SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~JUNE 30, 2017~~MARCH 31, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM to .

Commission File Number 1-10427

ROBERT HALF INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)



Delaware		94-1648752
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2884 Sand Hill Road Suite 200 Menlo Park, California		94025
(Address of principal executive offices)		(zip-code)

Registrant’s telephone number, including area code: (650) 234-6000

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 x No ¨

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 x No ¨

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 filer	x		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if a smaller reporting company)

Smaller reporting company	¨		Emerging growth company	¨

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. ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of ~~July 31, 2017:~~April 30, 2018:

~~126,184,289~~123,562,570 shares of $.001 par value Common Stock

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(in thousands, except share amounts)



	~~June 30,~~March 31, ~~2017~~2018		December 31, ~~2016~~2017


ASSETS
Cash and cash equivalents	$	297,798		$	260,201		$	291,987	$	294,753
Accounts receivable, less allowances of $33,651 and $33,133	708,493			703,228
Accounts receivable, less allowances of $22,375 and $33,181							784,889		732,405
Other current assets	340,815			320,805			391,580		404,711
Total current assets	1,347,106			1,284,234			1,468,456		1,431,869
Goodwill	210,393			209,793			210,832		210,885
Other intangible assets, net	6,255			3,671			4,553		4,946
Property and equipment, net	153,563			161,509			136,837		144,887
Deferred income taxes	118,821			118,764			73,182		74,867
Total assets	$	1,836,138		$	1,777,971		$	1,893,860	$	1,867,454
LIABILITIES
Accounts payable and accrued expenses	$	127,664		$	135,540		$	146,110	$	126,937
Accrued payroll and benefit costs	551,632			539,048			608,417		612,899
Income taxes payable	39,972			5,141			9,726		7,877
Current portion of notes payable and other indebtedness	175			167			187		183
Total current liabilities	719,443			679,896			764,440		747,896
Notes payable and other indebtedness, less current portion	750			840			608		657
Other liabilities	11,561			10,636			14,015		13,636
Total liabilities	731,754			691,372			779,063		762,189
Commitments and Contingencies (Note G)
STOCKHOLDERS’ EQUITY
Preferred stock, $.001 par value authorized 5,000,000 shares; issued and outstanding zero shares	—			—			—		—
Common stock, $.001 par value authorized 260,000,000 shares; issued and outstanding 126,184,290 shares and 127,796,558 shares	126			128
Common stock, $.001 par value authorized 260,000,000 shares; issued and outstanding 123,562,571 shares and 124,261,458 shares							124		124
Capital surplus	1,043,137			1,022,411			1,075,156		1,064,601
Accumulated other comprehensive loss	(5,506		)	(20,502		)
Accumulated other comprehensive income							9,015		3,507
Retained earnings	66,627			84,562			30,502		37,033
Total stockholders’ equity	1,104,384			1,086,599			1,114,797		1,105,265
Total liabilities and stockholders’ equity	$	1,836,138		$	1,777,971		$	1,893,860	$	1,867,454

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017

Net service revenues	$	1,308,428		$	1,344,160		$	2,595,798		$	2,646,785		$	1,395,333		$	1,287,370
Direct costs of services, consisting of payroll, payroll taxes, benefit costs and reimbursable expenses	769,990			787,167			1,531,532			1,557,820			822,967			761,542
Gross margin	538,438			556,993			1,064,266			1,088,965			572,366			525,828
Selling, general and administrative expenses	407,721			407,496			807,970			805,570			437,999			400,249
Amortization of intangible assets	365			314			666			602			463			301
Interest income, net	(355		)	(231		)	(578		)	(412		)	(735		)	(223		)
Income before income taxes	130,707			149,414			256,208			283,205			134,639			125,501
Provision for income taxes	50,391			57,798			97,371			108,173			38,472			46,980
Net income	$	80,316		$	91,616		$	158,837		$	175,032		$	96,167		$	78,521

Net income per share:
Basic	$	.64		$	.71		$	1.27		$	1.36		$	.79		$	.63
Diluted	$	.64		$	.71		$	1.26		$	1.35		$	.78		$	.62

Shares:
Basic	124,617			128,586			125,074			128,933			121,934			125,537
Diluted	125,104			129,329			125,758			129,733			122,887			126,418
Cash dividends declared per share	$	.24		$	.22		$	.48		$	.44		$	.28		$	.24

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)


	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
	2017		2016			2017		2016		2018		2017
COMPREHENSIVE INCOME:
Net income	$	80,316	$	91,616		$	158,837	$	175,032	$	96,167	$	78,521
Foreign currency translation adjustments, net of tax	10,132		(4,193		)	14,996		3,793		5,508		4,864
Total comprehensive income	$	90,448	$	87,423		$	173,833	$	178,825	$	101,675	$	83,385

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per share amounts)


	Six Months Ended June 30,						Three Months Ended March 31,
	2017			2016			2018			2017
COMMON STOCK—SHARES:
Balance at beginning of period	127,797			131,156			124,261			127,797
Net issuances of restricted stock	829			935			514			807
Repurchases of common stock	(2,442		)	(1,955		)	(1,212		)	(1,425		)
Exercises of stock options	—			2
Balance at end of period	126,184			130,138			123,563			127,179
COMMON STOCK—PAR VALUE:
Balance at beginning of period	$	128		$	131		$	124		$	128
Net issuances of restricted stock	1			1			1			1
Repurchases of common stock	(3		)	(2		)	(1		)	(2		)
Balance at end of period	$	126		$	130		$	124		$	127
CAPITAL SURPLUS:
Balance at beginning of period	$	1,022,411		$	979,477		$	1,064,601		$	1,022,411
Net issuances of restricted stock at par value	(1		)	(1		)	(1		)	(1		)
Stock-based compensation expense	20,727			22,093			10,556			9,857
Exercises of stock options—excess over par value	—			78
Tax impact of equity incentive plans	—			(687		)
Balance at end of period	$	1,043,137		$	1,000,960		$	1,075,156		$	1,032,267
ACCUMULATED OTHER COMPREHENSIVE LOSS:
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period	$	(20,502	)	$	(10,294	)	$	3,507		$	(20,502	)
Foreign currency translation adjustments, net of tax	14,996			3,793			5,508			4,864
Balance at end of period	$	(5,506	)	$	(6,501	)	$	9,015		$	(15,638	)
RETAINED EARNINGS:
Balance at beginning of period	$	84,562		$	34,467		$	37,033		$	84,562
Net income	158,837			175,032			96,167			78,521
Repurchases of common stock—excess over par value	(115,807		)	(76,999		)	(68,488		)	(68,295		)
Cash dividends ($.48 per share and $.44 per share)	(60,965		)	(57,581		)
Cash dividends ($.28 per share and $.24 per share)							(34,210		)	(30,601		)
Balance at end of period	$	66,627		$	74,919		$	30,502		$	64,187

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Six Months Ended June 30,						Three Months Ended March 31,
	2017			2016			2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	158,837		$	175,032		$	96,167		$	78,521
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	666			602			463			301
Depreciation expense	31,845			30,710			16,253			15,899
Stock-based compensation expense—restricted stock and stock units	20,727			22,093			10,556			9,857
Excess tax benefits from stock-based compensation	—			(802		)
Deferred income taxes	18			(2,070		)	1,695			10,556
Provision for doubtful accounts	3,421			3,213			1,778			1,697
Changes in assets and liabilities:
Decrease (increase) in accounts receivable	3,376			(29,330		)
Increase in accounts payable, accrued expenses, accrued payroll and benefit costs	38			7,215
(Increase) decrease in accounts receivable							(49,794		)	4,296
Increase (decrease) in accounts payable, accrued expenses, accrued payroll and benefit costs							13,527			(7,498		)
Increase in income taxes payable	49,229			9,741			27,068			27,860
Change in other assets, net of change in other liabilities	(10,097		)	(9,210		)	(1,495		)	(17,989		)
Net cash flows provided by operating activities	258,060			207,194			116,218			123,500
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for acquisitions, net of cash acquired	(1,643		)	(1,400		)
Capital expenditures	(21,186		)	(43,740		)	(7,965		)	(10,335		)
Payments to trusts for employee deferred compensation plans	(15,245		)	(11,251		)	(10,585		)	(4,939		)
Net cash flows used in investing activities	(38,074		)	(56,391		)	(18,550		)	(15,274		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchases of common stock	(129,243		)	(81,544		)	(68,489		)	(80,687		)
Cash dividends paid	(61,448		)	(57,895		)	(34,919		)	(30,597		)
Payments for notes payable and other indebtedness	(82		)	(75		)	(44		)	(41		)
Excess tax benefits from stock-based compensation	—			802
Proceeds from exercises of stock options	—			78
Net cash flows used in financing activities	(190,773		)	(138,634		)	(103,452		)	(111,325		)
Effect of exchange rate changes on cash and cash equivalents	8,384			1,968			3,018			3,041
Net increase in cash and cash equivalents	37,597			14,137
Net decrease in cash and cash equivalents							(2,766		)	(58		)
Cash and cash equivalents at beginning of period	260,201			224,577			294,753			260,201
Cash and cash equivalents at end of period	$	297,798		$	238,714		$	291,987		$	260,143

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Non-cash items:
Stock repurchases awaiting settlement	$	1,255		$	7,392		$	—		$	2,298

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~June 30, 2017~~March 31, 2018

Note A—Summary of Significant Accounting Policies

Nature of Operations. Robert Half International Inc. (the “Company”) provides specialized staffing and risk consulting services through such divisions as Accountemps^®, Robert Half^® Finance & Accounting, OfficeTeam^®, Robert Half^® Technology, Robert Half^® Management Resources, Robert Half^® Legal, The Creative Group^®, and Protiviti^®. The Company, through its Accountemps, Robert Half Finance & Accounting, and Robert Half Management Resources divisions, is a specialized provider of temporary, full-time, and senior-level project professionals in the fields of accounting and finance. OfficeTeam specializes in highly skilled temporary administrative support professionals. Robert Half Technology provides project and full-time technology professionals. Robert Half Legal provides temporary, project, and full-time staffing of lawyers, paralegals and legal support personnel. The Creative Group provides interactive, design, marketing, advertising and public relations professionals. Protiviti is a global consulting firm that helps companies solve problems in finance, technology, operations, data, analytics, governance, risk and internal audit, and is a wholly-owned subsidiary of the Company. Revenues are predominantly derived from specialized staffing services. The Company operates in North America, South America, Europe, Asia and Australia. The Company is a Delaware corporation.

