PART I [Item 1. Business](index=2&type=section&id=Item%201.%20Business) The company provides specialized staffing and risk consulting services through its various divisions and global operations - Robert Half International Inc provides specialized staffing and risk consulting services through divisions such as Accountemps, Robert Half Finance & Accounting, OfficeTeam, Robert Half Technology, Robert Half Management Resources, Robert Half Legal, The Creative Group, and Protiviti[10](index=10&type=chunk) - Protiviti, a global consulting firm, was established in 2002 and offers services in internal audit, technology consulting, risk and compliance consulting, and business performance improvement[11](index=11&type=chunk)[21](index=21&type=chunk) - The company operates **321 staffing offices** in 42 states and 17 foreign countries, and Protiviti has **64 offices** in 24 states and 12 foreign countries as of December 31, 2021[24](index=24&type=chunk)[25](index=25&type=chunk) - The expanded acceptance of remote work creates significant opportunities, strengthening the company's competitive position by leveraging its global brand, office network, candidate database, and AI-driven technologies for out-of-market recruitment[26](index=26&type=chunk) - As of December 31, 2021, approximately **55% of the Company's global workforce was female**, and **47% of managerial and leadership roles were held by women**[32](index=32&type=chunk) - Approximately **33% of the U.S. workforce was from underrepresented groups**[32](index=32&type=chunk) Human Capital Overview (2021 vs. 2020) | Category | 2021 | 2020 | | :-------------------------------- | :----- | :----- | | Full-time internal staff | 14,600 | 13,000 | | Protiviti operations staff | 5,700 | 5,000 | | Engagement professionals placed | 177,000 | 150,500 | [Item 1A. Risk Factors](index=6&type=section&id=Item%201A.%20Risk%20Factors) The company's business is exposed to risks from economic downturns, competition, regulations, and cybersecurity threats - Demand for the Company's services is highly dependent on global economic activity and employment levels; any reduction could significantly decrease revenues and profits[41](index=41&type=chunk) - The Company's reputation is critical, and client dissatisfaction or employee misconduct could harm its ability to attract and retain clients and candidates[42](index=42&type=chunk) - International operations are subject to risks such as political and economic conditions, foreign laws, U.S legal requirements for foreign operations, cultural differences, adverse tax consequences, and foreign currency exchange fluctuations[43](index=43&type=chunk)[44](index=44&type=chunk) - The **COVID-19 pandemic** has created significant uncertainty, impacting demand for services, disrupting operations, and increasing vulnerability to cybersecurity risks due to remote work[46](index=46&type=chunk)[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - The Company faces intense competition in the staffing services business due to low barriers to entry and the presence of numerous national, regional, and local firms[54](index=54&type=chunk) - Potential liabilities include claims from temporary employees for workplace events and claims from clients for errors, omissions, theft, or misuse of confidential information by temporary employees[55](index=55&type=chunk) - Success is highly dependent on attracting and retaining qualified management personnel and employees, as the Company is a services business[56](index=56&type=chunk) - Failure to keep pace with rapid technological changes, including **AI, machine learning, and automation**, could negatively affect services, operations, and growth[57](index=57&type=chunk)[58](index=58&type=chunk) - The Company and its subsidiaries are defendants in several class and representative action lawsuits alleging wage and hour violations and non-compliance with the Fair Credit Reporting Act[65](index=65&type=chunk)[66](index=66&type=chunk) - Government-imposed vaccine mandates could lead to employee attrition or resistance to returning to onsite work, materially affecting business and results of operations[67](index=67&type=chunk) - The Company's computer and communications systems are vulnerable to damage, interruption, and cyberattacks, which could lead to security breaches and disclosure of confidential information[78](index=78&type=chunk)[79](index=79&type=chunk) - Changes in data privacy and protection laws (e.g., GDPR) could increase operating costs and lead to governmental enforcement actions or fines for non-compliance[80](index=80&type=chunk) - Failure to maintain adequate financial and management processes and controls could lead to errors in financial reporting, regulatory scrutiny, and loss of public confidence[81](index=81&type=chunk) [Item 1B. Unresolved Staff Comments](index=13&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section states that there are no unresolved staff comments - Not applicable[85](index=85&type=chunk) [Item 2. Properties](index=13&type=section&id=Item%202.%20Properties) The company operates from leased offices globally, with headquarters in California - Company headquarters are located in Menlo Park and San Ramon, California[86](index=86&type=chunk) - As of December 31, 2021, staffing services operated through **321 leased offices** in 42 states, the District of Columbia, and 17 foreign countries[86](index=86&type=chunk) - As of December 31, 2021, Protiviti had **64 leased offices** in 24 states and 12 foreign countries[86](index=86&type=chunk) [Item 3. Legal Proceedings](index=13&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in several legal proceedings, including class action lawsuits and a significant claim against Protiviti - Jessica Gentry filed a class action lawsuit in California alleging denial of compensation for interview time and inaccurate wage statements, seeking unspecified damages and penalties[87](index=87&type=chunk) - Shari Dorff filed a class action lawsuit in California alleging misclassification of salaried recruiters as exempt, failure to provide meal/rest breaks, untimely wage payments, and improper denial of expense reimbursement, seeking unspecified damages and penalties[88](index=88&type=chunk) - Protiviti Inc is a defendant in a lawsuit seeking **over $500 million**, filed by the Pennsylvania Insurance Commissioner, related to its role and performance of procedures regarding certain investments of Senior Health Insurance Company of Pennsylvania[89](index=89&type=chunk) - The Company believes it has meritorious defenses and intends to vigorously defend against all litigations, with legal costs expensed as incurred[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk)[91](index=91&type=chunk) [Item 4. Mine Safety Disclosure](index=14&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This section states that mine safety disclosure is not applicable to the Company - Not applicable[92](index=92&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=15&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the company's common stock trading, shareholder information, and equity repurchase programs - The Company's Common Stock is listed on the New York Stock Exchange under the symbol **'RHI'**[95](index=95&type=chunk) - Since October 1997, the Board of Directors has authorized repurchases of common stock, totaling **128,000,000 shares authorized** and **120,848,307 shares repurchased** as of December 31, 2021[96](index=96&type=chunk) Common Stock Information | Metric | Value | | :-------------------------------- | :---------------- | | Holders of record (Jan 31, 2022) | 1,185 | | Outstanding shares (Jan 31, 2022) | 110,685,988 | | Market value (non-affiliates, Jun 30, 2021) | ~$9.68 billion | Issuer Purchases of Equity Securities (Q4 2021) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Plans | Maximum Shares Remaining Under Publicly Announced Plans | | :-------------------------------- | :--------------------- | :--------------------------- | :--------------------------------------------------- | :------------------------------------------------------ | | Oct 1, 2021 to Oct 31, 2021 | — | $ — | — | 7,694,176 | | Nov 1, 2021 to Nov 30, 2021 | 259,591 | $ 116.02 | 259,591 | 7,434,585 | | Dec 1, 2021 to Dec 31, 2021 | 376,471 | $ 108.61 | 282,892 | 7,151,693 | | **Total Q4 2021** | **636,062** | | **542,483** | | Equity Compensation Plan Information (Dec 31, 2021) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | :------------------------------------------------ | :------------------------------------------------------------------------ | :------------------------------------------------------------------------ | :------------------------------------------------------------------------ | | Equity compensation plans approved by security holders | — | — | 3,945,882 | | Equity compensation plans not approved by security holders | — | — | — | | **Total** | **—** | **—** | **3,945,882** | [Item 6. Reserved](index=16&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information - Item 6 is reserved[100](index=100&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company achieved record revenues and net income in 2021, driven by strong global demand and economic recovery - The Company's growth in 2021 was driven by a broad-based, global acceleration in demand for its staffing and business consulting services, surpassing pre-pandemic levels[102](index=102&type=chunk)[115](index=115&type=chunk) - The expanded acceptance of remote work creates significant opportunities, leveraging the Company's global brand, office network, candidate database, and AI-driven technologies for out-of-market recruitment[103](index=103&type=chunk) - Protiviti continues to be a strong differentiator, showing consecutive growth across internal audit, technology consulting (especially cybersecurity), risk and compliance, and business performance improvement[104](index=104&type=chunk) - The U.S economic backdrop in 2021 was conducive to growth, with real GDP increasing **5.7%** and the unemployment rate declining from **6.7% to 3.9%**[105](index=105&type=chunk) - The Company's liquidity is strong, with **$619 million in cash and cash equivalents** and **$985 million in accounts receivable** as of December 31, 2021[146](index=146&type=chunk)[147](index=147&type=chunk)[152](index=152&type=chunk) - Operating activities provided **$603 million in cash** in 2021[146](index=146&type=chunk)[147](index=147&type=chunk)[152](index=152&type=chunk) - In 2021, the Company used **$288 million for common stock repurchases** and paid **$171 million in dividends**[150](index=150&type=chunk)[151](index=151&type=chunk)[154](index=154&type=chunk) - The **$100 million unsecured revolving credit facility** was extended to May 2024, with no borrowings outstanding[150](index=150&type=chunk)[151](index=151&type=chunk)[154](index=154&type=chunk) Key Financial Highlights (2021 vs. 2020) | Metric | 2021 | 2020 | Change (%) | | :-------------------- | :----------- | :----------- | :--------- | | Service Revenues | $6.46 billion | $5.11 billion | +26.5% | | Net Income | $599 million | $306 million | +95.5% | | Diluted EPS | $5.36 | $2.70 | +98.5% | Service Revenue Growth by Segment (2021 vs. 2020) | Segment | 2021 Revenue | YoY Growth (As Reported) | | :------------------------------------ | :------------- | :----------------------- | | Temporary and consultant staffing | $4.04 billion | +16.1% | | Permanent placement staffing | $570 million | +54.0% | | Risk consulting and internal audit services | $1.85 billion | +46.9% | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure stems from foreign currency fluctuations due to its international operations - The Company is exposed to foreign currency fluctuations, as approximately **22.5% of its 2021 revenues** were generated outside the United States[161](index=161&type=chunk)[162](index=162&type=chunk) - In 2021, the general weakening of the U.S dollar increased reported service revenues by **$56.9 million (1.1%)**, but this was largely offset by increased operating expenses in foreign operations[163](index=163&type=chunk) - Reported net income was **$3.4 million (1.1%) higher** in 2021 due to currency exchange rates[163](index=163&type=chunk) - Fluctuations in currency exchange rates impact the U.S dollar amount of stockholders' equity but generally do not affect cash flow or result in actual economic gains or losses[165](index=165&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=27&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements, supplementary data, and the independent auditor's report - The consolidated financial statements include the Statements of Financial Position, Operations, Comprehensive Income (Loss), Stockholders' Equity, and Cash Flows for the years ended December 31, 2021, 2020, and 2019[166](index=166&type=chunk)[168](index=168&type=chunk)[171](index=171&type=chunk)[174](index=174&type=chunk)[177](index=177&type=chunk) - Notes to Consolidated Financial Statements provide detailed information on significant accounting policies, revenue recognition, assets, liabilities, equity, and other financial disclosures[179](index=179&type=chunk) - PricewaterhouseCoopers LLP issued an **unqualified opinion** on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2021[288](index=288&type=chunk)[289](index=289&type=chunk) - A critical audit matter identified was **income taxes**, due to significant management judgment and estimation in assessing tax laws and the realizability of deferred tax assets[297](index=297&type=chunk)[298](index=298&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=54&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This section states there have been no changes in or disagreements with accountants on accounting and financial disclosure - None[303](index=303&type=chunk) [Item 9A. Controls and Procedures](index=54&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were **effective** as of December 31, 2021[304](index=304&type=chunk) - No material changes in internal control over financial reporting were identified during the fourth quarter of 2021[305](index=305&type=chunk) - Management assessed and concluded that the Company maintained **effective internal control over financial reporting** as of December 31, 2021, a conclusion audited by PricewaterhouseCoopers LLP[306](index=306&type=chunk)[308](index=308&type=chunk) [Item 9B. Other Information](index=54&type=section&id=Item%209B.