SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark One)


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

FOR THE QUARTERLY PERIOD ENDED ~~March 31,~~June 30, 2022


☐			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


Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	RHI	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically 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 ☒ 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

☒

Accelerated filer

☐

Non-accelerated filer

☐

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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of ~~April 30,~~July 31, 2022:

~~110,513,568~~109,567,871 shares of $.001 par value Common Stock

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ROBERT HALF INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(in thousands, except share amounts)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	550,330	$	619,001	Cash and cash equivalents	$	590,909	$	619,001
Accounts receivable, net	Accounts receivable, net	1,071,608		984,691		Accounts receivable, net	1,091,598		984,691
Employee deferred compensation trust assets	Employee deferred compensation trust assets	476,826		494,991		Employee deferred compensation trust assets	416,678		494,991
Other current assets	Other current assets	173,273		169,864		Other current assets	161,557		169,864
Total current assets	Total current assets	2,272,037		2,268,547		Total current assets	2,260,742		2,268,547
Property and equipment, net	Property and equipment, net	96,423		93,403		Property and equipment, net	103,616		93,403
Right-of-use assets	Right-of-use assets	226,418		228,793		Right-of-use assets	215,656		228,793
Other intangible assets, net	Other intangible assets, net	2,917		3,334		Other intangible assets, net	2,500		3,334
Goodwill	Goodwill	222,858		222,855		Goodwill	222,268		222,855
Noncurrent deferred income taxes	Noncurrent deferred income taxes	130,113		135,427		Noncurrent deferred income taxes	129,053		135,427
Total assets	Total assets	$	2,950,766	$	2,952,359	Total assets	$	2,933,835	$	2,952,359
LIABILITIES	LIABILITIES					LIABILITIES
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	169,034	$	183,796	Accounts payable and accrued expenses	$	174,724	$	183,796
Accrued payroll and benefit costs	Accrued payroll and benefit costs	499,810		540,183		Accrued payroll and benefit costs	545,342		540,183
Employee deferred compensation plan obligations	Employee deferred compensation plan obligations	495,300		535,276		Employee deferred compensation plan obligations	440,319		535,276
Income taxes payable	Income taxes payable	38,608		15,631		Income taxes payable	22,094		15,631

Current operating lease liabilities	Current operating lease liabilities	86,279		83,787		Current operating lease liabilities	84,394		83,787
Total current liabilities	Total current liabilities	1,289,031		1,358,673		Total current liabilities	1,266,873		1,358,673

Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	176,410		181,291		Noncurrent operating lease liabilities	166,197		181,291
Other liabilities	Other liabilities	32,557		31,344		Other liabilities	33,097		31,344
Total liabilities	Total liabilities	1,497,998		1,571,308		Total liabilities	1,466,167		1,571,308
Commitments and Contingencies (Note J)	Commitments and Contingencies (Note J)	0		0		Commitments and Contingencies (Note J)	0		0
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY					STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value; authorized 5,000,000 shares; none issued	Preferred stock, $0.001 par value; authorized 5,000,000 shares; none issued	—		—		Preferred stock, $0.001 par value; authorized 5,000,000 shares; none issued	—		—
Common stock, $0.001 par value; authorized 260,000,000 shares; issued and outstanding 110,746,970 shares and 110,685,989 shares		111		111
Common stock, $0.001 par value; authorized 260,000,000 shares; issued and outstanding 109,606,600 shares and 110,685,989 shares						Common stock, $0.001 par value; authorized 260,000,000 shares; issued and outstanding 109,606,600 shares and 110,685,989 shares	110		111
Additional paid-in capital	Additional paid-in capital	1,251,086		1,235,903		Additional paid-in capital	1,265,495		1,235,903
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(23,574)		(22,622)		Accumulated other comprehensive income (loss)	(47,607)		(22,622)
Retained earnings	Retained earnings	225,145		167,659		Retained earnings	249,670		167,659
Total stockholders’ equity	Total stockholders’ equity	1,452,768		1,381,051		Total stockholders’ equity	1,467,668		1,381,051
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	2,950,766	$	2,952,359	Total liabilities and stockholders’ equity	$	2,933,835	$	2,952,359

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)

Three Months Ended
March 31,
2022 2021
Service revenues $ 1,814,834 $ 1,398,380
Costs of services 1,042,988 836,669
Gross margin 771,846 561,711
Selling, general and administrative expenses 514,194 423,062
(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Notes A & I) 30,001 (11,988)
Amortization of intangible assets 417 576
Interest income, net (166) (45)
Income before income taxes 227,400 150,106
Provision for income taxes 59,161 39,508
Net income $ 168,239 $ 110,598
Net income per share:
Basic $ 1.54 $ .99
Diluted $ 1.52 $ .98
Shares:
Basic 109,218 111,424
Diluted 110,591 112,496
Dividends declared per share $ .43 $ .38


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Service revenues	$	1,862,827	$	1,580,581	$	3,677,661	$	2,978,961
Costs of services	1,047,280		915,709		2,090,268		1,752,378
Gross margin	815,547		664,872		1,587,393		1,226,583
Selling, general and administrative expenses	509,394		488,093		1,023,588		911,155
(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Notes A & I)	65,622		(27,810)		95,623		(39,797)
Amortization of intangible assets	416		576		833		1,152
Interest (income) expense, net	(718)		151		(884)		105
Income before income taxes	240,833		203,862		468,233		353,968
Provision for income taxes	65,012		54,649		124,173		94,157
Net income	$	175,821	$	149,213	$	344,060	$	259,811

Net income per share:
Basic	$	1.62	$	1.35	$	3.16	$	2.34
Diluted	$	1.60	$	1.33	$	3.12	$	2.32

Shares:
Basic	108,833		110,861		109,025		111,141
Diluted	109,696		111,889		110,143		112,191
Dividends declared per share	$	0.43	$	0.38	$	0.86	$	0.76

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
COMPREHENSIVE INCOME (LOSS):	COMPREHENSIVE INCOME (LOSS):							COMPREHENSIVE INCOME (LOSS):
Net income	Net income		$	168,239		$	110,598	Net income	$	175,821	$	149,213	$	344,060	$	259,811
Other comprehensive income (loss):	Other comprehensive income (loss):							Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	Foreign currency translation adjustments, net of tax		(968)			(8,837)		Foreign currency translation adjustments, net of tax	(24,048)		4,398		(25,016)		(4,439)
Foreign defined benefit plans, net of tax			16			40
Foreign defined benefit plan adjustments, net of tax								Foreign defined benefit plan adjustments, net of tax	15		39		31		79
Total other comprehensive income (loss)	Total other comprehensive income (loss)		(952)			(8,797)		Total other comprehensive income (loss)	(24,033)		4,437		(24,985)		(4,360)
Total comprehensive income (loss)	Total comprehensive income (loss)		$	167,287		$	101,801	Total comprehensive income (loss)	$	151,788	$	153,650	$	319,075	$	255,451

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per share amounts)


		Common Stock			Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)			Retained Earnings				Total				Common Stock						Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)				Retained Earnings				Total
		Shares	Par Value								Shares								Par Value
Balance at December 31, 2021	Balance at December 31, 2021	110,686	$	111			$	1,235,903						$	(22,622)			$	167,659		$	1,381,051	Balance at December 31, 2021		110,686			$	111			$	1,235,903			$	(22,622)			$	167,659	$	1,381,051
Net income	Net income	—	—		—				—			168,239				168,239			Net income	—			—				—				—				168,239				168,239
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—				(952)			—				(952)			Other comprehensive income (loss)	—			—			—				(952)				—				(952)
Dividends declared ($.43 per share)		—	—		—				—			(48,413)				(48,413)
Dividends declared ($0.43 per share)																			Dividends declared ($0.43 per share)	—			—			—				—				(48,413)				(48,413)
Net issuances of restricted stock	Net issuances of restricted stock	598	1		(1)				—			—				—			Net issuances of restricted stock	598			1			(1)				—				—				—
Stock-based compensation	Stock-based compensation	—	—		15,184				—			—				15,184			Stock-based compensation	—			—			15,184				—				—				15,184
Repurchases of common stock	Repurchases of common stock	(537)	(1)		—				—			(62,340)				(62,341)			Repurchases of common stock	(537)			(1)			—				—				(62,340)				(62,341)
Balance at March 31, 2022	Balance at March 31, 2022	110,747	$	111	$	1,251,086			$	(23,574)		$	225,145			$	1,452,768		Balance at March 31, 2022	110,747			$	111		$	1,251,086			$	(23,574)			$	225,145			$	1,452,768

Net income																			Net income	—			$	—		$	—			$	—			$	175,821			$	175,821
Other comprehensive income (loss)																			Other comprehensive income (loss)	—			—			—				(24,033)				—				(24,033)
Dividends declared ($0.43 per share)																			Dividends declared ($0.43 per share)	—			—			—				—				(47,325)				(47,325)
Net issuances of restricted stock																			Net issuances of restricted stock	4			—			—				—				—				—
Stock-based compensation																			Stock-based compensation	—			—			14,409				—				—				14,409
Repurchases of common stock																			Repurchases of common stock	(1,144)			(1)			—				—				(103,971)				(103,972)
Balance at June 30, 2022																			Balance at June 30, 2022	109,607			$	110		$	1,265,495			$	(47,607)			$	249,670			$	1,467,668

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total
Shares Par Value
Balance at December 31, 2020 113,128 $ 113 $ 1,179,972 $ (4,732) $ 29,936 $ 1,205,289
Net income — — — — 110,598 110,598
Other comprehensive income (loss) — — — (8,797) — (8,797)
Dividends declared ($0.38 per share) — — — — (43,300) (43,300)
Net issuances of restricted stock 602 1 (1) — — —
Stock-based compensation — — 14,182 — — 14,182
Repurchases of common stock (1,048) (1) — — (80,272) (80,273)
Balance at March 31, 2021 112,682 $ 113 $ 1,194,153 $ (13,529) $ 16,962 $ 1,197,699


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total
	Shares	Par Value
Balance at December 31, 2020	113,128	$	113	$	1,179,972	$	(4,732)	$	29,936	$	1,205,289
Net income	—	—		—		—		110,598		110,598
Other comprehensive income (loss)	—	—		—		(8,797)		—		(8,797)
Dividends declared ($0.38 per share)	—	—		—		—		(43,300)		(43,300)
Net issuances of restricted stock	602	1		(1)		—		—		—
Stock-based compensation	—	—		14,182		—		—		14,182
Repurchases of common stock	(1,048)	(1)		—		—		(80,272)		(80,273)
Balance at March 31, 2021	112,682	$	113	$	1,194,153	$	(13,529)	$	16,962	$	1,197,699

Net income	—	$	—	$	—	$	—	$	149,213	$	149,213
Other comprehensive income (loss)	—	—		—		4,437		—		4,437
Dividends declared ($0.38 per share)	—	—		—		—		(42,720)		(42,720)
Net issuances of restricted stock	5	—		—		—		—		—
Stock-based compensation	—	—		13,903		—		—		13,903
Repurchases of common stock	(717)	(1)		—		—		(63,281)		(63,282)
Balance at June 30, 2021	111,970	$	112	$	1,208,056	$	(9,092)	$	60,174	$	1,259,250

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	168,239	$	110,598	Net income	$	344,060	$	259,811
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses	Allowance for credit losses	2,065		3,157		Allowance for credit losses	4,316		4,733
Depreciation	Depreciation	11,080		13,962		Depreciation	22,907		27,715
Amortization of cloud computing implementation costs	Amortization of cloud computing implementation costs	7,113		9,957		Amortization of cloud computing implementation costs	13,804		13,353
Amortization of intangible assets	Amortization of intangible assets	417		576		Amortization of intangible assets	833		1,152
Realized and unrealized (gains) losses from investments held in employee deferred compensation trusts	Realized and unrealized (gains) losses from investments held in employee deferred compensation trusts	30,296		(11,694)		Realized and unrealized (gains) losses from investments held in employee deferred compensation trusts	98,233		(36,949)
Stock-based compensation	Stock-based compensation	15,184		14,182		Stock-based compensation	29,593		28,085
Deferred income taxes	Deferred income taxes	5,493		2,584		Deferred income taxes	6,421		(5,524)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(89,597)		(95,024)		Accounts receivable	(129,983)		(201,602)
Capitalized cloud computing implementation costs	Capitalized cloud computing implementation costs	(9,464)		(8,488)		Capitalized cloud computing implementation costs	(19,540)		(16,236)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(14,072)		(6,603)		Accounts payable and accrued expenses	(8,374)		17,138
Accrued payroll and benefit cost		(39,435)		13,009
Accrued payroll and benefit costs						Accrued payroll and benefit costs	15,848		68,340
Employee deferred compensation plan obligations	Employee deferred compensation plan obligations	(39,976)		2,586		Employee deferred compensation plan obligations	(94,957)		46,236
Income taxes payable	Income taxes payable	35,310		25,409		Income taxes payable	21,516		22,110
Other assets and liabilities, net	Other assets and liabilities, net	(13,491)		(6,155)		Other assets and liabilities, net	(2,599)		5,110
Net cash flows provided by operating activities	Net cash flows provided by operating activities	69,162		68,056		Net cash flows provided by operating activities	302,078		233,472

CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	Capital expenditures	(14,987)		(9,739)		Capital expenditures	(35,275)		(16,114)
Investments in employee deferred compensation trusts	Investments in employee deferred compensation trusts	(33,913)		(28,509)		Investments in employee deferred compensation trusts	(45,061)		(42,423)
Proceeds from employee deferred compensation trust redemptions	Proceeds from employee deferred compensation trust redemptions	21,782		22,799		Proceeds from employee deferred compensation trust redemptions	25,140		27,424
Net cash flows used in investing activities	Net cash flows used in investing activities	(27,118)		(15,449)		Net cash flows used in investing activities	(55,196)		(31,113)

CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable	Repayment of notes payable	—		(58)		Repayment of notes payable	—		(117)
Repurchases of common stock	Repurchases of common stock	(62,062)		(79,465)		Repurchases of common stock	(160,610)		(145,314)
Dividends paid	Dividends paid	(47,498)		(44,277)		Dividends paid	(96,229)		(86,479)
Net cash flows used in financing activities	Net cash flows used in financing activities	(109,560)		(123,800)		Net cash flows used in financing activities	(256,839)		(231,910)
Effect of exchange rate fluctuations	Effect of exchange rate fluctuations	(1,155)		(5,303)		Effect of exchange rate fluctuations	(18,135)		(2,070)
Change in cash and cash equivalents	Change in cash and cash equivalents	(68,671)		(76,496)		Change in cash and cash equivalents	(28,092)		(31,621)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	619,001		574,426		Cash and cash equivalents at beginning of period	619,001		574,426
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	550,330	$	497,930	Cash and cash equivalents at end of period	$	590,909	$	542,805

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:					SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Non-cash items:	Non-cash items:					Non-cash items:
Stock repurchases awaiting settlement		$	5,872	$	3,912
Repurchases of common stock awaiting settlement						Repurchases of common stock awaiting settlement	$	11,296	$	1,345
Fund exchanges within employee deferred compensation trusts	Fund exchanges within employee deferred compensation trusts	$	40,509	$	37,661	Fund exchanges within employee deferred compensation trusts	$	66,645	$	63,154

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~March 31,~~June 30, 2022

Note A—Summary of Significant Accounting Policies

Nature of Operations. Robert Half International Inc. (the “Company”) is a specialized talent solutions and business consulting firm that connects opportunities at great companies with highly skilled job seekers. Robert ~~Half®~~Half® offers contract talent solutions and permanent placement talent solutions for finance and accounting, technology, marketing and creative, legal, administrative and customer support roles. Robert Half is also the parent company of ~~Protiviti®~~Protiviti®, a global consulting firm that provides internal audit, risk, business, and technology consulting solutions.

The Company recently completed a multiyear process to unify its family of Robert Half endorsed divisional brands to a single brand, Robert Half. This simplifies the ~~Company's~~Company’s go-to-market brand structure for clients and candidates, ~~and~~ provides leverage for greater brand awareness, and allows future flexibility to expand the ~~Company's~~Company’s existing functional specializations. In connection with this process, the ~~Company's~~Company’s current financial statement disclosures reflect new names for its reportable segments, including contract talent solutions (formerly temporary and consultant staffing), permanent placement talent solutions (formerly permanent placement staffing) and Protiviti (formerly risk consulting and internal audit services). What was previously referred to as staffing operations is now referred to as talent solutions.

The presentation of contract talent solutions includes functional specializations rather than the previously branded divisions. The functional specializations are: finance and accounting, which combines the former ~~Accountemps®~~Accountemps® and Robert ~~Half®~~Half® Management Resources divisions; administrative and customer support, which consists of the former ~~OfficeTeam®~~OfficeTeam®; and technology, which includes the former Robert ~~Half®~~Half® Technology.

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, 2021, 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. Certain reclassifications have been made to prior year’s Condensed Consolidated Financial Statements to conform to the 2022 presentation.

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

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 ~~March 31,~~June 30, 2022, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, accrued medical expenses, income and other taxes, assumptions used in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions. ~~We continue to monitor the global economic uncertainty as a result of coronavirus (“COVID-19”) to assess the impact on the Company’s results of operations, financial condition, and liquidity.~~ Actual results and outcomes may differ from management’s estimates and assumptions.

Service Revenues. The Company derives its revenues from 3 segments: contract talent solutions, permanent placement talent solutions, and Protiviti. Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. See Note C for further discussion of the revenue recognition accounting policy.

ROBERT HALF INTERNATIONAL INC.

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

~~March 31,~~June 30, 2022

Costs of Services. Direct costs of contract talent solutions consist of professional staff payroll, payroll taxes and benefit costs for the Company’s engagement professionals, as well as reimbursable expenses. Direct costs of permanent placement talent solutions consist of reimbursable expenses. Protiviti direct costs of services include professional staff payroll, payroll taxes and benefit costs, as well as reimbursable expenses.

Advertising Costs. The Company expenses all advertising costs as incurred. Advertising costs were ~~$14.2~~$14.5 million and ~~$8.4~~$28.7 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and $11.8 million and $20.2 million for the three and six months ended June 30, 2021, respectively.

The following table presents the Company’s (income) loss from investments held in employee deferred compensation trusts (in thousands):
Three Months Ended
March 31,
2022 2021
Dividend income $ (295) $ (294)
Realized and unrealized (gains) losses 30,296 (11,694)
(Income) loss from investments held in employee deferred compensation trusts $ 30,001 $ (11,988)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Dividend income	$	(2,315)	$	(2,556)	$	(2,610)	$	(2,848)
Realized and unrealized (gains) losses	67,937		(25,254)		98,233		(36,949)
(Income) loss from investments held in employee deferred compensation trusts	$	65,622	$	(27,810)	$	95,623	$	(39,797)

Comprehensive Income (Loss). Comprehensive income (loss) includes net income and certain other items that are recorded directly to stockholders’ equity. The Company’s only sources of other comprehensive income (loss) are foreign currency translation and foreign defined benefit plan adjustments.

Fair Value of Financial Instruments. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market to measure fair value, summarized as follows:

Level 1: observable inputs for identical assets or liabilities, such as quoted prices in active markets

Level 2: inputs other than the quoted prices in active markets that are observable either directly or indirectly

Level 3: unobservable inputs in which there is little or no market data, which requires management’s best

estimates and assumptions that market participants would use in pricing the asset or liability

The carrying value of cash and cash equivalents, net accounts receivable, and accounts payable and accrued expenses approximates fair value because of their short-term nature. The Company holds mutual funds and money market funds to satisfy its obligations under its employee deferred compensation plans, which are carried at fair value based on quoted market prices in active markets for identical assets (level 1).

ROBERT HALF INTERNATIONAL INC.

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

~~March 31,~~June 30, 2022

The following table sets forth the composition of the underlying assets which comprise the Company’s deferred compensation trust assets (in thousands):
Fair Value Measurements Using
Balance at March 31, 2022 Quoted Prices
in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Assets
Money market funds $ 71,511 $ 71,511 — —
Mutual funds - bond 29,442 29,442 — —
Mutual funds - stock 285,364 285,364 — —
Mutual funds - blend 90,509 90,509 — —
$ 476,826 $ 476,826 — —
Fair Value Measurements Using
Balance at December 31, 2021 Quoted Prices
in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Assets
Money market funds $ 66,700 $ 66,700 — —
Mutual funds - bond 30,750 30,750 — —
Mutual funds - stock 303,277 303,277 — —
Mutual funds - blend 94,264 94,264 — —
$ 494,991 $ 494,991 — —


			Fair Value Measurements Using
	Balance at June 30, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets
Money market funds	$	76,166	$	76,166	—	—
Mutual funds - bond	29,939		29,939		—	—
Mutual funds - stock	232,565		232,565		—	—
Mutual funds - blend	78,008		78,008		—	—
	$	416,678	$	416,678	—	—

			Fair Value Measurements Using
	Balance at December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets
Money market funds	$	66,700	$	66,700	—	—
Mutual funds - bond	30,750		30,750		—	—
Mutual funds - stock	303,277		303,277		—	—
Mutual funds - blend	94,264		94,264		—	—
	$	494,991	$	494,991	—	—

Certain items such as goodwill and other intangible assets are recognized or disclosed at fair value on a non-recurring basis. The Company determines the fair value of these items using level 3 inputs. There are inherent limitations when estimating the fair value of financial instruments, and the fair values reported are not necessarily indicative of the amounts that would be realized in current market transactions.

Allowance for Credit Losses. The Company is exposed to credit losses resulting from the inability of its customers to make required payments. The Company establishes an allowance for these potential credit losses based on its review of customers’ credit profiles, historical loss statistics, prepayments, recoveries, age of customer receivable balances, current business conditions and ~~macro-economic~~macroeconomic trends. The Company considers risk characteristics of trade receivables based on asset type and geographical locations to evaluate trade receivables on a collective basis. The Company applies credit loss estimates to these pooled receivables to determine expected credit losses.

ROBERT HALF INTERNATIONAL INC.

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

~~March 31,~~June 30, 2022

The following table sets forth the activity in the allowance for credit losses from December 31, 2021 through ~~March 31,~~June 30, 2022 (in thousands):


	Allowance for Credit Losses




Balance as of December 31, 2021	$	21,530
Charges to expense	~~2,065~~4,316
Deductions	~~(1,005)~~(2,206)
Other, including foreign currency translation adjustments	~~(123)~~(805)
Balance as of ~~March 31,~~June 30, 2022	$	~~22,467~~22,835

Note B—New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Government Assistance. In November 2021, the Financial Accounting Standards Board ~~("FASB"~~(“FASB”) issued Accounting Standards Update ~~("ASU"~~(“ASU”) 2021-10, ~~"Government~~“Government Assistance (Topic 832): Disclosures by Business Entities about Government ~~Assistance"~~Assistance” to increase the transparency of government assistance including the disclosure of the types of assistance an entity receives, an entity’s method of accounting for government assistance and the effect of the assistance on an entity’s financial statements. This standard is effective for annual periods beginning after December 15, 2021. The amendments should be applied either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application, or (2) retrospectively to those transactions. The Company adopted this ASU in January 2022. The adoption of this guidance did not have a material impact on its financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

None.

Note C—Revenue Recognition

The Company derives its revenues from 3 segments: contract talent solutions, permanent placement talent solutions, and Protiviti. Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Service revenues as presented in 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 also included in service revenues, and equivalent amounts of reimbursable expenses are included in costs of services.

Contract talent solutions revenues. Contract talent solutions revenues are recognized in the amount to which the Company has a right to invoice when the services are rendered by the Company’s engagement professionals. The substantial majority of engagement professionals placed on 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.

The Company records contract talent solutions revenues 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.

ROBERT HALF INTERNATIONAL INC.

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

~~March 31,~~June 30, 2022

Permanent placement talent solutions revenues. Permanent placement talent solutions revenues 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 talent ~~solution~~solutions services are charged to employment candidates.

Protiviti revenues. ~~Protiviti's~~Protiviti’s consulting services are generally provided on a time-and-material basis or fixed-fee basis. Revenues earned under time-and-material arrangements and fixed-fee arrangements are recognized using a proportional performance method. 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. ~~Protiviti's~~Protiviti’s consulting 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.

The Company periodically evaluates the need to provide for any losses on these projects, and losses are recognized when it is probable that a loss will be incurred.

