SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark One)



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

FOR THE QUARTERLY PERIOD ENDED ~~MARCH 31,~~SEPTEMBER 30, 2017



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

FOR THE TRANSITION PERIOD FROM to .

Commission File Number 1-10427

ROBERT HALF INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)



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

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

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

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

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

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



Large accelerated filer	x		Accelerated filer	¨

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

Smaller reporting company	¨		Emerging growth company	¨

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

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

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

~~127,179,472~~125,349,795 shares of $.001 par value Common Stock

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

(in thousands, except share amounts)



	~~March 31,~~ September 30, 2017		December 31, 2016


ASSETS
Cash and cash equivalents	$	260,143		$	260,201		$	348,336	$	260,201
Accounts receivable, less allowances of $32,047 and $33,133	700,419			703,228
Accounts receivable, less allowances of $33,674 and $33,133							737,901		703,228
Other current assets	335,360			320,805			351,086		320,805
Total current assets	1,295,922			1,284,234			1,437,323		1,284,234
Goodwill	209,925			209,793			210,880		209,793
Other intangible assets, net	3,370			3,671			5,882		3,671
Property and equipment, net	157,782			161,509			146,607		161,509
Noncurrent deferred income taxes	108,211			118,764
Deferred income taxes							132,160		118,764
Total assets	$	1,775,210		$	1,777,971		$	1,932,852	$	1,777,971
LIABILITIES
Accounts payable and accrued expenses	$	117,308		$	135,540		$	132,343	$	135,540
Accrued payroll and benefit costs	546,900			539,048			621,920		539,048
Income taxes payable	18,221			5,141			23,906		5,141
Current portion of notes payable and other indebtedness	171			167			179		167
Total current liabilities	682,600			679,896			778,348		679,896
Notes payable and other indebtedness, less current portion	795			840			704		840
Other liabilities	10,872			10,636			13,982		10,636
Total liabilities	694,267			691,372			793,034		691,372
Commitments and Contingencies (Note F)
STOCKHOLDERS’ EQUITY
Preferred stock, $.001 par value authorized 5,000,000 shares; issued and outstanding zero shares	—			—			—		—
Common stock, $.001 par value authorized 260,000,000 shares; issued and outstanding 127,179,468 shares and 127,796,558 shares	127			128
Common stock, $.001 par value authorized 260,000,000 shares; issued and outstanding 125,346,963 shares and 127,796,558 shares							125		128
Capital surplus	1,032,267			1,022,411			1,053,573		1,022,411
Accumulated other comprehensive loss	(15,638		)	(20,502		)	1,704		(20,502		)
Retained earnings	64,187			84,562			84,416		84,562
Total stockholders’ equity	1,080,943			1,086,599			1,139,818		1,086,599
Total liabilities and stockholders’ equity	$	1,775,210		$	1,777,971		$	1,932,852	$	1,777,971

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2017			2016

Net service revenues	$	1,287,370		$	1,302,625		$	1,324,709		$	1,338,541		$	3,920,507		$	3,985,326
Direct costs of services, consisting of payroll, payroll taxes, benefit costs and reimbursable expenses	761,542			770,653			778,309			786,032			2,309,841			2,343,852
Gross margin	525,828			531,972			546,400			552,509			1,610,666			1,641,474
Selling, general and administrative expenses	400,249			398,074			414,179			406,142			1,222,149			1,211,712
Amortization of intangible assets	301			288			481			326			1,147			928
Interest income, net	(223		)	(181		)	(530		)	(283		)	(1,108		)	(695		)
Income before income taxes	125,501			133,791			132,270			146,324			388,478			429,529
Provision for income taxes	46,980			50,375			47,570			55,755			144,941			163,928
Net income	$	78,521		$	83,416		$	84,700		$	90,569		$	243,537		$	265,601