%20Other%20Information) This section states that there is no other information to report - None[309](index=309&type=chunk) PART III This part incorporates information by reference from the company's Definitive Proxy Statement for director and executive matters - Information for Items 10 through 14 of Part III is incorporated by reference from Item 1 of this report and the registrant's Definitive Proxy Statement[312](index=312&type=chunk) - The Proxy Statement, scheduled for mailing in May 2022, will cover topics such as director nominations, beneficial stock ownership, compensation discussion and analysis, corporate governance, and the independent registered public accounting firm[312](index=312&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=56&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed with the report - The section includes a list of consolidated financial statements found in Item 8, such as Statements of Financial Position, Operations, Comprehensive Income (Loss), Stockholders' Equity, and Cash Flows, along with their notes and the auditor's report[315](index=315&type=chunk) - Financial Statement Schedule II, 'Valuation and Qualifying Accounts,' is provided for the years ended December 31, 2021, 2020, and 2019[316](index=316&type=chunk) - A comprehensive list of exhibits, including organizational documents, employment agreements, compensation plans, credit agreements, and certifications, is provided[317](index=317&type=chunk) [Item 16. Form 10-K Summary](index=58&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section indicates that there is no Form 10-K Summary provided - None[321](index=321&type=chunk) SIGNATURES The report is duly signed by the company's executive officers and directors as of February 14, 2022 - The report is signed by **Michael C Buckley**, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)[325](index=325&type=chunk)[326](index=326&type=chunk) - Key signatories also include **Harold M Messmer, Jr** (Executive Chairman of the Board) and **M Keith Waddell** (President, Chief Executive Officer and Principal Executive Officer)[326](index=326&type=chunk) - Additional directors who signed the report include Julia L Coronado, Dirk A Kempthorne, Marc H Morial, Barbara J Novogradac, Robert J Pace, and Frederick A Richman[326](index=326&type=chunk) - All signatures are dated **February 14, 2022**[325](index=325&type=chunk)[326](index=326&type=chunk)

Robert Half International, Inc. (NYSE:RHI) Q4 2021 Earnings Conference Call January 27, 2022 5:00 PM ET Company Participants Keith Waddell - President & CEO Mike Buckley - CFO Conference Call Participants Mark Marcon - Robert W. Baird Andrew Steinerman - JPMorgan Hans Hoffman - Jefferies Jeff Silber - BMO Capital Markets Kevin McVeigh - Credit Suisse Tobey Sommer - Truist Securities George Tong - Goldman Sachs Operator Hello. And welcome to the Robert Half Fourth Quarter 2021 Conference Call. Our hosts ...

Th | Robert Half J.P. Morgan Virtual: Ultimate Services Investor Conference November 18, 2021 M. Keith Waddell President and CEO Robert Half Disclaimer Certain information contained in this presentation may be deemed forward-looking statements regarding events and financial trends that may affect the company's future operating results or financial positions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the stat ...

PART I—FINANCIAL INFORMATION [Financial Statements](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The unaudited financial statements show significant year-over-year growth in revenues and net income [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The company's financial position strengthened with asset growth and a significant increase in net income Condensed Consolidated Statements of Financial Position (in thousands) | | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Total current assets** | $2,233,751 | $1,842,738 | | **Total assets** | $2,931,718 | $2,557,424 | | **Total current liabilities** | $1,341,602 | $1,046,626 | | **Total liabilities** | $1,615,675 | $1,352,135 | | **Total stockholders' equity** | $1,316,043 | $1,205,289 | Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Service revenues** | $1,712,566 | $1,189,897 | $4,691,527 | $3,804,914 | | **Gross margin** | $725,327 | $467,346 | $1,951,909 | $1,498,284 | | **Net income** | $170,871 | $75,749 | $430,682 | $211,860 | | **Diluted EPS** | $1.53 | $0.67 | $3.85 | $1.87 | Condensed Consolidated Statements of Cash Flows (Nine Months Ended Sep 30, in thousands) | | 2021 | 2020 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $458,265 | $564,641 | | **Net cash used in investing activities** | $(49,798) | $(43,432) | | **Net cash used in financing activities** | $(340,602) | $(208,476) | | **Change in cash and cash equivalents** | $59,293 | $316,522 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail revenue disaggregation, segment performance, stock repurchases, and dividend declarations Service Revenues by Line of Business (Nine Months Ended Sep 30, in thousands) | Line of Business | 2021 | 2020 | | :--- | :--- | :--- | | Temporary and consultant staffing | $2,922,257 | $2,626,897 | | Permanent placement staffing | $411,788 | $278,722 | | Risk consulting and internal audit services | $1,357,482 | $899,295 | | **Total Service revenues** | **$4,691,527** | **$3,804,914** | Segment Income (Nine Months Ended Sep 30, in thousands) | Segment | 2021 | 2020 | | :--- | :--- | :--- | | Temporary and consultant staffing | $279,697 | $165,933 | | Permanent placement staffing | $79,264 | $20,791 | | Risk consulting and internal audit services | $224,256 | $105,311 | | **Combined segment income** | **$583,217** | **$292,035** | - The company is authorized to repurchase up to **7.7 million** additional shares of common stock as of September 30, 2021; during the first nine months of 2021, 2.25 million shares were repurchased for **$199.6 million**[87](index=87&type=chunk) - On October 28, 2021, the company declared a quarterly dividend of **$0.38 per share**, payable on December 15, 2021[100](index=100&type=chunk) [Management's Discussion and Analysis (MD&A)](index=20&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes record Q3 results to strong global demand for staffing and consulting services [Executive Overview and Results of Operations](index=20&type=section&id=Executive%20Overview%20and%20Results%20of%20Operations) Record Q3 2021 revenues were driven by strong demand, talent shortages, and expanded gross margins - The company achieved record service revenues and earnings in Q3 2021 due to a broad-based, global acceleration in demand; for the first nine months of 2021, service revenues increased **23.3%** to **$4.69 billion**, and net income increased **103.3%** to **$431 million**[102](index=102&type=chunk) - Key market trends driving growth include the adoption of flexible, hybrid, and remote work models, along with elevated employee attrition rates at client companies[103](index=103&type=chunk) As-Adjusted Revenue Growth vs. Reported (Q3 2021 vs Q3 2020) | Segment | Global Reported Growth | Global As-Adjusted Growth | | :--- | :--- | :--- | | Temporary and consultant staffing | 35.0% | 34.0% | | Permanent placement staffing | 79.4% | 77.7% | | Risk consulting and internal audit services | 56.1% | 55.1% | - For Q3 2021, combined segment income increased to **$228 million** (13.3% of revenues) from $103 million (8.6% of revenues) in Q3 2020, demonstrating significant operating leverage[136](index=136&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a robust liquidity position with strong operating cash flow funding shareholder returns - Cash and cash equivalents stood at **$634 million** as of September 30, 2021[158](index=158&type=chunk) - During the first nine months of 2021, the company used **$212 million** for stock repurchases and **$129 million** for dividend payments[161](index=161&type=chunk) - The company has a **$100 million** unsecured revolving credit facility maturing in May 2024, with no borrowings outstanding as of September 30, 2021[165](index=165&type=chunk) [Market Risk Disclosures](index=31&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The primary market risk is foreign currency fluctuation, with a weak U.S. dollar positively impacting results - Approximately **22.7%** of the company's revenues were generated outside of the United States in the first nine months of 2021[169](index=169&type=chunk) - For the first nine months of 2021, currency exchange rate fluctuations increased reported service revenues by **$63.6 million** (1.7%) and net income by **$3.6 million** (1.7%) compared to the same period in 2020[170](index=170&type=chunk)[171](index=171&type=chunk) [Controls and Procedures](index=32&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[173](index=173&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings and Risk Factors](index=33&type=section&id=ITEM%201%20%26%201A.%20Legal%20Proceedings%20and%20Risk%20Factors) No material changes in legal proceedings or risk factors were reported since the last annual filing - There have been no material developments in legal proceedings or material changes to risk factors since the last annual report[175](index=175&type=chunk)[176](index=176&type=chunk) [Issuer Purchases of Equity Securities](index=33&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details its common stock repurchases for Q3 2021 and the remaining authorized amount Issuer Purchases of Equity Securities (Q3 2021) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 2021 | — | $— | | August 2021 | 214,178 | $101.42 | | September 2021 | 527,749 | $102.08 | | **Total Q3 2021** | **741,927** | **N/A** | - As of September 30, 2021, the company may yet purchase up to **7,694,176 shares** under its publicly announced repurchase plan[177](index=177&type=chunk) [Other Items (Items 3, 4, 5, 6)](index=33&type=section&id=Other%20Items) This section confirms no defaults, mine safety issues, or other material information to disclose - The company reports no defaults upon senior securities, no mine safety disclosures, and no other information under Item 5[178](index=178&type=chunk)[179](index=179&type=chunk)[181](index=181&type=chunk)

Robert Half International Inc. (NYSE:RHI) Q3 2021 Earnings Conference Call October 21, 2021 5:00 PM ET Company Participants Keith Waddell - President and Chief Executive Officer Michael Buckley - Chief Financial Officer Conference Call Participants Andrew Steinerman - JPMorgan Mark Marcon - Robert W. Baird Mario Cortellacci - Jefferies Jeffrey Silber - BMO Capital Markets Kevin McVeigh - Credit Suisse Gary Bisbee - Bank of America Tobey Sommer - Truist Securities George Tong - Goldman Sachs Operator He ...