Basis of Presentation. The unaudited Condensed Consolidated Financial Statements (“Financial Statements”) of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). The comparative year-end condensed consolidated statement of financial position data presented was derived from audited financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the financial position and results of operations for the periods presented have been included. These Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, ~~2016,~~2017, included in its Annual Report on Form 10-K. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year.

Principles of Consolidation. The Financial Statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. All intercompany balances have been eliminated.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. As of ~~June 30, 2017,~~March 31, 2018, such estimates included allowances for uncollectible accounts receivable, workers’ compensation losses, and income and other taxes. Management estimates are also utilized in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions. Actual results and outcomes may differ from management's estimates and assumptions.

Revenue Recognition. Revenues from contracts with customers are generated in three segments: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services. Revenues are recognized when promised goods or services are delivered to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. See Note C for further discussion of revenue recognition and disaggregation of revenues.

Advertising Costs. The Company expenses all advertising costs as incurred. Advertising costs for the three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ are reflected in the following table (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2017 2016 2017 2016
Advertising costs $ 12,225 $ 12,084
$ 23,696
$ 23,344



	Three Months Ended March 31,
	2018		2017
Advertising costs	$	13,081	$	11,471

~~Note B— New Accounting Pronouncements~~

~~Recently Adopted Accounting Pronouncements~~

~~Stock Compensation.~~ In March 2016, the Financial Accounting Standards Board ("FASB") issued authoritative guidance which changes financial reporting as it relates to Employee Share-Based Payment Accounting. Under the new guidance, several aspects of the accounting for share-based payment award transactions will be simplified, including: i) income tax consequences;

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

~~June 30, 2017~~March 31, 2018

ii) classification of awards as either equity or liabilities; and iii) classification on the statement of cash flows. The new guidance was effective for annual and interim periods beginning after December 15, 2016 and was adopted by the Company effective January 1, 2017. The adoption of this guidance did not have a material impact on the Company's financial statements.Note B— New Accounting Pronouncements

Recently ~~Issued~~Adopted Accounting Pronouncements ~~Not Yet Adopted~~

Revenue from Contracts with Customers. In May 2014, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued authoritative guidance that provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The new guidance requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ~~It also requires additional disclosure about~~

The Company adopted the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Thenew guidance, ~~permits companies to either apply~~using the ~~requirements retrospectively~~modified retrospective method applied to all ~~prior periods presented, or apply the requirements in the year~~contracts not completed as of adoption, through a cumulative adjustment. The amended guidance also requires additional quantitative and qualitative disclosures. In March 2016, amended guidance was issued to clarify implementation guidance on principal versus agent consideration. In April 2016 an amendment provided clarifications on determining whether a promised license provides a customer with a right to use or a right to access an entity’s intellectual property. In May 2016 an amendment provided narrow scope improvements and practical expedients to reduce the potential diversity, cost and complexity of applying new revenue standard. These amendments, as well as the original guidance, are all effective for annual and interim periods beginning after December 15, 2017. The new standard will be effective for the Company beginning January 1, 2018, and since the adoption of the new guidance was not material, no adjustment was made to opening retained earnings. The Company also had no significant changes to systems, processes, or controls. The adoption of the guidance did not have a material impact on the Company's income statement. In accordance with the new guidance, the Company ~~intends~~reclassified certain allowances that are now reflected as liabilities. The impact to ~~implement~~ the ~~standard with~~Company's balance sheet is as follows (in thousands):



	March 31, 2018
	As Reported		Balances Without Adoption of Revenue Guidance		Effect of Change Higher (Lower)
Assets
Accounts receivable, net	$	784,889	$	774,281	$	10,608

Liabilities
Accounts payable and accrued expenses	$	146,110	$	135,502	$	10,608

Classification of Certain Cash Receipts and Cash Payments in Statement of Cash Flows. In August 2016, the ~~modified retrospective approach, which recognizes~~FASB issued authoritative guidance designed to address diversity in how certain cash receipts and cash payments are presented and classified in the ~~cumulative effect~~statement of ~~application recognized on that date.~~cash flows, including: i) contingent consideration payments made after a business combination; ii) proceeds from the settlement of insurance claims; and iii) proceeds from the settlement of corporate-owned life insurance policies. The Company adopted the new guidance as of January 1, 2018. The adoption of this guidance isdid not ~~expected to~~ have a material impact on the Company's financial ~~statements, and~~statements.

Stock Compensation. In May 2017, the FASB issued authoritative guidance updating which changes in the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the amended guidance, entities are required to account for the effects of a modification if the fair value, vesting conditions or classification (as an equity instrument or a liability instrument) of the modified award change from that of the original award immediately before the modification. The Company ~~does~~adopted the new guidance as of January 1, 2018. The adoption of this guidance did not ~~anticipate significant changes to systems, processes, or controls.~~ have a material impact on the Company's financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

Lease Accounting.In February 2016, the FASB issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees will be required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The new guidance is effective for annual and interim periods beginning after December 15, 2018. Early application is permitted for all entities upon issuance. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2018

comparative period presented in the financial statements. While the impact of the adoption of this guidance will include the recognition of right-of-use assets and lease liabilities on the Company's statement of financial position, the Company is in the process of evaluating the impact of adoption of this guidance on its systems, processes, and controls.

~~Classification of Certain Cash Receipts and Cash Payments in Statement of Cash Flows.~~ In August 2016, the FASB issued authoritative guidance designed to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows, including: i) contingent consideration payments made after a business combination; ii) proceeds from the settlement of insurance claims; and iii) proceeds from the settlement of corporate-owned life insurance policies. The new guidance is effective for the Company for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in any interim or annual period. The Company believes the adoption of this guidance will not have a material impact on its financial statements.

Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued authoritative guidance to simplify the goodwill impairment testing process. The new standard eliminates Step 2 of the goodwill impairment test. If a company determines in Step 1 of the goodwill impairment test that the carrying value of goodwill is greater than the fair value, an impairment in that amount should be recorded to the income statement, rather than proceeding to Step 2. The new guidance is effective for the Company beginning after December 31, 2019, although early adoption is permitted. The Company believes the adoption of this guidance will not have a material impact on its financial statements.

Note C—Revenue Recognition

Revenues from contracts with customers are generated in three segments: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services. Revenues are recognized when promised goods or services are delivered to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Net service revenues, as presented on the unaudited Condensed Consolidated Statements of Operations, represent services rendered to customers less variable consideration, such as sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses, are recorded on a gross basis and included in net service revenues, with equivalent amounts of reimbursable expenses included in direct costs of services.

Temporary and consultant staffing revenues. Temporary and consultant staffing revenues from contracts with customers are recognized in the amount to which the Company has a right to invoice, when the services are rendered by the Company’s temporary employees.

The Company records temporary and consultant staffing revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified employees, (ii) has the discretion to select the employees and establish their price and duties and (iii) bears the risk for services that are not fully paid for by customers. Fees paid to Time Management or Vendor Management service providers selected by clients are recorded as a reduction of revenues, as the Company is not the primary obligor with respect to those services. Employees placed on temporary assignment by the Company are the Company’s legal employees while they are working on assignments. The Company pays all related costs of employment, including workers’ compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits. The Company assumes the risk of acceptability of its employees to its customers.

Permanent placement staffing revenues. Permanent placement staffing revenues from contracts with customers are primarily recognized when employment candidates accept offers of permanent employment. The Company has a substantial history of estimating the financial impact of permanent placement candidates who do not remain with its clients through the 90-day guarantee period. These amounts are established based primarily on historical data and are recorded as liabilities. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates.

Risk consulting and internal audit revenues. Risk consulting and internal audit services generally contain one or more performance obligation(s) which are satisfied over a period of time. Revenues are recognized over time as the performance obligations are satisfied, because the services provided do not have any alternative use to the Company, and contracts generally include language giving the Company an enforceable right to payment for services provided to date. Revenue is measured using cost incurred relative to total estimated cost for the engagement to measure progress towards satisfying the Company's performance obligations. Cost incurred represents work performed and thereby best depicts the transfer of control to the customer.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

~~June 30, 2017~~March 31, 2018

~~Stock Compensation.~~ ~~In May 2017,~~The following table presents the ~~FASB issued authoritative guidance updating which changes~~Company's revenues disaggregated by line of business (in thousands):



	Three Months Ended March 31,
	2018			2017
Accountemps		$	471,589		$	436,539
OfficeTeam		261,152			236,179
Robert Half Technology		160,062			157,439
Robert Half Management Resources		173,485			157,449
Temporary and consulting staffing revenues		1,066,288			987,606
Permanent placement staffing revenues		121,400			103,633
Risk consulting and internal audit revenues		207,645			196,131
Net service revenues		$	1,395,333		$	1,287,370

Payment terms in our contracts vary by the type and location of our customer and the services offered. The term between invoicing and when payment is due is not significant.

Contracts with multiple performance obligations are recognized as performance obligations are delivered, and contract value is allocated based on relative stand-alone selling values of the services and products in the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the amended guidance, entities are required to account for the effects of a modification if the fair value, vesting conditions or classification (as an equity instrument or a liability instrument)arrangement. As of the ~~modified award change from~~quarter ended March 31, 2018, aggregate transaction price allocated to the performance obligations that are unsatisfied for contracts with an expected duration of greater than one year was $84.1 million. Of this amount, substantially all is expected to be recognized within the next twelve months. There were no revenues recognized in the quarter ended March 31, 2018 related to performance obligations satisfied or partially satisfied in previous periods.

Contract assets are recorded when services are performed in advance of the ~~original award immediately before~~Company’s unconditional right to payment. Contract assets as of January 1, 2018 and March 31, 2018 were not material.