Net income per share:
Basic	$	.63		$	.65		$	.69		$	.71		$	1.96		$	2.07
Diluted	$	.62		$	.64		$	.68		$	.71		$	1.94		$	2.06

Shares:
Basic	125,537			129,281			123,569			127,615			124,567			128,491
Diluted	126,418			130,137			124,200			128,191			125,233			129,216
Cash dividends declared per share	$	.24		$	.22		$	.24		$	.22		$	.72		$	.66

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)


	Three Months Ended March 31,				Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016		2017		2016			2017		2016
COMPREHENSIVE INCOME:
Net income	$	78,521	$	83,416	$	84,700	$	90,569		$	243,537	$	265,601
Foreign currency translation adjustments, net of tax	4,864		7,986		7,210		(738		)	22,206		3,055
Total comprehensive income	$	83,385	$	91,402	$	91,910	$	89,831		$	265,743	$	268,656

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per share amounts)


	Three Months Ended March 31,						Nine Months Ended September 30,
	2017			2016			2017			2016
COMMON STOCK—SHARES:
Balance at beginning of period	127,797			131,156			127,797			131,156
Net issuances of restricted stock	807			901			818			924
Repurchases of common stock	(1,425		)	(741		)	(3,268		)	(3,201		)
Exercises of stock options	—			2			—			7
Balance at end of period	127,179			131,318			125,347			128,886
COMMON STOCK—PAR VALUE:
Balance at beginning of period	$	128		$	131		$	128		$	131
Net issuances of restricted stock	1			1			1			1
Repurchases of common stock	(2		)	(1		)	(4		)	(3		)
Balance at end of period	$	127		$	131		$	125		$	129
CAPITAL SURPLUS:
Balance at beginning of period	$	1,022,411		$	979,477		$	1,022,411		$	979,477
Net issuances of restricted stock at par value	(1		)	(1		)	(1		)	(1		)
Stock-based compensation expense	9,857			10,348			31,163			32,803
Exercises of stock options—excess over par value	—			60			—			223
Tax impact of equity incentive plans	—			(459		)	—			(795		)
Balance at end of period	$	1,032,267		$	989,425		$	1,053,573		$	1,011,707
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME:
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance at beginning of period	$	(20,502	)	$	(10,294	)	$	(20,502	)	$	(10,294	)
Foreign currency translation adjustments, net of tax	4,864			7,986			22,206			3,055
Balance at end of period	$	(15,638	)	$	(2,308	)	$	1,704		$	(7,239	)
RETAINED EARNINGS:
Balance at beginning of period	$	84,562		$	34,467		$	84,562		$	34,467
Net income	78,521			83,416			243,537			265,601
Repurchases of common stock—excess over par value	(68,295		)	(31,366		)	(152,650		)	(123,607		)
Cash dividends ($.24 per share and $.22 per share)	(30,601		)	(28,812		)
Cash dividends ($.72 per share and $.66 per share)							(91,033		)	(86,128		)
Balance at end of period	$	64,187		$	57,705		$	84,416		$	90,333