PART I—FINANCIAL INFORMATION [Financial Statements](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for the quarterly period ended June 30, 2021, showing total assets grew to **$2.74 billion** and net income surged to **$259.8 million** Condensed Consolidated Statements of Financial Position (Balance Sheet) | Account | June 30, 2021 ($ thousands) | December 31, 2020 ($ thousands) | | :--- | :--- | :--- | | **Total current assets** | 2,053,229 | 1,842,738 | | **Total assets** | **2,741,368** | **2,557,424** | | **Total current liabilities** | 1,196,312 | 1,046,626 | | **Total liabilities** | 1,482,118 | 1,352,135 | | **Total stockholders' equity** | **1,259,250** | **1,205,289** | Condensed Consolidated Statements of Operations (Income Statement) | Metric | Three Months Ended June 30, 2021 ($ thousands) | Three Months Ended June 30, 2020 ($ thousands) | Six Months Ended June 30, 2021 ($ thousands) | Six Months Ended June 30, 2020 ($ thousands) | | :--- | :--- | :--- | :--- | :--- | | **Service revenues** | 1,580,581 | 1,108,326 | 2,978,961 | 2,615,017 | | **Gross margin** | 664,872 | 416,535 | 1,226,583 | 1,030,923 | | **Income before income taxes** | 203,862 | 58,024 | 353,968 | 189,787 | | **Net income** | **149,213** | **46,196** | **259,811** | **136,111** | | **Diluted EPS** | **$1.33** | **$0.41** | **$2.32** | **$1.20** | Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2021 ($ thousands) | Six Months Ended June 30, 2020 ($ thousands) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | 233,472 | 425,942 | | **Net cash used in investing activities** | (31,113) | (43,015) | | **Net cash used in financing activities** | (231,910) | (149,000) | | **Change in cash and cash equivalents** | (31,621) | 231,007 | [Note A: Summary of Significant Accounting Policies](index=7&type=section&id=Note%20A%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) The company provides specialized staffing and risk consulting services, preparing financial statements under U.S. GAAP, while monitoring COVID-19's impact on estimates - The company's primary operations involve specialized staffing in fields such as finance, accounting, technology, and legal, alongside global risk consulting services provided by its subsidiary, Protiviti[22](index=22&type=chunk) - The company continues to monitor the global economic uncertainty resulting from COVID-19, which affects the judgments and estimates required for financial reporting[25](index=25&type=chunk) [Note C: Revenue Recognition](index=10&type=section&id=Note%20C%E2%80%94Revenue%20Recognition) This note details revenue recognition policies for temporary staffing, permanent placement, and risk consulting segments, with revenue recognized as services are rendered or when offers are accepted Service Revenues by Line of Business ($ thousands) | Line of Business | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Temporary and consultant staffing | 978,281 | 1,867,557 | | Permanent placement staffing | 143,640 | 255,344 | | Risk consulting and internal audit services | 458,660 | 856,060 | | **Total Service Revenues** | **1,580,581** | **2,978,961** | - As of June 30, 2021, the company had an aggregate transaction price of **$173.5 million** allocated to unsatisfied performance obligations for contracts with an expected duration greater than one year, with **$162.9 million expected to be recognized within the next twelve months**[57](index=57&type=chunk) [Note J: Commitments and Contingencies](index=15&type=section&id=Note%20J%E2%80%94Commitments%20and%20Contingencies) The company is involved in two class-action lawsuits in California and extended its **$100 million** unsecured revolving credit facility to May 2024 with no outstanding borrowings - The company is defending against two class-action lawsuits in California related to employee compensation for interview time and misclassification of salaried recruiters, with the outcome and potential financial impact currently not predictable[75](index=75&type=chunk)[76](index=76&type=chunk) - The company extended its **$100 million unsecured revolving credit facility** to May 2024, and as of June 30, 2021, was in compliance with all financial covenants and had no outstanding borrowings under the facility[82](index=82&type=chunk) [Note K: Stockholders' Equity](index=16&type=section&id=Note%20K%E2%80%94Stockholders%27%20Equity) This note details the company's stock repurchase program, with **8.4 million shares** authorized for repurchase and **1.765 million shares** repurchased for **$143.6 million** in H1 2021 Common Stock Repurchases (Six Months Ended June 30) | Repurchase Type | 2021 Shares (thousands) | 2021 Cost ($ thousands) | 2020 Shares (thousands) | 2020 Cost ($ thousands) | | :--- | :--- | :--- | :--- | :--- | | **Open Market** | 1,514 | 124,210 | 983 | 51,477 | | **Employee Stock Plans** | 251 | 19,345 | 280 | 12,031 | [Note M: Business Segments](index=17&type=section&id=Note%20M%E2%80%94Business%20Segments) The company operates through three reportable segments, all showing significant year-over-year growth in revenue and income for Q2 2021, with performance evaluated based on segment income Segment Performance ($ thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Service Revenues** | | | | | | Temporary & consultant staffing | 978,281 | 753,386 | 1,867,557 | 1,845,506 | | Permanent placement staffing | 143,640 | 71,030 | 255,344 | 191,519 | | Risk consulting & internal audit | 458,660 | 283,910 | 856,060 | 577,992 | | **Segment Income** | | | | | | Temporary & consultant staffing | 94,010 | 28,390 | 169,688 | 122,154 | | Permanent placement staffing | 30,599 | (248) | 48,234 | 10,663 | | Risk consulting & internal audit | 79,980 | 30,107 | 137,303 | 56,576 | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=19&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's record-breaking Q2 and H1 2021 financial performance, driven by global demand acceleration, covering segment results, liquidity, and capital resources [Executive Overview](index=19&type=section&id=Executive%20Overview) The company achieved record service revenues and earnings in Q2 2021 due to global demand acceleration, with H1 revenues growing **14%** and net income increasing **91%** - The company experienced a **faster pace of recovery** than in prior economic cycles, driven by lean client staffing, higher attrition, and increased demand for skilled and remote professionals[98](index=98&type=chunk) - The economic backdrop was favorable, with U.S. real GDP increasing **6.5%** and the unemployment rate falling to **5.9%** at the end of Q2 2021, creating a competitive market for skilled talent[99](index=99&type=chunk) [Results of Operations - Three Months Ended June 30, 2021](index=21&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20June%2030%2C%202021) Total revenues increased **42.6%** year-over-year to **$1.58 billion** in Q2 2021, with strong growth across all segments driving significant gross margin expansion and a **252%** increase in income before taxes As Adjusted Revenue Growth vs. Prior Year (Q2 2021) | Segment | Global | United States | International | | :--- | :--- | :--- | :--- | | **Temporary and consultant staffing** | 27.2% | 27.7% | 25.1% | | **Permanent placement staffing** | 96.9% | 109.6% | 70.5% | | **Risk consulting and internal audit** | 58.8% | 62.8% | 43.5% | - Gross margin for temporary and consultant staffing increased to **39.7%** from 37.1% YoY, primarily due to higher pay-bill spreads[120](index=120&type=chunk) - Adjusted selling, general and administrative (SG&A) expenses as a percentage of revenue decreased from **32.9% to 29.4%** YoY, demonstrating positive operating leverage from increased revenues[124](index=124&type=chunk)[129](index=129&type=chunk) Segment Income vs. Prior Year (Q2) | Segment | 2021 Income ($M) | 2021 Margin | 2020 Income ($M) | 2020 Margin | | :--- | :--- | :--- | :--- | :--- | | **Temporary & consultant staffing** | 94.0 | 9.6% | 28.4 | 3.8% | | **Permanent placement staffing** | 30.6 | 21.3% | (0.2) | (0.3)% | | **Risk consulting & internal audit** | 80.0 | 17.4% | 30.1 | 10.6% | [Results of Operations - Six Months Ended June 30, 2021](index=26&type=section&id=Results%20of%20Operations%20-%20Six%20Months%20Ended%20June%2030%2C%202021) Total revenues grew **13.9%** to **$2.98 billion** in H1 2021, with permanent placement and risk consulting showing strong growth, leading to a nearly doubled income before taxes As Adjusted Revenue Growth vs. Prior Year (H1 2021) | Segment | Global | United States | International | | :--- | :--- | :--- | :--- | | **Temporary and consultant staffing** | 0.0% | -0.1% | 0.3% | | **Permanent placement staffing** | 30.9% | 32.0% | 28.3% | | **Risk consulting and internal audit** | 46.6% | 49.7% | 34.8% | - Gross margin for temporary and consultant staffing for the six-month period increased to **39.2%** from 37.5% YoY, driven by higher pay-bill spreads[142](index=142&type=chunk) Segment Income vs. Prior Year (H1) | Segment | 2021 Income ($M) | 2021 Margin | 2020 Income ($M) | 2020 Margin | | :--- | :--- | :--- | :--- | :--- | | **Temporary & consultant staffing** | 170 | 9.1% | 122 | 6.6% | | **Permanent placement staffing** | 48 | 18.9% | 11 | 5.6% | | **Risk consulting & internal audit** | 137 | 16.0% | 57 | 9.8% | [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$543 million** in cash, generating **$233 million** from operations in H1 2021, and expects internally generated cash to cover all working capital needs Cash Flow Summary (Six Months Ended June 30, $ millions) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | **Net cash from operating activities** | 233 | 426 | | **Net cash used in investing activities** | (31) | (43) | | **Net cash used in financing activities** | (232) | (149) | - During the first six months of 2021, the company repurchased **1.5 million shares** on the open market for **$124 million** and paid dividends of **$86 million**[162](index=162&type=chunk)[163](index=163&type=chunk) - The company maintains a **$100 million unsecured revolving credit facility**, extended to May 2024, with no borrowings as of June 30, 2021[166](index=166&type=chunk) - A quarterly dividend of **$0.38 per share** was announced on August 3, 2021, payable on September 15, 2021[167](index=167&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is foreign currency fluctuations, with **22.9%** of H1 2021 revenues from outside the U.S., where a weakening U.S. dollar positively impacted reported results - For the six months ended June 30, 2021, **22.9%** of the company's revenues were generated outside the United States, exposing the company to foreign currency risk[171](index=171&type=chunk) - In H1 2021, currency exchange rates increased reported service revenues by **$32.0 million (2.9%)** and net income by **$2.2 million (4.8%)** compared to H1 2020[172](index=172&type=chunk) [Controls and Procedures](index=33&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2021, following modifications to internal controls due to a new financial processing system implementation - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of the end of the reporting period[176](index=176&type=chunk) - A new financial processing system was implemented in Q2 2021, leading to modifications in the design and documentation of internal controls related to the new platform[177](index=177&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings & Risk Factors](index=34&type=section&id=ITEM%201.%20Legal%20Proceedings%20%26%20ITEM%201A.%20Risk%20Factors) No material developments in legal proceedings or changes to risk factors have occurred since the 2020 Annual Report on Form 10-K - There have been no material developments in legal proceedings or material changes to risk factors since the company's 2020 Annual Report[180](index=180&type=chunk)[181](index=181&type=chunk) [Issuer Purchases of Equity Securities](index=34&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **717,242 shares** at an average price of approximately **$88.40 per share** during Q2 2021, with **8.4 million shares** remaining authorized for repurchase Share Repurchases (Q2 2021) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2021 | 50,000 | $87.91 | | May 2021 | 204,000 | $87.91 | | June 2021 | 463,242 | $88.56 | | **Total Q2 2021** | **717,242** | **-** |

Robert Half International Inc. (NYSE:RHI) Q2 2021 Earnings Conference Call July 22, 2021 5:00 PM ET Company Participants Keith Waddell – President and Chief Executive Officer Michael Buckley – Chief Financial Officer Conference Call Participants Mark Marcon – Robert W. Baird Jeff Silber – BMO Capital Markets Andrew Steinerman – JPMorgan Manav Patnaik – Barclays Ryan Gunning – Jefferies Kevin McVeigh – Credit Suisse Tobey Sommer – Truist Securities Gary Bisbee – Bank of America David Silver – CL King & Assoc ...