Contract liabilities are recorded when cash payments are received or due in advance of performance and are reflected in Accounts payable and accrued expenses on the ~~modification.~~unaudited Condensed Consolidated Balance Sheet. The ~~new guidance is effective for~~following table sets forth the ~~Company~~activity in ~~interim or annual periods beginning after December 15, 2017. The Company believes the adoption of this guidance will not have a material impact on its financial statements.~~contract liabilities from January 1, 2018 through March 31, 2018 (in thousands):



	March 31, 2018
Balance at beginning of period		$	9,003
Payments in advance of satisfaction of performance obligations		5,689
Revenue recognized		(3,842		)
Other, including translation adjustments		(1,977		)
Balance at end of period		$	8,873

Note C—D—Other Current Assets

Other current assets consisted of the following (in thousands):

June 30,
2017 December 31, 2016
Deposits in trusts for employee deferred compensation plans $ 264,273
$ 236,371
Other 76,542
84,434
Other current assets $ 340,815

$ 320,805

~~Note D—Goodwill~~

~~The following table sets forth the activity in goodwill from December 31, 2016 through June 30, 2017 (in thousands):~~

Goodwill
Balance as of December 31, 2016 $ 209,793
Foreign currency translation adjustments 600
Balance as of June 30, 2017 $ 210,393

~~The Company completed its annual goodwill impairment analysis as of June 30, 2017, and determined that no adjustment to the carrying value of goodwill was required.~~

~~Note E—Property and Equipment, Net~~

~~Property and equipment consisted of the following (in thousands):~~

June 30,
2017 December 31, 2016
Computer hardware $ 176,137
$ 170,746
Computer software 372,312
374,490
Furniture and equipment 101,787
100,472
Leasehold improvements 141,027
133,541
Other 9,760
9,993
Property and equipment, cost
801,023
789,242
Accumulated depreciation (647,460 ) (627,733 )
Property and equipment, net
$ 153,563
$ 161,509



	March 31, 2018			December 31, 2017
Deposits in trusts for employee deferred compensation plans		$	302,964		$	292,326
Other		88,616			112,385
Other current assets		$	391,580		$	404,711

910

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

~~June 30, 2017~~March 31, 2018

Note E—Property and Equipment, Net

Property and equipment consisted of the following (in thousands):



	March 31, 2018				December 31, 2017
Computer hardware		$	171,447			$	171,515
Computer software		377,991				376,761
Furniture and equipment		102,919				102,424
Leasehold improvements		150,181				148,764
Other		10,241				9,907
Property and equipment, cost		812,779				809,371
Accumulated depreciation		(675,942		)		(664,484		)
Property and equipment, net		$	136,837			$	144,887

Note F—Accrued Payroll and Benefit Costs

Accrued payroll and benefit costs consisted of the following (in thousands):


	June 30, 2017			December 31, 2016			March 31, 2018		December 31, 2017
Payroll and benefits		$	245,295		$	243,301	$	239,524	$	256,804
Employee deferred compensation plans		273,491			252,349		310,164		312,429
Workers’ compensation		18,915			19,361		17,543		17,092
Payroll taxes		13,931			24,037		41,186		26,574
Accrued payroll and benefit costs		$	551,632		$	539,048	$	608,417	$	612,899

Included in employee deferred compensation plans is the following (in thousands):

June 30, 2017 December 31, 2016
Deferred compensation plan and other benefits related to the Company’s
Chief Executive Officer
$ 84,423 $ 83,899



	March 31, 2018		December 31, 2017
Deferred compensation plan and other benefits related to the Company’s Chief Executive Officer	$	86,283	$	86,145

Note G—Commitments and Contingencies

On April 23, 2010, Plaintiffs David Opalinski and James McCabe, on behalf of themselves and a putative class of similarly situated Staffing Managers, filed a Complaint in the United States District Court for the District of New Jersey naming the Company and one of its subsidiaries as Defendants. The Complaint alleges that salaried Staffing Managers located throughout the U.S. have been misclassified as exempt from the Fair Labor Standards Act’s overtime pay requirements. Plaintiffs seek an unspecified amount for unpaid overtime on behalf of themselves and the class they purport to represent. Plaintiffs also seek an unspecified amount for statutory penalties, attorneys’ fees and other damages. On October 6, 2011, the Court granted the Company’s motion to compel arbitration of the Plaintiffs’ allegations. At this stage, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from these allegations and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations, and the Company intends to continue to vigorously defend against the allegations.

On March 13, 2014, Plaintiff Leonor Rodriguez, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, San Diego County. The complaint alleges that a putative class of current and former employees of the Company working in California since March 13, 2011 were denied compensation for the time they spent interviewing with clients of the Company as well as performing activities related to the interview process. Rodriguez seeks recovery on her own behalf and on behalf of the putative class in an unspecified amount for this allegedly unpaid compensation. Rodriguez also seeks recovery of an unspecified amount for the alleged failure of the Company to provide her and the putative class with accurate wage statements. Rodriguez also seeks an unspecified amount of other damages, attorneys’ fees, and statutory penalties, including but not limited to statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorney General Act (“PAGA”). On October 10, 2014, the Court granted a motion by the Company to compel all of Rodriguez’s claims, except the PAGA claim, to individual arbitration. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

On March 23, 2015, Plaintiff Jessica Gentry, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, San Francisco County, which

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2018

was subsequently amended on October 23, 2015. The complaint, which was filed by the same plaintiffs’ law firm that brought the Rodriguez matter described above, alleges claims similar to those alleged in Rodriguez. Specifically, the complaint alleges that a putative class of current and former employees of the Company working in California since March 13, 2010 were denied

~~ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES~~

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

~~June 30, 2017~~

compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as performing activities related to the interview process. Gentry seeks recovery on her own behalf and on behalf of the putative class in an unspecified amount for this allegedly unpaid compensation. Gentry also seeks recovery of an unspecified amount for the alleged failure of the Company to provide her and the putative class with accurate wage statements. Gentry also seeks an unspecified amount of other damages, attorneys’ fees, and statutory penalties, including penalties for allegedly not paying all wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by PAGA. On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s claims, except the PAGA claim, to individual arbitration. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

The Company is involved in a number of other lawsuits arising in the ordinary course of business. While management does not expect any of these other matters to have a material adverse effect on the Company’s results of operations, financial position or cash flows, litigation is subject to certain inherent uncertainties.

Legal costs associated with the resolution of claims, lawsuits and other contingencies are expensed as incurred.

Note H— Stockholders' Equity

Stock Repurchase Program. As of ~~June 30, 2017,~~March 31, 2018, the Company is authorized to repurchase, from time to time, up to ~~4.2~~11.3 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions. The number and the cost of common stock shares repurchased during the ~~six~~three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ are reflected in the following table (in thousands):


	Six Months Ended June 30,				Three Months Ended March 31,
	2017		2016		2018		2017
Common stock repurchased (in shares)	2,137		1,694		1,065		1,121
Common stock repurchased	$	101,068	$	66,536	$	60,033	$	53,586

Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of exercise price and applicable statutory withholding taxes. The number and the cost of repurchases related to employee stock plans made during the ~~six~~three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ are reflected in the following table (in thousands):


	Six Months Ended June 30,				Three Months Ended March 31,
	2017		2016		2018		2017
Repurchases related to employee stock plans (in shares)	305		261		147		304
Repurchases related to employee stock plans	$	14,742	$	10,465	$	8,456	$	14,711

The repurchased shares are held in treasury and are presented as if constructively retired. Treasury stock is accounted for using the cost method. Repurchase activity for the ~~six~~three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Repurchases of shares and issuances of cash dividends are applied first to the extent of retained earnings and any remaining amounts are applied to capital surplus.

1112

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

~~June 30, 2017~~March 31, 2018

Note I—Net Income Per Share

The calculation of net income per share for the three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~ is reflected in the following table (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2018		2017

Net income	$	80,316	$	91,616	$	158,837	$	175,032	$	96,167	$	78,521
Basic:
Weighted average shares	124,617		128,586		125,074		128,933		121,934		125,537

Diluted:
Weighted average shares	124,617		128,586		125,074		128,933		121,934		125,537
Dilutive effect of potential common shares	487		743		684		800		953		881
Diluted weighted average shares	125,104		129,329		125,758		129,733		122,887		126,418

Net income per share:
Basic	$	.64	$	.71	$	1.27	$	1.36	$	.79	$	.63
Diluted	$	.64	$	.71	$	1.26	$	1.35	$	.78	$	.62

Note J—Business Segments

The Company, which aggregates its operating segments based on the nature of services, has three reportable segments: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services. The temporary and consultant staffing segment provides specialized staffing in the accounting and finance, administrative and office, information technology, legal, advertising, marketing and web design fields. The permanent placement staffing segment provides full-time personnel in the accounting, finance, administrative and office, and information technology fields. The risk consulting and internal audit services segment provides business and technology risk consulting and internal audit services.

The accounting policies of the segments are set forth in Note A—"Summary of Significant Accounting Policies" in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. The Company evaluates performance based on income from operations before net interest income, intangible asset amortization expense, and income taxes.

1213

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

~~June 30, 2017~~March 31, 2018

The following table provides a reconciliation of revenue and operating income by reportable segment to consolidated results for the three ~~and six~~ months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~ (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Net service revenues
Temporary and consultant staffing	$	998,296		$	1,032,083		$	1,985,902		$	2,041,248		$	1,066,288		$	987,606
Permanent placement staffing	112,653			113,439			216,286			219,728			121,400			103,633
Risk consulting and internal audit services	197,479			198,638			393,610			385,809			207,645			196,131
	$	1,308,428		$	1,344,160		$	2,595,798		$	2,646,785		$	1,395,333		$	1,287,370
Operating income
Temporary and consultant staffing	$	93,088		$	107,133		$	183,459		$	205,016		$	96,723		$	90,371
Permanent placement staffing	21,046			24,576			39,348			46,078			22,379			18,302
Risk consulting and internal audit services	16,583			17,788			33,489			32,301			15,265			16,906
	130,717			149,497			256,296			283,395			134,367			125,579
Amortization of intangible assets	365			314			666			602			463			301
Interest income, net	(355		)	(231		)	(578		)	(412		)	(735		)	(223		)
Income before income taxes	$	130,707		$	149,414		$	256,208		$	283,205		$	134,639		$	125,501

Note K—Income Taxes

The provision for income taxes was 28.6% and 37.4% for the three months ended March 31, 2018 and 2017, respectively. The lower tax rate is primarily due to the reduction of the U.S. federal corporate income tax rate from 35% to 21% beginning in 2018.