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Three Months Ended March 31,						Nine Months Ended September 30,
	2017			2016			2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	78,521		$	83,416		$	243,537		$	265,601
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	301			288			1,147			928
Depreciation expense	15,899			15,123			47,916			46,771
Stock-based compensation expense—restricted stock and stock units	9,857			10,348			31,163			32,803
Excess tax benefits from stock-based compensation	—			(395		)	—			(812		)
Deferred income taxes	10,556			(835		)	(13,309		)	(8,537		)
Provision for doubtful accounts	1,697			1,226			5,327			3,323
Changes in assets and liabilities:
Decrease (increase) in accounts receivable	4,296			(25,379		)
Decrease in accounts payable, accrued expenses, accrued payroll and benefit costs	(7,498		)	(35,101		)
Increase in accounts receivable							(21,810		)	(39,723		)
Increase in accounts payable, accrued expenses, accrued payroll and benefit costs							65,745			58,801
Increase in income taxes payable	27,860			42,278			32,320			12,498
Change in other assets, net of change in other liabilities	(17,989		)	(12,483		)	(3,573		)	(11,233		)
Net cash flows provided by operating activities	123,500			78,486			388,463			360,420
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for acquisitions, net of cash acquired							(1,699		)	(1,900		)
Capital expenditures	(10,335		)	(18,810		)	(28,540		)	(63,280		)
Payments to trusts for employee deferred compensation plans	(4,939		)	(5,357		)	(23,837		)	(17,835		)
Net cash flows used in investing activities	(15,274		)	(24,167		)	(54,076		)	(83,015		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchases of common stock	(80,687		)	(40,182		)	(167,342		)	(126,326		)
Cash dividends paid	(30,597		)	(28,748		)	(91,078		)	(85,962		)
Payments for notes payable and other indebtedness	(41		)	(38		)	(124		)	(114		)
Excess tax benefits from stock-based compensation	—			395			—			812
Proceeds from exercises of stock options	—			60			—			223
Net cash flows used in financing activities	(111,325		)	(68,513		)	(258,544		)	(211,367		)
Effect of exchange rate changes on cash and cash equivalents	3,041			3,736			12,292			1,836
Net decrease in cash and cash equivalents	(58		)	(10,458		)
Net increase in cash and cash equivalents							88,135			67,874
Cash and cash equivalents at beginning of period	260,201			224,577			260,201			224,577
Cash and cash equivalents at end of period	$	260,143		$	214,119		$	348,336		$	292,451

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Non-cash items:
Stock repurchases awaiting settlement	$	2,298		$	3,120		$	—		$	9,219

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~March 31,~~September 30, 2017

Note A—Summary of Significant Accounting Policies

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

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

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

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

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

Three Months Ended
March 31,
2017 2016
Advertising costs $ 11,471 $ 11,261



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Advertising costs	$	12,051	$	12,572	$	35,747	$	35,916

~~ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES~~

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

~~March 31, 2017~~

Note B— New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

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

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

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

September 30, 2017

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

Recently Issued Accounting Pronouncements Not Yet Adopted

Revenue from Contracts with Customers. In May 2014, the FASB issued authoritative guidance that provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The new guidance requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The amended guidance also requires additional quantitative and qualitative disclosures. In March 2016, amended guidance was issued to clarify implementation guidance on principal versus agent consideration. In April 2016, an amendment provided clarifications on determining whether a promised license provides a customer with a right to use or a right to access an entity’s intellectual property. In May 2016, an amendment provided narrow scope improvements and practical expedients to reduce the potential diversity, cost and complexity of applying new revenue standard. These amendments, as well as the original guidance, are all effective for annual and interim periods beginning after December 15, 2017. The new standard will be effective for the Company beginning January 1, 2018 and the Company intends to implement the standard with the modified retrospective approach, which recognizes the cumulative effect of application recognized on that date. The ~~Company is in the process of evaluating the impact of~~ adoption of this guidance is not expected to have a material impact on ~~its~~the Company's financial ~~statements. Based on our progress to date,~~statements, and the Company does not anticipate ~~any~~ significant changes to systems, processes, or ~~controls, and no one area will be significantly impacted upon adoption.~~controls.

Lease Accounting. In February 2016, the FASB issued authoritative guidance which changes financial reporting as it relates to leasing transactions. Under the new guidance, lessees will be required to recognize a lease liability, measured on a discounted basis; and a right-of-use asset, for the lease term. The new guidance is effective for annual and interim periods beginning after December 15, 2018. Early application is permitted for all entities upon issuance. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. ~~The~~While the impact of the adoption of this guidance will include the recognition of right-of-use assets and lease liabilities on the Company's statement of financial position, the Company is in the process of evaluating the impact of adoption of this guidance on its ~~financial statements.~~systems, processes, and controls.