The following table presents the Company’s service revenues disaggregated by functional specialization and segment (in thousands):


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Contract talent solutions	Contract talent solutions							Contract talent solutions
Finance and accounting	Finance and accounting		$	801,690		$	600,387	Finance and accounting	$	810,910	$	663,892	$	1,612,600	$	1,264,326
Administrative and customer support	Administrative and customer support		284,906			220,467		Administrative and customer support	274,141		263,192		559,047		483,665
Technology	Technology		213,327			172,239		Technology	218,190		194,233		431,517		366,406
Elimination of intersegment revenues (a)	Elimination of intersegment revenues (a)		(144,200)			(103,818)		Elimination of intersegment revenues (a)	(137,548)		(143,036)		(281,748)		(246,840)
Total contract talent solutions	Total contract talent solutions		1,155,723			889,275		Total contract talent solutions	1,165,693		978,281		2,321,416		1,867,557
Permanent placement talent solutions	Permanent placement talent solutions		186,782			111,703		Permanent placement talent solutions	200,096		143,640		386,878		255,344
Protiviti	Protiviti		472,329			397,402		Protiviti	497,038		458,660		969,367		856,060
Total service revenues	Total service revenues		$	1,814,834		$	1,398,380	Total service revenues	$	1,862,827	$	1,580,581	$	3,677,661	$	2,978,961

(a) Service revenues for finance and accounting, administrative and customer support, and technology include intersegment revenues, which represent revenues from services provided to the Company’s Protiviti segment in connection with the Company’s blended business solutions. Intersegment revenues for each functional specialization are aggregated and then eliminated as a single line.

Payment terms in the Company’s contracts vary by the type of the Company’s 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~~standalone selling values of the services and products in the arrangement. As of ~~March 31,~~June 30, 2022, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was ~~$147.7~~$202.4 million. Of this amount, ~~$133.6~~$183.6 million is expected to be recognized within the next twelve months. As of ~~March 31,~~June 30, 2021, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was ~~$170.0~~$173.5 million.

ROBERT HALF INTERNATIONAL INC.

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

~~March 31,~~June 30, 2022

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 unaudited Condensed Consolidated Statements of Financial Position. The following table sets forth the activity in contract liabilities from December 31, 2021 through ~~March 31,~~June 30, 2022 (in thousands):

Contract Liabilities

Balance as of December 31, 2021

25,601

Payments in advance of satisfaction of performance obligations

~~18,345~~36,646

Revenue recognized

~~(24,046)~~(41,310)

Other, including translation adjustments

~~(278)~~(876)

Balance as of ~~March 31,~~June 30, 2022

~~19,622~~20,061

Note D—Other Current Assets

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


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Prepaid expenses	Prepaid expenses	$	83,906	$	69,526	Prepaid expenses	$	72,932	$	69,526
Unamortized cloud computing implementation costs	Unamortized cloud computing implementation costs	47,040		44,692		Unamortized cloud computing implementation costs	50,410		44,692
Other	Other	42,327		55,646		Other	38,215		55,646
Other current assets	Other current assets	$	173,273	$	169,864	Other current assets	$	161,557	$	169,864

Note E—Property and Equipment, Net

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


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Computer hardware	Computer hardware	$	161,382	$	157,408	Computer hardware	$	168,714	$	157,408
Computer software	Computer software	247,964		246,013		Computer software	248,496		246,013
Furniture and equipment	Furniture and equipment	94,028		93,144		Furniture and equipment	94,206		93,144
Leasehold improvements	Leasehold improvements	165,949		165,153		Leasehold improvements	164,611		165,153

Property and equipment, cost	Property and equipment, cost	669,323		661,718		Property and equipment, cost	676,027		661,718
Accumulated depreciation	Accumulated depreciation	(572,900)		(568,315)		Accumulated depreciation	(572,411)		(568,315)
Property and equipment, net	Property and equipment, net	$	96,423	$	93,403	Property and equipment, net	$	103,616	$	93,403

ROBERT HALF INTERNATIONAL INC.

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

~~March 31,~~June 30, 2022

Note F—Leases

The Company has operating leases for corporate and field offices, and certain equipment. The Company’s leases have remaining lease terms of less than 1 year to 8 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year. Operating lease expenses were ~~$22.6~~$22.5 million and ~~$21.5~~$45.1 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and $21.7 million and $43.2 million for the three and six months ended June 30, 2021, respectively.

Supplemental cash flow information related to leases consisted of the following (in thousands):
Three Months Ended
March 31,
2022 2021
Cash paid for operating lease liabilities $ 22,986 $ 22,225
Right-of-use assets obtained in exchange for operating lease liabilities from new leases $ 12,805 $ 3,501
Right-of-use assets obtained in exchange for operating lease liabilities from lease
modifications or reassessments
$ 7,584 $ 4,221


	Six Months Ended June 30,
	2022		2021
Cash paid for operating lease liabilities	$	46,743	$	45,531
Right-of-use assets obtained in exchange for operating lease liabilities from new leases	$	17,384	$	8,467
Right-of-use assets obtained in exchange for operating lease liabilities from lease modifications or reassessments	$	17,744	$	13,829

Supplemental balance sheet information related to leases consisted of the following:

March 31,
2022

December 31,
2021

June 30,
2022

December 31,
2021

Weighted average remaining lease term for operating leases

3.8 years

3.9 years

Weighted average remaining lease term for operating leases

3.6 years

3.9 years

Weighted average discount rate for operating leases

2.3

Weighted average discount rate for operating leases

2.3

Future minimum lease payments under non-cancellable leases as of ~~March 31,~~June 30, 2022, were as follows (in thousands):


2022 (excluding the three months ended March 31, 2022)		$	69,535
2022 (excluding the six months ended June 30, 2022)				2022 (excluding the six months ended June 30, 2022)	$	46,348
2023	2023	74,748		2023	79,956
2024	2024	57,197		2024	60,256
2025	2025	35,631		2025	36,690
2026	2026	22,860		2026	23,270
Thereafter	Thereafter	14,247		Thereafter	14,623
Less: Imputed interest	Less: Imputed interest	(11,529)		Less: Imputed interest	(10,552)
Present value of operating lease liabilities (a)	Present value of operating lease liabilities (a)	$	262,689	Present value of operating lease liabilities (a)	$	250,591

(a) Includes current portion of ~~$86.3~~$84.4 million for operating leases.

As of ~~March 31,~~June 30, 2022, the Company had additional future minimum lease obligations totaling ~~$6.0~~$6.1 million under executed operating lease contracts that had not yet commenced. These operating leases include agreements for corporate and field office facilities with lease terms of 1 to 6 years.

ROBERT HALF INTERNATIONAL INC.

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

~~March 31,~~June 30, 2022

Note G—Goodwill

The following table sets forth the activity in goodwill from December 31, 2021 through ~~March 31,~~June 30, 2022 (in thousands):


		Goodwill									Goodwill
		Contract talent solutions		Permanent placement talent solutions		Protiviti		Total			Contract talent solutions		Permanent placement talent solutions		Protiviti		Total
Balance as of December 31, 2021	Balance as of December 31, 2021	$	134,584	$	26,189	$	62,082	$	222,855	Balance as of December 31, 2021	$	134,584	$	26,189	$	62,082	$	222,855

Foreign currency translation adjustments	Foreign currency translation adjustments	(61)		(12)		76		3		Foreign currency translation adjustments	(369)		(72)		(146)		(587)
Balance as of March 31, 2022		$	134,523	$	26,177	$	62,158	$	222,858
Balance as of June 30, 2022										Balance as of June 30, 2022	$	134,215	$	26,117	$	61,936	$	222,268

The Company completed its annual assessment of the recoverability of goodwill during the quarter ended June 30, 2022, and determined there were no events or circumstances that would more likely than not reduce the fair value of the Company’s reporting units below their carrying value.

Note H—Accrued Payroll and Benefit Costs

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


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Payroll and benefits	Payroll and benefits	$	414,580	$	449,246	Payroll and benefits	$	471,325	$	449,246
Payroll taxes	Payroll taxes	67,458		74,117		Payroll taxes	57,108		74,117
Workers’ compensation	Workers’ compensation	17,772		16,820		Workers’ compensation	16,909		16,820
Accrued payroll and benefit costs	Accrued payroll and benefit costs	$	499,810	$	540,183	Accrued payroll and benefit costs	$	545,342	$	540,183

The Company, under the Coronavirus Aid, Relief, and Economic Security ~~(CARES)~~(“CARES”) Act, deferred paying $51.1 million of applicable payroll taxes as of both ~~March 31,~~June 30, 2022 and December 31, 2021, which is expected to be paid during the next 12 months and is included in payroll taxes.

Note I—Employee Deferred Compensation Plan Obligations

The Company provides various qualified defined contribution 401(k) plans covering eligible employees. The plans offer a savings feature with the Company matching employee contributions. Assets of this plan are held by an independent trustee for the sole benefit of participating employees. Nonqualified plans are provided for employees on a discretionary basis, including those not eligible for the qualified plans. These plans include provisions for salary deferrals and discretionary contributions. The asset value of the nonqualified plans was ~~$476.8~~$416.7 million and $495.0 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. The Company holds these assets to satisfy the Company’s liabilities under its deferred compensation plans.

The liability value for the nonqualified plans was ~~$495.3~~$440.3 million and $535.3 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively.

~~The following table presents the Company’s compensation expense related to its qualified defined contribution plans and nonqualified plans (in thousands):~~
Three Months Ended
March 31,
2022 2021
Contribution expense $ 12,202 $ 9,554
Increase (decrease) in employee deferred compensation expense related to changes in the fair value of trust assets (30,001) 11,988
$ (17,799) $ 21,542

~~The Company has statutory defined contribution plans and defined benefit plans outside the U.S., which are not material.~~

ROBERT HALF INTERNATIONAL INC.

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

~~March 31,~~June 30, 2022

The following table presents the Company’s compensation expense related to its qualified defined contribution plans and nonqualified plans (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Contribution expense	$	12,794	$	13,918	$	24,996	$	23,472
Increase (decrease) in employee deferred compensation expense related to changes in the fair value of trust assets	(65,622)		27,810		(95,623)		39,797
	$	(52,828)	$	41,728	$	(70,627)	$	63,269

The Company has statutory defined contribution plans and defined benefit plans outside the United States of America, which are not material.

Note J—Commitments and Contingencies

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 was subsequently amended on October 23, 2015. The complaint alleges that a putative class of current and former employees of the Company working in California since March 13, 2010, were denied compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as performing activities related to the interview process. 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 California’s Labor Code Private Attorney General Act (“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.

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 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.

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.

ROBERT HALF INTERNATIONAL INC.

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

June 30, 2022

In May 2021, the Company entered into an amendment to extend the maturity of its ~~$100~~$100.0 million unsecured revolving credit facility (the “Credit Agreement”) to May 2024. Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the ~~LIBOR,~~London Interbank Offered Rate or an alternative base rate, plus an applicable margin. The Credit Agreement is subject to certain financial covenants and the Company was in compliance with these covenants as of ~~March 31,~~June 30, 2022. There were no borrowings under the Credit Agreement as of ~~March 31,~~June 30, 2022.

~~ROBERT HALF INTERNATIONAL INC.~~

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

~~March 31, 2022~~

Note K—Stockholders’ Equity

Stock Repurchase Program. As of ~~March 31,~~June 30, 2022, the Company is authorized to repurchase, from time to time, up to ~~6.7~~5.8 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 ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, are reflected in the following table (in thousands):
Three Months Ended
March 31,
2022 2021
Common stock repurchased (in shares) 475 797
Common stock repurchased $ 54,913 $ 60,860


	Six Months Ended June 30,
	2022		2021
Common stock repurchased (in shares)	1,386		1,514
Common stock repurchased	$	133,527	$	124,210

Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable statutory withholding taxes. The number and the cost of employee stock plan repurchases made during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, are reflected in the following table (in thousands):

Three Months Ended
March 31,
2022 2021
Repurchases related to employee stock plans (in shares) 62 251
Repurchases related to employee stock plans $ 7,428 $ 19,413


	Six Months Ended June 30,
	2022		2021
Repurchases related to employee stock plans (in shares)	295		251
Repurchases related to employee stock plans	$	32,786	$	19,345

The repurchased shares are held in treasury and are presented as if constructively retired. Treasury stock is accounted for using the cost method. Treasury stock activity for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, (consisting of purchase of shares for the treasury) is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Repurchases of shares and issuances of dividends are applied first to the extent of retained earnings and any remaining amounts are applied to additional paid-in capital.

~~Note L—Net Income Per Share~~

~~The calculation of net income per share for the three months ended March 31, 2022 and 2021 is reflected in the following table (in thousands, except per share amounts):~~
Three Months Ended
March 31,
2022 2021
Net income $ 168,239 $ 110,598
Basic:
Weighted average shares 109,218 111,424
Diluted:
Weighted average shares 109,218 111,424
Dilutive effect of potential common shares 1,373 1,072
Diluted weighted average shares 110,591 112,496
Net income per share:
Basic $ 1.54 $ .99
Diluted $ 1.52 $ .98

ROBERT HALF INTERNATIONAL INC.

