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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March ~~31, 2018~~30, 2019
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-24049

CRA International, Inc.
(Exact name of registrant as specified in its charter)


Massachusetts		04-2372210
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
200 Clarendon Street, Boston, MA		02116-5092
(Address of principal executive offices)		(Zip Code)

(617) 425-3000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See ~~the~~ definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


	Large accelerated filero		Accelerated filer ý		Non-accelerated filer o ~~(Do not check if a smaller~~ ~~reporting company)~~		Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered

Common Stock, no par value		CRAI		Nasdaq Global Select Market

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Outstanding at April ~~27, 2018~~26, 2019

Common Stock, no par value ~~per share~~		~~8,079,661~~8,040,916 shares

Table of Contents

CRA International, Inc.

INDEX


PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Condensed Consolidated Income Statements (unaudited)—Quarters Ended March 30, 2019 and March 31, 2018 ~~and April 1, 2017~~	3
	Condensed Consolidated Statements of Comprehensive Income (unaudited)—Quarters Ended March 30, 2019 and March 31, 2018 ~~and April 1, 2017~~	4
	Condensed Consolidated Balance Sheets (unaudited)—March ~~31, 2018~~30, 2019 and December ~~30, 2017~~29, 2018	5
	Condensed Consolidated Statements of Cash Flows (unaudited)—Quarters Ended March 30, 2019 and March 31, 2018 ~~and April 1, 2017~~	6
	Condensed Consolidated ~~Statement~~Statements of Shareholders' Equity (unaudited)—~~Quarter~~Quarters Ended March 30, 2019 and March 31, 2018	77-8
	Notes to Condensed Consolidated Financial Statements (unaudited)	89
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2524
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3231
ITEM 4.	Controls and Procedures	3231
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	3432
ITEM 1A.	Risk Factors	3432
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3433
ITEM 3.	Defaults Upon Senior Securities	3533
ITEM 4.	Mine Safety Disclosures	3533
ITEM 5.	Other Information	3533
ITEM 6.	Exhibits	3634
Signatures		3735

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS (unaudited)

(In thousands, except per share data)

	Quarter Ended						Quarter Ended

	March 31, 2018			April 1, 2017			March 30, 2019			March 31, 2018
Revenues	$	99,476		$	88,171		$	105,849		$	99,476
Costs of services (exclusive of depreciation and amortization)		69,391			62,581			73,635			69,391
Selling, general and administrative expenses		21,650			18,716			22,743			21,650
Depreciation and amortization		2,231			1,963			2,616			2,231

Income from operations		6,204			4,911			6,855			6,204
Interest expense, net		(37	)		(112	)		(11	)		(37	)
Other expense, net		(241	)		(191	)		(744	)		(241	)

Income before provision for income taxes		5,926			4,608			6,100			5,926
Provision for income taxes		1,040			1,778			1,435			1,040

Net income		4,886			2,830		$	4,665		$	4,886
Net loss attributable to noncontrolling interest, net of tax		—			23

Net income attributable to CRA International, Inc.	$	4,886		$	2,853



Net income per share attributable to CRA International, Inc.:
Net income per share:
Basic	$	0.59		$	0.34		$	0.58		$	0.59



Diluted	$	0.57		$	0.33		$	0.56		$	0.57



Weighted average number of shares outstanding:
Basic		8,285			8,419			8,015			8,285



Diluted		8,580			8,621			8,346			8,580



Dividends per share	$	0.17		$	0.14

See accompanying notes to the condensed consolidated financial statements.

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CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(In thousands)

	Quarter Ended

	March 30, 2019		March 31, 2018
Net income	$	4,665	$	4,886
Other comprehensive income
Foreign currency translation adjustments		712		1,318

Comprehensive income	$	5,377	$	6,204

See accompanying notes to the condensed consolidated financial statements.

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CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands, except share data)

	March 30, 2019			December 29, 2018

ASSETS
Current assets:
Cash and cash equivalents	$	14,958		$	38,028
Accounts receivable, net of allowances of $3,820 at March 30, 2019 and $3,764 at December 29, 2018		89,268			94,525
Unbilled services, net of allowances of $632 at March 30, 2019 and $415 at December 29, 2018		44,963			36,060
Prepaid expenses and other current assets		7,952			6,423
Forgivable loans		9,632			6,104

Total current assets		166,773			181,140
Property and equipment, net		48,409			48,088
Goodwill		88,508			88,208
Intangible assets, net		7,503			7,846
Right-of-Use Assets		81,480			—
Deferred income taxes		9,304			9,330
Forgivable loans, net of current portion		46,770			34,190
Other assets		3,028			2,044

Total assets	$	451,775		$	370,846



LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	22,530			21,938
Accrued expenses		72,280			108,233
Deferred revenue and other liabilities		5,115			6,866
Current portion of lease liabilities		9,558			—
Current portion of deferred rent		—			1,810
Current portion of deferred compensation		941			3,650
Revolving line of credit		39,000			—

Total current liabilities		149,424			142,497
Non-current liabilities:
Deferred compensation and other non-current liabilities		7,847			7,957
Deferred rent and facility-related non-current liabilities		1,364			23,618
Non-current portion of lease liabilities		94,939			—
Deferred income taxes		311			302

Total non-current liabilities		104,461			31,877
Commitments and contingencies (Note 11)
Shareholders' equity:					—
Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, no par value; 25,000,000 shares authorized; 8,005,898 and 8,010,480 shares issued and outstanding at March 30, 2019 and December 29, 2018, respectively		20,537			22,837
Retained earnings		189,235			186,229
Accumulated other comprehensive loss		(11,882	)		(12,594	)

Total shareholders' equity		197,890			196,472

Total liabilities and shareholders' equity	$	451,775		$	370,846

See accompanying notes to the condensed consolidated financial statements.

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CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(In thousands)

	Quarter Ended

	March 30, 2019			March 31, 2018
OPERATING ACTIVITIES:
Net income	$	4,665		$	4,886
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		2,611			2,223
Loss on disposal of property and equipment		5			—
Deferred rent		35			1,896
Right-of-use asset amortization		2,209			—
Deferred income taxes		21			(68	)
Share-based compensation expenses		911			1,292
Accounts receivable allowances		48			452
Changes in operating assets and liabilities:
Accounts receivable		5,742			2,958
Unbilled services		(8,666	)		(8,672	)
Prepaid expenses and other current assets, and other assets		(2,162	)		972
Forgivable loans		(16,957	)		(16,045	)
Incentive cash awards		1,214			684
Accounts payable, accrued expenses, and other liabilities		(42,489	)		(31,117	)
Lease liabilities		(3,754	)		—

Net cash used in operating activities		(56,567	)		(40,539	)
INVESTING ACTIVITIES:
Purchases of property and equipment		(774	)		(3,248	)

Net cash used in investing activities		(774	)		(3,248	)
FINANCING ACTIVITIES:
Issuance of common stock, principally stock options exercises		1,526			535
Borrowings under revolving line of credit		39,000			10,000
Tax withholding payments reimbursed by shares		(388	)		(1,783	)
Cash paid on dividend equivalents		(35	)		(98	)
Cash dividends paid to shareholders		(1,616	)		(1,423	)
Repurchases of common stock		(4,349	)		(7,230	)

Net cash provided by financing activities		34,138			1
Effect of foreign exchange rates on cash and cash equivalents		133			603

Net decrease in cash and cash equivalents		(23,070	)		(43,183	)
Cash and cash equivalents at beginning of period		38,028			54,035

Cash and cash equivalents at end of period	$	14,958		$	10,852



Noncash investing and financing activities:
Repurchases of common stock payable	$	—		$	1,095



Purchases of property and equipment not yet paid for	$	1,906		$	3,923



Asset retirement obligations	$	—		$	223



Right-of-use assets obtained in exchange for lease obligations	$	713		$	—



Right-of-use assets related to the adoption of ASC 842	$	82,329		$	—



Supplemental cash flow information:
Cash paid for taxes	$	298		$	212



Cash paid for interest	$	59		$	60

See accompanying notes to the condensed consolidated financial statements.

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CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE QUARTER ENDED MARCH 30, 2019 (unaudited)

(In thousands, except share data and per share data)

	Common Stock

	Common Stock									Accumulated Other Comprehensive Loss
	Shares Issued			Amount			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders' Equity
BALANCE AT DECEMBER 29, 2018		8,010,480		$	22,837		$	186,229		$	(12,594	)	$	196,472
Net income		—			—			4,665			—			4,665
Foreign currency translation adjustment		—			—			—			712			712
Exercise of stock options		64,700			1,526			—			—			1,526
Share-based compensation expense		—			911			—			—			911
Restricted shares vestings		25,484			—			—			—			—
Redemption of vested employee restricted shares for tax withholding		(8,157	)		(388	)		—			—			(388	)
Shares repurchased		(86,609	)		(4,349	)		—			—			(4,349	)
Accrued dividends on unvested shares		—			—			(8	)		—			(8	)
Cash paid on dividend equivalents		—			—			(35	)		—			(35	)
Cash dividends paid to shareholders ($0.20 per share)		—			—			(1,616	)		—			(1,616	)

BALANCE AT MARCH 30, 2019		8,005,898		$	20,537		$	189,235		$	(11,882	)	$	197,890

See accompanying notes to the condensed consolidated financial statements.

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CRA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~COMPREHENSIVE INCOME~~SHAREHOLDERS' EQUITY
FOR THE QUARTER ENDED MARCH 31, 2018 (unaudited)

(In ~~thousands)~~thousands, except share data and per share data)

	Quarter Ended				Common Stock												CRA International, Inc. Shareholders' Equity

	March 31, 2018		April 1, 2017		Common Stock									Accumulated Other Comprehensive Loss
Net income	$	4,886	$	2,830
Other comprehensive income
Foreign currency translation adjustments		1,318		584

Comprehensive income		6,204		3,414
Less: comprehensive loss attributable to noncontrolling interest		—		23

Comprehensive income attributable to CRA International, Inc.	$	6,204	$	3,437
					Shares Issued			Amount			Retained Earnings			Accumulated Other Comprehensive Loss						Accumulated Other Comprehensive Loss		Noncontrolling Interest			CRA International, Inc. Shareholders' Equity	Total Shareholders' Equity
BALANCE AT DECEMBER 30, 2017						8,297,172		$	47,414		$	169,390	)	$	206,908		$	207,229		Accumulated Other Comprehensive Loss



Balance at December 31, 2017, as previously reported						8,297,172		$	47,414		$	169,390		$	(9,896	)		206,908		$	321	$	207,229
Cumulative effect of a change in accounting principle related to ASC 606						—			—			366			—			366			—		366

Balance at December 31, 2017, as adjusted						8,297,172		$	47,414		$	169,756		$	(9,896	)		207,274		$	321	$	207,595



Net income						—			—			4,886			—			4,886			—		4,886
Foreign currency translation adjustment						—			—			—			1,318			1,318			—		1,318
Exercise of stock options						24,688			535			—			—			535			—		535
Share-based compensation expense						—			1,292			—			—			1,292			—		1,292
Restricted shares vestings						97,722			—			—			—			—			—		—
Redemption of vested employee restricted shares for tax withholding						(35,287	)		(1,783	)		—			—			(1,783	)		—		(1,783	)
Shares repurchased						(162,892	)		(8,057	)		—			—			(8,057	)		—		(8,057	)
Accrued dividends on unvested shares						—			—			10			—			10			—		10
Cash paid on dividend equivalents						—			—			(98	)		—			(98	)		—		(98	)
Cash dividends paid to shareholders ($0.17 per share)						—			—			(1,423	)		—			(1,423	)		—		(1,423	)

BALANCE AT MARCH 31, 2018						8,221,403		$	39,401		$	173,131		$	(8,578	)	$	203,954		$	321	$	204,275

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

CRA INTERNATIONAL, INC.

~~CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)~~

~~(In thousands, except share data)~~

March 31,
2018 December 30,
2017
ASSETS

Current assets:

Cash and cash equivalents
$ 10,852 $ 54,035
Accounts receivable, net of allowances of $6,912 at March 31, 2018 and $7,378 at December 30, 2017
77,504 79,803
Unbilled services, net of allowances of $2,659 at March 31, 2018 and $1,746 at December 30, 2017
42,687 33,530
Prepaid expenses and other current assets
10,755 11,373
Forgivable loans
6,651 5,540

Total current assets
148,449 184,281
Property and equipment, net
46,917 44,643
Goodwill
89,527 89,000
Intangible assets, net
8,881 9,208
Deferred income taxes
8,686 8,713
Forgivable loans, net of current portion
38,142 23,088
Other assets
2,452 2,824

Total assets
$ 343,054 $ 361,757

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable
$ 19,472 $ 18,473
Accrued expenses
67,538 94,573
Deferred revenue and other liabilities
4,798 6,896
Current portion of deferred compensation
1,014 908
Current portion revolving line of credit
10,000 —
Current portion of deferred rent
1,450 1,131

Total current liabilities
104,272 121,981
Non-current liabilities:

Deferred compensation and other non-current liabilities
11,482 11,526
Deferred rent and facility-related non-current liabilities
22,625 20,656
Deferred income taxes
400 365

Total non-current liabilities
34,507 32,547
Commitments and contingencies (Note 17)

Shareholders' equity:

Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding
— —
Common stock, no par value; 25,000,000 shares authorized; 8,221,403 and 8,297,172 shares issued and outstanding at March 31, 2018 and December 30, 2017, respectively
39,401 47,414
Retained earnings
173,131 169,390
Accumulated other comprehensive loss
(8,578 ) (9,896 )

Total CRA International, Inc. shareholders' equity
203,954 206,908
Noncontrolling interest
321 321

Total shareholders' equity
204,275 207,229

Total liabilities and shareholders' equity
$ 343,054 $ 361,757

~~See accompanying notes to the condensed consolidated financial statements.~~

~~Table of Contents~~

~~CRA INTERNATIONAL, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)~~

~~(In thousands)~~

Quarter Ended

March 31,
2018 April 1,
2017
OPERATING ACTIVITIES:

Net income
$ 4,886 $ 2,830
Adjustments to reconcile net income to net cash used in operating activities, net of effect of acquired businesses:

Depreciation and amortization
2,223 1,966
Deferred rent
1,896 395
Deferred income taxes
(68 ) 201
Share-based compensation expenses
1,292 1,655
Accounts receivable allowances
174 1,004
Changes in operating assets and liabilities:

Accounts receivable
3,435 3,061
Unbilled services
(8,871 ) (12,657 )
Prepaid expenses and other current asset, and other assets
972 1,865
Forgivable loans
(16,045 ) 2,150
Incentive cash awards
684 245
Accounts payable, accrued expenses, and other liabilities
(31,117 ) (23,086 )

Net cash used in operating activities
(40,539 ) (20,371 )
INVESTING ACTIVITIES:

Consideration paid for acquisitions, net
— (16,163 )
Purchases of property and equipment
(3,248 ) (823 )

Net cash used in investing activities
(3,248 ) (16,986 )
FINANCING ACTIVITIES:

Issuance of common stock, principally stock options exercises
535 1,266
Borrowings under revolving line of credit
10,000 6,000
Tax withholding payments reimbursed by restricted shares
(1,783 ) (703 )
Cash paid on dividend equivalents
(98 ) (24 )
Cash dividends paid to stockholders
(1,423 ) (1,188 )
Repurchases of common stock
(7,230 ) —

Net cash provided by financing activities
1 5,351
Effect of foreign exchange rates on cash and cash equivalents
603 295

Net decrease in cash and cash equivalents
(43,183 ) (31,711 )
Cash and cash equivalents at beginning of period
54,035 53,530

Cash and cash equivalents at end of period
$ 10,852 $ 21,819

Noncash investing and financing activities:

Issuance of restricted common stock for acquired business
$ — $ 3,000

Repurchases of common stock payable
$ 1,095 $ —

Purchases of property and equipment not yet paid for
$ 3,923 $ 512

Purchases of property and equipment paid for by a third party
$ — $ 153

Asset retirement obligations
$ 223 $ —

Supplemental cash flow information:

Cash paid for income taxes
$ 212 $ 281

Cash paid for interest
$ 60 $ 78

~~See accompanying notes to the condensed consolidated financial statements.~~

~~Table of Contents~~

~~CRA INTERNATIONAL, INC.~~

~~CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (unaudited)~~

~~(in thousands, except share data)~~

Common Stock

CRA
International,
Inc.
Shareholders'
Equity

Accumulated
Other
Comprehensive
Loss

Shares
Issued Amount Retained
Earnings Noncontrolling
Interest Total
Shareholders'
Equity
BALANCE AT DECEMBER 30, 2017
8,297,172 $ 47,414 $ 169,390 $ (9,896 ) $ 206,908 $ 321 $ 207,229
Net income
4,886 4,886 4,886
Foreign currency translation adjustment
1,318 1,318 1,318
Cumulative effect of a change in accounting principle related to ASC 606, net of tax
366 366 366
Exercise of stock options
24,688 535 535 535
Share-based compensation expense
1,292 1,292 1,292
Restricted share vestings
97,722
Redemption of vested employee restricted shares for tax withholding
(35,287 ) (1,783 ) (1,783 ) (1,783 )
Shares repurchased
(162,892 ) (8,057 ) (8,057 ) (8,057 )
Accrued dividends on unvested shares
10 10 10
Cash paid on dividend equivalents
(98 ) (98 ) (98 )
Cash dividends paid to stockholders
(1,423 ) (1,423 ) (1,423 )

BALANCE AT MARCH 31, 2018
8,221,403 $ 39,401 $ 173,131 $ (8,578 ) $ 203,954 $ 321 $ 204,275

~~See accompanying notes to the condensed consolidated financial statements.~~

~~Table of Contents~~

~~CRA INTERNATIONAL, INC.~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Summary of Significant Accounting Policies

Description of Business

CRA International, Inc. ("~~CRA"~~CRA or the "Company") is a worldwide leading consulting services firm that applies advanced analytic techniques and in-depth industry knowledge to complex engagements for a broad range of clients. CRA offers services in two broad areas: litigation, regulatory, and financial consulting and management consulting. CRA operates in one business segment. CRA operates its business under its registered trade name, Charles River Associates.

2. Principles of Consolidation

The consolidated financial statements include the accounts of CRA and its wholly owned subsidiaries. In addition, for periods prior to December 30, 2018, the consolidated financial statements include CRA's interest in GNU123 Liquidating Corporation ("GNU", formerly known as NeuCo, Inc.). All significant intercompany transactions and accounts have been eliminated in consolidation.

Basis of Presentation ~~and Estimates~~

The accompanying unaudited condensed consolidated financial statements reflect the results of operations, financial position, cash flows, and ~~stockholders'~~shareholders' equity as of and for the quarters ending March 30, 2019 and March 31, 2018, ~~and April 1, 2017,~~ respectively. These financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for Quarterly Reports on Form 10-Q. Accordingly, these financial statements do not include all the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for annual financial statements. In the opinion of management, these financial statements reflect all adjustments of a normal, recurring nature necessary for the fair statement of CRA's results of operations, financial position, cash flows, and ~~stockholders'~~shareholders' equity for the interim periods presented in conformity with GAAP. Results of operations for the interim periods presented herein are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December ~~30, 2017~~29, 2018 included in ~~our~~CRA's Annual Report on Form 10-K filed with the SEC on February 28, 2019 (the "2018 Form 10-K").

GNU Interest

Prior to liquidation of GNU on December 18, 2018, CRA's ownership interest in GNU was 55.89%. For periods prior to December 30, 2018, GNU's financial results have been consolidated with CRA, and the portion of GNU's results allocable to its other owners is shown as "noncontrolling interest." GNU did not contribute to CRA's results of operations during the fiscal quarter ended March ~~12,~~30, 2019 or March 31, 2018.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make significant estimates and judgments that affect the reported amounts of assets and liabilities, as well as the related disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of consolidated revenues and expenses during the reporting period. Estimates in

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CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

1. Summary of Significant Accounting Policies (Continued)

these ~~condensed~~ consolidated financial statements include, but are not limited to, allowances for accounts receivable and unbilled services, revenue recognition on fixed price contracts, variable consideration to be included in the transaction price of revenue contracts depreciation of property and equipment, share-based compensation, valuation of the contingent consideration liability, valuation of acquired intangible assets, impairment of ~~long lived~~long-lived assets and goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued compensation, ~~accrued exit costs,~~ and certain other accrued ~~expenses.~~expenses These items are monitored and analyzed by CRA for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. CRA bases its estimates on historical experience and various other assumptions that CRA believes to be reasonable under the circumstances. Actual results may differ from those estimates if CRA's assumptions based on past experience or other assumptions do not turn out to be substantially accurate.

~~3. Principles of Consolidation~~

The condensed consolidated financial statements include the accounts of CRA and its wholly owned subsidiaries. In addition, as more fully explained below, the condensed consolidated financial statements include CRA's interest in GNU123 Liquidating Corporation ("GNU", formerly known as

~~Table of Contents~~

~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~3. Principles of Consolidation (Continued)~~

~~NeuCo, Inc). All significant intercompany transactions and accounts have been eliminated in consolidation.~~

CRA's ownership interest in GNU was 55.89% for all periods presented. GNU's financial results have been consolidated with CRA, and the portion of GNU's results allocable to its other owners is shown as "noncontrolling interest."

On April 13, 2016, a buyer acquired substantially all the business assets and assumed substantially all the liabilities of GNU for a purchase price of $1.35 million. Of this amount, $1.1 million was received at closing, with the remaining $0.25 million payable on or after April 13, 2017, subject to contingencies, as outlined in the asset purchase agreement, which remaining amount was paid in full on May 3, 2017. GNU recognized a gain on sale of its business assets of $0.25 million during the second quarter of fiscal 2017, of which $0.14 million is attributed to CRA, and received $3.8 million during the second quarter of fiscal 2016, of which $2.1 million is attributed to CRA. GNU was dissolved on December 15, 2017. Subsequent to the dissolution, CRA received a partial distribution of $0.6 million in accordance with the asset purchase agreement. The final distribution is expected to be received during fiscal 2018.

4. Recent Accounting Standards Adopted

~~Revenue from Contracts with Customers~~Leases (Topic 842)

CRA adopted Accounting ~~Standards~~Standard Update ("~~ASU"~~ASU ") No. 2016-02, Leases (Topic 842), which established Accounting Standards Codification ("ASC") ~~No. 2014-09,~~~~Revenue from Contracts with Customers (Topic 606) (~~Topic 842 ("ASC ~~606)~~842") and supersedes ASC Topic 840, Leases ("ASC 840"), on December ~~31, 2017,~~30, 2018 using the additional modified retrospective transition method ~~for all contracts not completed~~provided by ASC 842. The cumulative effect of the transition adjustments was recognized as of the date of adoption.

CRA elected the package of practical expedients provided by ASC 842, which allowed CRA to forgo reassessing the following upon adoption of the new standard: (1) whether contracts contain leases for any expired or existing contracts, (2) the lease classification for any expired or existing leases, and (3) initial direct costs for any existing or expired leases. In addition, CRA elected an accounting policy to exclude from the consolidated balance sheets the right-of-use ("ROU") assets and lease liabilities related to short-term leases, which are those leases with an initial lease term of twelve months or less that do not include an option to purchase the underlying asset that CRA is reasonably certain to exercise. Refer to Note 10 for further discussion of CRA's lease accounting policy.

The reported results for ~~2018~~2019 reflect the application of ASC ~~606~~842 guidance, ~~while~~whereas comparative periods and their respective disclosures prior to the ~~reported results for 2017 were prepared under~~adoption of ASC 842 are presented using the legacy guidance of ASC ~~605,~~~~Revenue Recognition~~ ~~(ASC 605). The cumulative effect~~840. As a result of ~~applying ASC 606 to all contracts with customers that were not completed as~~adopting the new standard, CRA recognized ROU assets of ~~December 30, 2017 amounted to $0.4~~$82.3 million and lease liabilities of $106.8 million. The ~~cumulative effect~~difference between the amount of ROU assets and lease liabilities recognized was an adjustment ~~resulted in an increase~~ to deferred rent. There was no adjustment to deferred taxes as a result of CRA's ~~opening balance~~adoption of ~~retained earnings of $0.4 million, net of tax. Prior periods were not retrospectively adjusted.~~

~~Statement of Cash Flows (Topic 230): Restricted Cash~~

~~CRA adopted ASU No. 2016-18,~~~~Statement of Cash Flows (Topic 230): Restricted Cash~~ ~~("ASU 2016-18"). ASU 2016-18 amends~~ ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The new standard requires cash and cash equivalents balances on the statement of cash flows to include restricted cash and cash equivalent balances. ASU 2016-18 requires the registrant to provide appropriate disclosures about its accounting policies pertaining to restricted cash in accordance with GAAP. Additionally, changes in restricted cash and restricted cash equivalents that result from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents are not to be presented as cash flow activities in the statement of cash flows.842. The adoption of ~~ASU 2016-18~~ASC 842 did not have a material impact on CRA's ~~financial position,~~ results of operations or cash flows, ~~or disclosures.~~nor did it have an impact on any of CRA's existing debt covenants.

Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting

CRA adopted ASU No. 2018-07,Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (Topic 718) ("ASU 2018-07") on December 30, 2018.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~4. Recent~~1. Summary of Significant Accounting ~~Standards Adopted~~Policies (Continued)

~~Business Combinations (Topic 805): Clarifying~~ASU 2018-07 expands the ~~Definition~~scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this update specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used effectively to provide financing to the issuer or awards granted in conjunction with selling goods or services to customers as part of a ~~Business~~

~~CRA adopted ASU No. 2017-01,~~~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~ ("ASU 2017-01"). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist companies and other reporting organizations with evaluating whether transactions should becontract accounted for under Topic 606,Revenue from Contracts with Customers. The new guidance requires a remeasurement of nonemployee awards at fair value as ~~acquisitions (or disposals)~~ of ~~assets or businesses. Under~~ the amendments, a business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants.adoption date. The adoption of ASU ~~2017-01~~2018-07 did not have a material impact on CRA's financial position, results of operations, cash flows, or disclosures.

~~Intangibles—Goodwill and Other~~Recent Accounting Standards Not Yet Adopted

Financial Instruments—Credit Losses (Topic ~~350)~~326): ~~Simplifying the Test for Goodwill Impairment~~Measurement of Credit Losses on Financial Instruments

~~CRA adopted~~In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. ~~2017-04,~~2016-13,~~Intangibles—Goodwill and Other~~Financial Instruments—Credit Losses (Topic ~~350)~~326): ~~Simplifying the Test for Goodwill Impairment~~Measurement of Credit Losses on Financial Instruments ("ASU ~~2017-04"~~2016-13"). ASU ~~2017-04 simplifies~~2016-13 replaces the ~~subsequent measurement~~methodology that recognizes impairment of ~~goodwill,~~financial instruments when losses have been incurred with a methodology that recognizes impairment of financial instruments when losses are expected. The amendment requires entities to use a forward-looking "expected loss" model for most financial instruments, including accounts receivable and ~~eliminates Step 2~~loans, that is based on historical information, current information, and reasonable and supportable forecasts. For available-for-sale debt securities with unrealized losses, credit losses will be recognized as an allowance rather than as a reduction in the amortized cost of the debt securities. ASU 2016-13 is effective for CRA for interim and annual periods beginning after December 15, 2019. Early adoption is permitted for interim and annual periods beginning after December 15, 2018. Adoption of ASU 2016-13 will be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period after adoption.

In November 2018, the FASB issued ASU No. 2018-19,Codification Improvements to Topic 326, Financial Instruments—Credit Losses ("ASU 2018-19"). ASU 2018-19 changes the required adoption date for nonpublic business entities and clarifies that receivables arising from operating leases are not within the ~~goodwill impairment test. Under~~scope of Topic 326.

CRA has not yet determined the effects, if any, that the adoption of the amendments ~~an entity should perform~~may have on its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The amendment also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. The adoption of ASU 2017-04 did not have a material impact on CRA's financial position, results of operations, cash flows, or disclosures. CRA plans to adopt the amendments during the first quarter of 2020.