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

~~ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES~~

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

~~March 31, 2017~~

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

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

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

September 30, 2017

Stock Compensation. In May 2017, the FASB issued authoritative guidance updating which changes in the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the amended guidance, entities are required to account for the effects of a modification if the fair value, vesting conditions or classification (as an equity instrument or a liability instrument) of the modified award change from that of the original award immediately before the modification. The new guidance is effective for the Company in interim or annual periods beginning after December 15, 2017. The Company believes the adoption of this guidance will not have a material impact on its financial statements.

Note C—Other Current Assets

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


	March 31, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Deposits in trusts for employee deferred compensation plans		$	252,446		$	236,371		$	277,752		$	236,371
Other		82,914			84,434			73,334			84,434
Other current assets		$	335,360		$	320,805		$	351,086		$	320,805

Note D—Property and Equipment, Net

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


	March 31, 2017				December 31, 2016				September 30, 2017				December 31, 2016
Computer hardware		$	172,880			$	170,746			$	172,231			$	170,746
Computer software		378,076				374,490				375,447				374,490
Furniture and equipment		99,805				100,472				103,115				100,472
Leasehold improvements		137,536				133,541				144,591				133,541
Other		10,241				9,993				9,702				9,993
Property and equipment, cost		798,538				789,242				805,086				789,242
Accumulated depreciation		(640,756		)		(627,733		)		(658,479		)		(627,733		)
Property and equipment, net		$	157,782			$	161,509			$	146,607			$	161,509

Note E—Accrued Payroll and Benefit Costs

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


	March 31, 2017			December 31, 2016			September 30, 2017		December 31, 2016
Payroll and benefits		$	238,587		$	243,301	$	274,737	$	243,301
Employee deferred compensation plans		257,545			252,349		291,525		252,349
Workers’ compensation		19,945			19,361		19,355		19,361
Payroll taxes		30,823			24,037		36,303		24,037
Accrued payroll and benefit costs		$	546,900		$	539,048	$	621,920	$	539,048

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

March 31, 2017 December 31, 2016
Deferred compensation plan and other benefits related to the Company’s
Chief Executive Officer
$ 83,628 $ 83,899



	September 30, 2017		December 31, 2016
Deferred compensation plan and other benefits related to the Company’s Chief Executive Officer	$	85,212	$	83,899

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

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

~~March 31,~~September 30, 2017

Note F—Commitments and Contingencies

On April 23, 2010, Plaintiffs David Opalinski and James McCabe, on behalf of themselves and a putative class of similarly situated Staffing Managers, filed a ~~Complaint~~complaint in the United States District Court for the District of New Jersey naming the Company and one of its subsidiaries as Defendants. The ~~Complaint~~complaint alleges that salaried Staffing Managers located throughout the U.S. have been misclassified as exempt from the Fair Labor Standards Act’s overtime pay requirements. Plaintiffs seek an unspecified amount for unpaid overtime on behalf of themselves and the class they purport to represent. Plaintiffs also seek an unspecified amount for statutory penalties, attorneys’ fees and other damages. ~~On October 6, 2011,~~After considerable motion practice in the District Court ~~granted~~and two appeals to the ~~Company’s motion to compel arbitration~~Third Circuit, both of the Plaintiffs’ allegations. At this stage, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from these allegations and, accordingly, no amounts have been providedwhich were decided in the Company’s ~~Financial Statements.~~favor, the United States Supreme Court for the second time denied a petition by Plaintiffs for review on October 30, 2017. The practical result of the Supreme Court’s denial is to leave in place the dismissal of the case by the lower courts. The Company believes ~~it has meritorious defenses~~that this brings an end to ~~the allegations, and~~this litigation which the Company ~~intends~~continues to ~~continue to vigorously defend against the allegations.~~believe was not meritorious.