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

~~March 31,~~June 30, 2022

Note L—Net Income Per Share

The calculation of net income per share for the three and six months ended June 30, 2022 and 2021, is reflected in the following table (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	175,821	$	149,213	$	344,060	$	259,811
Basic:
Weighted average shares	108,833		110,861		109,025		111,141
Diluted:
Weighted average shares	108,833		110,861		109,025		111,141
Dilutive effect of potential common shares	863		1,028		1,118		1,050
Diluted weighted average shares	109,696		111,889		110,143		112,191
Net income per share:
Basic	$	1.62	$	1.35	$	3.16	$	2.34
Diluted	$	1.60	$	1.33	$	3.12	$	2.32

Note M—Business Segments

The Company has 3 reportable segments: contract talent solutions, permanent placement talent solutions, and Protiviti. Operating segments are defined as components of the Company for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The contract talent solutions ~~segment provides specialized engagement professionals in the accounting~~ and ~~finance, administrative and office, information technology, legal, advertising, marketing and web design fields. The~~ permanent placement talent solutions ~~segment provides~~segments provide specialized engagement professionals and full-time personnel, ~~in the~~respectively, for finance and accounting, ~~finance,~~technology, marketing and creative, legal, administrative and ~~office, legal, and information technology fields.~~customer support roles. The Protiviti 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, 2021. The Company evaluates performance based on income before net interest ~~income,~~(income) expense, intangible assets amortization expense, and income taxes.

ROBERT HALF INTERNATIONAL INC.

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

June 30, 2022

The following table provides a reconciliation of service revenues and segment income by reportable segment to consolidated results for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (in thousands):


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Service revenues	Service revenues							Service revenues
Contract talent solutions	Contract talent solutions		$	1,155,723		$	889,275	Contract talent solutions	$	1,165,693	$	978,281	$	2,321,416	$	1,867,557
Permanent placement talent solutions	Permanent placement talent solutions		186,782			111,703		Permanent placement talent solutions	200,096		143,640		386,878		255,344
Protiviti	Protiviti		472,329			397,402		Protiviti	497,038		458,660		969,367		856,060
			$	1,814,834		$	1,398,380		$	1,862,827	$	1,580,581	$	3,677,661	$	2,978,961
Segment income	Segment income							Segment income
Contract talent solutions	Contract talent solutions		$	133,246		$	75,535	Contract talent solutions	$	133,567	$	94,010	$	266,813	$	169,688
Permanent placement talent solutions	Permanent placement talent solutions		37,328			17,780		Permanent placement talent solutions	36,751		30,599		74,079		48,234
Protiviti	Protiviti		57,077			57,322		Protiviti	70,213		79,980		127,290		137,303
Combined segment income	Combined segment income		227,651			150,637		Combined segment income	240,531		204,589		468,182		355,225

Amortization of intangible assets	Amortization of intangible assets		417			576		Amortization of intangible assets	416		576		833		1,152
Interest income, net			(166)			(45)
Interest (income) expense, net								Interest (income) expense, net	(718)		151		(884)		105
Income before income taxes	Income before income taxes		$	227,400		$	150,106	Income before income taxes	$	240,833	$	203,862	$	468,233	$	353,968

Service revenues presented above are shown net of eliminations of intersegment revenues. Intersegment revenues

between the contract talent solutions segment and Protiviti segment were ~~$144.2~~$137.5 million and ~~$103.8~~$281.7 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, and $143.0 million and $246.8 million six months ended June 30, 2021, respectively.

Revenue and direct costs related to the intersegment activity are reflected in the Protiviti segment, including the costs of candidate payroll, fringe benefits and incremental recruiter compensation.

~~ROBERT HALF INTERNATIONAL INC.~~

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

~~March 31, 2022~~

Note N—Subsequent Events

On ~~May 3,~~August 2, 2022, the Company announced the following:


Quarterly dividend per share			$~~.43~~0.43
Declaration date			~~May 3,~~August 2, 2022
Record date			~~May~~August 25, 2022
Payment date			~~June~~September 15, 2022

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 future operating results or financial positions of Robert Half International Inc. (the ~~"Company"~~“Company”). 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 United States of America ("U.S.") or international tax regulations, the global financial and economic situation; the duration and impact of the COVID-19 pandemic and efforts to mitigate its spread; changes in levels of unemployment and other economic conditions in the ~~United States~~U.S. or foreign countries where the Company does business, or in particular regions or industries; reduction in the supply of candidates for contract 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 engagement professionals, or for events impacting its engagement professionals 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 or other reform legislation 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 or the Company could experience a cybersecurity breach; 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 broad based consulting, regulatory compliance, technology services, public sector or other high demand advisory 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

The Company recently completed a multiyear process to unify its family of Robert Half endorsed divisional brands to a single brand, Robert ~~Half.~~Half. This simplifies the ~~Company's~~Company’s go-to-market brand structure for clients and candidates and provides leverage for greater brand awareness and allows future flexibility to expand the ~~Company's~~Company’s existing functional specializations. In connection with this process, the ~~Company's~~Company’s current financial statement disclosures reflect new names for its reportable segments, including contract talent solutions (formerly temporary and consultant staffing), permanent placement talent solutions (formerly permanent placement staffing) and Protiviti (formerly risk consulting and internal audit services). What was previously referred to as staffing operations is now referred to as talent solutions.

The presentation of contract talent solutions includes functional specializations rather than the previously branded divisions. The functional specializations are: finance and accounting, which combines the former ~~Accountemps®~~Accountemps® and Robert ~~Half®~~ Half®Management Resources divisions; administrative and customer support, which consists of the former ~~OfficeTeam®~~OfficeTeam®; and technology, which includes the former Robert ~~Half®~~ Half® Technology.

The Company reported another very strong quarter ~~driven by~~which reflects a robust global labor market and demand environment, ~~across~~although reported results were unfavorably impacted by currency exchange rates as the ~~globe.~~U.S. dollar strengthened against the Euro and British pound. During the first ~~quarter~~half of 2022, service revenues were ~~$1.81~~$3.68 billion, an increase of ~~29.8%~~23.5% from the prior year. Net income increased ~~52.1%~~32.4% to ~~$168~~$344 million and diluted net income per share increased ~~55.1%~~34.5% to ~~$1.52.~~

$3.12.

The ~~Company's permanent placement~~Company’s talent solutions led the way, with permanent placement and contract talent solutions achieving year-over-year revenue growth of ~~67 percent. Contract talent solutions~~51.5% and 24.3%, respectively. Protiviti also ~~continued to post very~~performed strong, ~~results,~~ growing year-over-year revenues by ~~30 percent and 19 percent, respectively.~~13.2%.

~~The future of work continues to evolve as remote~~Remote and hybrid ~~work~~working models ~~gain wider acceptance,~~are here to stay and provide the swift recovery across global labor markets has significantly increased the demand for the Company's services. More than ever before, clients are willing to recruit from outside their geographic region to access deeper talent pools and lower price points than may be available locally. Job candidates also benefit from the broader experiences and wider selection of jobs derived from out-of-market engagements. This remote work environment increasingly plays to the Company's strengths and presents an unparalleledCompany with a significant opportunity to capitalize on ~~a structural~~the structure shift in how companies source talent. This plays to the Company’s numerous strengths, including its global brand, office network, candidate database and AI-driven technologies.

Protiviti reported double-digit revenue gains. Internal audit and blended solutions with contract talent solutions reported the strongest growth. The Company continues to see positive results in the collaboration between Protiviti and contract talent, which pairs Protiviti's world-class consulting talent with contract talent solutions's deep operational resources to provide a cost-effective solution to clients' skills and scalability needs. Protiviti's pipeline continues to be very strong.

Demand for the Company’s contract talent solutions, permanent placement talent solutions, and consulting talent is largely dependent upon general economic and labor trends both domestically and abroad. The ~~United States~~U.S. economic backdrop and labor trends for the first ~~quarter~~half of 2022 remained conducive to growth for the Company as the unemployment rate decreased from 3.9% in December 2021 to 3.6% at the end of the ~~first~~second quarter of ~~2022.~~ 2022. In the ~~United States, the number of~~U.S., job openings ~~exceeded the number of hires at the end of March 2022, creating competition for skilled talent that increases the Company's value to clients.~~and quit rates remain elevated and only modestly below all-time highs. The U.S. labor market remains robust, with significant demand due to talent shortages across professional disciplines.

~~We monitor~~The Company monitors various economic indicators and business trends in all of the countries in which ~~we operate~~it operates to anticipate demand for the Company’s services. ~~We evaluate these~~These trends are evaluated to determine the appropriate level of investment, including personnel, which will best position the Company for success in the current and future global macroeconomic environment. The Company’s investments in headcount are typically structured to proactively support and align with expected revenue growth trends and productivity metrics. ~~We have limited visibility~~Visibility into future revenues is limited 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~~the Company’s headcount and other investments are typically assessed on at least a quarterly basis. During the first ~~quarter~~half of 2022, the Companyincreased headcount across all segments when compared to prior year-end levels.

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, 2021. There were no material changes to the Company’s critical accounting policies or estimates for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

Recent Accounting Pronouncements

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

Results of Operations

The Company analyzes its operating results for three reportable segments: contract talent solutions, permanent placement talent solutions, and Protiviti. The contract talent solutions ~~segment provides specialized engagement professionals in the accounting~~ and ~~finance, administrative and office, information technology, legal, advertising, marketing and web design fields. The~~ permanent placement talent solutions ~~segment provides~~segments provide specialized engagement professionals and full-time personnel, ~~in the~~respectively, for finance and accounting, ~~finance,~~technology, marketing and creative, legal, administrative and ~~office, legal, and information technology fields.~~customer support roles. The Protiviti segment provides business and technology risk consulting and internal audit services.

Demand for the Company’s contract talent solutions, permanent placement talent solutions, and consulting talent is largely dependent upon general economic and labor trends both domestically and abroad. Because of the inherent difficulty in predicting economic trends, future demand for the Company’s services cannot be forecast with certainty. The Company's global brand, office network, candidate database and advanced AI-driven technologies allows the Company to successfully recruit the necessary talent for its clients to thrive and grow amid the Great Reshuffle, as professionals continue to change jobs at record levels and companies across the globe struggle to navigate unprecedented employee turnover. Global labor markets remain very robust. In the U.S., this is seen in the elevated levels of job openings and quits rates, as well as low initial unemployment claims and a low unemployment rate. As a result of this very strong demand environment, coupled with the Company's unique ability to successfully secure hard-to-find candidates for its clients, the Company continues to see its talent solutions results recovering at a faster pace than experienced in the past.

The Company’s talent solutions business has ~~317~~316 offices in 42 states, the District of Columbia and 17 foreign countries, while Protiviti has 65 offices in 2423 states and 13 foreign countries.

2120

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~~U.S. (“GAAP”) and the rules of the SEC. To help readers understand the Company’s financial performance, the Company supplements its GAAP financial results with the following non-GAAP measures: as adjusted revenue growth rates; adjusted gross margin; adjusted selling, general and administrative expense; segment income and combined segment income.

Variations in the Company’s financial results include the impact of changes in foreign currency exchange rates and billing days. The Company provides “as adjusted” revenue growth calculations to remove the impact of these items. These calculations show the year-over-year revenue growth rates for the Company’s functional specializations and segments on both a reported basis and also on an as adjusted basis for global, U.S., and international operations. The Company has provided this data because it focuses on the Company’s revenue growth rates attributable to operating activities and aids in evaluating revenue trends over time. The 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~~weighted average number of billing days for each reporting period based upon input from all countries and all functional specializations and segments. 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 “as adjusted” means that the impact of different billing days and currency fluctuations are removed from the revenue growth rate calculation.

The following measures: adjusted gross margin; adjusted selling, general and administrative expense; and segment income include gains and losses on investments held to fund the Company’s obligations under employee deferred compensation plans. The Company provides these measures because they are used by management to review its operational results.

Combined segment income is income before income taxes adjusted for net interest ~~income,~~(income) expense, net and amortization of intangible assets. The Company provides combined segment income because it is how management evaluates segment performance.

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 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 non-GAAP financial measures to the most directly comparable GAAP financial measures is provided on the following pages.