~~Compensation—Stock Compensation~~Fair Value Measurements (Topic ~~718): Scope of Modification Accounting~~820)

~~CRA adopted~~In August 2018, the FASB issued ASU No. ~~2017-09,~~2018-13,~~Compensation—Stock Compensation~~Fair Value Measurement (Topic ~~718)~~820): ~~Scope of Modification Accounting~~Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU ~~2017-09"~~No. 2018-13"). The ASU ~~2017-09 updates guidance about which changes~~eliminates, adds and modifies certain disclosure requirements for fair value measurements from ASC 820. Entities will no longer be required to disclose the ~~terms or conditions~~amount of ~~a share-based payment award require an entity to apply modification accounting in Topic 718. Under the amendments, an entity should account~~and reasons for ~~the effects~~transfers between Level 1 and Level 2 of ~~a modification unless all the following conditions are met. First,~~ the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is nothierarchy, but public companies will be required to ~~estimate~~disclose the ~~value immediately before~~range and after the modification. Second, the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. Third, the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before theweighted average used to develop significant unobservable inputs for Level 3 fair

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~4. Recent~~1. Summary of Significant Accounting ~~Standards Adopted~~Policies (Continued)

~~original award is modified. The adoption of ASU 2017-09 did not have a material impact on CRA's financial position, results of operations, cash flows, or disclosures.~~

~~Staff Accounting Bulletin No. 118 (SAB 118)~~

~~On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, "~~~~Income Tax Accounting Implications of the Tax Cuts and Jobs Act~~" ("SAB 118"), to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act (the "Tax Act"). SAB 118 summarizes a three-step process to be applied at each reporting period to account for and disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the change in tax law where accounting is not complete, but a reasonable estimate has been determined; and (3) current or deferred tax amounts reflected in accordance with law prior to the enactment of the change in tax law because the accounting of the effects of the change in tax law are not complete and a reasonable estimate has not been determined, together with qualitative disclosure of the effects of the changes in tax law for which the accounting is not compete, the reason why the accounting is not complete, and the additional information that is needed to be obtained, prepared or analyzed in order to complete the accounting. Because the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, CRA considers the accounting of deferred tax remeasurements and other items to be incomplete due to the forthcoming guidance and its ongoing analysis of final year-end data and tax positions. Adjustments to these preliminary amounts identified during the measurement period, as defined, will be included as an adjustment to tax expense from continuing operations in the period the amounts are determined. CRA believes that it has made a good faith effort to complete the accounting under ASC 740 with respect to the Tax Act. SAB 118 provides that the measurement period is complete when a company's accounting is complete and in no circumstances, should the measurement period extend beyond one year from the enactment date of the applicable change in tax law.

~~5. Recent Accounting Standards Not Yet Adopted~~

~~Leases (Topic 842)~~

~~In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02,~~~~Leases (Topic 842)~~ ("ASU 2016-02"). ASU 2016-02 establishes a comprehensive new lease accounting model. The new standard clarifies the definition of a lease, requires a dual approach to lease classification similar to current lease classifications, and causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease term of more than twelve months.value measurement. The new standard is effective for interim and annual periods beginning after December 15, ~~2018. Early adoption is permitted. The new~~2019. Entities are permitted to early adopt either the entire standard ~~requires a modified retrospective transition for capital~~ or ~~operating leases existing at~~only the provisions that eliminate or ~~entered into after~~modify the ~~beginning of the earliest comparative period presented in the financial statements, but it does not require transition accounting for leases that expire prior to the date of initial application.~~requirements. CRA has

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~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~5. Recent Accounting Standards Not Yet Adopted (Continued)~~

not yet determined the effects, if any, that the adoption of ASU ~~2016-02~~2018-13 may have on its financial position, results of operations, cash flows, or disclosures.

~~6. Business Acquisitions~~Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement

~~On January 31, 2017,~~ In August 2018, the FASB issued ASU No. 2018-15,Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 clarifies the accounting for implementation costs in a cloud computing arrangement that is a service contract and aligns the requirements for capitalizing those costs with the capitalization requirements for costs incurred to develop or obtain internal-use software. The new standard is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. CRA ~~acquired C1 Consulting LLC, an independent consulting firm, and~~is currently evaluating the effects, if any, the adoption of ASU 2018-15 may have on its wholly-owned subsidiary C1 Associates (collectively, "C1") for initial consideration comprised of cash and CRA restricted common stock. The asset purchase agreement provided for additional purchase consideration to be paid for up to four years following the transaction in the form of an earnout, if specific performance targets are met. These earnout payments are payable in cash and CRA restricted common stock. The fair value of this obligation was measured as of the acquisition date and accounted for as a component of the purchase consideration, any adjustments to this initial valuation in future accounting periods will be reported as an adjustment to net income. The purchase price allocation resulted in the recognition of goodwill of $13.0 million and amortizable intangible assets of $8.5 million and contingent consideration liability of $2.4 million.

~~7. Cash and Cash Equivalents~~

Cash equivalents consist principally of money market funds with maturities of three months or less when purchased. As of March 31, 2018, a substantial portion of CRA's cash accounts was concentrated at a single financial institution, which potentially exposes CRA to credit risks. The financial institution has a short-term credit rating of A-2 by Standard & Poor's ratings services. CRA has not experienced any losses related to such accounts. CRA does not believe that there is significant risk of non-performance by the financial institution, and its cash on deposit is fully liquid. CRA continually monitors the credit ratings of the institution.

~~8. Foreign Currency~~

~~Results~~position, results of operations, for our non-U.S. subsidiaries are translated from the designated functional currency to the reporting currency of the U.S. dollar. Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates. Resulting net translation adjustments are recorded as a component of stockholders' equity in "Accumulated other comprehensive income (loss)."

Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in "Foreign currency translation adjustments" on the Condensed Consolidated Statements of Comprehensive Income. Such transaction gains and losses may be realizedcash flows, or ~~unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date.~~disclosures.

9.2. Fair Value of Financial Instruments

~~Accounting Standards Codification ("ASC")~~ASC Topic 820,Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement), then priority to quoted prices for similar instruments in active markets, quoted prices

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~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~9. Fair Value of Financial Instruments (Continued)~~

for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 measurement), then the lowest priority to unobservable inputs (Level 3 measurement).

The following ~~table shows~~tables show CRA's financial instruments as of March ~~31, 2018~~30, 2019 and December ~~30, 2017~~29, 2018 that are measured and recorded in the condensed consolidated financial statements at fair value on a recurring basis (in thousands):

	March 31, 2018						March 30, 2019

	Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs		Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Money market funds	$	24	$	—	$	—
Money market mutual funds							$	148	$	—	$	—

Total Assets	$	24	$	—	$	—	$	148	$	—	$	—



Liabilities:
Contingent consideration liability	$	—	$	—	$	5,030	$	—	$	—	$	5,980

Total Liabilities	$	—	$	—	$	5,030	$	—	$	—	$	5,980

December 30, 2017

Quoted Prices in Active Markets
for Identical Assets or Liabilities Significant Other
Observable Inputs Significant
Unobservable
Inputs

Level 1 Level 2 Level 3
Assets:

Money market funds
$ 5,006 $ — $ —

Total Assets
$ 5,006 $ — $ —

Liabilities:

Contingent consideration liability
$ — $ — $ 5,137

Total Liabilities
$ — $ — $ 5,137

~~The fair values of CRA's money market funds are based on quotes received from third-party banks.~~

The contingent consideration liabilities in the tables above are for estimated future contingent consideration payments related to prior acquisitions. The fair value measurement of this liability is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The significant unobservable inputs used in the fair value measurements of this contingent consideration liability are CRA's measures of the estimated payouts based on internally generated financial projections and discount rates. The fair value of the contingent consideration liability is reassessed on a quarterly basis by CRA using additional information as it becomes available and any change in the fair value estimate is recorded in the earnings of that period.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

9.2. Fair Value of Financial Instruments (Continued)

	December 29, 2018

	Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3
Assets:
Money market mutual funds	$	18,029	$	—	$	—

Total Assets	$	18,029	$	—	$	—



Liabilities:
Contingent consideration liability	$	—	$	—	$	6,197

Total Liabilities	$	—	$	—	$	6,197

The fair value of CRA's money market mutual fund share holdings is $1.00 per share.

The contingent consideration liabilities in the tables above are for estimated future contingent consideration payments related to prior acquisitions. The fair value measurement of these liabilities is based on significant inputs not observed in the market and thus represent a Level 3 measurement. The significant unobservable inputs used in the fair value measurements of these contingent consideration liabilities are CRA's measures of the estimated payouts based on internally generated financial projections and discount rates. The fair value of the contingent consideration was determined using a Monte Carlo simulation. The fair value of these contingent consideration liabilities are reassessed on a quarterly basis by CRA using additional information as it becomes available, and any change in the fair value estimates are recorded in costs of services (exclusive of depreciation and amortization) on the condensed consolidated income statement of that period.

The following table summarizes the changes in the contingent consideration ~~liability~~liabilities over the fiscal quarter ended March ~~31, 2018~~30, 2019 and the fiscal year ended December ~~30, 2017~~29, 2018 (in thousands):

March 31,
2018 December 30,
2017
Beginning balance
$ 5,137 $ 549
Acquisitions
— 2,357
Remeasurement of acquisition-related contingent consideration
(264 ) 1,155
Accretion
157 1,328
Payments
— (299 )
Effects of foreign currency translation
— 47

Ending balance
$ 5,030 $ 5,137

~~10. Forgivable Loans~~

~~Forgivable loan activity for the fiscal quarter ended March 31, 2018 and the fiscal year ended December 30, 2017 is as follows (in thousands):~~

March 31,
2018 December 30,
2017
Beginning balance
$ 28,628 $ 33,962
Advances
23,028 11,672
Repayments
(3,333 ) (2,135 )
Reclassification to other assets
— (1,100 )
Amortization
(3,552 ) (14,155 )
Effects of foreign currency translation
22 384

Ending balance
$ 44,793 $ 28,628

Current portion of forgivable loans
$ 6,651 $ 5,540

Non-current portion of forgivable loans
$ 38,142 $ 23,088

~~11. Goodwill and Intangible Assets~~

~~The changes in the carrying amount of goodwill during the fiscal quarter ended March 31, 2018, is as follows (in thousands):~~

	Goodwill, gross		Accumulated impairment losses			Goodwill, net		March 30, 2019			December 29, 2018

Balance at December 30, 2017	$	165,417	$	(76,417	)	$	89,000
Effect of foreign currency translation		527		—			527
Beginning balance								$	6,197		$	5,137
Remeasurement of acquisition-related contingent consideration									(499	)		(244	)
Accretion									282			1,304

Balance at March 31, 2018	$	165,944	$	(76,417	)	$	89,527
Ending balance								$	5,980		$	6,197

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~11.~~3. Forgivable Loans

Forgivable loan activity for the fiscal quarter ended March 30, 2019 and the fiscal year ended December 29, 2018 is as follows (in thousands):

	March 30, 2019			December 29, 2018

Beginning balance	$	40,294		$	28,628
Advances		21,930			30,572
Repayments		(400	)		(3,396	)
Reclassification to other assets / from accrued expenses		(1,421	)		—
Amortization		(4,274	)		(15,329	)
Effects of foreign currency translation		273			(181	)

Ending balance	$	56,402		$	40,294



Current portion of forgivable loans	$	9,632		$	6,104



Non-current portion of forgivable loans	$	46,770		$	34,190

At March 30, 2019 and December 29, 2018, CRA had other loans to current and former employees included in other assets on the condensed consolidated balance sheet, amounting to $0.3 million and $0.1 million, respectively, net of allowances.

4. Goodwill and Intangible Assets ~~(Continued)~~

The changes in the carrying amount of goodwill during the fiscal quarter ended March 30, 2019, is as follows (in thousands):

	Goodwill, gross		Accumulated impairment losses			Goodwill, net

Balance at December 29, 2018	$	164,625	$	(76,417	)	$	88,208
Effects of foreign currency translation		300		—			300

Balance at March 30, 2019	$	164,925	$	(76,417	)	$	88,508

Intangible assets that are separable from goodwill and have determinable useful lives are valued separately and amortized over their expected useful lives. There were no impairment losses related to intangible assets during the first quarter of fiscal ~~2018~~2019 or during the ~~first quarter~~fiscal year ended December 29, 2018.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. Goodwill and Intangible Assets (Continued)

The components of acquired identifiable intangible assets are as follows (in thousands):

	March 31, 2018		December 30, 2017		March 30, 2019		December 29, 2018

Non-competition agreements, net of accumulated amortization of $490 and $464, respectively	$	233	$	260
Customer relationships, net of accumulated amortization of $3,472 and $3,172, respectively		8,648		8,948
Non-competition agreements, net of accumulated amortization of $160 and $544, respectively					$	164	$	180
Customer relationships, net of accumulated amortization of $4,781 and $4,454, respectively						7,339		7,666

Total, net of accumulated amortization of $3,962 and $3,636, respectively	$	8,881	$	9,208
Total, net of accumulated amortization of $4,941 and $4,998, respectively					$	7,503	$	7,846

~~12.~~5. Accrued Expenses

Accrued expenses consist of the following (in thousands):

	March 31, 2018		December 30, 2017		March 30, 2019		December 29, 2018

Compensation and related expenses	$	51,346	$	80,105	$	55,886	$	90,711
Income taxes payable		275		153		649		514
Other		15,917		14,315		15,745		17,008

Total	$	67,538	$	94,573	$	72,280	$	108,233

As of March ~~31, 2018~~30, 2019 and December ~~30, 2017,~~29, 2018, approximately ~~$29.0~~$30.0 million and ~~$63.8~~$73.9 million, respectively, of accrued bonuses were included above in "Compensation and related expenses". Additionally, as of March 30, 2019, "Other" accrued expenses included $9.4 million of commissions due to senior consultants, $0.2 million of direct project accruals, $6.0 million of operating expense accruals and $0.1 million of accrued leasehold improvements. As of December 29, 2018, "Other" accrued expenses consisted principally of $9.6 million of commissions due to senior consultants, $0.7 million of direct project accruals, $6.6 million of operating expense accruals and $0.1 million of accrued leasehold improvements.