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

On March 23, 2015, Plaintiff Jessica Gentry, on her own behalf and on behalf of a putative class of allegedly similarly situated individuals, filed a complaint against the Company in the Superior Court of California, San Francisco County, which was subsequently amended on October 23, 2015. The complaint, which was filed by the same plaintiffs’ law firm that brought the Rodriguez matter described above, alleges claims similar to those alleged in Rodriguez. Specifically, the complaint alleges that a putative class of current and former employees of the Company working in California since March 13, 2010 were denied compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as performing activities related to the interview process. Gentry seeks recovery on her own behalf and on behalf of the putative class in an unspecified amount for this allegedly unpaid compensation. Gentry also seeks recovery of an unspecified amount for the alleged failure of the Company to provide her and the putative class with accurate wage statements. Gentry also seeks an unspecified amount of other damages, attorneys’ fees, and statutory penalties, including penalties for allegedly not paying all wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by PAGA. On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s claims, except the PAGA claim, to individual arbitration. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company intends to continue to vigorously defend against the litigation.

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

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

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

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

~~March 31,~~September 30, 2017

Note G— Stockholders' Equity

Stock Repurchase Program. As of ~~March 31,~~September 30, 2017, the Company is authorized to repurchase, from time to time, up to ~~5.2~~3.4 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~~nine months ended ~~March 31,~~September 30, 2017 and 2016, are reflected in the following table (in thousands):


	Three Months Ended March 31,				Nine Months Ended September 30,
	2017		2016		2017		2016
Common stock repurchased (in shares)	1,121		682		2,957		2,933
Common stock repurchased	$	53,586	$	28,777	$	137,596	$	112,896

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


	Three Months Ended March 31,				Nine Months Ended September 30,
	2017		2016		2017		2016
Repurchases related to employee stock plans (in shares)	304		59		311		268
Repurchases related to employee stock plans	$	14,711	$	2,590	$	15,058	$	10,714

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

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

Note H—Net Income Per Share

The calculation of net income per share for the three and nine months ended September 30, 2017 and 2016 is reflected in the following table (in thousands, except per share amounts):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016

Net income	$	84,700	$	90,569	$	243,537	$	265,601
Basic:
Weighted average shares	123,569		127,615		124,567		128,491

Diluted:
Weighted average shares	123,569		127,615		124,567		128,491
Dilutive effect of potential common shares	631		576		666		725
Diluted weighted average shares	124,200		128,191		125,233		129,216

Net income per share:
Basic	$	.69	$	.71	$	1.96	$	2.07
Diluted	$	.68	$	.71	$	1.94	$	2.06

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

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

~~March 31,~~September 30, 2017

~~Note H—Net Income Per Share~~

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

Three Months Ended March 31,
2017 2016

Net income $ 78,521
$ 83,416
Basic:
Weighted average shares 125,537
129,281

Diluted:
Weighted average shares 125,537
129,281
Dilutive effect of potential common shares 881
856
Diluted weighted average shares 126,418
130,137

Net income per share:
Basic $ .63
$ .65
Diluted $ .62
$ .64

Note I—Business Segments

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

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

~~ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES~~

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

~~March 31, 2017~~

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


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2017			2016
Net service revenues
Temporary and consultant staffing	$	987,606		$	1,009,165		$	1,004,808		$	1,016,248		$	2,990,710		$	3,057,496
Permanent placement staffing	103,633			106,289			111,333			105,117			327,619			324,845
Risk consulting and internal audit services	196,131			187,171			208,568			217,176			602,178			602,985
	$	1,287,370		$	1,302,625		$	1,324,709		$	1,338,541		$	3,920,507		$	3,985,326
Operating income
Temporary and consultant staffing	$	90,371		$	97,883		$	87,703		$	97,786		$	271,162		$	302,802
Permanent placement staffing	18,302			21,502			19,945			20,286			59,293			66,364
Risk consulting and internal audit services	16,906			14,513			24,573			28,295			58,062			60,596
	125,579			133,898			132,221			146,367			388,517			429,762
Amortization of intangible assets	301			288			481			326			1,147			928
Interest income, net	(223		)	(181		)	(530		)	(283		)	(1,108		)	(695		)
Income before income taxes	$	125,501		$	133,791		$	132,270		$	146,324		$	388,478		$	429,529

