterial impact on reported net income.
Although currency fluctuations impact the Company’s reported results and shareholders’ equity, such fluctuations generally do not affect cash flow or result in actual economic gains or losses. The Company generally has few cross-border transfers of funds, which consists of dividends from the Company’s foreign subsidiaries and transfers to and from the U.S. related to intercompany working capital requirements. 28
Although currency fluctuations impact the Company’s reported results and shareholders’ equity, such fluctuations generally do not affect cash flow or result in actual economic gains or losses. The Company generally has few cross-border transfers of funds, which consist of dividends from the Company’s foreign subsidiaries and transfers to and from the U.S. related to intercompany working capital requirements. 30
Exchange rates impact the U.S. dollar value of the Company’s reported revenues, expenses, earnings, assets and liabilities. For the year ended December 31, 2024, approximately 22.0% of the Company’s revenues were generated outside of the U.S. These operations transact business in their functional currency, which is the same as their local currency.
Exchange rates impact the U.S. dollar value of the Company’s reported revenues, expenses, earnings, assets and liabilities. For the year ended December 31, 2025, approximately 22.4% of the Company’s revenues were generated outside of the U.S. These operations transact business in their functional currency, which is the same as their local currency.
Because substantially all the Company’s international operations generated revenues and incurred expenses within the same country and currency, the effect of lower reported revenues is largely offset by the decrease in reported operating expenses.
Because substantially all the Company’s international operations generated revenues and incurred expenses within the same 29 country and currency, the effect of higher reported revenues is largely offset by the increase in reported operating expenses.
Foreign currency exchange rates had the effect of decreasing reported revenues by $8.6 million, or 0.1%, for the year ended December 31, 2024, compared to 2023. The general strengthening of the U.S. dollar also affected the reported level of expenses incurred in the Company’s international operations.
Foreign currency exchange rates had the effect of increasing reported revenues by $19.9 million, or 0.3%, for the year ended December 31, 2025, compared to 2024. The fluctuation of the U.S. dollar also affected the reported level of expenses incurred in the Company’s international operations.
Consequently, as the value of the U.S. dollar changes relative to the currencies of the Company’s international markets, the Company’s reported results vary. During 2024, the U.S. dollar fluctuated, and generally strengthened, against the primary currencies in which the Company conducts business, compared to one year ago.
Consequently, as the value of the U.S. dollar changes relative to the currencies of the Company’s international markets, the Company’s reported results vary. During 2025, the U.S. dollar fluctuated, weakening against the British pound and Euro, and strengthening against the Australian dollar, Brazilian real and Canadian dollar compared to one year ago.
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Reported net income was $0.7 million, or 0.2%, lower for the year ended December 31, 2024 compared to 2023 due to the effect of currency exchange rates.

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