~~13.~~6. Credit Agreement

CRA is party to a credit agreement that provides CRA with a $125.0 million revolving credit facility and a $15.0 million sublimit for the issuance of letters of credit. CRA may use the proceeds of the revolving credit facility to provide working capital and for other general corporate purposes. CRA may repay any borrowings under the revolving credit facility at any time, but no later than October 24, 2022. There were ~~$10.0~~$39.0 million in borrowings outstanding under this revolving credit facility as of March ~~31, 2018.~~30, 2019. There were no outstanding borrowings on this facility as of December ~~30, 2017.~~29, 2018.

As of March ~~31, 2018,~~30, 2019, the amount available under this revolving credit facility was reduced by certain letters of credit outstanding, which amounted to ~~$3.6~~$3.9 million. Under the credit agreement, CRA must comply with various financial and non-financial covenants. Compliance with these financial covenants is tested on a fiscal quarterly basis. As of March ~~31, 2018~~30, 2019 and December ~~30, 2017,~~29, 2018, CRA was in compliance with the covenants of its credit agreement.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~14.~~7. Revenue Recognition

CRA offers consulting services in two broad ~~areas:~~lines: (1) litigation, regulatory, and financial ~~consulting~~consulting; and (2) management consulting. Together, these two service ~~areas~~lines comprised all of CRA's consolidated revenues during the fiscal quarter ended March ~~31, 2018. CRA recognizes all project revenue on a gross basis based on consideration of the criteria set forth in ASC Topic 606-10-55,~~~~Principal versus Agent Considerations~~.

CRA evaluates its revenue contracts with customers based on the five-step model under ASC 606: (1) Identify the contract with the customer; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to separate performance obligations; and (5) Recognize revenue when (or as) each performance obligation is satisfied. CRA evaluates its contracts for legal enforceability at contract inception and subsequently throughout the CRA's relationship with its customers. If legal enforceability with regards to the rights and obligations exist for both CRA and the customer, then CRA has an enforceable contract and revenue recognition is permitted subject to the satisfaction of the other criteria. If, at the outset of an arrangement, CRA determines that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met.

Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised consulting services are transferred to customers. Revenue is measured as the amount of consideration CRA expects to receive in exchange for transferring consulting services to a customer ("transaction price"). To the extent the transaction price includes variable consideration, CRA estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which it expects to be entitled. Variable consideration is included in the transaction price if, in CRA's judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of CRA's anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, CRA does not assess whether a significant financing component exists if the period between when it performs its obligations under the contract and when the customer pays is one year or less. None of the CRA's contracts contained a significant financing component as of March 31, 2018.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised consulting services underlying each performance obligation. CRA determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, CRA estimates the standalone selling price considering all available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

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~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~14. Revenue Recognition (Continued)~~

Contracts are often modified to account for changes in project scope. Contract modifications exist when the modification either creates new or changes the existing enforceable rights and obligations. Generally, contract modifications for consulting services are not distinct from the existing contract as the modification expands CRA's consulting services and thus are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up basis.

Consulting services revenue is generally recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the consulting services to be provided. Depending on which better depicts the transfer of value to the customer, CRA generally measures its progress using either right-to-invoice for time and materials projects, or cost-to-cost for fixed-price projects. CRA uses the right-to-invoice measure of progress when it has a right to invoice the customer for an amount that corresponds directly with the value to the customer of its performance to date. Under the right-to-invoice measure of progress, revenues are recorded equal to the amount CRA could invoice the customer. CRA uses the cost-to-cost measure of progress when it best depicts the transfer of value to the customer which occurs as it incurs costs on its contract. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred.

~~Consulting Services Revenues~~

The contracts CRA enters into and operates under specify whether the engagements are billed on a time-and-materials or a fixed-price basis. Most of CRA's revenue is derived from time-and-materials service contracts. Revenues from time-and-materials service contracts are recognized as services are provided based upon hours worked and contractually agreed-upon hourly rates, as well as indirect fees based upon hours worked. Revenues from a majority of CRA's fixed-price engagements are recognized on a proportional performance method based on the ratio of costs incurred (input method), substantially all of which are labor-related, to the total estimated project costs. In general, project costs are classified in costs of services and are based on the direct salary of our employee consultants on the engagement plus all direct expenses incurred to complete the engagement, including any amounts billed to CRA by its non-employee experts.30, 2019.

Disaggregation of Revenue

The following table disaggregates CRA's revenue by major business line and timing of transfer of its consulting services (in thousands):

	Fiscal Quarter Ended

Type of Contract	March 30, 2019		March 31, 2018
Consulting services revenues:
Fixed Price	$	21,386	$	20,714
Time-and-materials		84,463		78,762

Total	$	105,849	$	99,476

	Fiscal Quarter Ended

Geographic Breakdown	March 30, 2019		March 31, 2018
Consulting services revenues:
United States	$	83,529	$	76,860
United Kingdom		18,507		17,505
Other		3,813		5,111

Total	$	105,849	$	99,476

Reserves for Variable Consideration and Credit Risk

Revenues from CRA's consulting services are recorded at the net transaction price, which includes estimates of variable consideration for which reserves are established. Variable consideration reserves are based on actual price concessions and those expected to be extended to CRA customers and are recorded as a component of the allowances for accounts receivable and unbilled services. ~~Refer~~During each of the fiscal quarters ended March 30, 2019 and March 31, 2019, $1.4 million of adjustments were recorded to ~~Note 12 to CRA's consolidated financial statements included in~~these allowances.

Bad debt expense is reported as a component of selling, general and administrative expense. During the fiscal quarter ended March 30, 2019, no bad debt expense was reported. During the fiscal quarter ended March 31, 2018, $0.3 million of bad debt expense was reported.

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CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~14.~~7. Revenue Recognition (Continued)

~~annual report on Form 10-K for fiscal 2017, which was filed with the SEC on March 12, 2018, for further detail on revenues by geographical location (in thousands).~~

Fiscal Quarter Ended

March 31,
2018 April 1,
2017(1)
Type of Contract

Consulting services revenues

Fixed Price
$ 20,714 $ 18,774
Time-and-materials
78,762 69,397

Total
$ 99,476 $ 88,171

Fiscal Quarter Ended

March 31,
2018 April 1,
2017(1)
Geographic Breakdown

Consulting services revenues

United States
$ 76,860 $ 72,628
United Kingdom
17,505 10,542
Other
5,111 5,001

Total
$ 99,476 $ 88,171

~~(1)~~: ~~As noted above, prior period amounts have not been adjusted under the modified retrospective method.~~

~~Reserves for Variable Consideration and Credit Risk~~Reimbursable Expenses

Revenues from our consulting services are recorded at the net sales price, or transaction price, which includes estimates of variable consideration for which reserves are established and result from price concessions that are extended to our customers. These reserves on the variable consideration components subject to constraint are classified as reductions of accounts receivable. These calculated estimates take into consideration CRA's historical experiences of prior period revenues which were subsequently reversed due to these price concessions. Overall, these reserves reflect CRA's best estimates of the amount of consideration to which it is entitled based on the terms of its contracts with its customers. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from its estimates. If actual results in the future vary from the its estimates, CRA adjusts these estimates, which would affect net revenue and earnings in the period such variances become known.

CRA's billed and unbilled receivables consist of receivables from a broad range of clients in a variety of industries located throughout the U.S. and in other countries. CRA performs a credit evaluation of its clients to minimize its collectability risk. Periodically, CRA will require advance

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~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~14. Revenue Recognition (Continued)~~

payment from certain clients. However, CRA does not require collateral or other security. CRA maintains accounts receivable allowances for estimated losses and disputed amounts resulting from clients' failures to make required payments. CRA bases its estimates on historical collection experience, current trends, and credit policy. In determining these estimates, CRA examines historical write-offs of its receivables and reviews client accounts to identify any specific customer collection issues. If the financial condition of any of CRA's customers were to deteriorate, resulting in an impairment of their ability or intent to make payment, additional allowances may be required.

Generally, accounts and unbilled receivables allowances are recorded as a reduction to revenues. During the first quarter of 2018, $0.3 million was recorded as a bad debt expense and reported as a component of selling, general and administrative expenses related to credit-related losses.

Revenues also include ~~reimbursable expenses, which include~~reimbursements for costs incurred by CRA in fulfilling its performance obligations, including travel and other out-of-pocket expenses, fees for outside consultants and other reimbursable expenses. ~~Reimbursable~~CRA recovers substantially all of these costs. The following expenses are ~~as follows~~subject to reimbursement (in thousands):

	Fiscal Quarter Ended				Fiscal Quarter Ended

	March 31, 2018		April 1, 2017		March 30, 2019		March 31, 2018
Reimbursable expenses	$	11,229	$	9,140	$	12,835	$	11,229

CRA collects goods and services and value added taxes from customers and records these amounts on a net basis, which is within the scope of ASC Topic 606-10-55,Principal versus Agent Considerations.

Transaction Price Allocated to Future Performance Obligations

ASC 606 requires that CRA disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March ~~31, 2018.~~30, 2019. The guidance provides certain practical expedients that limit this requirement for (1) contracts with an original expected length of one year or less and ~~(ii)~~(2) contracts for which revenue is recognized at the amount to which CRA has the right to invoice for consulting services performed. Given the nature of its business, CRA does not disclose the value of unsatisfied performance obligations as the practical expedients apply to its unsatisfied performance obligations as of March ~~31, 2018.~~

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~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~14. Revenue Recognition (Continued)~~30, 2019.

Contract Balances from Contracts with Customers

~~The following table presents changes in CRA's~~CRA defines contract assets as assets for which it has recorded revenue because it determines that it is probable that it will earn a performance based or contingent fee, but is not yet entitled to receive a fee, because certain events, such as completion of the measurement period or client approval, must occur. These contract assets are included in accounts receivable, net and unbilled services, net within the consolidated balance sheets. The contract assets balance was immaterial as of March 30, 2019 and December 29, 2018.

CRA defines contract liabilities ~~during the fiscal quarter ended March 31, 2018 (in thousands):~~

Fiscal Quarter Ended
March 31, 2018
Balance at
Beginning of
Period Additions Deductions Balance at
End of Period
Contract assets:

Accounts receivable
$ 87,181 $ 97,956 $ 100,721 $ 84,416
Allowance for doubtful accounts
7,378 1,031 1,497 6,912

Accounts receivable, net of allowances
$ 79,803 $ 96,925 $ 99,224 $ 77,504

Unbilled services
$ 35,276 $ 148,308 $ 138,238 $ 45,346
Unbilled receivables allowance
1,746 1,583 670 2,659

Unbilled services, net of allowances
$ 33,530 $ 146,725 $ 137,568 $ 42,687

Contract liabilities:

Deferred revenue
$ 6,896 $ 15,301 $ 17,399 $ 4,798

~~During the fiscal quarter ended March 31, 2018, CRA~~as advance payments from or billings to its clients for services that have not yet been performed or earned and retainers. These liabilities are recorded within deferred revenues and are recognized ~~the following revenue~~ as ~~a result of changes in the contract asset and the contract liability balances (in thousands):~~

March 31,
2018
Revenue recognized in the period from:

Amounts included in the contract liability at the beginning of the period
$ 2,858
Performance obligations satisfied in previous periods
$ 2,135

~~The timing of revenue recognition, billings and cash collections results in billed receivables, contract assets and contract liabilities on the condensed consolidated balance sheets.~~

services are provided. When consideration is received, or such consideration is unconditionally due from a customer prior to transferring consulting services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the consulting services are transferred to the customer and all revenue recognition criteria have been met.

~~Costs to Obtain or Fulfill a Customer Contract~~

Prior to the adoption of ASC 606, CRA expensed bonuses paid to its employees. Under ASC 606, bonuses are not linked or paid based on specific contract billings or revenues and therefore do not represent incremental costs of obtaining a contract with a customer. Furthermore, even if the bonuses paid were incremental, the practical expedient in paragraph 340-40-25-4 would apply, allowing for incremental costs of obtaining contracts to be expensed as incurred if the amortization period of the assets that it otherwise would have recognized is one year or less. As such, these costs are included in both cost of services and selling, general, and administrative expenses.

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CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~15.~~7. Revenue Recognition (Continued)

The following table presents the opening and closing balances of CRA's contract liability (in thousands):

	Contract Liability

	Quarter Ended March 30, 2019		Year Ended December 29, 2018
Balance at the beginning of the period	$	5,453	$	3,287
Balance at the end of the period	$	3,606	$	5,453

During the fiscal quarter ended March 30, 2019, CRA recognized the following revenue as a result of changes in the contract liability balance (in thousands):

Revenue recognized in the period from:	Quarter Ended March 30, 2019

Amounts included in contract liabilities at the beginning of the period	$	3,663
Performance obligations satisfied in previous periods	$	2,412

The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled services and contract liabilities on the condensed consolidated balance sheets.

8. Net Income per Share

CRA calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed. CRA's participating securities consist of unvested share-based payment awards that contain a nonforfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders. Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares ~~as of~~outstanding for the ~~balance sheet date,~~period, as adjusted for the potential dilutive effect of non-participating share-based awards. Net earnings allocable to these participating securities were not significant for the first quarter of fiscal ~~2018~~2019 or fiscal ~~2017.~~2018.

The following table presents a reconciliation from net income to the net income available to common shareholders (in thousands):

	March 31, 2018		April 1, 2017		March 30, 2019		March 31, 2018

Net income, as reported	$	4,886	$	2,853	$	4,665	$	4,886
Common stock equivalents:
Less: net income attributable to participating shares		29		20		16		29

Net income available to common shareholders	$	4,857	$	2,833	$	4,649	$	4,857

~~The following presents a reconciliation of basic to diluted weighted average shares of common stock outstanding (in thousands):~~

March 31,
2018 April 1,
2017
Basic weighted average shares outstanding
8,285 8,419
Stock options and restricted stock units
295 202

Diluted weighted average shares outstanding
8,580 8,621

For the first quarter ended March 31, 2018, the anti-dilutive share based awards that were excluded from the calculation of common stock equivalents for purposes of computing diluted weighted average shares outstanding amounted to 5,689 shares. For the first quarter ended April 1, 2017, the anti-dilutive share based awards that were excluded from the calculation of common stock equivalents for purposes of computing diluted weighted average shares outstanding amounted to 8,234 shares. These share-based awards each period were anti-dilutive because their exercise price exceeded the average market price over the respective period.