The Company recognized the income tax effects of the Tax Cuts and Jobs Act (“TCJA”) in its audited consolidated financial statements included in the Company’s 2017 Annual Report on Form 10-K in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of income tax guidance in the reporting period in which the TCJA was signed into law. The guidance also provides for a measurement period of up to one year from the enactment date for the Company to complete the accounting for the U.S. tax law changes. As such, the Company’s 2017 financial results reflected the provisional amounts and an estimate of the income tax effects of the TCJA. During the three months ended March 31, 2018, new guidance was released and as a result the Company recorded a charge of $3 million related to the transition tax on its total post-1986 foreign earnings and profits. The estimate of the impact of TCJA is based on certain assumptions and the Company's current interpretation, which may change, as the Company receives additional clarification and implementation guidance and as the interpretation of the TCJA evolves over time. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis differences inherent in our foreign entities, as the Company is still in the process of evaluating its foreign cash needs, and how much, if any, of the amount of earnings should be considered indefinitely reinvested.

Note L—Subsequent Events

On ~~August~~April 6, 2018, Plaintiff Shari Dorff, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, County of Los Angeles. In addition to certain claims individual to Plaintiff Dorff, the complaint alleges that salaried recruiters based in California have been misclassified as exempt employees and seeks an unspecified amount for: unpaid wages resulting from such alleged misclassification; alleged failure to provide a reasonable opportunity to take meal periods and rest breaks; alleged failure to pay wages on a timely basis both during employment and upon separation; alleged failure to comply with California requirements regarding wage statements and record-keeping; and alleged improper denial of expense reimbursement. Plaintiff Dorff also seeks an unspecified amount of other damages, attorneys’ fees, and penalties, including but not limited to statutory penalties on

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)—(Continued)

March 31, 2018

behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorney General Act (“PAGA”). At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

On May 1, ~~2017,~~2018, the Company announced the following:



Quarterly dividend per share	$~~.24~~.28
Declaration date	~~August~~May 1, ~~2017~~2018
Record date	~~August~~May 25, ~~2017~~2018
Payment date	~~September~~June 15, ~~2017~~2018

1315

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

Certain information contained in Management’s Discussion and Analysis and in other parts of this report may be deemed forward-looking statements regarding events and financial trends that may affect the Company’s future operating results or financial positions. These statements may be identified by words such as “estimate”, “forecast”, “project”, “plan”, “intend”, “believe”, “expect”, “anticipate”, or variations or negatives thereof or by similar or comparable words or phrases. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the statements. These risks and uncertainties include, but are not limited to, the following: changes to or new interpretations of U.S. or international tax regulations, the global financial and economic situation; changes in levels of unemployment and other economic conditions in the United States or foreign countries where the Company does business, or in particular regions or industries; reduction in the supply of candidates for temporary employment or the Company’s ability to attract candidates; the entry of new competitors into the marketplace or expansion by existing competitors; the ability of the Company to maintain existing client relationships and attract new clients in the context of changing economic or competitive conditions; the impact of competitive pressures, including any change in the demand for the Company’s services, on the Company’s ability to maintain its margins; the possibility of the Company incurring liability for its activities, including the activities of its temporary employees, or for events impacting its temporary employees on clients’ premises; the possibility that adverse publicity could impact the Company’s ability to attract and retain clients and candidates; the success of the Company in attracting, training, and retaining qualified management personnel and other staff employees; the Company’s ability to comply with governmental regulations affecting personnel services businesses in particular or employer/employee relationships in general; whether there will be ongoing demand for Sarbanes-Oxley or other regulatory compliance services; the Company’s reliance on short-term contracts for a significant percentage of its business; litigation relating to prior or current transactions or activities, including litigation that may be disclosed from time to time in the Company’s Securities and Exchange Commission (“SEC”) filings; the ability of the Company to manage its international operations and comply with foreign laws and regulations; the impact of fluctuations in foreign currency exchange rates; the possibility that the additional costs the Company will incur as a result of health care reform may adversely affect the Company’s profit margins or the demand for the Company’s services; the possibility that the Company’s computer and communications hardware and software systems could be damaged or their service interrupted; and the possibility that the Company may fail to maintain adequate financial and management controls and as a result suffer errors in its financial reporting. Additionally, with respect to Protiviti, other risks and uncertainties include the fact that future success will depend on its ability to retain employees and attract clients; there can be no assurance that there will be ongoing demand for Sarbanes-Oxley or other regulatory compliance services; failure to produce projected revenues could adversely affect financial results; and there is the possibility of involvement in litigation relating to prior or current transactions or activities. Because long-term contracts are not a significant part of the Company’s business, future results cannot be reliably predicted by considering past trends or extrapolating past results.

Executive Overview

Demand for the Company’s temporary and consulting staffing, permanent placement staffing, and risk consulting and internal audit services is largely dependent upon general economic and labor trends both domestically and abroad. ~~Since~~Correspondingly, financial results for the start of 2017, U.S. business leaders, particularly owners of small and midsized companies, have expressed confidence in their prospects. Correspondingly, in the second quarter we saw slight improvements in sequential demand. Outside the U.S., temporary and consultant and permanent placement staffing demand wasthree months ended March 31, 2018 were positively impacted by ~~improving economic conditions, particularly in continental Europe.~~a growing global economy. During the first ~~half~~quarter of ~~2017,~~2018, net service revenues were ~~$2.60~~$1.40 billion, ~~a decrease~~an increase of 2%8% from the prior year. Net income ~~decreased 9%~~increased 22% to ~~$159~~$96 million and diluted net income per share ~~decreased 6%~~increased 26% to ~~$1.26. Revenue~~$.78. The year over year net income and net income per share growth ~~for temporary and~~benefited significantly from the reduction in the U.S. federal corporate income tax rate from 35% to 21% beginning in 2018. All three of the Company's reportable segments experienced revenue growth, led by permanent placement staffing ~~was down 3%, while risk consulting and internal audit services experienced 2% revenue growth~~which increased 17% for the first ~~half~~quarter of ~~2017~~2018 compared to the first ~~half~~quarter of ~~2016.~~2017.

We believe that the Company is well positioned in the current macroeconomic environment. The United States economic backdrop throughout the first ~~half~~quarter of ~~2017~~2018 was ~~stable~~improved for the Company as real gross domestic product (GDP) grew ~~1.2% and 2.6% for the first and second quarter, respectively,~~2.3%, while the unemployment rate ~~declined from 4.7%~~remained unchanged at 4.1% in December ~~2016 to 4.5%~~2017 and ~~4.4% at the end of the first and second quarter, respectively.~~March 2018. In the United States, the number of job openings has exceeded the number of hires since February 2015, creating competition for skilled talent that increases the Company's value to clients. ~~In addition, a~~The secular demand for temporary staffing is also ongoing. The number of ~~professional occupations~~temporary workers as a percentage of the overall U.S. workforce remains near an all-time high, a sign employers are ~~nearing full employment, which is placing pressure on the supply of available talent and~~building flexible staffing options into their human resource plans with increasing ~~our value to clients.~~frequency.

Protiviti ~~has been broadening~~continues to see solid growth in its ~~practice areas and now serves clients in a wide range of consulting areas. These include~~ business performance ~~improvement;~~improvement practice area. Protiviti also is expanding its solutions in areas such as data ~~management~~ and ~~advanced analytics; digital transformation; forensics; technology consulting; internal audit~~analytics, and ~~financial advisory services; risk and compliance; and transaction services.~~cybersecurity.

We monitor various economic indicators and business trends in all of the countries in which we operate to anticipate demand for the Company’s services. We evaluate these trends to determine the appropriate level of investment, including

personnel, which will best position the Company for success in the current and future global macroeconomic environment. The

Company’s investments in headcount are typically structured to proactively support and align with expected revenue growth trends. ~~During~~As such, during the first ~~half~~quarter of ~~2017,~~2018, we added headcount in our temporary and consultant staffing and permanent placement staffing ~~and~~services, while risk consulting and internal audit headcount ~~were all up slightly~~remained essentially flat compared to prior year-end levels.

We have limited visibility into future revenues not only due to the dependence on macroeconomic conditions noted above, but also because of the relatively short duration of the Company’s client engagements. Accordingly, we typically assess headcount and other investments on at least a quarterly basis. That said, based on current trends and conditions, we expect headcount levels for our full-time staff to ~~remain steady~~be modestly higher for each of our reporting segments ~~in the US, with modest headcount growth internationally as demand requires it,~~ through the ~~third~~second quarter of ~~2017.~~2018.

Capital expenditures for the ~~six~~three months ended ~~June 30, 2017~~March 31, 2018 totaled ~~$21~~$8 million, approximately ~~54%~~27% of which represented investments in software initiatives and technology infrastructure, both of which are important to the Company’s future growth opportunities. While ~~the~~ upgrades to enterprise resource planning and project management applications ~~and the implementation of a global CRM application are nearly complete,~~were completed in 2017, we continue to invest in digital technology initiatives designed to enhance our service offerings to both clients and candidates. Capital expenditures also included amounts spent on tenant improvements and furniture and equipment in the Company's leased offices. We currently expect that ~~2017~~2018 capital expenditures will range from $45 million to $55 million.

Critical Accounting Policies and Estimates

The Company’s most critical accounting policies and estimates are those that involve subjective decisions or assessments and are included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016. Other than updates to estimates used in the Company’s goodwill impairment assessment discussed below, there~~2017. There were no material changes to the Company's accounting policies or estimates for the ~~six~~three months ended ~~June 30, 2017.~~

~~Goodwill Impairment.~~ The Company assesses the impairment of goodwill annually in the second quarter, or more often if events or changes in circumstances indicate that the carrying value may not be recoverable in accordance with Financial Accounting Standards Board (“FASB”) authoritative guidance. The Company completed its annual goodwill impairment analysis as of June 30, 2017, and determined that no adjustment to the carrying value of goodwill was required.