Note J—Subsequent Events

On ~~May 3,~~October 31, 2017, the Company announced the following:



Quarterly dividend per share	$.24
Declaration date	~~May 3,~~October 31, 2017
Record date	~~May 25,~~November 24, 2017
Payment date	~~June~~December 15, 2017

The Company’s prior filings contained disclosures regarding a complaint filed in the United States District Court for the District of New Jersey on April 23, 2010, by Plaintiffs David Opalinski and James McCabe, on behalf of themselves and a putative class of similarly situated Staffing Managers, naming the Company and one of its subsidiaries as Defendants. On October 30, 2017, after considerable motion practice in the District Court and two appeals to the Third Circuit, both of which were decided in the Company’s favor, the United States Supreme Court for the second time denied a petition by Plaintiffs for review. The practical result of the Supreme Court’s denial is to leave in place the dismissal of the case by the lower courts. The Company believes that this brings an end to this litigation which the Company continues to believe was not meritorious.

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

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

Executive Overview

Demand for the Company’s temporary and permanent placement staffing and risk consulting and internal audit services is largely dependent upon general economic and labor trends both domestically and abroad. Since the start of 2017, U.S. business leaders, particularly owners of small and midsized companies, have expressed confidence in their prospects. Correspondingly, ~~while~~for the ~~U.S. economic environment is largely stable,~~third quarter of 2017, we saw improvement in sequential demand for temporary and ~~the job market is strong, the hiring cycle remains uncharacteristically long as employers take more time to make hiring decisions, which has an adverse impact to revenue growth.~~consultant staffing and risk consulting and internal audit services segments. Outside the U.S., ~~demand was~~all three of the Company's reportable segments were positively impacted by improving economic conditions, particularly in continental Europe. During the first ~~quarter~~three quarters of 2017, net service revenues were ~~$1.29~~$3.92 billion, a decrease of 1%2% from the prior year. Net income decreased 6%8% to ~~$79~~$244 million and diluted net income per share decreased 3%5% to ~~$.62.~~$1.94. Revenue growth for temporary and permanent placement staffing was down 2%~~, while~~ and risk consulting and internal audit services ~~experienced 5% revenue growth~~remained essentially flat for the first ~~quarter~~three quarters of 2017 compared to the first ~~quarter~~three quarters of ~~last year.~~2016.

We believe that the Company is well positioned in the current macroeconomic environment. The United States economic backdrop throughout the first ~~quarter~~three quarters of 2017 was stable for the Company as real gross domestic product (GDP) grew ~~0.7%~~1.2%, 3.1% and 3.0% for the first, second, and third quarter, respectively, while the unemployment rate declined from 4.7% in December 2016 to 4.5% ~~in March 2017.~~, 4.4% and 4.2% at the end of the first, second, and third quarter of 2017, respectively. In the United States, the number of job openings has exceeded the number of hires since February 2015, creating competition for skilled talent that increases the Company's value to clients. AIn addition, a number of professional occupations are nearing full employment, which is placing pressure on the supply of available talent and increasing our value to clients. The secular demand for temporary staffing is also ongoing. The number of temporary workers as a percentage of the overall U.S. workforce remains near an all-time high, a sign employers are building flexible staffing options into their human resource plans with increasing frequency.

Protiviti has been broadening its practice areas and now serves clients in a wide range of consulting areas. These include business performance improvement; data management and advanced analytics; digital transformation; forensics; technology consulting; internal audit and financial advisory services; risk and compliance; and transaction services.