On May 3, 2017 and February 15, 2018, CRA announced its Board of Directors authorized the repurchase of up to an additional $20.0 million and $20.0 million, respectively, of CRA's common stock. Repurchases under these programs are discretionary and CRA may make such purchases under any of these programs in the open market (including under any Rule 10b5-1 plan adopted by CRA) or in privately negotiated transactions, in each case in accordance with applicable insider trading and other securities laws and regulations. CRA records the retirement of its repurchased shares as a reduction to common stock. During the first quarter ended March 31, 2018, CRA repurchased and retired 162,892

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CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~15.~~8. Net Income per Share (Continued)

The following table presents a reconciliation of basic to diluted weighted average shares ~~under these share repurchase programs at an average price per share~~ of ~~$51.13 and in~~common stock outstanding (in thousands):



Basic weighted average shares outstanding	8,015	8,285
Stock options and restricted stock units	331	295

Diluted weighted average shares outstanding	8,346	8,580

For the ~~first~~fiscal quarter ended ~~April 1, 2017, there~~March 30, 2019, the anti-dilutive share-based awards that were noexcluded from the calculation of common stock equivalents for purposes of computing diluted weighted average shares ~~repurchased or retired under these share repurchase programs. As of March 31, 2018, there was approximately $21.2 million available for future repurchases under these programs.~~

~~16. Income Taxes~~

~~Effects of~~outstanding amounted to 20,078 shares. For the ~~Tax Cuts and Jobs Act~~

On December 22, 2017, the Tax Cuts and Jobs Act (the "Tax Act") was signed into U.S. law. The Tax Act significantly changes the Internal Revenue Code of 1986, as amended. The Tax Act, among other things, includes changes to the U.S. corporate tax rate, expands limitations on the deductibility of meals and entertainment, eliminates the exception to the section 162(m) limitation on the deductibility of the compensation paid to certain executive officers for "qualified performance-based compensation," allows for the expensing of capital expenditures, the migration from a "worldwide" system of taxation to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. ASC Topic 740, "~~Accounting for Income Taxes~~," requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most provisions is for tax years beginning after December 31, 2017, or in the case of certain other provisions of the law, January 1, 2018.

Given the significance of the legislation, the U.S. Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which allows registrants to record provisional amounts during a one year "measurement period" similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended earlier when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed.

SAB 118 summarizes a three-step process to be applied at each reporting period to account for and disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the change in tax law where accounting is not complete, but a reasonable estimate has been determined; and (3) current or deferred tax amounts reflected in accordance with law prior to the enactment of the change in tax law because the accounting of the effects of the change in tax law are not complete and a reasonable estimate has not been determined, together with qualitative disclosure of the effects of the changes in tax law for which the accounting is not compete, the reason why the accounting is not complete, and the additional information that is needed to be obtained, prepared or analyzed in order to complete the accounting. CRA is applying the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Act. As of March 31, 2018, CRA has not completed its accounting for all the tax effects of the Tax Act; however, in certain cases, as described below, aspects of accounting are complete. Additionally, CRA has made a reasonable estimate of other effects. As further discussed below, during the three-month periodfiscal quarter ended March 31, 2018, ~~CRA recognized an adjustment~~the anti-dilutive share-based awards that were excluded from the calculation of ~~$53,000~~common stock equivalents for purposes of computing diluted weighted average shares outstanding amounted to 5,689 shares. These share-based awards each period were anti-dilutive because their exercise price exceeded the provisional amounts recorded at December 30, 2017 and included this adjustment as a component of income tax expense from continuing operations. In all cases, CRA will continue to make and refine its calculations as

~~Table of Contents~~average market price over the respective period.

~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~16.~~9. Income Taxes ~~(Continued)~~

~~additional analysis is completed. CRA's estimates may also be affected as it gains a more thorough understanding of the tax law. These changes could be material to income tax expense.~~

Deferred tax assets and liabilities: CRA remeasured its U.S. related deferred tax assets and liabilities based on the expected rates at which they may reverse in the future, which is generally 21%. CRA recorded a provisional amount of $3.6 million as of December 30, 2017 related to the remeasurement of its deferred tax balances. Upon refinement of its calculations during the three months ended March 31, 2018, CRA adjusted its provisional amount by $53,000, which is included as a component of income tax expense from continuing operations. CRA will continue to analyze and refine its calculations related to the measurement of our deferred tax balances.

~~Foreign Tax Effects~~

The Tax Act includes a one-time mandatory repatriation transition tax on the net accumulated earnings and profits of a U.S. taxpayer's foreign subsidiaries. At December 30, 2017, CRA did not record any transition tax liability as it believes it is in an accumulated deficit position with respect to its foreign subsidiaries based on its E&P analysis. CRA considers its accounting for the transition tax to be complete.

The Tax Act subjects a US shareholder to current tax on global intangible low-taxed income ("GILTI") earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. Given the complexity of the GILTI provisions, we are still evaluating the effects of the GILTI provisions and have not yet determined our accounting policy. At March 31, 2018, because we are still evaluating the GILTI provisions and our analysis of future taxable income that is subject to GILTI, we have included GILTI related to current-year operations only in our estimated annual effective tax rate ("EAETR") and have not provided additional GILTI on deferred items.

The Tax Act allows US Corporations to take a deduction related to its foreign-derived intangible income ("FDII") produced in the US. CRA expects to be able to take FDII deduction for the year ended December 29, 2018. CRA has made sufficient progress in its calculations to reasonably estimate the effect on its estimated annual effective tax rate but will continue to refine its calculations, which may result in changes to this amount.

CRA's effective income tax rates were ~~17.5%~~23.5% and ~~38.6%~~17.5% for the first quarters of fiscal ~~2018~~2019 and fiscal ~~2017,~~2018, respectively. The effective tax rate for the first quarter of fiscal ~~2018~~2019 was ~~lower~~higher than the prior year primarily due to a ~~lower statutory US corporate~~reduced tax ~~rate of 21% as well as an increased tax~~ benefit ~~on stock-based compensation~~ related to the ~~adoption~~accounting for stock-based compensation. The effective tax rate in the first quarter of ~~ASU 2016-09,~~fiscal 2019 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit related to the accounting for stock-based compensation, partially offset by ~~higher~~ non-deductible items ~~as a result of the Tax Act, including~~resulting from limitations on the deductibility of compensation paid to executive officers and ~~limitations on~~ the deductibility of meals and entertainment. The effective tax rate in the first quarter of fiscal 2018 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit ~~on stock-based compensation~~ related to the ~~adoption of ASU 2016-09,~~accounting for stock-based compensation, partially offset by non-deductible items referenced ~~above as a~~

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~~CRA INTERNATIONAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~16. Income Taxes (Continued)~~

~~result of the Tax Act. The effective tax rate in the first quarter of fiscal 2017 was lower than the combined federal and state statutory tax rate due to a favorable geographical mix of earnings.~~above.

CRA has not provided for deferred income taxes or foreign withholding taxes on undistributed earnings and other basis differences that may exist from its foreign subsidiaries as of March ~~31, 2018~~30, 2019, because such earnings are considered to be indefinitely reinvested. CRA does not rely on these unremitted earnings as a source of funds for its domestic business as it expects to have sufficient cash flow in the U.S. to fund its U.S. operational and strategic needs. If CRA were to repatriate its foreign earnings that are indefinitely reinvested, it would accrue substantially no additional tax expense.

~~17.~~10. Leases

CRA is a lessee under certain operating leases for office space and equipment. Prior to adopting ASC 842, CRA followed the lease accounting guidance as issued in ASC 840. Under ASC 840, CRA classified its leases as operating or capital leases based on evaluation of certain criteria of the lease agreement. For leases that contained rent escalations or rent holidays, CRA recorded the total rent expense during the lease term on a straight-line basis over the term of the lease and recorded the difference between the rents paid and the straight-line rent expense as deferred rent on the balance

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CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. Leases (Continued)

sheet. Any tenant improvement allowances received from the lessor were recorded as a reduction to rent expense over the term of the lease.

ASC 842, which CRA adopted on December 30, 2018, requires lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset ("ROU"), subject to certain permitted accounting policy elections. As a result of adopting the new standard, CRA recognized ROU assets of $82.3 million and lease liabilities of $106.8 million related to its operating leases as of December 30, 2018. The difference between the amount of ROU assets and lease liabilities recognized was an adjustment to eliminate the deferred rent balance, which was a component of ASC 840.

Under ASC 842, CRA determines, at the inception of the contract, whether the contract is or contains a lease based on whether the contract provides CRA the right to control the use of a physically distinct asset or substantially all of the capacity of an asset. Leases with an initial noncancelable term of twelve months or less that do not include an option to purchase the underlying asset that CRA is reasonably certain to exercise are classified as short-term leases. CRA has elected as an accounting policy to exclude from the consolidated balance sheets the ROU assets and lease liabilities related to short-term leases. CRA recognizes rent expense for its operating leases on a straight-line basis over the term of the lease.

Many of CRA's equipment leases are short-term or cancellable with notice. CRA's office space leases have remaining lease terms between one and approximately twelve years, many of which include one or more options to extend the term for periods of up to five years for each option. Certain leases contain options to terminate the lease early, which may include a penalty for exercising the option. Many of the termination options require notice within a specified period, after which the option is no longer available to CRA if not exercised. The extension options and termination options may be exercised at CRA's sole discretion. CRA does not consider in the measurement of ROU assets and lease liabilities an option to extend or terminate a lease if CRA is not reasonably certain to exercise the option. As of March 30, 2019, CRA has not included any options to extend or terminate in its measurement of ROU assets or lease liabilities.

Certain of CRA's leases include covenants that oblige CRA, at its sole expense, to repair and maintain the leased asset periodically during the lease term. CRA is not a party to any leases that contain residual value guarantees nor is CRA a party to any leases that provide an option to purchase the underlying asset.

Many of CRA's office space leases include fixed and variable payments. Variable payments relate to real estate taxes, insurance, operating expenses, and common area maintenance, which are usually billed at actual amounts incurred proportionate to CRA's rented square feet of the building. Variable payments that do not depend on an index or rate are expensed by CRA as they are incurred and are not included in the measurement of the lease liability.

Many of CRA's leases contain both lease and non-lease components. Fixed and variable payments are allocated to each component relative to observable or estimated standalone prices. CRA measures its variable lease costs as the portion of variable payments that are allocated to lease components.

CRA measures its lease liability for each leased asset as the present value of lease payments, as defined in ASC 842, allocated to the lease component, discounted using an incremental borrowing rate

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CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. Leases (Continued)

specific to the underlying asset. CRA's ROU assets are equal to the lease liability, adjusted for lease incentives received, including tenant improvement allowances, and payments made to the lessor prior to the lease commencement date. CRA estimates its incremental borrowing rate for each leased asset based on the interest rate CRA would incur to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment.

The components of CRA's lease expenses for the fiscal quarter ended March 30, 2019, which are included in the condensed consolidated income statement, are as follows (in thousands):

	March 30, 2019

Operating lease cost	$	3,211
Short-term lease cost		108
Variable lease cost		936

Total lease cost	$	4,255

Supplemental cash flow information related to CRA's leases for the fiscal quarter ended March 30, 2019 is as follows (in thousands):

	March 30, 2019

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	4,627
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	713

The following table presents supplemental balance sheet information related to CRA's operating leases as of March 30, 2019 (in thousands):

	March 30, 2019

Assets:
Operating lease right-of-use assets	$	81,480
Liabilities:
Current portion of lease liabilities	$	9,558
Non-current portion of lease liabilities		94,939

Total operating lease liabilities	$	104,497



Weighted average remaining lease term—operating leases		9.0 years
Weighted average discount rate—operating leases		3.7	%

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CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. Leases (Continued)

At March 30, 2019, CRA had the following maturities of lease liabilities related to office space and equipment, all of which are under non-cancellable operating leases (in thousands):

Fiscal Year

2019 (excluding the three months ended March 30, 2019)	10,988
2020	14,083
2021	14,028
2022	14,070
2023	14,178
Thereafter	55,320

Total lease payments	122,667
Less: imputed interest	(18,170	)

Total	104,497

As of March 30, 2019, CRA had additional operating leases for office space that have not yet commenced that have minimum rental commitments of $52.7 million. These operating leases will commence in fiscal year 2019 and have lease terms of approximately five years to eleven years, which exclude certain options to extend these leases.

11. Contingencies

CRA is subject to legal actions arising in the ordinary course of business. In management's opinion, based on current knowledge, CRA ~~believes it~~ has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions. CRA does not believe any settlement or judgment relating to any pending legal action would materially affect its financial position or results of operations. However, the outcome of such legal actions is inherently unpredictable and subject to inherent uncertainties.

~~18.~~12. Correction

During fiscal 2018, CRA determined that the ~~first quarter, CRA discovered~~accounts receivable allowances presented on the December 30, 2017 ~~balances~~consolidated balance sheet required adjustment. This adjustment in disclosure is immaterial and had no effect on the amount of deferred compensation and other non-current liabilities of $20,656 thousand and deferred rent and facility-related non-current liabilities of $11,526 thousand had been transposed. These immaterial offsetting errors had a net effect of $0accounts receivable presented on ~~non-current liabilities and total liabilities and have been revised as follows in the presentation of~~ the December 30, 2017 consolidated balance ~~sheet~~sheet. As a result of the adjustment, a classification change was required within the operating activities portion of the consolidated statement of cash flows. As of December 29, 2018, these adjustments were corrected and the accounts receivable and accounts receivable allowances were properly presented within the consolidated financial statements. Since the correction was discovered in ~~this quarterly report~~the second quarter of fiscal 2018, the consolidated statement of cash flows for the first quarter of fiscal 2018 requires adjustment. These adjustments are immaterial and have no effect on ~~Form 10-Q~~the net cash used in operating activities.