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

Three Months Ended ~~March 31,~~June 30, 2022 and 2021

Revenues. The Company’s revenues were ~~$1.81~~$1.86 billion for the three months ended ~~March 31,~~June 30, 2022, increasing by ~~29.8%~~17.9% compared to ~~$1.40~~$1.58 billion for the three months ended ~~March 31,~~June 30, 2021. Revenues from U.S. operations increased ~~31.7%~~20.2% to ~~$1.42~~$1.47 billion ~~(78.0%~~(78.8% of total revenue) for the three months ended ~~March 31,~~June 30, 2022, compared to ~~$1.07~~$1.22 billion ~~(76.8%~~(77.2% of total revenue) for the three months ended ~~March 31,~~June 30, 2021. Revenues from ~~foreign~~international operations increased ~~23.4%~~10.0% to ~~$400~~$396 million ~~(22.0%~~(21.2% of total revenue) for the three months ended ~~March 31,~~June 30, 2022, compared to ~~$324~~$360 million ~~(23.2%~~(22.8% of total revenue) for the three months ended ~~March 31,~~June 30, 2021. ~~The economic recovery in the United States and abroad contributed to the broad-based demand for the Company’s talent solutions and business consulting services.~~ Contributing factors for each reportable segment are discussed below in further detail.

Contract talent solutions revenues were $1.16 billion for the three months ended ~~March 31,~~June 30, 2022, increasing by ~~30.0%~~19.2% compared to revenues of ~~$889~~$978 million for the three months ended ~~March 31,~~June 30, 2021.Key drivers of contract talent solutions revenues include average hourly bill rates and the number of hours worked by the Company’s engagement professionals on client engagements. On an as adjusted basis, contract talent solutions revenues inincreased 21.3% for the ~~first~~second quarter of 2022, ~~increased 31.0%~~ compared to the ~~first~~second quarter of 2021, primarily due to an increase in the number of hours worked by the ~~Company's~~Company’s engagement professionals and ~~a 9.1%~~an 8.2% increase in weighted average bill rates, adjusted for changes in the mix of revenues by functional specialization, currency and country.In the U.S., revenues in the ~~first~~second quarter of 2022 increased ~~33.4%~~22.7% on both an as reported basis and an as adjusted basis, compared to the first quarter of 2021. For the Company’s international operations, revenues for the first quarter of 2022 increased 18.5% on an as reported basis and increased 23.5% on an as adjusted basis, compared to the ~~first~~second quarter of 2021.For the Company’s international

operations, revenues for the second quarter of 2022 increased 7.0% on an as reported basis, and increased 16.6% on an as adjusted basis compared to the second quarter of 2021.

Permanent placement talent solutions revenues were ~~$187~~$200 million for the three months ended ~~March 31,~~June 30, 2022, increasing by ~~67.2%~~39.3% compared to revenues of ~~$112~~$144 million for the three months ended ~~March 31,~~June 30, 2021. Key drivers of permanent placement talent solutions revenues consist of the number of candidate placements and average fees earned per placement. On an as adjusted basis, permanent placement talent solutions revenues increased ~~68.8%~~42.6% for the ~~first~~second quarter of 2022, compared to the ~~first~~second quarter of 2021, driven ~~primarily~~ by an increase in ~~the~~ number of placements. In the U.S., revenues for the ~~first~~second quarter of 2022 increased ~~78.3%~~44.3% on both an as reported basis and on an as adjusted basis, compared to the ~~first~~second quarter of 2021. For the Company’s international operations, revenues for the ~~first~~second quarter of 2022 increased ~~44.7%~~28.0% on an as reported basis and ~~increased 50.0%~~39.0% on an as adjusted basis, compared to the ~~first~~second quarter of 2021. Historically, demand for permanent placement talent solutions is even more sensitive to economic and labor market conditions than demand for contract talent solutions and this is expected to continue.

Protiviti revenues were ~~$472~~$497 million for the three months ended ~~March 31,~~June 30, 2022, increasing by ~~18.9%~~8.4% compared to revenues of ~~$397~~$459 million for the three months ended ~~March 31,~~June 30, 2021. Key drivers of Protiviti revenues are the billable hours worked by consultants on client engagements and average hourly bill rates. On an as adjusted basis, Protiviti revenues increased ~~20.0%~~10.8% for the ~~first~~second quarter of 2022, compared to the ~~first~~second quarter of 2021, due primarilyto an increase in billable hours. In the U.S., revenues in the ~~first~~second quarter of 2022 increased ~~17.0%~~8.3% on both an as reported basis and on an as adjusted basis, compared to the ~~first~~second quarter of 2021. For the Company’s international operations, revenues infor the ~~first~~second quarter of 2022 increased ~~26.2%~~8.6% on an as reported basis and ~~increased 32.3%~~20.6% on an as adjusted basis, compared to the ~~first~~second quarter of 2021.

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 ~~March 31,~~June 30, 2022, is presented in the following table:
Global United States International
Contract talent solutions
As Reported 30.0 % 33.4 % 18.5 %
Billing Days Impact -0.2 % 0.0 % -0.4 %
Currency Impact 1.2 % ― 5.4 %
As Adjusted 31.0 % 33.4 % 23.5 %
Permanent placement talent solutions
As Reported 67.2 % 78.3 % 44.7 %
Billing Days Impact -0.3 % 0.0 % -0.5 %
Currency Impact 1.9 % ― 5.8 %
As Adjusted 68.8 % 78.3 % 50.0 %
Protiviti
As Reported 18.9 % 17.0 % 26.2 %
Billing Days Impact -0.2 % 0.0 % -0.5 %
Currency Impact 1.3 % ― 6.6 %
As Adjusted 20.0 % 17.0 % 32.3 %


	Global		United States		International
Contract talent solutions
As Reported	19.2	%	22.7	%	7.0	%
Billing Days Impact	0.0	%	0.0	%	0.2	%
Currency Impact	2.1	%	―		9.4	%
As Adjusted	21.3	%	22.7	%	16.6	%
Permanent placement talent solutions
As Reported	39.3	%	44.3	%	28.0	%
Billing Days Impact	0.0	%	0.0	%	0.2	%
Currency Impact	3.3	%	―		10.8	%
As Adjusted	42.6	%	44.3	%	39.0	%
Protiviti
As Reported	8.4	%	8.3	%	8.6	%
Billing Days Impact	0.0	%	0.0	%	0.2	%
Currency Impact	2.4	%	―		11.8	%
As Adjusted	10.8	%	8.3	%	20.6	%

Gross Margin. The Company’s gross margin dollars were ~~$772~~$816 million for the three months ended ~~March 31,~~June 30, 2022, increasing by ~~37.4%~~22.7% compared to ~~$562~~$665 million for the three months ended ~~March 31,~~June 30, 2021. Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars for contract talent solutions represent revenues less costs of services, which consist of payroll, payroll taxes and benefit costs for engagement professionals, and reimbursable expenses. The key drivers of gross margin are: i) pay-bill spreads, which represent the differential between wages paid to engagement professionals and amounts billed to clients; ii) fringe costs, which are primarily composed of payroll taxes and benefit costs; and iii) conversion revenues, which are earned when a contract talent solutions position converts to a permanent position with the Company’s client. Gross margin dollars for contract talent solutions were ~~$462~~$465 million for the three months ended ~~March 31,~~June 30, 2022, increasing ~~33.9%~~19.8% compared to ~~$345~~$388 million for the three months ended ~~March 31,~~June 30, 2021. As a percentage of revenues, gross margin for contract talent solutions was ~~40.0% for~~39.9% in the ~~three months ended March 31,~~second quarter of 2022, up from ~~38.8% for~~39.7% in the ~~three months ended March 31,~~second quarter of 2021. ~~This year-over-year improvement in gross margin percentage was attributable to expanding pay-bill spreads and higher conversion revenues.~~

Gross margin dollars for permanent placement talent solutions represent revenues less reimbursable expenses. Gross margin dollars for permanent placement talent solutions were ~~$186~~$200 million for the three months ended ~~March 31,~~June 30, 2022, increasing ~~67.2%~~39.2% from ~~$111~~$143 million for the three months ended ~~March 31,~~June 30, 2021. Because reimbursable expenses for permanent placement talent solutions are de minimis, gross margin dollars are substantially explained by revenues previously discussed.

Gross margin dollars for Protiviti represent revenues less costs of services, which consist primarily of professional staff payroll, payroll taxes and benefit costs and reimbursable expenses. The primary drivers of ~~Protiviti's~~Protiviti’s 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 ~~Protiviti's~~Protiviti’s staff. Gross margin dollars for Protiviti were ~~$124~~$151 million for the three months ended ~~March 31,~~June 30, 2022, increasing ~~17.3%~~13.3% compared to ~~$105~~$133 million for the three months ended ~~March 31,~~June 30, 2021. As a percentage of revenues, reported gross margin for Protiviti in the ~~first~~second quarter of 2022 was ~~26.2%~~30.4%, ~~down~~up from ~~26.5%~~29.1% in the ~~first~~second quarter of 2021. As a percentage of revenues, adjusted gross margin dollars for Protiviti were ~~25.3%~~28.1% in the ~~first~~second quarter of 2022, down from ~~26.9%~~30.0% in the ~~first~~second quarter of 2021. The year-over-year decrease in adjusted gross margin percentage was due primarily to ~~lower~~higher staff ~~utilization rates and a significant increase in~~resource costs including continued expansion of headcount.

Selling, General and Administrative Expenses. The Company’s selling, general and administrative expenses consist primarily of staff compensation, advertising, variable overhead, depreciation, and occupancy costs. The Company’s selling, general and administrative expenses were ~~$514~~$509 million for the three months ended ~~March 31,~~June 30, 2022, increasing ~~21.5%~~4.4% from ~~$423~~$488 million for the three months ended ~~March 31,~~June 30, 2021. As a percentage of revenues, the Company’s reported selling, general and administrative expenses were ~~28.3% for~~27.3% in the ~~first~~second quarter of 2022, down from ~~30.3%~~30.9% in the ~~first~~second quarter of 2021. As a percentage of revenues, the Company’s adjusted selling, general and administrative expenses were ~~29.8%~~30.3% in the ~~first~~second quarter of 2022, up from ~~29.5%~~29.4% in the ~~first~~second quarter of ~~2021, due primarily to the higher mix of permanent placement talent solutions revenues.~~2021. Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for contract talent solutions were ~~$305~~$284 million for the three months ended ~~March 31,~~June 30, 2022, ~~increasing 9.6%~~decreasing 9.8% from ~~$279~~$315 million for the three months ended ~~March 31,~~June 30, 2021. As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were ~~26.4%~~24.4% in the ~~first~~second quarter of 2022, down from ~~31.3%~~32.2% in the ~~first~~second quarter of 2021. As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 28.4% in the ~~first~~second quarter of 2022, down from ~~30.3%~~30.1% in the ~~first~~second quarter of 2021 due primarily to positive leverage from an increase in revenues.

Selling, general and administrative expenses for permanent placement talent solutions were ~~$146~~$156 million for the three months ended ~~March 31,~~June 30, 2022, increasing by ~~54.2%~~35.0% compared to ~~$95~~$115 million for the three months ended ~~March 31,~~June 30, 2021. As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were ~~78.3%~~77.9% in the ~~first~~second quarter of 2022, down from ~~84.9%~~80.4% in the ~~first~~second quarter of 2021. As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions was ~~79.8%~~81.4% in the ~~first~~second quarter of 2022, ~~down~~up from ~~83.9%~~78.6% in the ~~first~~second quarter of 2021 due primarily to ~~positive leverage from an increase in revenues.~~higher staff compensation costs.

Selling, general and administrative expenses for Protiviti were ~~$63~~$69 million for the three months ended ~~March 31,~~June 30, 2022, increasing by ~~26.1%~~20.7% compared to ~~$50~~$58 million for the three months ended ~~March 31,~~June 30, 2021. As a percentage of revenues, selling, general and administrative expenses for Protiviti were ~~13.3%~~14.0% in the ~~first~~second quarter of 2022, up from 12.5% in the ~~first~~second quarter of 2021 due primarily to an increase in variable overhead costs.