PART I—FINANCIAL INFORMATION [Financial Statements](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents Robert Half International Inc.'s unaudited condensed consolidated financial statements for Q1 2021, including financial position, operations, and cash flows [Condensed Consolidated Statements of Financial Position](index=2&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) | | March 31, 2021 (in millions) | December 31, 2020 (in millions) | | :--- | :--- | :--- | | **Total current assets** | $1,873.92 | $1,842.74 | | **Total assets** | $2,565.17 | $2,557.42 | | **Total current liabilities** | $1,076.59 | $1,046.63 | | **Total liabilities** | $1,367.47 | $1,352.14 | | **Total stockholders' equity** | $1,197.70 | $1,205.29 | [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | | Three Months Ended March 31, 2021 (in millions) | Three Months Ended March 31, 2020 (in millions) | | :--- | :--- | :--- | | **Service revenues** | $1,398.38 | $1,506.69 | | **Gross margin** | $561.71 | $614.39 | | **Income before income taxes** | $150.11 | $131.76 | | **Net income** | $110.60 | $89.92 | | **Diluted net income per share** | $0.98 | $0.79 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | | Three Months Ended March 31, 2021 (in millions) | Three Months Ended March 31, 2020 (in millions) | | :--- | :--- | :--- | | **Net cash flows provided by operating activities** | $68.06 | $124.93 | | **Net cash flows used in investing activities** | ($15.45) | ($28.35) | | **Net cash flows used in financing activities** | ($123.80) | ($110.50) | | **Change in cash and cash equivalents** | ($76.50) | ($20.56) | | **Cash and cash equivalents at end of period** | $497.93 | $249.91 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant accounting policies, revenue recognition, business segments, and other financial statement items, including disaggregated revenue and segment income - The company operates through **three main segments**: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services (Protiviti)[23](index=23&type=chunk)[27](index=27&type=chunk)[92](index=92&type=chunk) | Service Revenues by Line of Business (in millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Temporary and consultant staffing | $889.28 | $1,092.12 | | Permanent placement staffing | $111.70 | $120.49 | | Risk consulting and internal audit services | $397.40 | $294.08 | | **Total Service revenues** | **$1,398.38** | **$1,506.69** | | Segment Income (in millions) | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Temporary and consultant staffing | $75.54 | $93.76 | | Permanent placement staffing | $17.78 | $10.91 | | Risk consulting and internal audit services | $57.32 | $26.47 | | **Combined segment income** | **$150.64** | **$131.14** | - The company is involved in two putative class action lawsuits in California concerning employee compensation and classification, for which it is not feasible to predict the outcome or a range of loss[78](index=78&type=chunk)[79](index=79&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=19&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2021 financial results, highlighting an early recovery with overall revenue decreasing **7.2%** to **$1.40 billion**, and Protiviti's revenues growing **35%** [Executive Overview](index=19&type=section&id=Executive%20Overview) - Q1 2021 financial results reflect an early-cycle recovery from the COVID-19 pandemic, with service revenues of **$1.40 billion**, a decrease of **7.2%** from the prior year[101](index=101&type=chunk) - Staffing operations outperformed historical sequential trends, led by small and medium-sized businesses and a **22%** sequential growth in permanent placement[102](index=102&type=chunk) - Protiviti (risk consulting) revenues grew **35%** year-on-year, marking its **14th consecutive quarter** of YoY revenue gains, with strong demand for managed solutions with staffing[102](index=102&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) | Segment Revenue Growth (YoY Q1 2021) | As Reported | As Adjusted | | :--- | :--- | :--- | | Temporary and consultant staffing | -18.6% | -18.9% | | Permanent placement staffing | -7.3% | -8.1% | | Risk consulting and internal audit services | +35.1% | +34.7% | - Temporary and consultant staffing revenue decreased primarily due to fewer hours worked by engagement professionals[120](index=120&type=chunk) - Risk consulting and internal audit services (Protiviti) revenue increased due to a rise in billable hours[123](index=123&type=chunk) - Overall gross margin dollars decreased **8.6%** to **$562 million**; as a percentage of revenue, gross margin for temporary staffing increased to **38.8%** from **37.8%**, while for risk consulting it decreased to **26.5%** from **27.6%** on a reported basis[124](index=124&type=chunk)[125](index=125&type=chunk)[128](index=128&type=chunk) - Selling, general and administrative (SG&A) expenses decreased **4.5%** to **$423 million**; as a percentage of revenues, adjusted SG&A was **29.5%** in Q1 2021 compared to **31.8%** in Q1 2020[129](index=129&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) | Cash Flow Summary (Three Months Ended March 31, 2021) | Amount (in millions) | | :--- | :--- | | Cash from Operating Activities | $68 | | Cash used in Investing Activities | ($15) | | Cash used in Financing Activities | ($124) | | **Cash and cash equivalents at end of period** | **$498** | - Financing activities in Q1 2021 included **$80 million** in common stock repurchases and **$44 million** in dividend payments[146](index=146&type=chunk) - The company has a **$100 million** unsecured revolving credit facility, with no borrowings as of March 31, 2021[150](index=150&type=chunk) - A quarterly dividend of **$0.38 per share** was announced on April 29, 2021[151](index=151&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is foreign currency fluctuations, with **23%** of Q1 2021 revenues from outside the U.S - For Q1 2021, **23%** of revenues were generated outside the United States, exposing the company to foreign currency risk[155](index=155&type=chunk) - In Q1 2021, currency exchange rates increased reported net service revenues by **$22.6 million** (**1.5%**) and net income by **$0.8 million** (**0.9%**) compared to the prior year period[156](index=156&type=chunk) [Controls and Procedures](index=27&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2021 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[158](index=158&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=28&type=section&id=ITEM%201.%20Legal%20Proceedings) No material developments in legal proceedings have occurred since the 2020 Annual Report on Form 10-K - No material developments occurred in legal proceedings previously disclosed in the 2020 Form 10-K[161](index=161&type=chunk) [Risk Factors](index=28&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes were reported for the risk factors previously disclosed in the 2020 Annual Report on Form 10-K - No material changes were reported for the risk factors previously disclosed in the 2020 Form 10-K[162](index=162&type=chunk) [Issuer Purchases of Equity Securities](index=28&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's common stock repurchases during Q1 2021, totaling **1,048,029** shares | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 1 - Jan 31, 2021 | — | $— | | Feb 1 - Feb 28, 2021 | 246,623 | $76.79 | | Mar 1 - Mar 31, 2021 | 801,406 | $76.53 | | **Total Q1 2021** | **1,048,029** | | - As of March 31, 2021, **9,151,000 shares** remained authorized for repurchase under the company's publicly announced plan[163](index=163&type=chunk)[164](index=164&type=chunk)

Robert Half International Inc. (NYSE:RHI) Q1 2021 Earnings Conference Call April 21, 2021 5:00 PM ET Company Participants Keith Waddell - President and CEO Michael Buckley - Chief Financial Officer Conference Call Participants Andrew Steinerman - JPMorgan Mark Marcon - Robert W. Baird Jeff Silber - BMO Capital Markets Manav Patnaik - Barclays Kevin McVeigh - Credit Suisse Gary Bisbee - BofA Securities Tobey Sommer - Truist Securities Hamzah Mazari - Jefferies George Tong - Goldman Sachs Operator Hello. And ...