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CRA INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

12. Correction (Continued)

The following table presents the total classification changes required related to these adjustments (in thousands):

As
previously
reported As revised
Deferred compensation and other non-current liabilities
$ 20,656 $ 11,526
Deferred rent and facility-related non-current liabilities
11,526 20,656

	For the quarter ended March 31, 2018

	As previously reported			As revised
Accounts receivable allowances	$	174		$	452
Accounts receivable	$	3,435		$	2,958
Unbilled services	$	(8,871	)	$	(8,672	)
Net cash used in operating activities	$	(40,539	)	$	(40,539	)

~~19.~~13. Subsequent Events

On ~~April 26, 2018, CRA's~~May 2, 2019, CRA announced that its Board of Directors declared a quarterly cash dividend of ~~$0.17~~$0.20 per ~~share of CRA's~~ common ~~stock,~~share, payable on June ~~15, 2018~~14, 2019 to shareholders of record as of May ~~29, 2018.~~28, 2019.

During the month of April ~~2018,~~2019, CRA made borrowings of ~~$13.0~~$6.0 million in the U.S. ~~and £5.0 million in the U.K.~~ on its existing revolving line of credit to fund operations. These borrowings are expected to be repaid over the next twelve ~~months in accordance with the terms of the agreement.~~

During the month of April 2018, CRA repurchased and retired 215,585 shares under its share repurchase program at an average price per share of $55.99. As of May 8, 2018, there was approximately $9.1 million available for future repurchases under this program.months.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Except for historical facts, the statements in this quarterly report are forward-looking statements. Forward-looking statements are merely our current predictions of future events. These statements are inherently uncertain, and actual events could differ materially from our predictions. Important factors that could cause actual events to vary from our predictions include those discussed below under the heading "Risk Factors." We assume no obligation to update our forward-looking statements to reflect new information or developments. We urge readers to review carefully the risk factors described in the other documents that we file with the Securities and Exchange Commission, or SEC. You can read these documents at www.sec.gov.

Our principal Internet address is www.crai.com. Our website provides a link to a third-party website through which our annual, quarterly, and current reports, and amendments to those reports, are available free of charge. We believe these reports are made available as soon as reasonably practicable after we file them electronically with, or furnish them to, the SEC. We do not maintain or provide any information directly to the third-party website, and we do not check its accuracy.

Our website also includes information about our corporate governance practices. The Investor Relations page of our website provides a link to a web page where you can obtain a copy of our code of business conduct and ethics applicable to our principal executive officer, principal financial officer, and principal accounting officer.

Critical Accounting Policies and Significant Estimates

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets and liabilities, as well as the related disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates in these condensed consolidated financial statements include, but are not limited to, allowances for accounts receivable and unbilled services, revenue recognition on fixed price contracts, variable consideration to be included in the transaction price of revenue contracts, depreciation of property and equipment, measurement of operating lease right-of-use assets and liabilities, share-based compensation, valuation of contingent consideration liabilities, valuation of acquired intangible assets, impairment of long lived assets and goodwill, accrued and deferred income taxes, valuation allowances on deferred tax assets, accrued compensation, ~~accrued exit costs,~~ and certain other accrued expenses. These items are monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if our assumptions based on past experience or our other assumptions do not turn out to be substantially accurate.

~~Apart from the additional revenue recognition accounting policy included below, we~~We have described our significant accounting policies in Note 1 to our consolidated financial statements included in ~~our annual report on~~the 2018 Form ~~10-K for fiscal 2017, which was filed with the SEC on March 12, 2018.~~10-K. We have reviewed our accounting policies, identifying those that we believe to be critical to the preparation and understanding of our consolidated financial statements in the list set forth below. See the disclosure under the heading "Critical Accounting Policies" in Item 7 of Part II of ~~our Annual Report on~~the 2018 Form 10-K ~~for fiscal 2017~~ for a detailed description of these policies and their potential effects on our results of operations and financial condition.

•: Revenue recognition and ~~allowances for~~ accounts receivable ~~and unbilled services~~
•: ~~Share-based compensation expense~~
•: ~~Deferred compensation~~allowances

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•: Deferred compensation
•: Valuation of contingent consideration liability
•: Valuation of goodwill and other intangible assets
•: Accounting for income taxes

Except for the adoption of ASC ~~606,~~842 as described below, we did not adopt any changes in the fiscal quarter ended March ~~31, 2018~~30, 2019 that had a material effect on these critical accounting policies, nor did we make any changes to our accounting policies in the fiscal quarter ended March ~~31, 2018~~30, 2019 that changed these critical accounting policies.

~~Revenue from Contracts with Customers~~Leases

We adopted ~~Accounting Standards Update ("ASU")~~ASU No. ~~2014-09,~~2016-02,~~Revenue from Contracts with Customers~~Leases (Topic ~~606)~~842) (ASC ~~606)~~842) on ~~January 1,~~December 30, 2018, using the additional modified retrospective transition method ~~for all contracts not completed as of the date of adoption.~~provided by ASC 842. The reported results for ~~2018~~2019 reflect the application of ASC ~~606~~842 guidance while the reported results for ~~2017~~2018 were prepared under the guidance of ASC ~~605,~~840,~~Revenue Recognition~~Leases (ASC ~~605)~~840). ~~The cumulative effect~~As a result of ~~applying ASC 606 to all contracts with customers that were not completed~~adopting the new standard, we recognized ROU assets of $82.3 million and lease liabilities of $106.8 million, of which $9.6 million is classified as a current liability, as of December 30, ~~2017 amounted~~2018. The difference between the amount of ROU assets and lease liabilities recognized was an adjustment to ~~$0.4 million. The cumulative effect adjustment will result in an increase to our opening balance of retained earnings of $0.4 million, net of tax.~~deferred rent. Prior periods will not be retrospectively adjusted. See Note ~~14 of the~~10 to our consolidated condensed financial statements included in this quarterly report on Form 10-Q for a complete description of our accounting policy.

Recent Accounting Standards

See Note 51 to our condensed consolidated financial statements included in this quarterly report on Form 10-Q for a discussion of recent accounting standards that we have not yet ~~adopted. Additionally, Note 5 should be read in conjunction with the disclosure~~adopted under the heading "Recent Accounting ~~Standards" contained in Note 1 of the consolidated financial statements and the notes contained in our Annual Report on Form 10-K for the fiscal year ended December 30, 2017.~~Standards Not Yet Adopted".

Results of Operations—For the Fiscal Quarter Ended March ~~31, 2018~~30, 2019 Compared to the Fiscal Quarter Ended ~~April 1, 2017~~March 31, 2018

The following table provides operating information as a percentage of revenues for the periods indicated:

	Fiscal Quarter Ended						Fiscal Quarter Ended

	March 31, 2018			April 1, 2017			March 30, 2019			March 31, 2018
Revenues		100.0	%		100.0	%		100.0	%		100.0	%
Costs of services (exclusive of depreciation and amortization		69.8			71.0
Costs of services (exclusive of depreciation and amortization)								69.6			69.8
Selling, general and administrative expenses		21.8			21.2			21.5			21.8
Depreciation and amortization		2.2			2.2			2.5			2.2

Income from operations		6.2			5.6			6.5			6.2
Other expense, net		(0.3	)		(0.3	)		(0.7	)		(0.3	)

Income before provision for income taxes		6.0			5.2			5.8			6.0
Provision for income taxes		1.0			2.0			1.4			1.0

Net income		4.9			3.2			4.4	%		4.9	%
Net loss attributable to noncontrolling interest, net of tax		0.0			0.0

Net income attributable to CRA International, Inc.		4.9	%		3.2	%

Fiscal Quarter Ended March 30, 2019 Compared to the Fiscal Quarter Ended March 31, 2018

Revenues. Revenues increased by $6.3 million, or 6.3%, to $105.8 million for the first quarter of fiscal 2019 from $99.5 million for the first quarter of fiscal 2018. The increase in net revenue was a

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~~Fiscal Quarter Ended March 31, 2018 Compared to the Fiscal Quarter Ended April 1, 2017~~

~~Revenues.~~ ~~Revenues increased by $11.3 million, or 12.8%, to $99.5 million for the first quarter of fiscal 2018 from $88.2 million for the first quarter of fiscal 2017. The increase in net revenue was a~~ result of an increase in gross revenues of ~~$12.3~~$7.9 million as compared to the first quarter of fiscal ~~2017,~~2018, while write-offs and reserves increased by ~~$1.0~~$1.6 million compared to the first quarter of ~~2017.~~2018. Utilization increased to 75% for the first quarter of fiscal 2019 from 73% for the first quarter of fiscal 2018, ~~from 72% for the first quarter of fiscal 2017,~~ while consultant headcount grew ~~modestly~~6.2% from ~~627 at the end of the first quarter of fiscal 2017 to~~ 647 at the end of the first quarter of fiscal ~~2018. We benefited from a full~~2018 to 687 at the end of the first quarter of ~~productivity from the consultant employees that joined us from C1 in February 2017.~~fiscal 2019. Client service hours increased by ~~6.8%~~11.0% for the first quarter ~~2018~~2019 when compared to the first quarter ~~2017.~~2018. Included in revenues are the effect of changes in currency exchange rates resulting in a decrease to revenue of $1.5 million for the fiscal quarter ended March 30, 2019, and an increase of $2.2 million for the fiscal quarter ended March 31, 2018.

Overall, revenues outside of the U.S. represented approximately 21% of total revenues for the first quarter of fiscal 2019 compared with approximately 23% of total revenues for the first quarter of fiscal ~~2018 compared with approximately 18%~~2018. Revenues derived from fixed-price engagements decreased to 20% of total revenues for the first quarter of fiscal ~~2017. Revenues derived from fixed-price engagements increased to~~2019 compared with 21% of total revenues for the first quarter of fiscal ~~2018 compared with 19% of total revenues for the first quarter of fiscal 2017.~~2018. These percentages of revenue derived from fixed-price engagements depend largely on the proportion of our revenues derived from our management consulting business, which typically has a higher concentration of fixed-price service contracts.

Costs of ~~Services.~~Services (exclusive of depreciation and amortization). Costs of services (exclusive of depreciation and amortization) increased by ~~$6.8~~$4.2 million, or ~~10.9%~~6.1%, to $73.6 million for the first quarter of fiscal 2019 from $69.4 million for the first quarter of fiscal ~~2018 from $62.6 million for the first quarter of fiscal 2017.~~2018. The increase in costs of services was due primarily to an increase of ~~$2.9~~$1.8 million in employee compensation and fringe benefit costs attributable to salaries and benefits associated with our increased consulting headcount, and an increase in ~~incentive and retention compensation costs~~forgivable loan amortization of ~~$2.5~~$1.4 million, offset by a decrease in ~~forgivable loan amortization~~stock compensation of ~~$0.3~~$0.4 million and a decrease in expense related to the net change in contingent consideration valuation of ~~$0.3~~$0.2 million. Additionally, client reimbursable expenses increased by ~~$2.1~~$1.6 million in the first quarter of fiscal ~~2018~~2019 compared to the first quarter of fiscal ~~2017.~~2018. As a percentage of revenues, costs of services (exclusive of depreciation and amortization) decreased to 69.6% for the first quarter of fiscal 2019 from 69.8% for the first quarter of fiscal ~~2018 from 71.0% for the first quarter of fiscal 2017.~~2018.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by ~~$3.0~~$1.0 million, or ~~16.0%~~4.6%, to $22.7 million for the first quarter of fiscal 2019 from $21.7 million for the first quarter of fiscal ~~2018 from $18.7 million for the first quarter of fiscal 2017.~~2018. A ~~significant~~ contributor to this increase was a ~~$0.5~~$0.4 million increase in employee and incentive compensation, a ~~$1.7~~$0.9 million increase in ~~rent expense due to $0.6~~other operating expenses, and a $0.3 million ~~related to net costs related to a lease recapture and increased rent due to additional space in our New York, San Francisco, Chicago and London offices, as well as an~~ increase in commissions to our nonemployee experts ~~of $0.3 million~~ for the first quarter of fiscal ~~2018~~2019 as compared to the first quarter of fiscal ~~2017,~~2018, as a higher percentage of our revenue for the quarter was sourced by our nonemployee ~~experts.~~experts, offset by a $0.7 million decrease in rent expense due primarily to a $0.6 million lease recapture charge in the first quarter of fiscal 2018.

As a percentage of revenues, selling, general and administrative expenses ~~increased~~decreased slightly to 21.5% for the first quarter of fiscal 2019 from 21.8% for the first quarter of fiscal ~~2018 from 21.2%~~2018. Commissions to our nonemployee experts increased slightly to 3.2% of revenues for the first quarter of fiscal ~~2017 due primarily to the aforementioned increase in selling, general and administrative expenses somewhat offset by the effect of an increase in revenues in the first quarter of fiscal 2018 as~~2019 compared ~~with the first quarter of fiscal 2017. Commissions to our nonemployee experts decreased slightly~~ to 3.0% of revenues for the first quarter of fiscal ~~2018 compared to 3.1% of revenues for the first quarter of fiscal 2017.~~2018.

Provision for Income Taxes. The income tax provision was ~~$1.0~~$1.4 million and the effective tax rate was 23.5% for the first quarter of fiscal 2019 compared to $1.0 million and 17.5% for the first quarter of fiscal ~~2018 compared to $1.8 million and 38.6% for the first quarters of fiscal 2017.~~2018. The effective tax rate for the first quarter of fiscal ~~2018~~2019 was ~~lower~~higher than the prior year primarily due to a ~~lower statutory US corporate~~reduced tax ~~rate of 21% as well as higher tax~~ benefit ~~on stock-based compensation~~ related to the ~~adoption of ASU 2016-09, partially offset by higher non-deductible items as a result of the Tax Act~~accounting for stock-based compensation. The effective tax rate in the first quarter of fiscal ~~2018.~~2019 was lower than the combined federal and state statutory tax rate primarily due to the tax benefit related to the accounting for stock-based compensation, partially offset by non-deductible items resulting from limitations on the deductibility of compensation paid to executive officers and the deductibility of meals and entertainment. The effective tax rate in the first

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quarter of fiscal 2018 was lower than the combined federal and state statutory tax

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rate primarily due to ~~a favorable geographical mix of earnings as well as~~the tax benefit ~~on stock-based compensation~~ related to the ~~adoption of ASU 2016-09,~~accounting for stock-based compensation, partially offset by non-deductible ~~items. The effective tax rate in~~items referenced above.