The Company follows FASB authoritative guidance utilizing a two-step approach for determining goodwill impairment. In the first step the Company determines the fair value of each reporting unit utilizing a present value technique derived from a discounted cash flow methodology. For purposes of this assessment the Company’s reporting units are its lines of business. The fair value of the reporting unit is then compared to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. The second step under the FASB guidance is contingent upon the results of the first step. To the extent a reporting unit’s carrying value exceeds its fair value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform a second, more detailed, impairment assessment. The second step involves allocating the reporting unit’s fair value to its net assets in order to determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge, if any, as of the assessment date.

~~The Company’s reporting units are~~ ~~Accountemps~~, ~~Robert Half Finance & Accounting~~, ~~OfficeTeam~~, ~~Robert Half Technology~~, ~~Robert Half Management Resources~~ ~~and~~ ~~Protiviti~~, which had goodwill balances at June 30, 2017, of $127.2 million, $26.1 million, $0.0 million, $7.0 million, $0.0 million and $50.1 million, respectively, totaling $210.4 million. There were no changes to the Company’s reporting units or to the allocations of goodwill by reporting unit for the six months ended June 30, 2017.

The goodwill impairment assessment is based upon a discounted cash flow analysis. The estimate of future cash flows is based upon, among other things, a discount rate and certain assumptions about expected future operating performance. The discount rate for all reporting units was determined by management based on estimates of risk free interest rates, beta and market risk premiums. The discount rate used was compared to the rate published in various third party research reports, which indicated that the rate was within a range of reasonableness. The primary assumptions related to future operating performance include revenue growth rates and profitability levels. In addition, the impairment assessment requires that management make certain judgments in allocating shared assets and liabilities to the balance sheets of the reporting units. Solely for purposes of establishing inputs for the fair value calculations described above related to its annual goodwill impairment testing, the Company made the following assumptions. The Company assumed that year-to-date trends through the date of the most recent

assessment would continue for all reporting units through 2017, using unique assumptions for each reporting unit. In addition, the Company applied profitability assumptions consistent with each reporting unit’s historical trends at various revenue levels and, for years 2019 and beyond, used a 3.5% revenue growth factor. This rate is comparable to the Company’s most recent ten-year average revenue growth rate. The model used to calculate fair value extends a total of 10 years with a terminal value calculation at the end of the 10 year period. In its most recent calculation, the Company used a 10.3% discount rate, which is slightly higher than the 9.8% discount rate used for the Company’s test during the second quarter of 2016. This increase in discount rate is attributable to increases in the risk free rate and the equity market risk premium, offset by a slight decrease in beta.

In order to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, the Company applied hypothetical decreases to the fair values of each reporting unit. The Company determined that hypothetical decreases in fair value of at least 62% would be required before any reporting unit would have a carrying value in excess of its fair value.

Given the current economic environment and the uncertainties regarding the impact on the Company’s business, there can be no assurance that the Company’s estimates and assumptions made for purposes of the Company’s goodwill impairment testing will prove to be accurate predictions of the future. If the Company’s assumptions regarding forecasted revenue growth rates or profitability assumptions of certain reporting units are not achieved, the Company may be required to recognize goodwill impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.March 31, 2018.

Recent Accounting Pronouncements

See Note B—"“New Accounting ~~Pronouncements"~~Pronouncements” to the Company’s unaudited Condensed Consolidated Financial Statements included under Part I—Item 1 of ~~this~~the report.

Results of Operations

The Company’s temporary and permanent placement staffing business has ~~325~~326 offices in 42 states, the District of Columbia and 17 foreign countries, while Protiviti has 56 offices in 23 states and 11 foreign countries.

Non-GAAP Financial Measures

The financial results of the Company are prepared in conformity with accounting principles generally accepted in the United States of America ~~("GAAP"~~(“GAAP”) and the rules of the SEC. To help readers understand the Company’s financial performance, the Company supplements its GAAP financial results with revenue growth rates derived from non-GAAP revenue amounts.

Variations in the Company’s financial results include the impact of changes in foreign currency exchange rates and billing days. The Company provides “same billing days and constant currency” revenue growth calculations to remove the impact of these items. These calculations show the year-over-year revenue growth rates for the Company’s reportable segments on both a reported basis and also on a same day, constant-currency basis for global, U.S. and international operations. The Company has provided this data because management believes it better reflects the Company’s actual revenue growth rates and aids in evaluating revenue trends over time. The Company expresses year-over-year revenue changes as calculated percentages using the same number of billing days and constant currency exchange rates.

In order to calculate constant currency revenue growth rates, as reported amounts are retranslated using foreign currency exchange rates from the prior year’s comparable period. Management then calculates a global, weighted-average number of billing days for each reporting period based upon input from all countries and all lines of business. In order to remove the fluctuations caused by comparable periods having different billing days, the Company calculates same billing day revenue

growth rates by dividing each comparative period’s reported revenues by the calculated number of billing days for that period to arrive at a per billing day amount. Same billing day growth rates are then calculated based upon the per billing day amounts.

The term “same billing days and constant currency” means that the impact of different billing days has been removed from the constant currency calculation.

The non-GAAP financial measures provided herein may not provide information that is directly comparable to that provided by other companies in the Company’s industry, as other companies may calculate such financial results differently. The Company’s non-GAAP financial measures are not measurements of financial performance under GAAP, and should not be considered as alternatives to actual revenue growth derived from revenue amounts presented in accordance with GAAP. The Company does not consider these non-GAAP financial measures to be a substitute for, or superior to, the information provided by GAAP financial results. A reconciliation of the same-day, constant-currency revenue growth rates to the reported revenue growth rates is provided herein.

Refer to Item 3. ~~"Quantitative~~“Quantitative and Qualitative Disclosures About Market ~~Risk"~~Risk” for further discussion of the impact of foreign currency exchange rates on the ~~Company's~~Company’s results of operations and financial condition.

Three Months Ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~

Revenues. The Company’s revenues were ~~$1.31~~$1.40 billion for the three months ended ~~June 30, 2017, decreasing~~March 31, 2018, increasing by ~~2.7%~~8.4% compared to ~~$1.34~~$1.29 billion for the three months ended ~~June 30, 2016.~~March 31, 2017. Revenues from foreign operations represented ~~21%~~24% of total revenues for the three months ended ~~June 30, 2017,~~March 31, 2018, up ~~slightly~~ from 20% of total revenues for the three months ended ~~June 30, 2016.~~March 31, 2017. The Company analyzes its revenues for three reportable segments: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services. Revenue growth was strongest internationally. For the three months ended ~~June 30, 2017,~~March 31, 2018, revenue for ~~all three reportable segments was down~~temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services were up, compared to the same period in ~~2016.~~2017. Contributing factors for each reportable segment are discussed below in further detail.

Temporary and consultant staffing revenues were ~~$998~~$1.07 billion for the three months ended March 31, 2018, increasing by 8.0% compared to revenues of $988 million for the three months ended ~~June 30, 2017, decreasing by 3.3% compared to revenues of $1.03 billion for the three months ended June 30, 2016.~~March 31, 2017. Key drivers of temporary and consultant staffing revenues include average hourly bill rates and the number of hours worked by the Company’s temporary employees on client engagements. On a same-day, constant-currency basis, temporary and consultant staffing revenues ~~decreased 1.6%~~increased 6.2% for the ~~second~~first quarter of 2018 compared to the first quarter of 2017, ~~compared to the second quarter of 2016,~~ due primarily to ~~fewer hours worked by the Company's temporary employees, partially offset by~~ a 2.5% increase in average bill ~~rates.~~rates and an increase in the number of hours worked by the Company’s temporary employees. In the U.S., revenues in the ~~second~~first quarter of ~~2017 decreased 4.5%~~2018 increased 3.4% on an as reported basis and ~~3.5%~~3.9% on a same-day basis, compared to the ~~second~~first quarter of ~~2016.~~2017. For the Company’s international operations, ~~2017 second~~2018 first quarter revenues increased ~~1.7%~~26.0% on an as reported basis and ~~6.4%~~15.5% on a same-day, constant-currency basis, compared to the ~~second~~first quarter of ~~2016.~~2017.

Permanent placement staffing revenues were ~~$112~~$121 million for the three months ended ~~June 30, 2017, decreasing~~March 31, 2018, increasing by ~~0.7%~~17.1% compared to revenues of ~~$113~~$104 million for the three months ended ~~June 30, 2016.~~March 31, 2017. Key drivers of permanent placement staffing revenues consist of the number of candidate placements and average fees earned per placement. Both the number of placements and average fees per placement ~~remained essentially flat~~were up for the ~~second~~first quarter of ~~2017~~2018 compared to the ~~second~~first quarter of ~~2016.~~2017. In the U.S., revenues for the ~~second~~first quarter of ~~2017 decreased 2.6%~~2018 increased 14.2% on an as reported basis and ~~1.6%~~14.8% on a same-day basis, compared to the ~~second~~first quarter of ~~2016.~~2017. For the Company’s international operations, revenues for the ~~second~~first quarter of ~~2017~~2018 increased ~~4.0%~~23.6% on an as reported basis and ~~8.7%~~16.0% on a same-day, constant-currency basis, compared to the ~~second~~first quarter of ~~2016.~~2017. Historically, demand for permanent placement staffing is even more sensitive to economic and labor market conditions than demand for temporary and consultant staffing and this is expected to continue.