2423

A reconciliation of the non-GAAP adjusted summary of operations to the reported summary of operations, for the three months ended ~~March 31,~~June 30, 2022 and 2021 is presented in the following table (in thousands):


		Three Months Ended March 31,												Relationships									Three Months Ended June 30,												Relationships
		2022						2021						2022		2021		2022		2021			2022						2021						2022		2021		2022		2021
		Reported		Adjustments		Adjusted (1)		Reported		Adjustments		Adjusted (1)		Reported				Adjusted					Reported		Adjustments		Adjusted (1)		Reported		Adjustments		Adjusted (1)		Reported				Adjusted
SERVICE REVENUES:	SERVICE REVENUES:																					SERVICE REVENUES:
Finance and accounting	Finance and accounting	$	801,690	$	—	$	801,690	$	600,387	$	—	$	600,387	44.2	%	42.9	%	44.2	%	42.9	%	Finance and accounting	$	810,910	$	—	$	810,910	$	663,892	$	—	$	663,892	43.5	%	41.9	%	43.5	%	41.9	%
Administrative and customer support	Administrative and customer support	284,906		—		284,906		220,467		—��		220,467		15.7	%	15.8	%	15.7	%	15.8	%	Administrative and customer support	274,141		—		274,141		263,192		—		263,192		14.7	%	16.7	%	14.7	%	16.7	%
Technology	Technology	213,327		—		213,327		172,239		—		172,239		11.7	%	12.3	%	11.7	%	12.3	%	Technology	218,190		—		218,190		194,233		—		194,233		11.7	%	12.3	%	11.7	%	12.3	%
Elimination of intersegment revenues	Elimination of intersegment revenues	(144,200)		—		(144,200)		(103,818)		—		(103,818)		(7.9	%)	(7.4	%)	(7.9	%)	(7.4	%)	Elimination of intersegment revenues	(137,548)		—		(137,548)		(143,036)		—		(143,036)		(7.3	%)	(9.0	%)	(7.3	%)	(9.0	%)
Contract talent solutions	Contract talent solutions	1,155,723		—		1,155,723		889,275		—		889,275		63.7	%	63.6	%	63.7	%	63.6	%	Contract talent solutions	1,165,693		—		1,165,693		978,281		—		978,281		62.6	%	61.9	%	62.6	%	61.9	%
Permanent placement talent solutions	Permanent placement talent solutions	186,782		—		186,782		111,703		—		111,703		10.3	%	8.0	%	10.3	%	8.0	%	Permanent placement talent solutions	200,096		—		200,096		143,640		—		143,640		10.7	%	9.1	%	10.7	%	9.1	%
Protiviti	Protiviti	472,329		—		472,329		397,402		—		397,402		26.0	%	28.4	%	26.0	%	28.4	%	Protiviti	497,038		—		497,038		458,660		—		458,660		26.7	%	29.0	%	26.7	%	29.0	%
Total	Total	$	1,814,834	$	—	$	1,814,834	$	1,398,380	$	—	$	1,398,380	100.0	%	100.0	%	100.0	%	100.0	%	Total	$	1,862,827	$	—	$	1,862,827	$	1,580,581	$	—	$	1,580,581	100.0	%	100.0	%	100.0	%	100.0	%

GROSS MARGIN:	GROSS MARGIN:																					GROSS MARGIN:
Contract talent solutions	Contract talent solutions	$	461,861	$	—	$	461,861	$	344,931	$	—	$	344,931	40.0	%	38.8	%	40.0	%	38.8	%	Contract talent solutions	$	464,853	$	—	$	464,853	$	388,070	$	—	$	388,070	39.9	%	39.7	%	39.9	%	39.7	%
Permanent placement talent solutions	Permanent placement talent solutions	186,449		—		186,449		111,498		—		111,498		99.8	%	99.8	%	99.8	%	99.8	%	Permanent placement talent solutions	199,664		—		199,664		143,454		—		143,454		99.8	%	99.9	%	99.8	%	99.9	%
Protiviti	Protiviti	123,536		(3,846)		119,690		105,282		1,688		106,970		26.2	%	26.5	%	25.3	%	26.9	%	Protiviti	151,030		(11,413)		139,617		133,348		4,153		137,501		30.4	%	29.1	%	28.1	%	30.0	%
Total	Total	$	771,846	$	(3,846)	$	768,000	$	561,711	$	1,688	$	563,399	42.5	%	40.2	%	42.3	%	40.3	%	Total	$	815,547	$	(11,413)	$	804,134	$	664,872	$	4,153	$	669,025	43.8	%	42.1	%	43.2	%	42.3	%

SELLING GENERAL AND ADMINISTRATIVE EXPENSE:	SELLING GENERAL AND ADMINISTRATIVE EXPENSE:																					SELLING GENERAL AND ADMINISTRATIVE EXPENSE:
Contract talent solutions	Contract talent solutions	$	305,334	$	23,281	$	328,615	$	278,547	$	(9,151)	$	269,396	26.4	%	31.3	%	28.4	%	30.3	%	Contract talent solutions	$	284,090	$	47,196	$	331,286	$	315,114	$	(21,054)	$	294,060	24.4	%	32.2	%	28.4	%	30.1	%
Permanent placement talent solutions	Permanent placement talent solutions	146,247		2,874		149,121		94,867		(1,149)		93,718		78.3	%	84.9	%	79.8	%	83.9	%	Permanent placement talent solutions	155,900		7,013		162,913		115,458		(2,603)		112,855		77.9	%	80.4	%	81.4	%	78.6	%
Protiviti	Protiviti	62,613		—		62,613		49,648		—		49,648		13.3	%	12.5	%	13.3	%	12.5	%	Protiviti	69,404		—		69,404		57,521		—		57,521		14.0	%	12.5	%	14.0	%	12.5	%
Total	Total	$	514,194	$	26,155	$	540,349	$	423,062	$	(10,300)	$	412,762	28.3	%	30.3	%	29.8	%	29.5	%	Total	$	509,394	$	54,209	$	563,603	$	488,093	$	(23,657)	$	464,436	27.3	%	30.9	%	30.3	%	29.4	%

OPERATING/SEGMENT INCOME:	OPERATING/SEGMENT INCOME:																					OPERATING/SEGMENT INCOME:
Contract talent solutions	Contract talent solutions	$	156,527	$	(23,281)	$	133,246	$	66,384	$	9,151	$	75,535	13.5	%	7.5	%	11.5	%	8.5	%	Contract talent solutions	$	180,763	$	(47,196)	$	133,567	$	72,956	$	21,054	$	94,010	15.5	%	7.5	%	11.5	%	9.6	%
Permanent placement talent solutions	Permanent placement talent solutions	40,202		(2,874)		37,328		16,631		1,149		17,780		21.5	%	14.9	%	20.0	%	15.9	%	Permanent placement talent solutions	43,764		(7,013)		36,751		27,996		2,603		30,599		21.9	%	19.5	%	18.4	%	21.3	%
Protiviti	Protiviti	60,923		(3,846)		57,077		55,634		1,688		57,322		12.9	%	14.0	%	12.1	%	14.4	%	Protiviti	81,626		(11,413)		70,213		75,827		4,153		79,980		16.4	%	16.5	%	14.1	%	17.4	%
Total	Total	$	257,652	$	(30,001)	$	227,651	$	138,649	$	11,988	$	150,637	14.2	%	9.9	%	12.5	%	10.8	%	Total	$	306,153	$	(65,622)	$	240,531	$	176,779	$	27,810	$	204,589	16.4	%	11.2	%	12.9	%	12.9	%
(Income) loss from investments held in employee deferred compensation trusts	(Income) loss from investments held in employee deferred compensation trusts	30,001		(30,001)		—		(11,988)		11,988		—		1.7	%	(0.9	%)	—		—		(Income) loss from investments held in employee deferred compensation trusts	65,622		(65,622)		—		(27,810)		27,810		—		3.5	%	(1.7	%)	0.0	%	0.0	%
Amortization of intangible assets	Amortization of intangible assets	417		—		417		576		—		576		0.0	%	0.1	%	0.0	%	0.1	%	Amortization of intangible assets	416		—		416		576		—		576		0.0	%	0.0	%	0.0	%	0.0	%
Interest income, net		(166)				(166)		(45)		—		(45)		0.0	%	0.0	%	0.0	%	0.0	%
Interest (income) expense, net																						Interest (income) expense, net	(718)				(718)		151		—		151		0.0	%	0.0	%	0.0	%	0.0	%
Income before income taxes	Income before income taxes	$	227,400	$	—	$	227,400	$	150,106	$	—	$	150,106	12.5	%	10.7	%	12.5	%	10.7	%	Income before income taxes	$	240,833	$	—	$	240,833	$	203,862	$	—	$	203,862	12.9	%	12.9	%	12.9	%	12.9	%

(1) Changes in the Company’s deferred compensation obligations are included in selling, general and administrative expense or, in the case of Protiviti, costs of services, while the related investment (income) loss is presented separately. The non-GAAP financial measures shown in the table above are adjusted to reclassify investment (income) loss from investments held in employee deferred compensation trusts to the same line item, which includes the corresponding change in obligation. These adjustments have no impact to income before income taxes.

2524

(Income) Loss from Investments Held in Employee Deferred Compensation Trusts. Under the Company’s employee deferred compensation plans, employees direct the investment of their account balances, and the Company invests amounts held in the associated investment trusts consistent with these directions. As realized and unrealized investment gains and losses occur, the Company’s employee deferred compensation obligation to employees changes accordingly. Changes in the Company’s deferred compensation obligations noted above remain in selling, general and administrative, or in the case of Protiviti, costs of services. The value of the related investment trust assets also changes by the equal and offsetting amount, leaving no net costs to the Company. The Company’s (income) loss from investments held in employee deferred compensation trusts consists primarily of unrealized and realized gains and losses and dividend income from trust investments. The Company’s (income) loss from investments held in employee deferred compensation trusts was a loss of ~~$30~~$66 million and income of $28 million for the three months ended ~~March 31,~~June 30, 2022 ~~compared to income of $12 million for the three months ended March 31, 2021.~~and 2021, respectively. The loss from trust investments was due to negative market returns in the ~~first~~second quarter of 2022.

Income Before Income Taxes and Segment Income. The Company’s total income before income taxes was ~~$227~~$241 million, or ~~12.5%~~12.9% of revenues, for the three months ended ~~March 31,~~June 30, 2022, up from ~~$150~~$204 million or ~~10.7%~~12.9% of revenues, for the three months ended ~~March 31,~~June 30, 2021. Combined segment income was ~~$228~~$241 million, or ~~12.5%~~12.9% of revenues, for the three months ended ~~March 31,~~June 30, 2022, up from ~~$151~~$205 million, or ~~10.8%~~12.9% of revenues, for the three months ended ~~March 31,~~June 30, 2021.

The following table provides a reconciliation of the non-GAAP combined segment income to reported income before income taxes for the three months ended ~~March 31,~~June 30, 2022 and 2021 (in thousands):
Three Months Ended
March 31,
2022 2021
Income before income taxes $ 227,400 $ 150,106
Interest income, net (166) (45)
Amortization of intangible assets 417 576
Combined segment income $ 227,651 $ 150,637


	Three Months Ended June 30,
		2022		2021
Income before income taxes		$	240,833	$	203,862
Interest (income) expense, net		(718)		151
Amortization of intangible assets		416		576
Combined segment income		$	240,531	$	204,589

Contract talent solutions segment income was ~~$133~~$134 million, or 11.5% of applicable revenues, for the three months ended ~~March 31,~~June 30, 2022, up from ~~$76~~$94 million, or ~~8.5%~~9.6% of applicable revenues, for the three months ended ~~March 31,~~June 30, 2021. Permanent placement talent solutions segment income was $37 million, or ~~20.0%~~18.4% of applicable revenues, for the three months ended June 30, 2022, up from $31 million, or 21.3% of applicable revenues, for the three months ended June 30, 2021. Protiviti segment income was $70 million, or 14.1% of applicable revenues, for the three months ended June 30, 2022, down from $80 million, or 17.4% of applicable revenues, for the three months ended June 30, 2021.

Provision for income taxes. The provision for income taxes was 27.0% and 26.8% for the three months ended June 30, 2022 and 2021, respectively.

Six Months EndedJune 30, 2022 and 2021

Revenues. The Company’s revenues were $3.68 billion for the six months ended June 30, 2022, increasing by 23.5% compared to $2.98 billion for the six months ended June 30, 2021. Revenues from U.S. operations increased 25.6% to $2.88 billion (78.4% of total revenue) for the six months ended June 30, 2022, compared to $2.30 billion (77.1% of total revenue) for the six months ended June 30, 2021. Revenues from international operations increased 16.4% to $795 million (21.6% of total revenue) for the six months ended June 30, 2022, compared to $683 million (22.9% of total revenue) for the six months ended June 30, 2021.Contributing factors for each reportable segment are discussed below in further detail.