Net Income. Net income decreased by $0.2 million to $4.7 million for the first quarter of fiscal ~~2017 was lower than the combined federal and state statutory tax rate due to a favorable geographical mix of earnings.~~

~~Net Income Attributable to CRA International, Inc.~~ ~~Net income attributable to CRA International, Inc. increased by $2.0 million to~~2019 from $4.9 million for the first quarter of fiscal ~~2018 from $2.9 million for the first quarter of fiscal 2017.~~2018. The net income per diluted share was ~~$0.57~~$0.56 per share for the first quarter of fiscal ~~2018,~~2019, compared to ~~$0.33~~$0.57 of net income per diluted share for the first quarter of fiscal ~~2017.~~2018. Weighted average diluted shares outstanding decreased by approximately ~~41,000~~234,000 shares to approximately 8,346,000 shares for the first quarter of fiscal 2019 from approximately 8,580,000 shares for the first quarter of fiscal ~~2018 from approximately 8,621,000 shares for the first quarter of fiscal 2017.~~2018. The decrease in weighted average diluted shares outstanding was primarily due to the ~~full benefit from the share repurchases~~repurchase of shares of our common stock insince the ~~remainder~~first fiscal quarter of fiscal ~~2017,~~2018, offset in part by ~~an increase as a result~~the issuance or vesting of shares of restricted stock and time-vesting restricted stock units, ~~that have vested or that have been issued as part~~and the exercise of ~~the long-term incentive plan or C1 acquisition, and~~ stock options, ~~that have been exercised,~~ since the first quarter of fiscal ~~2017.~~2018.

Liquidity and Capital Resources

We believe that our current cash, cash equivalents, cash generated from operations, and amounts available under our bank revolving line of credit will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next 12 months.

General. InDuring the fiscal quarter ended March ~~31,2018,~~30, 2019, cash and cash equivalents decreased by ~~$43.2~~$23.1 million. We completed the period with cash and cash equivalents of ~~$10.9~~$15.0 million and working capital (defined as current assets less current liabilities) of ~~$44.2~~$17.3 million. The principal drivers of the reduction of cash ~~was~~were payment of a significant portion of our fiscal ~~2017~~2018 performance bonuses in the first quarter of ~~2018,~~2019, the repurchase of shares and the funding of forgivable ~~loans and the buildout costs of our Chicago and London offices.~~loans.

Of the total cash and cash equivalents ~~of $10.9 million~~held at March ~~31, 2018, $2.1~~30, 2019, $4.6 million was held within the U.S. We have sufficient sources of liquidity in the U.S., including cash from operations and availability on our revolving line of credit, to fund U.S. activities. At March ~~31, 2018,~~30, 2019, we had outstanding borrowings on the revolving line of credit of ~~$10.0~~$39.0 million, which is expected to be paid within the next twelve ~~months of borrowings.~~months.

Sources and Uses of Cash. During the fiscal quarter ended March ~~31, 2018,~~30, 2019, net cash used in operating activities was ~~$40.5~~$56.6 million. Net income was ~~$4.9~~$4.7 million for the fiscal quarter ended March ~~31, 2018.~~30, 2019. The primary factor in cash used in operations was the decrease in the "accounts payable, accrued expenses, and other liabilities" line item of ~~the cash flow~~our consolidated statement of ~~$31.1~~cash flows of $42.5 million due to the payment of a significant portion of our fiscal ~~2017~~2018 performance bonuses during the first quarter of fiscal ~~2018.~~2019. Other uses of cash included an increase of ~~$8.9~~$8.7 million in unbilled ~~receivables.~~receivables and a $2.2 million increase in prepaid expenses and other current assets. The change in forgivable loans for the period of $17.0 million was primarily driven by $21.3 million of forgivable loan issuances, net of repayments, offset by $4.3 million of forgivable loan amortization. Offsetting these uses of cash was a ~~$1.0~~$5.7 million decrease in ~~the prepaid expenses and other current assets, and other assets and a $3.6 million decrease in the~~ accounts receivable, net. Cash provided by operations included non-cash items including depreciation and amortization expense of ~~$2.2~~$2.6 million and share-based compensation expenses of ~~$1.3~~$0.9 million. The change in forgivable loans for the period of $16.0 million was primarily driven by $19.7 million of forgivable loan issuances, net of repayments, offset by $3.6 million of forgivable loan amortization.

During the fiscal quarter ended March ~~31, 2018,~~30, 2019, net cash used in investing activities was ~~$3.2~~$0.8 million for capital expenditures.

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Net cash ~~from~~provided by financing activities during the first quarter of fiscal ~~2018~~2019 was ~~neutral,~~$34.1 million, primarily as a result of borrowings under the line of credit of ~~$10.0~~$39.0 million and ~~$0.5~~$1.5 million received upon the issuance of shares of common stock related to the exercise of stock options. Offsetting these increases in cash ~~was~~were the tax withholding payments reimbursed by restricted shares of ~~$1.8~~$0.4 million, payment of ~~$1.5~~$1.6 million of cash ~~dividend~~dividends to shareholders and ~~$7.2~~$4.3 million of repurchases of common stock.

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Indebtedness

We are party to a credit agreement that provides us with a $125.0 million revolving credit facility and a $15.0 million sublimit for the issuance of letters of credit. We may use the proceeds of the revolving credit facility to provide working capital and for other general corporate purposes. Generally, we may repay any borrowings under the revolving credit facility at any time, but must repay all borrowings no later than October 24, 2022. There was ~~$10.0~~$39.0 million in outstanding ~~balances~~borrowings under this revolving line of credit as of March ~~31, 2018.~~30, 2019.

The amount available under this revolving line of credit is reduced by certain letters of credit outstanding, which amounted to ~~$3.6~~$3.9 million as of March ~~31, 2018.~~30, 2019. Borrowings under the revolving credit facility bear interest at a rate per annum, at our election, of either (i) the adjusted base rate, as defined in the credit agreement, plus an applicable margin, which varies between 0.25% and 1.25% depending on our total leverage ratio as determined under the credit agreement, or (ii) the adjusted eurocurrency rate, as defined in the credit agreement, plus an applicable margin, which varies between 1.25% and 2.25% depending on our total leverage ratio. We are required to pay a fee on the unused portion of the revolving credit facility at a rate per annum that varies between 0.20% and 0.35% depending on our total leverage ratio. Borrowings under the revolving credit facility are secured by 100% of the stock of certain of our U.S. subsidiaries and 65% of the stock of certain of our foreign subsidiaries, which represent approximately ~~$28.9~~$29.7 million in net assets as of March ~~31, 2018.~~30, 2019.

Under the credit agreement, we must comply with various financial and non-financial covenants. Compliance with these financial covenants is tested on a fiscal quarterly basis. Any indebtedness outstanding under the revolving credit facility may become immediately due and payable upon the occurrence of stated events of default, including our failure to pay principal, interest or fees or a violation of any financial covenant. The financial covenants require us to maintain an adjusted consolidated EBITDA to consolidated interest expense ratio of more than 2.5:1.0 and to comply with a consolidated debt to adjusted consolidated EBITDA ratio of not more than 3.0:1.0. The non-financial covenant restrictions of the senior credit agreement include, but are not limited to, our ability to incur additional indebtedness, engage in acquisitions or dispositions, and enter into business combinations.

Forgivable Loans and Term Loans

In order to attract and retain highly skilled professionals, we may issue forgivable loans or term loans to employees and non-employee experts. A portion of these loans is ~~collateralized.~~collateralized by key person life insurance. The forgivable loans have terms that are generally between three and eight years. The principal amount of forgivable loans and accrued interest is forgiven by us over the term of the loans, so long as the employee or non-employee expert continues employment or affiliation with us and complies with certain contractual requirements. The expense associated with the forgiveness of the principal amount of the loans is recorded as compensation expense over the service period, which is consistent with the term of the loans.

Compensation Arrangements

We have entered into compensation arrangements for the payment of incentive performance awards to certain of our employees and non-employee experts ~~and employees~~ if specific performance targets are met. The amounts of the awards to be paid under these compensation arrangements could fluctuate

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depending on future performance through the respective measurement periods. ~~Changes~~Increases in ~~the~~ estimated ~~award~~awards are expensed prospectively over the remaining service period. Decreases in estimated awards are recorded in the period incurred. We believe that we will have sufficient funds to satisfy any obligations related to the incentive performance awards. We expect to fund these payments, if any, from existing cash resources, cash generated from operations, or borrowings on our existing revolving credit facility.

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Business and Talent Acquisitions

As part of our business, we regularly evaluate opportunities to acquire other consulting firms, practices or groups or other businesses. In recent years, we have typically paid for acquisitions with cash, or a combination of cash and our common stock, and we may continue to do so in the future. To pay for an acquisition, we may use cash on hand, cash generated from our operations, borrowings under our revolving credit facility, or we may pursue other forms of financing. Our ability to secure short-term and long-term debt or equity financing in the future ~~including our ability to refinance our current senior loan agreement,~~ will depend on several factors, including our future profitability, the levels of our debt and equity, restrictions under our existing revolving line of credit with our bank, and the overall credit and equity market environments. ~~See Note 6 Business Acquisitions to the condensed consolidated financial statements to this Form 10-Q for further details of the C1 acquisition in 2017.~~

Share Repurchases

~~On May 3, 2017~~In February 2018 and February ~~15, 2018, we announced~~2019, our Board of Directors ~~approved~~authorized expansions to our existing share repurchase ~~programs~~program, each authorizing the purchase of ~~up to~~an additional $20.0 million ~~and $20.0 million, respectively,~~ of our common stock. We may repurchase shares under ~~these programs~~this program in open market purchases (including through any Rule 10b5-1 plan adopted by us) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. During the fiscal quarter ended March ~~31, 2018,~~30, 2019, we repurchased ~~162,892~~and retired 86,609 shares under our share repurchase program at an average ~~purchase~~ price per share of ~~$51.13 per share.~~$50.25. During the fiscal quarter ended ~~April 1, 2017,~~March 31, 2018, we ~~did not repurchase or retire any~~repurchased and retired 162,892 shares under ~~these programs. Approximately $21.2~~our share repurchase program at an average price per share of $51.13. As of March 30, 2019, we had approximately $17.2 million ~~was~~ available for future repurchases under ~~these programs as of March 31, 2018.~~our share repurchase program. We ~~will~~plan to finance ~~these programs~~future repurchases with available cash, cash from future operations and funds from our existing revolving credit facility. We expect to continue ~~repurchasing~~to repurchase shares under ~~these programs.~~our share repurchase program.

Dividends to Shareholders

We anticipate paying regular quarterly dividends each year. These dividends are anticipated to be funded through cash flow from operations, available cash on hand, and/or borrowings under our revolving credit facility. Although we anticipate paying regular quarterly dividends on our common stock for the foreseeable future, the declaration of any future dividends is subject to the discretion of our ~~board~~Board of ~~directors.~~Directors. During the fiscal quarters ended March 30, 2019 and March 31, 2018, we paid dividends of $1.7 million and $1.5 million, respectively, to our shareholders.

Impact of Inflation

To date, inflation has not had a material impact on our financial results. There can be no assurance, however, that inflation will not adversely affect our financial results in the future.

Future Capital and Liquidity Needs

We anticipate that our future capital and liquidity needs will principally consist of funds required for:

•: operating and general corporate expenses relating to the operation of our business, including the compensation of our employees under various annual bonus or long-term incentive compensation programs;

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•: the hiring of individuals to replenish and expand our employee base;
•: capital expenditures, primarily for information technology equipment, office furniture and leasehold improvements;
•: debt service and repayments, including interest payments on borrowings from our revolving credit facility;
•: share repurchases;
•: dividends to shareholders;
•: potential acquisitions of businesses that would allow us to diversify or expand our service offerings;
•: contingent obligations related to our acquisitions; and
•: other known future contractual obligations.

The hiring of individuals to replenish and expand our employee base is an essential part of our business operations and has historically been funded principally from ~~operations.~~operations and short-term borrowings. Many of the other above activities are discretionary in nature. For example, capital expenditures can be deferred, acquisitions can be forgone, and share repurchase programs and regular dividends can be suspended. As such, our operating model provides flexibility with respect to the deployment of cash flow from operations. Given this flexibility, we believe that our cash flows from operations, supplemented by cash on hand and borrowings under our bank credit facility (as necessary), will provide adequate cash to fund our long-term cash needs from normal operations for at least the next twelve months.

Our conclusion that we will be able to fund our cash requirements by using existing capital resources and cash generated from operations does not take into account the impact of any future acquisition transactions or any unexpected significant changes in the number of employees or other expenditures that are currently not contemplated. The anticipated cash needs of our business could change significantly if we pursue and complete additional business acquisitions, if our business plans change, if economic conditions change from those currently prevailing or from those now anticipated, or if other unexpected circumstances arise that have a material effect on the cash flow or profitability of our business. Any of these events or circumstances, including any new business opportunities, could involve significant additional funding needs in excess of the identified currently available sources and could require us to raise additional debt or equity funding to meet those needs on terms that may be less favorable compared to our current sources of capital. Our ability to raise additional capital, if necessary, is subject to a variety of factors that we cannot predict with certainty, including:

•: our future profitability;
•: the quality of our accounts receivable;
•: our relative levels of debt and equity;
•: the volatility and overall condition of the capital markets; and
•: the market prices of our securities.