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We monitor various economic indicators and business trends in all of the countries in which we operate to anticipate demand for the Company’s services. We evaluate these trends to determine the appropriate level of investment, including personnel, which will best position the Company for success in the current and future global macroeconomic environment. The Company’s investments in headcount are typically structured to proactively support and align with expected revenue growth trends. ~~As such, during~~During the first ~~quarter~~three quarters of 2017, temporary and consultant staffing, permanent placement staffing and risk consulting and internal audit headcount ~~was relatively consistent with~~were all up modestly compared to prior year-end ~~levels, with modest increases in targeted countries outside of the U.S.~~levels.

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

Capital expenditures for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 totaled ~~$10~~$29 million, approximately ~~53%~~52% of which represented investments in software initiatives and technology infrastructure, both of which are important to the Company’s future growth opportunities. While ~~the~~ upgrades to enterprise resource planning and project management applications ~~and~~were completed in the ~~implementation of a global CRM application are nearly complete,~~third quarter, we continue to invest in digital technology initiatives designed to enhance our service offerings to both clients and candidates. Capital expenditures also included amounts spent on tenant improvements and furniture and equipment in the Company's leased offices. We currently expect that 2017 capital expenditures will range from ~~$55~~$40 million to ~~$65~~$50 million.

Critical Accounting Policies and Estimates

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

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

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

The Company’s reporting units are Accountemps, Robert Half Finance & Accounting, OfficeTeam, Robert Half Technology, Robert Half Management Resources and Protiviti, which had goodwill balances at September 30, 2017, of $127.4 million, $26.2 million, $0.0 million, $7.0 million, $0.0 million and $50.3 million, respectively, totaling $210.9 million. There were no changes to the Company’s reporting units or to the allocations of goodwill by reporting unit for the nine months ended September 30, 2017.

The goodwill impairment assessment is based upon a discounted cash flow analysis. The estimate of future cash flows is based upon, among other things, a discount rate and certain assumptions about expected future operating performance. The discount rate for all reporting units was determined by management based on estimates of risk free interest rates, beta and market risk premiums. The discount rate used was compared to the rate published in various third party research reports, which indicated that the rate was within a range of reasonableness. The primary assumptions related to future operating performance

include revenue growth rates and profitability levels. In addition, the impairment assessment requires that management make certain judgments in allocating shared assets and liabilities to the balance sheets of the reporting units. Solely for purposes of establishing inputs for the fair value calculations described above related to its annual goodwill impairment testing, the Company made the following assumptions. The Company assumed that year-to-date trends through the date of the most recent assessment would continue for all reporting units through 2017, using unique assumptions for each reporting unit. In addition, the Company applied profitability assumptions consistent with each reporting unit’s historical trends at various revenue levels and, for years 2019 and beyond, used a 3.5% revenue growth factor. This rate is comparable to the Company’s most recent ten-year average revenue growth rate. The model used to calculate fair value extends a total of 10 years with a terminal value calculation at the end of the 10 year period. In its most recent calculation, the Company used a 10.3% discount rate, which is slightly higher than the 9.8% discount rate used for the Company’s test during the second quarter of 2016. This increase in discount rate is attributable to increases in the risk free rate and the equity market risk premium, offset by a slight decrease in beta.

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

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

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

Demand for the Company’s temporary and permanent placement staffing and risk consulting and internal audit services is largely dependent upon general economic and labor market conditions both domestically and abroad. Since the start of 2017, U.S. business leaders, particularly owners of small and midsized companies, have expressed confidence in their prospects. Correspondingly, ~~while~~for the ~~U.S. economic environment is largely stable,~~third quarter of 2017, we saw improvement in sequential demand for temporary and ~~the job market is strong, the hiring cycle remains uncharacteristically long as employers take more time to make hiring decisions, which has an adverse impact to revenue growth.~~consultant staffing and risk consulting and internal audit services segments. Outside the U.S., ~~demand was~~all three of the Company's reportable segments were positively impacted by improving economic conditions, particularly in continental Europe. Because of the inherent difficulty in predicting economic trends and the absence of material long-term contracts in any of the Company's business units, future demand for the Company’s services cannot be forecast with certainty. We believe the Company is well positioned in the current global macroeconomic environment.