Contract talent solutions revenues were $2.32 billion for the six months ended June 30, 2022, increasing by 24.3% compared to revenues of $1.87 billion for the six months ended June 30, 2021. Key drivers of contract talent solutions revenues include average hourly bill rates and the number of hours worked by the Company’s engagement professionals on client engagements. On an as adjusted basis, contract talent solutions revenues in the first half of 2022 increased 25.9% compared to the first half of 2021, primarily due to an increase in the number of hours worked by the Company’s engagement professionals and an 8.7% increase in weighted average bill rates, adjusted for changes in the mix of revenues by functional specialization, currency and country. In the U.S., revenues in the first half of 2022 increased 27.8% on both an as reported basis and an as adjusted basis, compared to the first half of 2021. For the Company’s international operations, revenues for the first half of 2022 increased 12.5% on an as reported basis and increased 19.9% on an as adjusted basis, compared to the first half of 2021.

Permanent placement talent solutions revenues were $387 million for the six months ended June 30, 2022, increasing by 51.5% compared to revenues of $255 million for the six months ended June 30, 2021. Key drivers of permanent placement talent solutions revenues consist of the number of candidate placements and average fees earned per placement. On an as adjusted basis, permanent placement talent solutions revenues increased 54.1% for the first half of 2022, compared to the first half of 2021, driven primarily by an increase in the number of placements. In the U.S., revenues for the first half of 2022 increased 58.8% on both an as reported basis and an as adjusted basis, compared to the first half of 2021. For the Company’s international operations, revenues for the first half of 2022 increased 35.6% on an as reported basis, and increased 44.0% on an as adjusted basis, compared to the first half of 2021. Historically, demand for permanent placement talent solutions is even more sensitive to economic and labor market conditions than demand for contract talent solutions and this is expected to continue.

Protiviti revenues were $969 million for the six months ended June 30, 2022, increasing by 13.2% compared to revenues of $856 million for the six months ended June 30, 2021. Key drivers of Protiviti revenues are the billable hours worked by consultants on client engagements and average hourly bill rates. On an as adjusted basis, Protiviti revenues increased 15.1% for the first half of 2022, compared to the first half of 2021, due primarily to an increase in billable hours. In the U.S., revenues in the first half of 2022 increased 12.3% on both an as reported basis and an as adjusted basis, compared to the first half of 2021. For the Company’s international operations, revenues in the first half of 2022 increased 16.8% on an as reported basis, and increased 26.0% on an as adjusted basis, compared to the first half of 2021.

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, 2022, is presented in the following table:


	Global		United States		International
Contract talent solutions
As Reported	24.3	%	27.8	%	12.5	%
Billing Days Impact	-0.1	%	0.0	%	-0.1	%
Currency Impact	1.7	%	―		7.5	%
As Adjusted	25.9	%	27.8	%	19.9	%
Permanent placement talent solutions
As Reported	51.5	%	58.8	%	35.6	%
Billing Days Impact	-0.1	%	0.0	%	-0.1	%
Currency Impact	2.7	%	―		8.5	%
As Adjusted	54.1	%	58.8	%	44.0	%
Protiviti
As Reported	13.2	%	12.3	%	16.8	%
Billing Days Impact	-0.1	%	0.0	%	-0.1	%
Currency Impact	2.0	%	―		9.3	%
As Adjusted	15.1	%	12.3	%	26.0	%

Gross Margin. The Company’s gross margin dollars were $1.59 billion for the six months ended June 30, 2022, increasing by 29.4% compared to $1.23 billion for the six months ended June 30, 2021. Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars for contract talent solutions represent revenues less costs of services, which consist of payroll, payroll taxes and benefit costs for engagement professionals, and reimbursable expenses. The key drivers of gross margin are: i) pay-bill spreads, which represent the differential between wages paid to engagement professionals and amounts billed to clients; ii) fringe costs, which are primarily composed of payroll taxes and benefit costs; and iii) conversion revenues, which are earned when a contract talent solutions position converts to a permanent position with the Company’s client. Gross margin dollars for contract talent solutions were $927 million for the six months ended June 30, 2022, increasing 26.4% compared to $733 million for the six months ended June 30, 2021. As a percentage of revenues, gross margin for contract talent solutions was 39.9% for the six months ended June 30, 2022, up from 39.2% for the six months ended June 30, 2021. This year-over-year improvement in gross margin percentage was attributable to expanding pay-bill spreads and higher conversion revenues.

Gross margin dollars for permanent placement talent solutions represent revenues less reimbursable expenses. Gross margin dollars for permanent placement talent solutions were $386 million for the six months ended June 30, 2022, increasing 51.4% from $255 million for the six months ended June 30, 2021. Because reimbursable expenses for permanent placement talent solutions are de minimis, gross margin dollars are substantially explained by revenues previously discussed.

Gross margin dollars for Protiviti represent revenues less costs of services, which consist primarily of professional staff payroll, payroll taxes, benefit costs and reimbursable expenses. The primary drivers of Protiviti’s gross margin are: i) the relative composition 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 Protiviti’s staff. Gross margin dollars for Protiviti were $275 million for the six months ended June 30, 2022, increasing 15.1% compared to $239 million for the six months ended June 30, 2021. As a percentage of revenues, reported gross margin for Protiviti in the first half of 2022 was 28.3%, up from 27.9% in the first half of 2021. As a percentage of revenues, adjusted gross margin dollars for Protiviti were 26.8% the first half of 2022, down from 28.6% in the first half of 2021. The year-over-year decrease in adjusted gross margin percentage was due to lower staff utilization rates and a significant increase in headcount.

Selling, General and Administrative Expenses. The Company’s selling, general and administrative expenses consist primarily of staff compensation, advertising, variable overhead, depreciation, and occupancy costs. The Company’s selling, general and administrative expenses were $1.02 billion for the six months ended June 30, 2022, increasing 12.3% from $911 million for the six months ended June 30, 2021. As a percentage of revenues, the Company’s reported selling, general and administrative expenses were 27.8% for the first half of 2022, down from 30.6% the first half of 2021. As a percentage of revenues, the Company’s adjusted selling, general and administrative expenses were 30.0% in the first half of 2022, up from 29.4% in the first half of 2021, due primarily to the higher mix of permanent placement talent solutions revenues. Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for contract talent solutions were $589 million for the six months ended June 30, 2022, decreasing 0.7% from $594 million for the six months ended June 30, 2021. As a percentage of revenues, reported selling, general and administrative expenses for contract talent solutions were 25.4% in the first half of 2022, down from 31.8% in the first half of 2021. As a percentage of revenues, adjusted selling, general and administrative expenses for contract talent solutions were 28.4% in the first half of 2022, down from 30.2% in the first half of 2021, due primarily to positive leverage from an increase in revenues.

Selling, general and administrative expenses for permanent placement talent solutions were $302 million for the six months ended June 30, 2022, increasing by 43.6% compared to $210 million for the six months ended June 30, 2021. As a percentage of revenues, reported selling, general and administrative expenses for permanent placement talent solutions were 78.1% in the first half of 2022, down from 82.4% in the first half of 2021. As a percentage of revenues, adjusted selling, general and administrative expenses for permanent placement talent solutions was 80.7% in the first half of 2022, down from 81.0% in the first half of 2021.

Selling, general and administrative expenses for Protiviti were $132 million for the six months ended June 30, 2022, increasing by 23.2% compared to $107 million for the six months ended June 30, 2021. As a percentage of revenues, selling, general and administrative expenses for Protiviti were 13.6% in the first half of 2022, up from 12.5% in the first half of 2021, due primarily to an increase in variable overhead costs.

A reconciliation of the non-GAAP adjusted summary of operations to the reported summary of operations, for the six months ended June 30, 2022 and 2021 is presented in the following table (in thousands):


	Six Months Ended June 30,												Relationships
	2022						2021						2022		2021		2022		2021
	Reported		Adjustments		Adjusted (1)		Reported		Adjustments		Adjusted (1)		Reported				Adjusted
SERVICE REVENUES:
Finance and accounting	$	1,612,600	$	—	$	1,612,600	$	1,264,326	$	—	$	1,264,326	43.9	%	42.5	%	43.9	%	42.5	%
Administrative and customer support	559,047		—		559,047		483,665		—		483,665		15.2	%	16.2	%	15.2	%	16.2	%
Technology	431,517		—		431,517		366,406		—		366,406		11.7	%	12.3	%	11.7	%	12.3	%
Elimination of intersegment revenues	(281,748)		—		(281,748)		(246,840)		—		(246,840)		(7.7	%)	(8.3	%)	(7.7	%)	(8.3	%)
Contract talent solutions	2,321,416		—		2,321,416		1,867,557		—		1,867,557		63.1	%	62.7	%	63.1	%	62.7	%
Permanent placement talent solutions	386,878		—		386,878		255,344		—		255,344		10.5	%	8.6	%	10.5	%	8.6	%
Protiviti	969,367		—		969,367		856,060		—		856,060		26.4	%	28.7	%	26.4	%	28.7	%
Total	$	3,677,661	$	—	$	3,677,661	$	2,978,961	$	—	$	2,978,961	100.0	%	100.0	%	100.0	%	100.0	%

GROSS MARGIN:
Contract talent solutions	$	926,714	$	—	$	926,714	$	733,003	$	—	$	733,003	39.9	%	39.2	%	39.9	%	39.2	%
Permanent placement talent solutions	386,113		—		386,113		254,951		—		254,951		99.8	%	99.8	%	99.8	%	99.8	%
Protiviti	274,566		(15,259)		259,307		238,629		5,842		244,471		28.3	%	27.9	%	26.8	%	28.6	%
Total	$	1,587,393	$	(15,259)	$	1,572,134	$	1,226,583	$	5,842	$	1,232,425	43.2	%	41.2	%	42.7	%	41.4	%

SELLING GENERAL AND ADMINISTRATIVE EXPENSE:
Contract talent solutions	$	589,424	$	70,477	$	659,901	$	593,627	$	(30,312)	$	563,315	25.4	%	31.8	%	28.4	%	30.2	%
Permanent placement talent solutions	302,147		9,887		312,034		210,360		(3,643)		206,717		78.1	%	82.4	%	80.7	%	81.0	%
Protiviti	132,017		—		132,017		107,168		—		107,168		13.6	%	12.5	%	13.6	%	12.5	%
Total	$	1,023,588	$	80,364	$	1,103,952	$	911,155	$	(33,955)	$	877,200	27.8	%	30.6	%	30.0	%	29.4	%

OPERATING/SEGMENT INCOME:
Contract talent solutions	$	337,290	$	(70,477)	$	266,813	$	139,376	$	30,312	$	169,688	14.5	%	7.5	%	11.5	%	9.1	%
Permanent placement talent solutions	83,966		(9,887)		74,079		44,591		3,643		48,234		21.7	%	17.5	%	19.1	%	18.9	%
Protiviti	142,549		(15,259)		127,290		131,461		5,842		137,303		14.7	%	15.4	%	13.1	%	16.0	%
Total	$	563,805	$	(95,623)	$	468,182	$	315,428	$	39,797	$	355,225	15.3	%	10.6	%	12.7	%	11.9	%
(Income) loss from investments held in employee deferred compensation trusts	95,623		(95,623)		—		(39,797)		39,797		—		2.6	%	(1.3	%)	—		—
Amortization of intangible assets	833		—		833		1,152		—		1,152		0.0	%	0.0	%	0.0	%	0.0	%
Interest (income) expense, net	(884)				(884)		105		—		105		0.0	%	0.0	%	0.0	%	0.0	%
Income before income taxes	$	468,233	$	—	$	468,233	$	353,968	$	—	$	353,968	12.7	%	11.9	%	12.7	%	11.9	%

(Income) Loss from Investments Held in Employee Deferred Compensation Trusts. Under the Company’s employee deferred compensation plans, employees direct the investment of their account balances, and the Company invests amounts held in the associated investment trusts consistent with these directions. As realized and unrealized investment gains and losses occur, the Company’s employee deferred compensation obligation to employees changes accordingly. Changes in the Company’s deferred compensation obligations noted above remain in selling, general and administrative, or in the case of Protiviti, costs of services. The value of the related investment trust assets also changes by the equal and offsetting amount, leaving no net costs to the Company. The Company’s (income) loss from investments held in employee deferred compensation trusts consists primarily of unrealized and realized gains and losses and dividend income from trust investments. The Company’s (income) loss from investments held in employee deferred compensation trusts was a loss of $96 million for the six months ended June 30, 2022, compared to income of $40 million for the six months ended June 30, 2021. The loss from trust investments was due to negative market returns in the first half of 2022.