PART I [Business Overview](index=3&type=section&id=Item%201.%20Business) Robert Half International Inc. provides specialized staffing and risk consulting services globally, emphasizing quality control, human capital management, and diverse professional placements - Robert Half International Inc. provides specialized staffing and risk consulting services through divisions like Accountemps, Robert Half Finance & Accounting, OfficeTeam, Robert Half Technology, Robert Half Management Resources, Robert Half Legal, The Creative Group, and Protiviti[9](index=9&type=chunk) - Protiviti, a wholly owned subsidiary, is a global business consulting and internal audit firm specializing in risk, advisory, and transactional services, formed in 2002 from over 700 professionals from Arthur Andersen LLP[9](index=9&type=chunk)[10](index=10&type=chunk) - As of December 31, 2020, the Company conducted staffing services through **326 offices** in 42 states, D.C., and 17 foreign countries, while Protiviti had **62 offices** in 23 states and 12 foreign countries[23](index=23&type=chunk)[24](index=24&type=chunk) - The Company had approximately **13,000 full-time internal staff** (5,000 in Protiviti) and placed about **150,500 engagement professionals** on assignments in 2020, a decrease from 16,000 internal staff (4,500 in Protiviti) and 205,600 placements in 2019[27](index=27&type=chunk) - The company is committed to diversity and inclusion, with **55% of its global workforce** and **46% of managerial roles** held by females as of June 30, 2020. Approximately **30% of the U.S. workforce** was from underrepresented groups[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) [Risk Factors](index=7&type=section&id=Item%201A.%20Risk%20Factors) The Company faces economic downturns, international operational complexities, intense competition, recruitment challenges, legal liabilities, technological changes, and cybersecurity threats - Demand for the Company's services is highly dependent on global economic activity and employment levels, making it vulnerable to economic downturns, as seen with the COVID-19 pandemic[37](index=37&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - Operating internationally exposes the Company to risks such as political and economic instability, compliance with foreign laws, adverse tax consequences, and foreign currency exchange fluctuations[39](index=39&type=chunk) - The staffing business is highly competitive with low barriers to entry, and the Company faces competition in attracting both clients and skilled candidates, particularly when unemployment is low[25](index=25&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - The Company is dependent on its management and employees, and failure to attract and retain such personnel could harm its business[52](index=52&type=chunk) - Technological advances like AI, machine learning, and automation impact the Company's services and client needs, requiring continuous investment to remain competitive[53](index=53&type=chunk)[54](index=54&type=chunk) - The Company is a defendant in several class action lawsuits alleging wage and hour violations and Fair Credit Reporting Act non-compliance, which could result in substantial liabilities and adverse publicity[61](index=61&type=chunk)[62](index=62&type=chunk) - The Company's computer and communications systems are vulnerable to damage, interruption, and cyber-attacks, which could lead to legal liability, reputational harm, and increased costs[68](index=68&type=chunk)[69](index=69&type=chunk) [Unresolved Staff Comments](index=13&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The Company has no unresolved staff comments to report [Properties](index=13&type=section&id=Item%202.%20Properties) The Company's headquarters are in Menlo Park and San Ramon, California, with 326 leased staffing offices and 62 leased Protiviti offices globally as of December 31, 2020 - Company headquarters are in Menlo Park and San Ramon, California[78](index=78&type=chunk) - As of December 31, 2020, staffing services operated through **326 leased offices** in 42 states, D.C., and 17 foreign countries[78](index=78&type=chunk) - As of December 31, 2020, Protiviti had **62 leased offices** in 23 states and 12 foreign countries[78](index=78&type=chunk) [Legal Proceedings](index=14&type=section&id=Item%203.%20Legal%20Proceedings) The Company is involved in two significant class action lawsuits in California concerning wage and hour violations and employee misclassification, with outcomes currently unpredictable - Plaintiff Jessica Gentry filed a class action lawsuit in California alleging denial of compensation for interview time and inaccurate wage statements, seeking unspecified damages and penalties[80](index=80&type=chunk) - Plaintiff Shari Dorff filed a class action lawsuit in California alleging misclassification of salaried recruiters as exempt, failure to provide meal/rest breaks, untimely wage payments, and improper denial of expense reimbursement, seeking unspecified damages and penalties[81](index=81&type=chunk) - The Company believes it has meritorious defenses and intends to vigorously defend against these litigations; the outcome and potential loss range are not feasible to predict, so no amounts are recorded in financial statements[80](index=80&type=chunk)[81](index=81&type=chunk) [Mine Safety Disclosure](index=14&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This item is not applicable to the Company PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=15&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The Company's Common Stock trades on the NYSE under 'RHI', with 1,225 holders of record as of January 31, 2021, and significant share repurchases in Q4 2020 - The Company's Common Stock is listed on the New York Stock Exchange under the symbol 'RHI'[87](index=87&type=chunk) - As of January 31, 2021, there were **1,225 holders of record** of the Common Stock[87](index=87&type=chunk) Issuer Purchases of Equity Securities (Q4 2020) | Period | Total Number of Shares Purchased | Average Price Paid Per Share ($) | Number of Shares Purchased as Part of Publicly Announced Plans | Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans | |---|---|---|---|---| | Oct 1, 2020 to Oct 31, 2020 | 248,680 | $49.79 | 248,680 | 10,773,102 | | Nov 1, 2020 to Nov 30, 2020 | 250,000 | $58.02 | 250,000 | 10,523,102 | | Dec 1, 2020 to Dec 31, 2020 | 657,183 | $63.51 | 575,146 | 9,947,956 | | **Total Q4 2020** | **1,155,863** | | **1,073,826** | | Equity Compensation Plan Information (as of Dec 31, 2020) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (A) | Weighted average exercise price of outstanding options, warrants and rights (B) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) (C) | |---|---|---|---| | Equity compensation plans approved by security holders | — | — | 4,297,266 | | Equity compensation plans not approved by security holders | — | — | — | | **Total** | **—** | **—** | **4,297,266** | [Selected Financial Data](index=17&type=section&id=Item%206.%20Selected%20Financial%20Data) The Company's five-year financial data shows a significant decline in 2020 service revenues and net income due to COVID-19, reversing prior growth, while assets and equity grew Selected Income Statement Data (2016-2020, in thousands) | Income Statement Data | 2020 | 2019 | 2018 | 2017 | 2016 | |---|---|---|---|---|---| | Service revenues | $5,109,000 | $6,074,432 | $5,800,271 | $5,266,789 | $5,250,399 | | Net income | $306,276 | $454,433 | $434,288 | $290,584 | $343,389 | | Diluted Net Income Per Share ($) | $2.70 | $3.90 | $3.57 | $2.33 | $2.67 | | Dividends Declared Per Share ($) | $1.36 | $1.24 | $1.12 | $0.96 | $0.88 | Selected Balance Sheet Data (2016-2020, in thousands) | Balance Sheet Data | 2020 | 2019 | 2018 | 2017 | 2016 | |---|---|---|---|---|---| | Total assets | $2,557,424 | $2,311,408 | $1,903,097 | $1,867,454 | $1,777,971 | | Stockholders' equity | $1,205,289 | $1,143,683 | $1,063,198 | $1,105,265 | $1,086,599 | - The Company changed its Consolidated Statements of Operations to separately present (income) loss from investments held in employee deferred compensation trusts, which has no net cost impact on the Company's pre-tax or after-tax income or cash flow[94](index=94&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion highlights the significant impact of the COVID-19 pandemic on 2020 financial results, with revenue declines in staffing offset by Protiviti's growth, alongside cost management and technology investments - Annual service revenues decreased by **15.9% to $5.11 billion** in 2020 due to the COVID-19 pandemic, with net income falling to **$306 million** and diluted EPS to **$2.70**[96](index=96&type=chunk) - The temporary and consultant staffing segment and permanent placement staffing segment experienced revenue declines, while the risk consulting and internal audit services segment (Protiviti) increased revenue by **11.8%** in 2020[96](index=96&type=chunk) - The Company decreased headcount in staffing lines of business but increased headcount in Protiviti in 2020, aligning staffing levels with expected revenue growth and productivity[101](index=101&type=chunk) - Capital expenditures in 2020 totaled **$67 million**, with approximately **71%** invested in software initiatives and technology infrastructure, including **$33 million** for cloud computing implementations[102](index=102&type=chunk) - The Company's most critical accounting policies involve subjective decisions and assessments related to service revenues (recognized upon delivery) and income taxes (judgments on enacted tax laws and deferred tax asset realization)[103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) [Executive Overview](index=18&type=section&id=7.1.%20Executive%20Overview) The Company's 2020 financial performance was severely impacted by the COVID-19 pandemic, leading to a 15.9% decline in service revenues, though Protiviti achieved double-digit growth - Annual service revenues decreased by **15.9% to $5.11 billion** in 2020, with net income falling to **$306 million** and diluted net income per share to **$2.70**, primarily due to the COVID-19 pandemic[96](index=96&type=chunk) - Protiviti continued its multi-year double-digit revenue growth, showing particular strength in technology consulting and benefiting from blended solutions with staffing operations[99](index=99&type=chunk) - The U.S. unemployment rate increased from **3.5%** in December 2019 to a peak of **14.7%** in April 2020, ending at **6.7%** in December 2020, reflecting the economic uncertainty[100](index=100&type=chunk) - The Company transitioned a majority of its global staffing and Protiviti employees to remote work, maintaining full operations even where physical locations were closed[97](index=97&type=chunk) [Critical Accounting Policies and Estimates](index=19&type=section&id=7.2.