Risk consulting and internal audit services revenues were ~~$197~~$208 million for the three months ended ~~June 30, 2017, decreasing~~March 31, 2018, increasing by ~~0.6%~~5.9% compared to revenues of ~~$199~~$196 million for the three months ended ~~June 30, 2016.~~March 31, 2017. Key drivers of risk consulting and internal audit services revenues are the billable hours worked by consultants on client engagements and average hourly bill rates. On a same-day, constant-currency basis, risk consulting and internal audit services revenues increased ~~1.1%~~4.7% for the ~~second~~first quarter of 2018 compared to the first quarter of 2017, ~~compared~~due primarily to ~~the second quarter of 2016. Billable hour declines were~~an increase in billable hours, partially offset ~~with increased~~by a decrease in billing rates. In the U.S., revenues in the ~~second~~first quarter of ~~2017~~2018 increased ~~0.6%~~1.0% on an as reported basis and ~~1.6%~~1.5% on a same-day basis, compared to the ~~second~~first quarter of ~~2016.~~2017. Contributing to the U.S. increase ~~was continued growth in~~were services related to ~~the internal audit and financial advisory, data and analytics, and risk and compliance solutions.~~business performance improvement. The Company’s risk consulting and internal audit services revenues from international operations ~~decreased 6.0%~~increased 32.2% on an as reported basis and ~~1.1%~~22.0% on a same-day, constant-currency basis for the first quarter of 2018 compared to the ~~second~~first quarter of ~~2016.~~2017.

1718

A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue growth rates for the three months ended ~~June 30, 2017,~~March 31, 2018, is presented in the following table:


	Global		United States		International		Global		United States		International
Temporary and consultant staffing
As Reported	-3.3	%	-4.5	%	1.7	%	8.0	%	3.4	%	26.0	%
Billing Days Impact	1.0	%	1.0	%	1.1	%	0.8	%	0.5	%	2.3	%
Currency Impact	0.7	%	—		3.6	%	-2.6	%	—		-12.8	%
Same Billing Days and Constant Currency	-1.6	%	-3.5	%	6.4	%	6.2	%	3.9	%	15.5	%
Permanent placement staffing
As Reported	-0.7	%	-2.6	%	4.0	%	17.1	%	14.2	%	23.6	%
Billing Days Impact	1.1	%	1.0	%	1.1	%	0.9	%	0.6	%	2.2	%
Currency Impact	1.0	%	—		3.6	%	-3.0	%	—		-9.8	%
Same Billing Days and Constant Currency	1.4	%	-1.6	%	8.7	%	15.0	%	14.8	%	16.0	%
Risk consulting and internal audit services
As Reported	-0.6	%	0.6	%	-6.0	%	5.9	%	1.0	%	32.2	%
Billing Days Impact	1.0	%	1.0	%	1.0	%	0.7	%	0.5	%	2.3	%
Currency Impact	0.7	%	—		3.9	%	-1.9	%	—		-12.5	%
Same Billing Days and Constant Currency	1.1	%	1.6	%	-1.1	%	4.7	%	1.5	%	22.0	%

Gross Margin. The Company’s gross margin dollars were ~~$538~~$572 million for the three months ended ~~June 30, 2017, decreasing~~March 31, 2018, increasing by ~~3.3%~~8.9% compared to ~~$557~~$526 million for the three months ended ~~June 30, 2016.~~March 31, 2017. Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars ~~from the Company’s~~for temporary and consultant staffing represent revenues less direct costs of services, which consist of payroll, payroll taxes and benefit costs for temporary employees, and reimbursable expenses. The key drivers of gross margin are: i) pay-bill spreads, which represent the differential between wages paid to temporary employees and amounts billed to clients; ii) fringe costs, which are primarily composed of payroll taxes and benefit costs for temporary and consultant staffing employees; and iii) conversion revenues, which are earned when a temporary position converts to a permanent position with the Company's client. Gross margin dollars for the Company’s temporary and consultant staffing division were ~~$373~~$396 million for the three months ended ~~June 30, 2017, decreasing 3.8%~~March 31, 2018, increasing 7.3% compared to ~~$388~~$369 million for the three months ended ~~June 30, 2016.~~March 31, 2017. As a percentage of revenues, gross margin for temporary and consultant staffing was 37.2% in the first quarter of 2018, down from 37.4% in the ~~second~~first quarter of ~~2017, down slightly from 37.6% in the second quarter of 2016.~~2017. This year-over-year decline in gross margin percentage is primarily attributable to ~~lower conversion revenues and~~ higher fringe ~~costs.~~costs partially offset by higher conversion revenues.

Gross margin dollars ~~from~~for permanent placement staffing represent revenues less reimbursable expenses. Gross margin dollars for the Company’s permanent placement staffing division were ~~$112~~$121 million for the three months ended ~~June 30, 2017, decreasing 0.7%~~March 31, 2018, increasing 17.1% from ~~$113~~$104 million for the three months ended ~~June 30, 2016.~~March 31, 2017. Because reimbursable expenses for permanent placement staffing are de minimis, gross margin dollars are substantially explained by revenues previously discussed.

Gross margin dollars for risk consulting and internal audit services represent revenues less direct costs of services, which consist primarily of professional staff payroll, payroll taxes, benefit costs and reimbursable expenses. The primary drivers of risk consulting and internal audit services gross margin are: i) the relative composition of and number of professional staff and their respective pay and bill rates; and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s risk consulting and internal audit services staff. Gross margin dollars for the Company’s risk consulting and internal audit division were $55 million for the three months ended March 31, 2018, increasing 3.5% compared to $53 million for the three months ended ~~June 30, 2017, decreasing 5.6% compared to $56 million for the three months ended June 30, 2016.~~March 31, 2017. As a percentage of revenues, gross margin for risk consulting and internal audit services in the ~~second~~first quarter of ~~2017~~2018 was ~~26.7%~~26.4%, down from ~~28.1%~~27.0% in the ~~second~~first quarter of ~~2016.~~2017. The decline in the ~~second~~first quarter of ~~2017~~2018 gross margin compared to the ~~second~~first quarter of ~~2016~~2017 was primarily due to ~~slightly lower staff utilization rates.~~an increase in pay rates for professional staff.

Selling, General and Administrative Expenses. The ~~Company's~~Company’s selling, general and administrative expenses consist primarily of staff compensation, advertising, depreciation and occupancy costs. The Company’s selling, general and administrative expenses were ~~$408~~$438 million for the three months ended ~~June 30, 2017,~~March 31, 2018, increasing ~~0.1%~~9.4% from ~~$407~~$400 million for

the three months ended ~~June 30, 2016.~~March 31, 2017. As a percentage of revenues, the Company’s selling, general and administrative expenses

were ~~31.2%~~31.4% for the ~~second~~first quarter of ~~2017,~~2018, up from ~~30.3%~~31.1% for the ~~second~~first quarter of ~~2016.~~2017. Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for the Company’s temporary and consultant staffing division were ~~$280~~$299 million for the three months ended ~~June 30, 2017, decreasing 0.2%~~March 31, 2018, increasing 7.4% from ~~$281~~$279 million for the three months ended ~~June 30, 2016.~~March 31, 2017. As a percentage of revenues, selling, general and administrative expenses for temporary and consultant staffing were 28.1% in the ~~second~~first quarter of ~~2017, up~~2018, slightly down from ~~27.2%~~28.2% in the ~~second~~first quarter of ~~2016 due primarily to a deterioration in operating leverage resulting from decreased revenues.~~2017.

Selling, general and administrative expenses for the Company’s permanent placement staffing division were ~~$92~~$99 million for the three months ended ~~June 30, 2017,~~March 31, 2018, increasing by ~~3.1%~~16.0% compared to ~~$88~~$85 million for the three months ended ~~June 30, 2016.~~March 31, 2017. As a percentage of revenues, selling, general and administrative expenses for permanent placement staffing were ~~81.1%~~81.4% in the ~~second~~first quarter of 2018, down from 82.1% in the first quarter of 2017 ~~up from 78.1% in the second quarter of 2016~~ due primarily to ~~increases in staff compensation and fixed overhead costs.~~positive operating leverage resulting from increased revenues.

Selling, general and administrative expenses for the Company’s risk consulting and internal audit services division were $40 million for the three months ended March 31, 2018, increasing by 9.6% compared to $36 million for the three months ended ~~June 30, 2017, decreasing by 5.1% compared to $38 million for the three months ended June 30, 2016.~~March 31, 2017. As a percentage of revenues, selling, general and administrative expenses for risk consulting and internal audit services were ~~18.3%~~19.1% in the ~~second~~first quarter of 2018, up from 18.4% in the first quarter of 2017 ~~down from 19.1%~~due primarily to increases in ~~the second quarter of 2016 due in part to a decrease in variable overhead costs.~~fixed overhead.

Operating Income. The Company’s total operating income was ~~$131~~$134 million, or ~~10.0%~~9.6% of revenues, for the three months ended ~~June 30, 2017, down~~March 31, 2018, up from ~~$149~~$126 million, or ~~11.1%~~9.8% of revenues, for the three months ended ~~June 30, 2016.~~March 31, 2017. For the Company’s temporary and consultant staffing division, operating income was ~~$93~~$97 million, or ~~9.3%~~9.1% of applicable revenues, ~~down~~up from ~~$107~~$90 million, or ~~10.4%~~9.2% of applicable revenues, in the ~~second~~first quarter of ~~2016.~~2017. For the Company’s permanent placement staffing division, operating income was ~~$21~~$22 million, or ~~18.7%~~18.4% of applicable revenues, ~~down~~up 22.3% from an operating income of ~~$24~~$19 million, or ~~21.7%~~17.7% of applicable revenues, in the ~~second~~first quarter of ~~2016.~~2017. For the Company’s risk consulting and internal audit services division, operating income was ~~$17~~$15 million, or ~~8.4%~~7.4% of applicable revenues, down from an operating income of ~~$18~~$17 million, or ~~9.0%~~8.6% of applicable revenues, in the ~~second~~first quarter of ~~2016.~~2017.