Income Before Income Taxes and Segment Income. The Company’s total income before income taxes was $468 million, or 12.7% of revenues, for the six months ended June 30, 2022, up from $354 million or 11.9% of revenues, for the six months ended June 30, 2021. Combined segment income was $468 million, or 12.7% of revenues, for the six months ended June 30, 2022, up from $355 million, or 11.9% of revenues, for the six months ended June 30, 2021.

The following table provides a reconciliation of the non-GAAP combined segment income to reported income before income taxes for the six months ended June 30, 2022 and 2021 (in thousands):


	Six Months Ended June 30,
		2022		2021
Income before income taxes		$	468,233	$	353,968
Interest (income) expense, net		(884)		105
Amortization of intangible assets		833		1,152
Combined segment income		$	468,182	$	355,225

Contract talent solutions segment income was $267 million, or 11.5% of applicable revenues for the six months ended June 30, 2022, up from $170 million, or 9.1% of applicable revenues for the six months ended June 30, 2021. Permanent placement talent solutions segment income was $74 million, or 19.1% of applicable revenues in the first ~~quarter~~half of 2022, up from ~~$18~~$48 million, or ~~15.9%~~18.9% of applicable revenues, in the first ~~quarter~~half of 2021. Protiviti segment income was ~~$57~~$127 million, or ~~12.1%~~13.1% of applicable revenues in the first ~~quarter~~half of 2022, compared to segment income of ~~$57~~$137 million, or ~~14.4%~~16.0% of applicable revenues, in the first ~~quarter~~half of 2021.

Provision for income taxes. The provision for income taxes was ~~26.0%~~26.5% and ~~26.3%~~26.6% for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively.

Liquidity and Capital Resources

The change in the Company’s liquidity during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, is primarily the net effect of funds generated by operations and the funds used for capital expenditures, investment in employee deferred compensation trusts, net of redemptions from employee deferred compensation trusts, repurchases of common stock, and payment of dividends.

Cash and cash equivalents were ~~$550~~$591 million and ~~$498~~$543 million at ~~March 31,~~June 30, 2022 and 2021, respectively. Operating activities provided cash flows of ~~$69~~$302 million during the ~~three~~six months ended ~~March 31,~~June 30, 2022, offset by ~~$27~~$55 million and ~~$110~~$257 million of net cash used in investing activities and financing activities, respectively. Operating activities provided cash flows of ~~$68~~$233 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021, offset by ~~$15~~$31 million and ~~$124~~$232 million of net cash used in investing activities and financing activities, respectively.

Operating activities—Net cash provided by operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022, was composed of net income of ~~$168~~$344 million adjusted upward for non-cash items of ~~$72~~$176 million, offset by net cash used in changes in working capital of ~~$171~~$218 million. Net cash provided by operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021, was composed of net income of ~~$111~~$260 million adjusted upward for non-cash items of ~~$33~~$32 million, offset by net cash used in changes in working capital of ~~$76~~$59 million.

Investing activities—Cash used in investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022, was ~~$27~~$55 million. This was composed of capital expenditures of ~~$15~~$35 million and investments in employee deferred compensation trusts of ~~$34~~$45 million,

partially offset by proceeds from employee deferred compensation trusts redemptions of $25 million. Cash used in investing activities for the six months ended June 30, 2021, was $31 million. This was composed of capital expenditures of $16 million and investments in employee deferred compensation trusts of $42 million, partially offset by proceeds from employee deferred compensation trusts redemptions of $22 million. Cash used in investing activities for the three months ended March 31, 2021 was $15 million. This was composed of capital expenditures of $10 million and investments in employee deferred compensation trusts of $28 million, partially offset by proceeds from employee deferred compensation trusts redemptions of $23$27 million.

Capital expenditures, including ~~$9.5~~$20 million for cloud computing arrangements, for the ~~three~~six months ended ~~March 31,~~June 30, 2022, totaled ~~$24.5~~$55 million, approximately ~~81%~~82.5% of which represented investments in software initiatives and technology infrastructure, both of which are important to the Company’s sustainability and future growth opportunities. Capital expenditures for cloud computing arrangements are included in cash flows from operating activities on the Company’s Condensed Consolidated Statements of Cash Flows. Capital expenditures included amounts spent on tenant improvements and furniture and equipment in the Company’s leased offices. The Company currently expects that 2022 capital expenditures will range from $95 million to $105 million, of which $75 million to $85 million relates to software initiatives and technology infrastructure, including capitalized costs related to implementation of cloud computing arrangements.

Financing activities—Cash used in financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022, was ~~$110~~$257 million. This included repurchases of ~~$62~~$161 million in common stock and ~~$48~~$96 million in dividends paid to stockholders. Cash used in financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021, was ~~$124~~$232 million. This included repurchases of ~~$80~~$146 million in common stock and ~~$44~~$86 million in dividends paid to stockholders.

As of ~~March 31,~~June 30, 2022, the Company is authorized to repurchase, from time to time, up to ~~6.7~~5.8 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions. During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the Company repurchased ~~0.5~~1.4 million shares, at a cost of ~~$55~~$133 million, and ~~0.8~~1.5 million shares, at a cost of ~~$61~~$124 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 ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, such repurchases totaled ~~0.1~~0.3 million shares, at a cost of $7$33 million, and 0.3 million shares, at a cost of $19 million, respectively. Repurchases of shares have been funded with cash generated from operations.

The Company’s working capital at ~~March 31,~~June 30, 2022, included ~~$550~~$591 million in cash and cash equivalents and ~~$1.07~~$1.09 billion in accounts receivable, both of which will be a significant source of ongoing liquidity and financial resilience. The Company expects that internally generated cash will be sufficient to support the working capital needs of the Company, the Company’s fixed payments, dividends, and other obligations on both a short-term and long-term basis.

There is limited visibility into future cash flows as the Company’s revenues are dependent on macroeconomic conditions. The Company’s variable direct costs related to its contract talent solutions business will largely fluctuate in relation to its revenues.

In May 2021, the Company entered into an amendment to extend the maturity of its $100 million unsecured revolving credit facility (the “Credit Agreement”) to May 2024. Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the LIBOR, or an alternative base rate, plus an applicable margin. The Credit Agreement is subject to certain financial covenants and the Company was in compliance with these covenants as of ~~March 31,~~June 30, 2022. There were no borrowings under the Credit Agreement as of ~~March 31,~~June 30, 2022.

On ~~May 3,~~August 2, 2022, the Company announced a quarterly dividend of ~~$.43~~$0.43 per share to be paid to all shareholders of record as of ~~May~~August 25, 2022. The dividend will be paid on ~~June~~September 15, 2022.

Material Cash Requirements from Contractual Obligations

Leases. As of ~~March 31,~~June 30, 2022, the Company reported current and long-term operating lease liabilities of ~~$86.3~~$84 million and ~~$176.4~~$166 million, respectively. These balances consist of the minimum rental commitments for ~~April~~July 2022 and thereafter, discounted to reflect the Company’s cost of borrowing, under ~~noncancelable~~noncancellable lease contracts executed as of ~~March 31,~~June 30, 2022.

The majority of these leases are for real estate. In the event the Company vacates a location prior to the end of the lease term, the Company may be obliged to continue making lease payments. For further information, see Note F— “Leases” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report.

Purchase Obligations. Purchase obligations are discussed in more detail in Item 7. ~~Management’s~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations” in the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. There have been no material changes to the ~~Company's~~Company’s contractual purchase obligations during the first ~~quarter~~half of 2022.

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Employee Deferred Compensation Plan. As of ~~March 31,~~June 30, 2022, the Company reported deferred compensation plan obligations of ~~$495.3~~$440 million in its accompanying Condensed Consolidated Statements of Financial Position. The balances are due to employees based upon elections they make at the time of deferring their funds. The timing of these payments may change based upon factors including termination of the Company’s employment arrangement with a participant. Assets of these plans are held by an independent trustee for the sole benefit of participating employees and consist of money market funds and mutual funds. For further information, see Note I—“Employee Deferred Compensation Plan Obligations” to the Company’s Condensed Consolidated Financial Statements included under Part I—Item 1 of this report.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company continues to monitor the global economic uncertainty as a result the COVID-19 pandemic to assess the impact on its results of operations, financial condition, and liquidity. Actual results and outcomes may differ from management’s estimates and assumptions.

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 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 ~~three~~six months ended ~~March 31,~~June 30, 2022, approximately ~~22.0%~~21.6% Company’s revenues were generated outside of the ~~United States.~~U.S.. 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, Australian dollar and Brazilian real, 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 ~~three~~six months of 2022, the U.S. dollar fluctuated, and generally strengthened, against the primary currencies in which the Company conducts business, compared to one year ago. Currency exchange rates had the effect of decreasing reported service revenues by ~~$18.5~~$55 million, or ~~1.3%~~1.9%, in the first ~~quarter~~half of 2022 compared to the same period one year ago. The general strengthening of the U.S. dollar also affected the reported level of expenses incurred in the Company’s ~~foreign~~international operations. Because substantially all the Company’s ~~foreign~~international operations generated revenues and incurred expenses within the same country and currency, the effect of lower reported revenues is largely offset by the decrease in reported operating expenses. Reported net income was $1$3 million, or ~~0.9%~~1.1%, lower in the first ~~quarter~~half of 2022 compared to the same period one year ago due to the effect of currency exchange rates. If currency exchange rates were to remain at ~~March 31,~~June 30, 2022 levels throughout the remainder of 2022, the currency impact on the Company’s full-year reported revenues and operating expenses would be ~~nearly flat compared to full year 2021~~consistent with the first half of 2022 results. Should current trends continue, the impact to reported net income would be immaterial.

For the one month ended ~~April 30,~~July 31, 2022, the U.S. dollar has ~~strengthened~~weakened against the ~~Euro,~~ Canadian Dollar, British Pound, Australian Dollar, and the Brazilian Real, and strengthened against the Euro, since ~~March 31,~~June 30, 2022. If currency exchange rates were to remain at ~~April~~July 2022 levels throughout 2022, the currency impact on the Company’s full-year reported revenues would be unfavorable, offset by a favorable impact on operating expenses. These results will likely have an immaterial impact on reported net income.

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, consisting of dividends from the Company’s foreign subsidiaries, and transfers to and from the U.S. related to intercompany working capital requirements.

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ITEM 4. Controls and Procedures

Management, including the Company’s President and Chief Executive Officer and the Executive Vice President 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 President and Chief Executive Officer and the Executive Vice President 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. In accordance with this review, no material changes to controls and procedures were made in the quarter ended June 30, 2022.

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PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

There have been no material developments with regard to any of the legal proceedings previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2021.

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, 2021.

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 (c)
January 1, 2022 to January 31, 2022 — $ — — 7,151,693
February 1, 2022 to February 28, 2022 210,020 (a) $ 119.16 149,307 7,002,386
March 1, 2022 to March 31, 2022 327,207 (b) $ 114.04 326,111 6,676,275
Total January 1, 2022 to March 31, 2022 537,227 475,418


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans (c)
April 1, 2022 to April 30, 2022	308,566	(a)	$	106.44	75,165	6,601,110
May 1, 2022 to May 31, 2022	360,576		$	93.14	360,576	6,240,534
June 1, 2022 to June 30, 2022	475,208	(b)	$	79.00	475,000	5,765,534
Total April 1, 2022 to June 30, 2022	1,144,350				910,741

(a)Includes ~~60,713~~233,401 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes.

(b)Includes ~~1,096~~208 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes.

(c)Commencing in October 1997, the ~~Company's~~Company’s Board of Directors has, at various times, authorized the repurchase, from time to time, of the ~~Company's~~Company’s common stock on the open market or in privately negotiated transactions depending on market conditions. Since plan inception, a total of 128,000,000 shares have been authorized for repurchase, of which ~~121,323,725~~122,234,466 shares have been repurchased as of ~~March 31,~~June 30, 2022.

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 Current Report on Form 8-K dated February 12, 2020.



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

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

32.1			Section 1350 Certification of Chief Executive Officer.

32.2			Section 1350 Certification of Chief Financial Officer.

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

104			Cover page of this Form 10-Q formatted in Inline XBRL and contained in Exhibit 101.

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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/ Michael C. Buckley
			Michael C. Buckley Executive Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory)

Date: ~~May 4,~~August 3, 2022

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