%20Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve significant judgment in revenue recognition across segments and income tax accounting, including deferred tax assets and valuation allowances - Revenues are recognized when promised goods or services are delivered to customers, reflecting the consideration the Company expects to be entitled to[104](index=104&type=chunk) - The Company makes judgments and interpretations based on enacted tax laws to establish deferred income tax assets and liabilities and its provision for income taxes[105](index=105&type=chunk) - Valuation allowances of **$24.1 million** and **$21.6 million** were recorded as of December 31, 2020 and 2019, respectively, primarily for net operating losses in certain foreign operations[106](index=106&type=chunk) [Recent Accounting Pronouncements](index=20&type=section&id=7.3.%20Recent%20Accounting%20Pronouncements) The Company adopted new accounting guidance in 2020 for credit losses, goodwill impairment, and reference rate reform, none of which had a material financial impact - The Company adopted the Current Expected Credit Losses Model (ASC 326) as of January 1, 2020, with an immaterial impact on financial statements[213](index=213&type=chunk) - The Company adopted guidance simplifying the goodwill impairment testing process as of January 1, 2020, with an immaterial impact on financial statements[214](index=214&type=chunk) - The Company applied ASU 2020-04, 'Reference Rate Reform,' which provides optional guidance for contracts and hedging relationships affected by LIBOR discontinuation, with an immaterial impact[215](index=215&type=chunk) [Results of Operations](index=20&type=section&id=7.4.%20Results%20of%20Operations) In 2020, total revenues decreased by 15.9% to $5.11 billion due to staffing declines, while risk consulting grew by 11.8%, leading to a 32.6% drop in net income before taxes - The Company's revenues were **$5.11 billion** for the year ended December 31, 2020, decreasing by **15.9%** compared to **$6.07 billion** in 2019, primarily due to global economic disruptions from COVID-19[119](index=119&type=chunk) Revenue Performance by Segment (2020 vs. 2019, in millions) | Segment | 2020 Revenue | 2019 Revenue | YoY Change (%) | As Adjusted YoY Change (%) | |---|---|---|---|---| | Temporary and consultant staffing | $3,480 | $4,410 | -21.2% | -21.5% | | Permanent placement staffing | $370 | $533 | -30.6% | -30.9% | | Risk consulting and internal audit services | $1,260 | $1,130 | +11.8% | +11.0% | Gross Margin and SG&A (2020 vs. 2019, in billions) | Metric | 2020 | 2019 | YoY Change (%) | |---|---|---|---| | Gross margin dollars | $2.01 | $2.53 | -20.3% | | Selling, general and administrative expenses | $1.67 | $1.96 | -14.9% | Income Before Income Taxes and Combined Segment Income (2020 vs. 2019, in millions) | Metric | 2020 | 2019 | YoY Change (%) | |---|---|---|---| | Income before income taxes | $422 | $626 | -32.6% | | Combined segment income | $422 | $622 | -32.2% | | Provision for income taxes | $115.6 | $171.1 | -32.4% | - The Company uses non-GAAP measures like 'as adjusted' revenue growth rates (removing foreign currency and billing day impacts) and 'combined segment income' (income before income taxes adjusted for net interest income and amortization of intangible assets) to evaluate financial performance[112](index=112&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) In 2020, the Company generated $597 million in operating cash flow, increasing cash to $574 million, while using $315 million for financing activities including stock repurchases and dividends Cash and Cash Equivalents (2020 vs. 2019, in millions) | Metric | December 31, 2020 | December 31, 2019 | |---|---|---| | Cash and cash equivalents | $574 | $270 | Cash Flow Activities (2020 vs. 2019, in millions) | Activity | 2020 | 2019 | |---|---|---| | Net cash provided by operating activities | $597 | $520 | | Net cash provided by (used in) investing activities | $9 | ($102) | | Net cash used in financing activities | ($315) | ($423) | - In 2020, the Company repurchased approximately **2.5 million shares** of common stock for **$138 million** and paid **$156 million** in dividends to stockholders[151](index=151&type=chunk)[152](index=152&type=chunk) - As of December 31, 2020, the Company was authorized to repurchase up to **9.9 million additional shares** of common stock[152](index=152&type=chunk) - The Company entered into a new **$100 million unsecured revolving credit facility** in May 2020, with no borrowings outstanding as of December 31, 2020[155](index=155&type=chunk) Contractual Obligations (as of Dec 31, 2020, in thousands) | Contractual Obligations | 2021 | 2022 and 2023 | 2024 and 2025 | Thereafter | Total | |---|---|---|---|---|---| | Debt obligations | $252 | $— | $— | $— | $252 | | Operating lease obligations | $78,303 | $122,061 | $73,582 | $28,727 | $302,673 | | Purchase obligations | $80,161 | $23,892 | $4,049 | $7,233 | $115,335 | | Other liabilities | $1,436 | $1,162 | $2,813 | $13,518 | $18,929 | | **Total** | **$160,152** | **$147,115** | **$80,444** | **$49,478** | **$437,189** | [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company faces market risks primarily from foreign currency fluctuations, with 22% of 2020 revenues from outside the U.S., though the net income impact was immaterial - Approximately **22%** of the Company's revenues in 2020 were generated outside the United States, exposing it to foreign currency fluctuations[161](index=161&type=chunk) - In 2020, currency exchange rates decreased reported service revenues by **$1.6 million** (less than **0.1%**) and lowered reported net income by **$0.9 million** (**0.2%**), with the effect on revenues largely offset by decreased operating expenses[162](index=162&type=chunk) - The COVID-19 pandemic introduced significant uncertainty, impacting judgments and estimates for financial statements, with potential for meaningful impacts in future periods[159](index=159&type=chunk) - Fluctuations in currency exchange rates impact the U.S. dollar amount of stockholders' equity through translation adjustments, but generally do not affect cash flow or result in actual economic gains or losses[164](index=164&type=chunk) [Financial Statements and Supplementary Data](index=30&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the Company's audited consolidated financial statements for 2020, 2019, and 2018, including detailed notes and the independent auditor's report confirming fair presentation and effective internal controls - The consolidated financial statements include the Statements of Financial Position, Operations, Comprehensive Income (Loss), Stockholders' Equity, and Cash Flows for the years ended December 31, 2020, 2019, and 2018[305](index=305&type=chunk) - PricewaterhouseCoopers LLP audited the consolidated financial statements and internal control over financial reporting, issuing an unqualified opinion on both for the period ended December 31, 2020[280](index=280&type=chunk)[281](index=281&type=chunk) - A critical audit matter identified was related to income taxes, specifically management's significant judgment and estimation in assessing tax laws and the realizability of deferred income tax assets[289](index=289&type=chunk) [Consolidated Statements of Financial Position](index=30&type=section&id=Consolidated%20Statements%20of%20Financial%20Position) As of December 31, 2020, total assets increased to $2.56 billion, driven by higher cash, while liabilities rose to $1.35 billion and stockholders' equity grew to $1.21 billion Consolidated Statements of Financial Position (in thousands) | ASSETS | December 31, 2020 | December 31, 2019 | |---|---|---| | Cash and cash equivalents | $574,426 | $270,478 | | Accounts receivable, net | $714,163 | $832,797 | | Employee deferred compensation trust assets | $406,634 | $398,442 | | Total current assets | $1,842,738 | $1,628,849 | | Property and equipment, net | $109,817 | $128,385 | | Goodwill | $223,055 | $210,364 | | Total assets | $2,557,424 | $2,311,408 | | **LIABILITIES** | | | | Accounts payable and accrued expenses | $130,770 | $123,841 | | Accrued payroll and benefit costs | $397,877 | $322,404 | | Employee deferred compensation plan obligations | $435,121 | $421,198 | | Total current liabilities | $1,046,626 | $940,692 | | Total liabilities | $1,352,135 | $1,167,725 | | **STOCKHOLDERS' EQUITY** | | | | Total stockholders' equity | $1,205,289 | $1,143,683 | | Total liabilities and stockholders' equity | $2,557,424 | $2,311,408 | [Consolidated Statements of Operations](index=31&type=section&id=Consolidated%20Statements%20of%20Operations) In 2020, service revenues decreased to $5.11 billion, resulting in a gross margin of $2.01 billion and a significant decline in net income to $306.28 million, with diluted EPS at $2.70 Consolidated Statements of Operations (in thousands, except per share amounts) | Metric | 2020 | 2019 | 2018 | |---|---|---|---| | Service revenues | $5,109,000 | $6,074,432 | $5,800,271 | | Costs of services | $3,096,389 | $3,549,303 | $3,389,259 | | Gross margin | $2,012,611 | $2,525,129 | $2,411,012 | | Selling, general and administrative expenses | $1,666,041 | $1,958,295 | $1,810,601 | | (Income) loss from investments held in employee deferred compensation trusts | ($75,188) | ($54,917) | $11,486 | | Income before income taxes | $421,882 | $625,515 | $591,602 | | Provision for income taxes | $115,606 | $171,082 | $157,314 | | Net income | $306,276 | $454,433 | $434,288 | | Net income per share: Basic ($) | $2.72 | $3.93 | $3.60 | | Net income per share: Diluted ($) | $2.70 | $3.90 | $3.57 | | Dividends declared per share ($) | $1.36 | $1.24 | $1.12 | [Consolidated Statements of Comprehensive Income (Loss)](index=32&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) In 2020, total comprehensive income was $321.53 million, including net income of $306.28 million and $15.25 million in other comprehensive income, primarily from foreign currency translation Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Metric | 2020 | 2019 | 2018 | |---|---|---|---| | Net income | $306,276 | $454,433 | $434,288 | | Other comprehensive income (loss): Foreign currency translation adjustments, net of tax | $18,973 | ($1,553) | ($19,616) | | Other comprehensive income (loss): Foreign defined benefit plans, net of tax | ($3,719) | ($2,324) | $— | | Total other comprehensive income (loss) | $15,254 | ($3,877) | ($19,616) | | Total comprehensive income (loss) | $321,530 | $450,556 | $414,672 | [Consolidated Statements of Stockholders' Equity](index=33&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) As of December 31, 2020, total stockholders' equity increased to $1.21 billion, driven by net income and stock-based compensation, partially offset by dividends and stock repurchases Consolidated Statements of Stockholders' Equity (in thousands) | Metric | Balance at Dec 31, 2019 | Net income | Other comprehensive income (loss) | Dividends declared | Stock-based compensation | Repurchases of common stock | Balance at Dec 31, 2020 | |---|---|---|---|---|---|---|---| | Total Stockholders' Equity | $1,143,683 | $306,276 | $15,254 | ($156,045) | $52,486 | ($155,807) | $1,205,289 | - Dividends declared per share were **$1.36** in 2020, an increase from **$1.24** in 2019 and **$1.12** in 2018[169](index=169&type=chunk) [Consolidated Statements of Cash Flows](index=34&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In 2020, operating activities provided $596.53 million in cash, while investing activities provided $9.46 million, and financing activities used $315.33 million, leading to a cash increase of $303.95 million Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | 2020 | 2019 | 2018 | |---|---|---|---| | Net cash flows provided by operating activities | $596,528 | $519,629 | $572,322 | | Net cash flows provided by (used in) investing activities | $9,461 | ($102,138) | ($88,509) | | Net cash flows used in financing activities | ($315,325) | ($423,366) | ($490,115) | | Change in cash and cash equivalents | $303,948 | ($6,101) | ($18,174) | | Cash and cash equivalents at end of period | $574,426 | $270,478 | $276,579 | - Cash paid for interest was **$0.58 million** in 2020, and income taxes (net of refunds) was **$128.32 million**[178](index=178&type=chunk) [Notes to Consolidated Financial Statements](index=35&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail the Company's accounting policies, revenue recognition, impact of COVID-19, fair value measurements, and specific financial data, including recent accounting pronouncements and the acquisition of Identropy, Inc [Note A—Summary of Significant Accounting Policies](index=35&type=section&id=Note%20A%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) This note outlines the Company's core accounting principles, including revenue recognition, consolidation, use of estimates, fair value measurements, and policies for assets, liabilities, and income taxes - The Company's operations are subject to U.S. federal, state and local, and foreign income taxes, with deferred tax assets and liabilities measured using current enacted tax rates[202](index=202&type=chunk) - The Company changed its Consolidated Statements of Operations to separately present (income) loss from investments held in employee deferred compensation trusts, which is fully offset by related costs and expenses, resulting in no net cost[188](index=188&type=chunk) - The Company adopted the Current Expected Credit Losses Model (ASC 326) as of January 1, 2020, establishing allowances for potential credit losses based on customer credit profiles, historical data, and macroeconomic trends[195](index=195&type=chunk)[319](index=319&type=chunk) - Goodwill is not amortized but tested at least annually for impairment; no impairment adjustment was required as of June 30, 2020[201](index=201&type=chunk) [Note B—New Accounting Pronouncements](index=40&type=section&id=Note%20B%E2%80%94New%20Accounting%20Pronouncements) In 2020, the Company adopted new accounting guidance for credit losses, goodwill impairment, and reference rate reform, all with an immaterial impact on financial statements - The Company adopted the Current Expected Credit Losses Model (ASC 326) on January 1, 2020, with an immaterial impact[213](index=213&type=chunk) - The Company adopted guidance simplifying the goodwill impairment testing process on January 1, 2020, with an immaterial impact[214](index=214&type=chunk) - The Company applied ASU 2020-04, 'Reference Rate Reform,' effective immediately, with an immaterial impact on its financial statements[215](index=215&type=chunk) [Note C—Revenue Recognition](index=40&type=section&id=Note%20C%E2%80%94Revenue%20Recognition) Revenue is recognized across three segments: temporary staffing (gross basis), permanent placement (upon acceptance), and risk consulting (over time), with intersegment revenues eliminated - Revenues are derived from temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services, recognized when goods or services are delivered[216](index=216&type=chunk) - Temporary and consultant staffing revenue is recorded on a gross basis because the Company acts as a principal, bearing risks of hiring, pricing, and payment[218](index=218&type=chunk) - Permanent placement staffing revenues are recognized when candidates accept offers, with contract liabilities established for estimated guarantee period adjustments[220](index=220&type=chunk) Service Revenues by Line of Business (in thousands) | Line of Business | 2020 | 2019 | 2018 | |---|---|---|---| | Accountemps | $1,558,024 | $1,985,221 | $1,941,544 | | OfficeTeam | $764,947 | $1,040,755 | $1,065,427 | | Robert Half Technology | $695,418 | $765,831 | $717,166 | | Robert Half Management Resources | $698,942 | $792,757 | $738,810 | | Elimination of intersegment revenues | ($239,996) | ($172,439) | ($132,381) | | **Temporary and consultant staffing** | **$3,477,335** | **$4,412,125** | **$4,330,566** | | Permanent placement staffing | $370,109 | $533,432 | $511,989 | | Risk consulting and internal audit services | $1,261,556 | $1,128,875 | $957,716 | | **Service revenues** | **$5,109,000** | **$6,074,432** | **$5,800,271** | [Note D—Other Current Assets](index=42&type=section&id=Note%20D%E2%80%94Other%20Current%20Assets) Other current assets increased to $147.52 million as of December 31, 2020, from $127.13 million in 2019, primarily comprising prepaid expenses and other miscellaneous assets Other Current Assets (in thousands) | Category | December 31, 2020 | December 31, 2019 | |---|---|---| | Prepaid expenses | $97,674 | $84,364 | | Other | $49,841 | $42,768 | | **Total other current assets** | **$147,515** | **$127,132** | [Note E—Property and Equipment, Net](index=42&type=section&id=Note%20E%E2%80%94Property%20and%20Equipment,%20Net) Net property and equipment decreased to $109.82 million as of December 31, 2020, from $128.39 million in 2019, due to accumulated depreciation exceeding new additions Property and Equipment, Net (in thousands) | Category | December 31, 2020 | December 31, 2019 | |---|---|---| | Computer hardware | $159,180 | $164,547 | | Computer software | $250,585 | $291,681 | | Furniture and equipment | $91,112 | $88,136 | | Leasehold improvements | $164,807 | $150,644 | | **Property and equipment, cost** | **$665,684** | **$695,008** | | Accumulated depreciation | ($555,867) | ($566,623) | | **Property and equipment, net** | **$109,817** | **$128,385** | [Note F—Leases](index=43&type=section&id=Note%20F%E2%80%94Leases) Operating lease expense was $81.5 million in 2020, with a weighted average remaining lease term of 4.5 years and total operating lease liabilities of $302.47 million as of December 31, 2020 - Operating lease expense was **$81.5 million** in 2020, compared to **$77.7 million** in 2019[231](index=231&type=chunk) - As of December 31, 2020, the weighted average remaining lease term for operating leases was **4.5 years**, with a weighted average discount rate of **2.6%**[232](index=232&type=chunk) Future Minimum Lease Payments (in thousands) | Year | Amount | |---|---| | 2021 | $84,849 | | 2022 | $71,119 | | 2023 | $59,211 | | 2024 | $47,478 | | 2025 | $29,173 | | Thereafter | $29,440 | | Less: Imputed interest | ($18,797) | | **Present value of operating lease liabilities** | **$302,473** | [Note G—Goodwill](index=44&type=section&id=Note%20G%E2%80%94Goodwill) Goodwill increased to $223.06 million as of December 31, 2020, primarily due to Protiviti's acquisition of Identropy, Inc., adding $12.2 million to the risk consulting segment Goodwill Activity by Segment (in thousands) | Segment | Balance as of Dec 31, 2019 | Acquisitions | Foreign currency translation adjustments | Balance as of Dec 31, 2020 | |---|---|---|---|---| | Temporary and consultant staffing | $134,210 | $— | $301 | $134,511 | | Permanent placement staffing | $26,097 | $— | $83 | $26,180 | | Risk consulting and internal audit services | $50,057 | $12,199 | $108 | $62,364 | | **Total Goodwill** | **$210,364** | **$12,199** | **$492** | **$223,055** | - In December 2020, Protiviti acquired Identropy, Inc., a security consulting firm, resulting in **$12.2 million** in goodwill for the risk consulting and internal audit services segment[236](index=236&type=chunk) [Note H—Accrued Payroll and Benefit Costs](index=44&type=section&id=Note%20H%E2%80%94Accrued%20Payroll%20and%20Benefit%20Costs) Accrued payroll and benefit costs increased to $397.88 million as of December 31, 2020, including $102.2 million in deferred payroll taxes under the CARES Act Accrued Payroll and Benefit Costs (in thousands) | Category | December 31, 2020 | December 31, 2019 | |---|---|---| | Payroll and benefits | $311,169 | $280,918 | | Payroll taxes | $67,712 | $21,831 | | Workers' compensation | $18,996 | $19,655 | | **Total accrued payroll and benefit costs** | **$397,877** | **$322,404** | - The Company deferred paying **$102.2 million** of applicable payroll taxes as of December 31, 2020, under the CARES Act[237](index=237&type=chunk) [Note I—Employee Deferred Compensation Plan Obligations](index=44&type=section&id=Note%20I%E2%80%94Employee%20Deferred%20Compensation%20Plan%20Obligations) Employee deferred compensation plan obligations rose to $435.12 million as of December 31, 2020, with $406.63 million in assets, and compensation expense significantly increased due to positive market returns - The liability value for nonqualified deferred compensation plans was **$435.1 million** as of December 31, 2020, with **$406.6 million** in assets held to satisfy these liabilities[238](index=238&type=chunk)[239](index=239&type=chunk) Employee Deferred Compensation Plan Expense (in thousands) | Category | 2020 | 2019 | 2018 | |---|---|---|---| | Contribution expense | $42,092 | $26,122 | $24,184 | | Employee deferred compensation expense (income) related to changes in the fair value of trust assets | $75,188 | $54,917 | ($11,486) | | **Total compensation expense** | **$117,280** | **$81,039** | **$12,698** | [Note J—Notes Payable](index=45&type=section&id=Note%20J%E2%80%94Notes%20Payable) The Company has a $0.2 million promissory note, a $35.0 million uncommitted letter of credit facility with $17.0 million utilized, and an undrawn $100 million unsecured revolving credit facility - A promissory note payable had a balance of **$0.2 million** at December 31, 2020, bearing **9.0% interest** and maturing in October 2021[242](index=242&type=chunk) - The Company has an uncommitted letter of credit facility of up to **$35.0 million**, with **$17.0 million** used as of December 31, 2020, mainly for workers' compensation collateral[243](index=243&type=chunk) - A new **$100 million unsecured revolving credit facility** was entered into in May 2020, with no borrowings outstanding as of December 31, 2020[244](index=244&type=chunk) [Note K—Income Taxes](index=45&type=section&id=Note%20K%E2%80%94Income%20Taxes) The 2020 provision for income taxes was $115.61 million, with an effective tax rate of 27.4%, and net deferred tax assets of $112.90 million, including a $24.13 million valuation allowance Provision for Income Taxes (in thousands) | Category | 2020 | 2019 | 2018 | |---|---|---|---| | Current: Federal | $79,926 | $107,699 | $99,830 | | Current: State | $27,401 | $39,028 | $38,356 | | Current: Foreign | $20,018 | $33,227 | $35,007 | | Deferred: Federal and state | ($9,089) | ($9,959) | ($15,849) | | Deferred: Foreign | ($2,650) | $1,087 | ($30) | | **Total provision for income taxes** | **$115,606** | **$171,082** | **$157,314** | Income Before Provision for Income Taxes (in thousands) | Category | 2020 | 2019 | 2018 | |---|---|---|---| | Domestic | $378,876 | $545,695 | $485,489 | | Foreign | $43,006 | $79,820 | $106,113 | | **Total income before income taxes** | **$421,882** | **$625,515** | **$591,602** | - The effective tax rate was **27.4%** for both 2020 and 2019[246](index=246&type=chunk) - Total deferred income tax assets, net, were **$112.9 million** as of December 31, 2020, including a valuation allowance of **$24.1 million** primarily against foreign net operating losses[247](index=247&type=chunk) - Gross unrecognized tax benefits totaled **$9.79 million** as of December 31, 2020, which, if recognized, would impact the effective tax rate[248](index=248&type=chunk) [Note L—Commitments and Contingencies](index=48&type=section&id=Note%20L%E2%80%94Commitments%20and%20Contingencies) The Company is involved in two significant class action lawsuits in California regarding wage and hour violations and employee misclassification, with unpredictable outcomes and no financial provisions made - The Company is a defendant in the Jessica Gentry class action lawsuit in California, alleging denial of compensation for interview time and inaccurate wage statements[253](index=253&type=chunk) - The Company is a defendant in the Shari Dorff class action lawsuit in California, alleging misclassification of salaried recruiters and various wage and hour violations[254](index=254&type=chunk) - The outcome of these lawsuits is not feasible to predict, and no amounts have been provided in the financial statements; the Company intends to vigorously defend against the allegations[253](index=253&type=chunk)[254](index=254&type=chunk) [Note M—Stockholders' Equity](index=49&type=section&id=Note%20M%E2%80%94Stockholders'%20Equity) As of December 31, 2020, the Company was authorized to repurchase 9.9 million additional shares, having repurchased 2.51 million shares for $138.41 million in 2020, while dividends per share increased to $1.36 - As of December 31, 2020, the Company was authorized to repurchase up to **9.9 million additional shares** of common stock[257](index=257&type=chunk) Common Stock Repurchases (in thousands, except shares) | Metric | 2020 | 2019 | 2018 | |---|---|---|---| | Common stock repurchased (in shares) | 2,505 | 4,253 | 5,614 | | Common stock repurchased (cost) | $138,408 | $250,154 | $351,194 | | Repurchases related to employee stock plans (in shares) | 366 | 352 | 235 | | Repurchases related to employee stock plans (cost) | $17,399 | $22,491 | $13,674 | - Dividends declared per share were **$1.36** in 2020, **$1.24** in 2019, and **$1.12** in 2018[258](index=258&type=chunk) [Note N—Stock Plans](index=49&type=section&id=Note%20N%E2%80%94Stock%20Plans) The Company grants restricted stock, stock units, and stock appreciation rights, with $73.9 million in unrecognized compensation cost and 4.3 million shares available for future grants as of December 31, 2020 - Grants generally vest on a straight-line basis over four years or on a cliff basis over three years[260](index=260&type=chunk) - In 2020, performance shares with Return on Invested Capital (ROIC) and Total Shareholder Return (TSR) conditions were granted to executives, valued using a Monte Carlo simulation[262](index=262&type=chunk) - Total unrecognized compensation cost, net of estimated forfeitures, was **$73.9 million** as of December 31, 2020[265](index=265&type=chunk) - Approximately **4.3 million shares** were available for future grants under the stock plans as of December 31, 2020[266](index=266&type=chunk) [Note O—Net Income Per Share](index=51&type=section&id=Note%20O%E2%80%94Net%20Income%20Per%20Share) For 2020, basic net income per share was $2.72 and diluted net income per share was $2.70, based on weighted average basic shares of 112.73 million and diluted shares of 113.32 million Net Income Per Share Calculation (in thousands, except per share amounts) | Metric | 2020 | 2019 | 2018 | |---|---|---|---| | Net income | $306,276 | $454,433 | $434,288 | | Basic weighted average shares | 112,729 | 115,656 | 120,513 | | Diluted weighted average shares | 113,318 | 116,411 | 121,602 | | Basic net income per share ($) | $2.72 | $3.93 | $3.60 | | Diluted net income per share ($) | $2.70 | $3.90 | $3.57 | - Potential common shares, including unvested performance-based restricted stock and stock units, contribute to the dilutive effect on net income per share[269](index=269&type=chunk) [Note P—Business Segments](index=51&type=section&id=Note%20P%E2%80%94Business%20Segments) The Company operates three segments: temporary and consultant staffing ($3.48 billion revenue), permanent placement staffing ($370.11 million revenue), and risk consulting and internal audit services ($1.26 billion revenue), with combined segment income of $421.76 million in 2020 - The Company has three reportable segments: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services[269](index=269&type=chunk) Service Revenues and Segment Income by Reportable Segment (in thousands) | Segment | 2020 Service Revenues | 2020 Segment Income | |---|---|---| | Temporary and consultant staffing | $3,477,335 | $237,279 | | Permanent placement staffing | $370,109 | $28,799 | | Risk consulting and internal audit services | $1,261,556 | $155,680 | | **Total Service Revenues** | **$5,109,000** | | | **Combined Segment Income** | | **$421,758** | - Intersegment revenues between temporary/consultant staffing and risk consulting/internal audit services were **$240.0 million** in 2020[273](index=273&type=chunk) Service Revenues by Geographic Location (in thousands) | Geographic Location | 2020 Service Revenues | |---|---| | Domestic | $3,984,742 | | Foreign | $1,124,258 | | **Total Service Revenues** | **$5,109,000** | [Note Q—Quarterly Financial Data (Unaudited)](index=53&type=section&id=Note%20Q%E2%80%94Quarterly%20Financial%20Data%20(Unaudited)) Unaudited quarterly data for 2020 shows a significant decline in service revenues and net income in Q2 due to COVID-19, followed by a gradual recovery in Q3 and Q4 Quarterly Financial Data (2020, in thousands, except per share amounts) | Metric | Q1 2020 | Q2 2020 | Q3 2020 | Q4 2020 | |---|---|---|---|---| | Service revenues | $1,506,691 | $1,108,326 | $1,189,897 | $1,304,086 | | Gross margin | $614,388 | $416,535 | $467,346 | $514,342 | | Income before income taxes | $131,763 | $58,024 | $102,510 | $129,585 | | Net income | $89,915 | $46,196 | $75,749 | $94,416 | | Basic net income per share ($) | $0.79 | $0.41 | $0.67 | $0.84 | | Diluted net income per share ($) | $0.79 | $0.41 | $0.67 | $0.84 | Quarterly Financial Data (2019, in thousands, except per share amounts) | Metric | Q1 2019 | Q2 2019 | Q3 2019 | Q4 2019 | |---|---|---|---|---| | Service revenues | $1,468,530 | $1,516,385 | $1,552,132 | $1,537,385 | | Gross margin | $605,401 | $636,589 | $646,278 | $636,861 | | Income before income taxes | $147,383 | $160,103 | $163,782 | $154,247 | | Net income | $109,798 | $114,612 | $117,181 | $112,842 | | Basic net income per share ($) | $0.94 | $0.98 | $1.02 | $0.99 | | Diluted net income per share ($) | $0.93 | $0.98 | $1.01 | $0.98 | [Note R—Subsequent Events](index=53&type=section&id=Note%20R%E2%80%94Subsequent%20Events) On February 11, 2021, the Company announced a quarterly dividend of $0.38 per share, payable on March 15, 2021 Subsequent Dividend Announcement | Metric | Value | |---|---| | Quarterly dividend per share ($) | $0.38 | | Declaration date | February 11, 2021 | | Record date | February 25, 2021 | | Payment date | March 15, 2021 | [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](index=54&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM) PricewaterhouseCoopers LLP issued an unqualified opinion on the Company's consolidated financial statements and internal controls, identifying income taxes as a critical audit matter - PricewaterhouseCoopers LLP provided an unqualified opinion on the Company's consolidated financial statements and the effectiveness of its internal control over financial reporting as of December 31, 2020[281](index=281&type=chunk) - Income taxes were identified as a critical audit matter due to the significant judgment and estimation required from management in applying tax laws and assessing the realizability of deferred income tax assets[289](index=289&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=58&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The Company reported no changes in or disagreements with accountants on accounting and financial disclosure [Controls and Procedures](index=58&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the Company's disclosure controls and internal control over financial reporting were effective as of December 31, 2020, with no material changes in Q4 - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of December 31, 2020[295](index=295&type=chunk) - No material changes in internal control over financial reporting occurred during the fourth quarter of 2020[296](index=296&type=chunk) - Management assessed and concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020, based on COSO criteria[297](index=297&type=chunk) [Other Information](index=58&type=section&id=Item%209B.%20Other%20Information) The Company reported no other information for this item [PART III](index=59&type=section&id=PART%20III) This section indicates that information required by Items 10 through 14 of Part III is incorporated by reference from Item 1 of this report and from the registrant's Proxy Statement - Information for Items 10-14 of Part III is incorporated by reference from Item 1 of this report and the registrant's Proxy Statement[302](index=302&type=chunk) - The Proxy Statement will be mailed to stockholders in connection with the annual meeting scheduled for May 2021[302](index=302&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=60&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements, Schedule II, and a comprehensive list of exhibits, including corporate governance documents and compensation plans, many incorporated by reference - The consolidated financial statements and notes are included in Item 8 of this report[305](index=305&type=chunk) - Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2020, 2019, and 2018 is included[306](index=306&type=chunk) - A detailed list of exhibits, including corporate governance documents, employment agreements, compensation plans, and SEC certifications, is provided, with many incorporated by reference[308](index=308&type=chunk)[309](index=309&type=chunk) [Form 10-K Summary](index=64&type=section&id=Item%2016.%20Form%2010-K%20Summary) The Company does not provide a Form 10-K Summary