Provision for income taxes. The provision for income taxes was ~~38.6%~~28.6% and ~~38.7%~~37.4% for the three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016, respectively.~~

~~Six Months EndedJune 30, 2017 and 2016~~

~~Revenues.~~ The Company’s revenues were $2.60 billion for the six months ended June 30, 2017, decreasing by 1.9% compared to $2.65 billion for the six months ended June 30, 2016. Revenues from foreign operations represented 21% of total revenues for the six months ended June 30, 2017, up from 19% of total revenues for the six months ended June 30, 2016. The Company analyzes its revenues for three reportable segments: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services. For the six months ended June 30, 2017, revenue for risk consulting and internal audit services was up and revenues for temporary and consultant staffing and permanent placement staffing were down compared to the same period in 2016~~. Contributing factors for each reportable segment are discussed below in further detail.~~

Temporary and consultant staffing revenues were $1.99 billion for the six months ended June 30, 2017, decreasing by 2.7% compared to revenues of $2.04 billion for the six months ended June 30, 2016. Key drivers of temporary and consultant staffing revenues include average hourly bill rates and the number of hours worked by the Company’s temporary employees on client engagements. On a same-day, constant-currency basis, temporary and consultant staffing revenues decreased 2.2% for the first half of 2017 compared to the first half of 2016, due primarily to fewer hours worked by the Company's temporary employees, partially offset by a 3.2% increase in average bill rates. In the U.S., revenues in the first half of 2017 decreased 4.5% on an as reported basis and 4.6% on a same-day basis, compared to the first half of 2016. For the Company’s international operations, revenues for the first half of 2017 increased 4.8% on an as reported basis and 7.9% on a same-day, constant-currency basis, compared to the first half of 2016.

Permanent placement staffing revenues were $216 million for the six months ended June 30, 2017, decreasing by 1.6% compared to revenues of $220 million for the six months ended June 30, 2016. Key drivers of permanent placement staffing revenues consist of the number of candidate placements and average fees earned per placement. On a same-day, constant-currency basis, permanent placement staffing revenues decreased 0.8% for the first half of 2017 compared to the first half of 2016. The decrease in as reported revenue was driven primarily by a decrease in number of placements. In the U.S., revenues

for the first half of 2017 decreased 4.5% on an as reported basis and 4.6% on a same-day basis, compared to the first half of 2016. For the Company’s international operations, revenues for the first half of 2017 increased 5.7% on an as reported basis and 8.6% on a same-day, constant-currency basis, compared to the first half of 2016. Historically, demand for permanent placement staffing is even more sensitive to economic and labor market conditions than demand for temporary and consultant staffing and this is expected to continue.

Risk consulting and internal audit services revenues were $394 million for the six months ended June 30, 2017, increasing by 2.0% compared to revenues of $386 million for the six months ended June 30, 2016. Key drivers of risk consulting and internal audit services revenues are the billable hours worked by consultants on client engagements and average hourly bill rates. On a same-day, constant-currency basis, risk consulting and internal audit services revenues increased 2.6% for the first half of 2017 compared to the first half of 2016, due primarily to an increase in billable hours worked. In the U.S., revenues in the first half of 2017 increased 2.7% on an as reported basis and 2.6% on a same-day basis, compared to the first half of 2016. Contributing to the U.S. increase was continued growth in services related to the internal audit and financial advisory solution and risk and compliance solution. The Company’s risk consulting and internal audit services revenues from international operations decreased 1.2% on an as reported basis and increased 2.7% on a same-day, constant-currency basis, compared to the first half of 2016.

A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue growth rates for the six months ended June 30, 2017, is presented in the following table:

Global United States International
Temporary and consultant staffing
As Reported -2.7 % -4.5 % 4.8 %
Billing Days Impact -0.1 % -0.1 % -0.1 %
Currency Impact 0.6 % — 3.2 %
Same Billing Days and Constant Currency -2.2 % -4.6 % 7.9 %
Permanent placement staffing
As Reported -1.6 % -4.5 % 5.7 %
Billing Days Impact 0.0 % -0.1 % 0.0 %
Currency Impact 0.8 % — 2.9 %
Same Billing Days and Constant Currency -0.8 % -4.6 % 8.6 %
Risk consulting and internal audit services
As Reported 2.0 % 2.7 % -1.2 %
Billing Days Impact -0.1 % -0.1 % -0.1 %
Currency Impact 0.7 % — 4.0 %
Same Billing Days and Constant Currency 2.6 % 2.6 % 2.7 %

~~Gross Margin.~~ The Company’s gross margin dollars were $1.06 billion for the six months ended June 30, 2017, decreasing by 2.3% compared to $1.09 billion for the six months ended June 30, 2016. Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars from the Company’s temporary and consultant staffing represent revenues less direct costs of services, which consist of payroll, payroll taxes and benefit costs for temporary employees, and reimbursable expenses. The key drivers of gross margin are: i) pay-bill spreads, which represent the differential between wages paid to temporary employees and amounts billed to clients; ii) fringe costs, which are primarily composed of payroll taxes and benefit costs for temporary and consultant staffing employees; and iii) conversion revenues, which are earned when a temporary position converts to a permanent position with the Company's client. Gross margin dollars for the Company’s temporary and consultant staffing division were $743 million for the six months ended June 30, 2017, decreasing 2.6% compared to $763 million for the six months ended June 30, 2016. As a percentage of revenues, gross margin for temporary and consultant staffing was 37.4% for both the six months ending June 30, 2017 and 2016.

Gross margin dollars from permanent placement staffing represent revenues less reimbursable expenses. Gross margin dollars for the Company’s permanent placement staffing division were $216 million for the six months ended June 30, 2017, decreasing 1.6% from $219 million for the six months ended June 30, 2016. Because reimbursable expenses for permanent placement staffing are de minimis, gross margin dollars are substantially explained by revenues previously discussed.

Gross margin dollars for risk consulting and internal audit services represent revenues less direct costs of services, which consist primarily of professional staff payroll, payroll taxes, benefit costs and reimbursable expenses. The primary drivers of risk consulting and internal audit services gross margin are: i) the relative composition of and number of professional staff and their respective pay and bill rates; and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s risk consulting and internal audit services staff. Gross margin dollars for the Company’s risk consulting and internal audit division were $106 million for the six months ended June 30, 2017, decreasing 1.3% compared to $107 million for the six months ended June 30, 2016. As a percentage of revenues, gross margin for risk consulting and internal audit services in the first half of 2017 was 26.9%, down from 27.7% in the first half of 2016. The decline in the gross margin in the first half of 2017 compared to the first half of 2016 was primarily due to lower staff utilization rates.

~~Selling, General and Administrative Expenses.~~ The Company's selling, general and administrative expenses consist primarily of staff compensation, advertising, depreciation and occupancy costs. The Company’s selling, general and administrative expenses were $808 million for the six months ended June 30, 2017, increasing 0.3% from $806 million for the six months ended June 30, 2016. As a percentage of revenues, the Company’s selling, general and administrative expenses were 31.1% for the first half of 2017, up from 30.4% for the first half of 2016. Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for the Company’s temporary and consultant staffing division were $559 million for the six months ended June 30, 2017, increasing 0.3% from $558 million for the six months ended June 30, 2016. As a percentage of revenues, selling, general and administrative expenses for temporary and consultant staffing were 28.2% in the first half of 2017, up from 27.3% in the first half of 2016 due primarily to an increase in staff compensation costs.

Selling, general and administrative expenses for the Company’s permanent placement staffing division were $177 million for the six months ended June 30, 2017, increasing by 1.9% compared to $173 million for the six months ended June 30, 2016. As a percentage of revenues, selling, general and administrative expenses for permanent placement staffing were 81.6% in the first half of 2017, up from 78.9% in the first half of 2016 due primarily to an increase in staff compensation costs.

Selling, general and administrative expenses for the Company’s risk consulting and internal audit services division were $72 million for the six months ended June 30, 2017, decreasing by 3.4% compared to $75 million for the six months ended June 30, 2016. As a percentage of revenues, selling, general and administrative expenses for risk consulting and internal audit services were 18.3% in the first half of 2017, down from 19.4% in the first half of 2016 due primarily to decreases in fixed and variable overhead costs.

~~Operating Income.~~ The Company’s total operating income was $256 million, or 9.9% of revenues, for the six months ended June 30, 2017, down from $283 million or 10.7% of revenues, for the six months ended June 30, 2016. For the Company’s temporary and consultant staffing division, operating income was $183 million, or 9.2% of applicable revenues, down from $205 million, or 10.0% of applicable revenues, in the first half of 2016. For the Company’s permanent placement staffing division, operating income was $39 million, or 18.2% of applicable revenues, down from an operating income of $46 million, or 21.0% of applicable revenues, in the first half of 2016. For the Company’s risk consulting and internal audit services division, operating income was $34 million, or 8.5% of applicable revenues, up from an operating income of $32 million, or 8.4% of applicable revenues, in the first half of 2016.

~~Provision for income taxes. The provision for income taxes was 38.0% and 38.2% for the six months ended June 30, 2017 and 2016,~~ respectively. The ~~slightly~~ lower tax rate is primarily due to the ~~impact from restricted stock vesting at an average price higher than the average fair market value~~reduction of the ~~grants, pursuant~~U.S. federal corporate income tax rate from 35% to ~~the stock compensation accounting guidance adopted~~21% beginning in ~~the first quarter of 2017.~~2018.

Liquidity and Capital Resources

The change in the Company’s liquidity during the ~~six~~three months ended ~~June 30,~~March 31, 2018 and 2017 ~~and 2016~~ is primarily the net effect of funds generated by operations and the funds used for capital expenditures, payment to trusts for employee deferred compensation plans, repurchases of common stock and payment of dividends.

Cash and cash equivalents were ~~$298~~$292 million and ~~$239~~$260 million at ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ respectively. Operating activities provided ~~$258~~$116 million during the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2018, which was offset by ~~$38~~$19 million and ~~$191~~$103 million of net cash used in investing activities and financing activities, respectively. Operating activities provided ~~$207~~$124 million during

the ~~six~~three months ended ~~June 30, 2016,~~March 31, 2017, which was ~~partially~~ offset by ~~$56~~$15 million and ~~$139~~$111 million of net cash used in investing activities and financing activities, respectively.