~~Contractual Obligations~~

On July 28, 2017, we entered into the second amendment to lease an additional 2,422 square feet of office space in New York, New York. The amendment expands the total office space to 44,270 square feet and is set to expire on April 30, 2028. The amendment includes a base rent abatement of approximately $0.2 million and a tenant improvement allowance of approximately $0.2 million, increasing the total base rent abatement to approximately $1.4 million. and the total tenant

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improvement allowance to approximately $1.6 million. Following an initial rent abatement period, the annual base rent will increase by approximately $0.2 million per year to a total annual base rent of approximately $1.4 million. The annual base rent is subject to annual increases of approximately 8% after five years.

On February 12, 2018, we entered into an agreement to lease an additional 7,700 square feet of office space in London, UK. The agreement expands the total office space to 30,344 square feet and is set to expire on May 19, 2031. The agreement includes an additional base rent abatement and tenant improvement allowance of approximately £1.2 million, increasing the total rent incentives to approximately £4.7 million. The base rent for the additional space is approximately £0.5 million per year, increasing the total base rent to approximately £2.1 million, and is subject to increases every five years, based on rental market conditions at that time. At the end of the lease, we will be responsible for returning the vacated space to its original condition at our expense.

Factors Affecting Future Performance

Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q, as well as a description of material risks we face, are set forth under the heading "Risk Factors" included in Part I—Item 1A of ~~our Annual Report on~~the 2018 Form ~~10-K for the year ended December 30, 2017 filed with the SEC on March 12, 2018.~~10-K. If any of these risks, or any risks not presently known to us or that we currently believe are

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not significant, develops into an actual event, then our business, financial condition, and results of operations could be adversely affected.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks see "Item 7A. Quantitative and Qualitative Disclosures about Market Risk," in ~~our Annual Report on~~the 2018 Form ~~10-K for the fiscal year ended December 30, 2017.~~10-K.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. This is done in order to ensure that information we are required to disclose in the reports that are filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March ~~31, 2018,~~30, 2019, due to the material weaknesses in internal control over financial reporting related to the inadequate design ~~and~~or execution of controls over non-routine technical accounting matters and information technology general controls ("ITGC") related to program changes to our accounting software. In addition, despite the significant efforts made during the fiscal year ended December 30, 2017 to remediate our previously identified material weaknesses, the material weakness in internal controls over ~~ITGC prevented~~the completeness and accuracy of: 1) our ~~ability to remediate the material weaknesses in~~contingent consideration and incentive-based compensation liabilities, including our internal controls over ~~financial reporting~~revenue forecasts and certain other assumptions used in ~~respect~~the computation of these liabilities; 2) revenue and related ~~reserve processes~~reserves; 3) certain accounts payable and ~~compensation-related processes~~expense accruals; and 4) the evaluation of certain technical tax matters described in Item 9A of ~~our Annual Report on~~the 2018 Form ~~10-K for the fiscal year ended December 30, 2017.~~10-K.

Notwithstanding these material weaknesses, management has concluded that the condensed consolidated financial statements included in this quarterly report on Form 10-Q present fairly, in all material aspects, our

~~Table~~ financial position at the end of, ~~Contents~~

~~financial position,~~and the results of operations and cash flows for, the periods presented in conformity with accounting principles generally accepted in the United States.

Evaluation of Changes in Internal Control over Financial Reporting

Under the supervision and with the participation of our management, including our President and Chief Executive Officer and Chief Financial Officer, we evaluated whether there were any changes in our internal control over financial reporting during the first quarter of fiscal ~~2018.~~2019. Except for the ongoing remediation of the material weaknesses in internal controls over financial reporting noted above pursuant to the ~~plans~~plan described in Item 9A of ~~our Annual Reports on~~the 2018 Form 10-K, ~~for~~and the ~~fiscal years ended December 31, 2016 and December 30, 2017, respectively,~~implementation of ASC 842 as described below, there were no changes in our internal control over financial reporting identified in connection with the above evaluation that occurred during the first quarter of fiscal ~~2018,~~2019, except those disclosed below, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

~~Beginning~~On December ~~31, 2017,~~30, 2018, we implemented ASC ~~606,~~842,~~Revenue from Contracts with Customers~~Leases. ~~Although the~~The new ~~revenue~~lease accounting standard ~~is not expected to have~~has a material impact on our ~~ongoing net income,~~financial position and related disclosures; consequently, we ~~did implement~~have implemented changes to our processes related to ~~revenue recognition~~the identification of and accounting for leases and the control activities ~~within them.~~related thereto. These changes included ~~the development of~~developing new accounting and operational policies, ~~based on the five-step model provided in the new revenue standard, new~~providing internal training, refining ongoing lease contract review requirements, and establishing processes for the gathering of information provided for disclosures.

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Plan for Remediation of Material Weakness

We are committed to remediating the control deficiencies that gave rise to the material weaknesses described above. Management is responsible for implementing changes and improvements to our internal control over financial reporting and for remediating the control deficiencies that gave rise to these material weaknesses. During fiscal ~~2018,~~2019, we ~~have enhanced~~are enhancing our system of internal controls over financial reporting with the following actions:

•: Maintaining the Special Internal Controls Committee to guide our remediation efforts;
•: ~~Establishment~~Continuing our evaluation of ~~an enhanced program change management policy, process~~the design and operation of our internal controls ~~over information technology systems, databases, applications~~related to revenue and ~~reports created from certain key systems used in~~related reserves, contingent consideration, incentive-based compensation, income taxes, accounts payable and accrued expenses, including the ~~financial reporting process;~~evaluation of automated controls;
•: ~~Continued strengthening~~Developing and implementing new management review procedures and controls over revenue forecasts and assumptions used in the computation of contingent consideration;
•: Evaluating our management review procedures and controls over revenue forecasts and related assumptions used in the computation of, incentive-based compensation;
•: Providing additional training on the importance of review controls and related documentation as well as effective review and documentation procedures;
•: Evaluating areas of the finance organization for further technological advancements, such as accounts payable, accrued expenses, and incentive-based compensation to ensure the timeliness, completeness, and accuracy of our accounting records and enhanced reporting;
•: Continuing refinement of our accounting policies, procedures, controls ~~and~~as well as broadening formalized documentation of our control ~~policies, in addition to the execution thereof;~~policies; and
•: ~~Engagement of~~Engaged a ~~third party~~third-party specialist to assist in the ~~design and development~~assessment of our tax function, including our information technology ~~capabilities;~~capabilities, processes and systems.

Important Considerations

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

There has been no material change in any risk factors previously disclosed in ~~our Annual Report~~ on the 2018 Form ~~10-K for the year ended December 30, 2017 filed with the SEC on March 12, 2018.~~10-K. See "Risk Factors" in ~~our Annual Report on~~the 2018 Form 10-K ~~for the fiscal year ended December 30, 2017~~ for a complete description of the material risks we face.

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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not applicable.

(b) Not applicable.

(c) The following table provides information about our repurchases of shares of our common stock during the fiscal quarter ended March ~~31, 2018.~~30, 2019. During that period, we did not act in concert with any affiliate or any other person to acquire any of our common stock and, accordingly, we do not believe that purchases by any such affiliate or other person (if any) are reportable in the following table. For purposes of this table, we have divided the fiscal quarter into three periods of four weeks, four weeks, and five weeks, respectively, to coincide with our reporting periods during the first quarter of fiscal ~~2018.~~2019.

Issuer Purchases of Equity Securities

Period
(a)
Total Number
of Shares
Purchased(1) (b)
Average
Price
Paid per
Share(1) (c)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (d)
Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased
Under the Plans
or Programs(2)
December 31, 2017 to January 27, 2018
— — — $ 9,493,667
January 28, 2018 to February 24, 2018
31,817 $ 47.32 30,400 $ 27,978,623
February 25, 2018 to March 31, 2018
166,362 $ 51.10 132,492 $ 21,164,213

Period		(b) Average Price Paid per Share(1)			(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(2)

December 30, 2018 to January 26, 2019	—		—	—	$	1,593,768
January 27, 2019 to February 23, 2019	2,467	$	41.61	—	$	21,593,768
February 24, 2019 to March 30, 2019	92,299	$	50.24	86,609	$	17,241,813

(1): During the four weeks ended February ~~24, 2018~~23, 2019 we accepted ~~1,417~~2,467 shares of our common stock as a tax withholding from certain of our employees, in connection with the vesting of shares of restricted stock that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at the average price of ~~$46.06.~~$41.61. During the five weeks ended March ~~31, 2018~~30, 2019 we accepted ~~33,870~~5,690 shares of our common stock as a tax withholding from certain of our employees, in connection with the vesting of shares of restricted stock and restricted stock units that occurred during the indicated period, pursuant to the terms of our 2006 equity incentive plan, at the average price per share of ~~$50.98.~~$50.12.
(2): On ~~May 3, 2017~~each of February 2, 2018 and February ~~15, 2018, we announced~~13, 2019, our Board of Directors ~~approved~~authorized an expansion to our existing share repurchase ~~programs~~program of ~~up to~~an additional $20.0 million ~~and $20.0 million, respectively,~~of outstanding shares of our common stock. We may repurchase shares under ~~any of these programs~~this program in open market purchases (including through any Rule 10b5-1 plan adopted by us) or in privately negotiated transactions in accordance with applicable insider trading and other securities laws and regulations. During the ~~four~~five weeks ended ~~February 24, 2018,~~March 30, 2019, we repurchased and retired ~~30,400~~86,609 shares under ~~these programs~~this program at an average price per share of ~~$49.84. During the five weeks ended March 31, 2018, we repurchased and retired 132,492 shares under these programs at an average price per share of $51.43.~~$50.25. Approximately ~~$21.2~~$17.2 million was available for future repurchases under ~~these programs~~this program as of March ~~31, 2018.~~30, 2019. We expect to continue to repurchase shares under ~~these programs.~~this program.

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ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

None.

ITEM 5. Other Information

None.

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ITEM 6. EXHIBIT INDEX

	Item No.			Description

		~~10.1~~31.1		~~Second Amendment to Lease dated July 28, 2017 by and between CRA International, Inc. and 1411 IC-SIC Property LLC~~
		~~10.2~~		~~Lease dated February 12, 2018 by and among Mitsubishi Estate London Limited, CRA International (UK) Limited and CRA International, Inc.~~
		~~31.1~~		Rule 13a-14(a)/15d-14(a) certification of principal executive officer
		31.2		Rule 13a-14(a)/15d-14(a) certification of principal financial officer
		32.1		Section 1350 certification
		101		The following financial statements from CRA International, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended March ~~31, 2018,~~30, 2019, formatted in XBRL (eXtensible Business Reporting Language), as follows: (i) Condensed Consolidated Income Statements (unaudited) for the fiscal quarters and the fiscal year to date periods ended March 30, 2019 and March 31, 2018, ~~and April 1, 2017,~~ (ii) Condensed Consolidated Statements of Comprehensive Income (unaudited) for the fiscal quarters ended March 30, 2019 and March 31, 2018, ~~and April 1, 2017,~~ (iii) Condensed Consolidated Balance Sheets (unaudited) as at March ~~31, 2018~~30, 2019 and December 30, ~~2017,~~2018, (iv) Condensed Consolidated Statements of Cash Flows (unaudited) for the fiscal quarters ended March 30, 2019 and March 31, 2018, ~~and April 1, 2017,~~ (v) Condensed Consolidated Statement of Shareholders' Equity (unaudited) for the fiscal ~~quarter~~quarters ended March 30, 2019 and March 31, 2018, and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CRA INTERNATIONAL, INC.
Date: May ~~8, 2018~~2, 2019	By:	/s/ PAUL A. MALEH Paul A. Maleh President and Chief Executive Officer
Date: May ~~8, 2018~~2, 2019	By:	/s/ CHAD M. HOLMES Chad M. Holmes Chief Financial Officer, Executive Vice President and Treasurer
Date: May ~~8, 2018~~2, 2019	By	/s/ DOUGLAS C. MILLER Douglas C. Miller Vice President and Chief Accounting Officer

	March 31, 2018			December 30, 2017

Beginning balance	$	5,137		$	549
Acquisitions		—			2,357
Remeasurement of acquisition-related contingent consideration		(264	)		1,155
Accretion		157			1,328
Payments		—			(299	)
Effects of foreign currency translation		—			47

Ending balance	$	5,030		$	5,137

	March 31, 2018			December 30, 2017

Beginning balance	$	28,628		$	33,962
Advances		23,028			11,672
Repayments		(3,333	)		(2,135	)
Reclassification to other assets		—			(1,100	)
Amortization		(3,552	)		(14,155	)
Effects of foreign currency translation		22			384

Ending balance	$	44,793		$	28,628



Current portion of forgivable loans	$	6,651		$	5,540



Non-current portion of forgivable loans	$	38,142		$	23,088

	Fiscal Quarter Ended

	March 31, 2018		April 1, 2017(1)
Type of Contract
Consulting services revenues
Fixed Price	$	20,714	$	18,774
Time-and-materials		78,762		69,397

Total	$	99,476	$	88,171

Fiscal Quarter Ended March 31, 2018	Balance at Beginning of Period		Additions		Deductions		Balance at End of Period

Contract assets:
Accounts receivable	$	87,181	$	97,956	$	100,721	$	84,416
Allowance for doubtful accounts		7,378		1,031		1,497		6,912

Accounts receivable, net of allowances	$	79,803	$	96,925	$	99,224	$	77,504



Unbilled services	$	35,276	$	148,308	$	138,238	$	45,346
Unbilled receivables allowance		1,746		1,583		670		2,659

Unbilled services, net of allowances	$	33,530	$	146,725	$	137,568	$	42,687



Contract liabilities:
Deferred revenue	$	6,896	$	15,301	$	17,399	$	4,798

	March 31, 2018

Revenue recognized in the period from:
Amounts included in the contract liability at the beginning of the period	$	2,858
Performance obligations satisfied in previous periods	$	2,135

	As previously reported		As revised

Deferred compensation and other non-current liabilities	$	20,656	$	11,526
Deferred rent and facility-related non-current liabilities		11,526		20,656

Period		(b) Average Price Paid per Share(1)			(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(2)

December 31, 2017 to January 27, 2018	—		—	—	$	9,493,667
January 28, 2018 to February 24, 2018	31,817	$	47.32	30,400	$	27,978,623
February 25, 2018 to March 31, 2018	166,362	$	51.10	132,492	$	21,164,213