Operating activities—Net cash provided by operating activities for the ~~six~~three months ended ~~June 30,~~March 31, 2018, was composed of net income of $96 million, adjusted upward for non-cash items of $31 million, offset by net cash used in changes in working capital of $11 million. Net cash provided by operating activities for the three months ended March 31, 2017, was composed of net income of ~~$159~~$79 million, adjusted upward for non-cash items of ~~$57~~$38 million, and cash provided by changes in working capital of $42 million. Net cash provided by operating activities for the six months ended June 30, 2016, was comprised of net income of $175 million, adjusted upward for non-cash items of $54 million, and offset by cash used in changes in working capital of $22$7 million.

Investing activities—Net cash used in investing activities for the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2018, was ~~$38~~$19 million. This was primarily composed of capital expenditures of $21 million, deposits to trusts for employee deferred compensation plans of $15 million, and payment for an acquisition, net of cash acquired, of $2 million. Net cash used in investing activities for the six months ended June 30, 2016, was $56 million. This was comprised of capital expenditures of $44$8 million and deposits to trusts for employee deferred compensation plans of $11 million. Net cash used in investing activities for the three months ended March 31, 2017, was $15 million. This

was composed of capital expenditures of $10 million and deposits to trusts for employee deferred compensation plans of $5 million.

Financing activities—Net cash used in financing activities for the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2018, was ~~$191~~$103 million. This primarily included repurchases of ~~$129~~$68 million in common stock and ~~$61~~$35 million in cash dividends paid to stockholders. Net cash used in financing activities for the ~~six~~three months ended ~~June 30, 2016,~~March 31, 2017, was ~~$139~~$111 million. This included repurchases of ~~$82~~$81 million in common stock and ~~$58~~$30 million in cash dividends to ~~stockholders, offset by excess tax benefits from stock based compensation of $1 million.~~stockholders.

As of ~~June 30, 2017,~~March 31, 2018, the Company is authorized to repurchase, from time to time, up to ~~4.2~~11.3 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions. During the ~~six~~three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ the Company repurchased ~~2.1~~1.1 million shares, at a cost of ~~$101~~$60 million, and ~~1.7~~1.1 million shares of common stock, at a cost of ~~$67~~$54 million, on the open market, respectively. Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of exercise price and applicable statutory withholding taxes. During the ~~six~~three months ended ~~June 30,~~March 31, 2018 and 2017, ~~and 2016,~~ such repurchases totaled ~~0.3~~0.1 million shares, at a cost of ~~$15~~$8 million, and 0.3 million shares, at a cost of ~~$10~~$15 million, respectively. Repurchases of shares have been funded with cash generated from operations.

The Company’s working capital at ~~June 30, 2017,~~March 31, 2018, included ~~$298~~$292 million in cash and cash equivalents. The Company expects that internally generated cash will be sufficient to support the working capital needs of the Company, the Company’s fixed payments, dividends, and other obligations on both a short-term and long-term basis.

On ~~August~~May 1, ~~2017,~~2018, the Company announced a quarterly dividend of ~~$.24~~$.28 per share to be paid to all shareholders of record as of ~~August~~May 25, ~~2017.~~2018. The dividend will be paid on ~~September~~June 15, ~~2017.~~2018.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Because a portion of the Company’s net revenues are derived from its operations outside the U.S. and are denominated in local currencies, the Company is exposed to the impact of foreign currency fluctuations. The ~~Company's~~Company’s exposure to foreign currency exchange rates relates primarily to the Company's foreign subsidiaries. Exchange rates impact the U.S. dollar value of the Company’s reported revenues, expenses, earnings, assets and liabilities.

For the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2018, approximately ~~21%~~24% of the Company’s revenues were generated outside of the United States. These operations transact business in their functional currency, which is the same as their local currency. As a result, fluctuations in the value of foreign currencies against the U.S. dollar, particularly the Canadian dollar, British pound, Euro, and Australian dollar, have an impact on the Company’s reported results. Under GAAP, revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the monthly average exchange rates prevailing during the period. Consequently, as the value of the U.S. dollar changes relative to the currencies of the Company’s non-U.S. markets, the Company’s reported results vary.

During the first ~~six~~three months of ~~2017,~~2018, the U.S. dollar fluctuated, but generally ~~strengthened,~~weakened, against the primary currencies in which the Company conducts business, compared to one year ago. Currency exchange rates had the effect of ~~decreasing~~increasing reported net service revenues by ~~$17~~$33 million, or ~~0.6%~~2.5%, in the first ~~half~~quarter of ~~2017~~2018 compared to the same period one year ago. The general ~~strengthening~~weakening of the U.S. dollar also affected the reported level of expenses incurred in our foreign operations. Because substantially all our foreign operations generated revenues and incurred expenses within the same country and currency, the ~~favorable~~ effect of ~~lower~~higher reported revenues is largely offset by the increase in reported operating ~~expenses largely offset the decline in reported revenues.~~expenses. Reported net income was

~~lower by $0.5~~ $2 million, or ~~0.3%~~2.6%, higher in the first ~~half~~quarter of ~~2017~~2018 compared to the same period one year ago due to the effect of currency exchange rates.

For the one month ended ~~July 31, 2017,~~April 30, 2018, the U.S. dollar has ~~weakened~~strengthened against the Euro, British Pound, ~~Canadian Dollar,~~

and Australian ~~dollar.~~dollar, but weakened the Canadian Dollar since March 31, 2018. If currency exchange rates were to remain at ~~July 2017~~April 2018 levels throughout the remainder of ~~2017,~~2018, the ~~Company's~~Company’s full-year reported revenues would be impacted ~~favorably,~~unfavorably, mostly offset by ~~an unfavorable~~a favorable impact to operating expenses compared to full year ~~2016~~2017 results. ~~Thus,~~Should current trends continue, the impact to reported net income ~~should current trends continue,~~ would be immaterial.

Fluctuations in currency exchange rates impact the U.S. dollar amount of the Company’s stockholders’ equity. The assets and liabilities of the Company’s non-U.S. subsidiaries are translated into U.S. dollars at the exchange rates in effect at period end. The resulting translation adjustments are recorded in stockholders’ equity as a component of accumulated other comprehensive income. Although currency fluctuations impact the Company’s reported results and shareholders’ equity, such

fluctuations generally do not affect cash flow or result in actual economic gains or losses. The Company generally has few cross-border transfers of funds, except for transfers to the U.S. for payment of intercompany loans, working capital loans made between the U.S. and the Company’s foreign subsidiaries, and dividends from the Company’s foreign subsidiaries.

ITEM 4. Controls and Procedures

Management, including the Company’s Chairman and Chief Executive Officer and the Vice Chairman and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chairman and Chief Executive Officer and the Vice Chairman and Chief Financial Officer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934 that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

On April 6, 2018, Plaintiff Shari Dorff, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, County of Los Angeles. In addition to certain claims individual to Plaintiff Dorff, the complaint alleges that salaried recruiters based in California have been misclassified as exempt employees and seeks an unspecified amount for: unpaid wages resulting from such alleged misclassification; alleged failure to provide a reasonable opportunity to take meal periods and rest breaks; alleged failure to pay wages on a timely basis both during employment and upon separation; alleged failure to comply with California requirements regarding wage statements and record-keeping; and alleged improper denial of expense reimbursement. Plaintiff Dorff also seeks an unspecified amount of other damages, attorneys’ fees, and penalties, including but not limited to statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorney General Act (“PAGA”). At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

There have been no material developments with regard to the legal proceedings previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2017.

ITEM 1A. Risk Factors

There have not been any material changes with regard to the risk factors previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2017.

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

Issuer Purchases of Equity Securities

Total
Number
of Shares
Purchased

Average
Price Paid
per Share

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans

Maximum
Number of
Shares that May
Yet Be
Purchased
Under Publicly
Announced
Plans (b)
April 1, 2017 to April 30, 2017 —
—
—
5,246,126
May 1, 2017 to May 31, 2017 782,692
$ 46.46
782,692
4,463,434
June 1, 2017 to June 30, 2017 234,701
(a) $ 47.50
234,065
4,229,369
Total April 1, 2017 to June 30, 2017 1,017,393
1,016,757



	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans (d)
January 1, 2018 to January 31, 2018	31,185	(a)	$	57.89	—	12,320,879
February 1, 2018 to February 28, 2018	797,388	(b)	$	55.60	749,674	11,571,205
March 1, 2018 to March 31, 2018	383,632	(c)	$	58.26	315,792	11,255,413
Total January 1, 2018 to March 31, 2018	1,212,205				1,065,466


(a)	~~Includes 636~~Represents shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or exercise price.


(b)	Includes 47,714 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or exercise price.


(c)	Includes 67,840 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or exercise price.

(d)

Commencing in October 1997, the Company's Board of Directors has, at various times, authorized the repurchase, from time to time, of the Company's common stock on the open market or in privately negotiated transactions depending on market conditions. Since plan inception, a total of ~~108,000,000~~118,000,000 shares have been authorized for repurchase of which ~~103,770,631~~106,744,587 shares have been repurchased as of ~~June 30, 2017.~~March 31, 2018.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosure

Not applicable.

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ITEM 5. Other Information

None.

ITEM 6. Exhibits



3.1	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009.

3.2	Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2 to Registrant’s ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K for the fiscal ~~quarter~~year ended ~~June 30, 2016.~~December 31, 2017.

31.1	Rule 13a-14(a) Certification of Chief Executive ~~Officer.~~Officer.

31.2	Rule 13a-14(a) Certification of Chief Financial ~~Officer.~~Officer.

32.1	Section 1350 Certification of Chief Executive ~~Officer.~~Officer.

32.2	Section 1350 Certification of Chief Financial ~~Officer.~~Officer.

101.1	Part I, Item 1 of this Form 10-Q formatted in XBRL.

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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.



	ROBERT HALF INTERNATIONAL INC. (Registrant)

	/S/ M. KEITH WADDELL
	M. Keith Waddell Vice Chairman, President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory)

Date: ~~August~~May 3, ~~2017~~2018

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	June 30, 2017			December 31, 2016
Deposits in trusts for employee deferred compensation plans		$	264,273		$	236,371
Other		76,542			84,434
Other current assets		$	340,815		$	320,805



	Goodwill
Balance as of December 31, 2016	$	209,793
Foreign currency translation adjustments	600
Balance as of June 30, 2017	$	210,393