The Company’s temporary and permanent placement staffing business has ~~325~~324 offices in 42 states, the District of Columbia and 17 foreign countries, while Protiviti has 56 offices in 23 states and 11 foreign countries.

Non-GAAP Financial Measures

The financial results of the Company are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the rules of the SEC. To help readers understand the Company’s financial performance, the Company supplements its GAAP financial results with revenue growth rates derived from non-GAAP revenue amounts. Variations in the Company’s financial results include the impact of changes in foreign currency exchange rates and billing days. The Company provides “same billing days and constant currency” revenue growth calculations to remove the impact of these items. These calculations show the year-over-year revenue growth rates for the Company’s reportable segments on both a reported basis and also on a same day, constant-currency basis for global, U.S. and international operations. The Company has provided this data because management believes it better reflects the Company’s actual revenue growth rates and aids in evaluating revenue trends over time. The Company expresses year-over-year revenue changes as calculated percentages using the same number of billing days and constant currency exchange rates.

In order to calculate constant currency revenue growth rates, as reported amounts are retranslated using foreign currency exchange rates from the prior year’s comparable period. Management then calculates a global, weighted-average number of billing days for each reporting period based upon input from all countries and all lines of business. In order to remove the fluctuations caused by comparable periods having different billing days, the Company calculates same billing day revenue growth rates by dividing each comparative period’s reported revenues by the calculated number of billing days for that period to arrive at a per billing day amount. Same billing day growth rates are then calculated based upon the per billing day amounts. The term “same billing days and constant currency” means that the impact of different billing days has been removed from the constant currency calculation.

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

Refer to Item 3. "Quantitative 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,~~ September 30, 2017 and 2016

Revenues. The Company’s revenues were ~~$1.29~~$1.32 billion for the three months ended ~~March 31,~~September 30, 2017, decreasing by ~~1.2%~~1% compared to ~~$1.30~~$1.34 billion for the three months ended ~~March 31,~~September 30, 2016. Revenues from foreign operations represented 23% of total revenues for the three months ended September 30, 2017, up from 20% of total revenues for the three months ended ~~March 31, 2017, up slightly from 19% of total revenues for the three months ended March 31,~~September 30, 2016. The Company analyzes its revenues for three reportable segments: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services. For the three months ended ~~March 31,~~September 30, 2017, revenue for temporary and consultant staffing, and risk consulting and internal audit services ~~was up and revenues for temporary and consultant staffing and~~were down, while permanent placement staffing ~~were down~~segment was up, compared to the same period in 2016. ~~Revenue growth was strongest internationally, most notably within Europe. Risk consulting and internal audit services continued to post positive growth rates.~~ Contributing factors for each reportable segment are discussed below in further detail.

Temporary and consultant staffing revenues were ~~$988 million for the three months ended March 31, 2017, decreasing by 2.1% compared to revenues of $1.01~~$1.00 billion for the three months ended ~~March 31,~~September 30, 2017, decreasing by 1.1% compared to revenues of $1.02 billion for the three months ended September 30, 2016. Key drivers of temporary and consultant staffing revenues include average hourly bill rates and the number of hours worked by the Company’s temporary employees on client engagements. On a same-day, constant-currency basis, temporary and consultant staffing revenues decreased ~~2.8%~~0.4% for the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of 2016, due primarily to fewer hours worked by the Company's temporary employees, partially offset by a ~~3.7%~~2.5% increase in average bill rates. In the U.S., revenues in the ~~first~~third quarter of 2017 decreased ~~4.4%~~4.5% on an as reported basis and ~~5.6%~~3.0% on a same-day basis, compared to the ~~first~~third quarter of 2016. For the Company’s international operations, 2017 ~~first~~third quarter revenues increased ~~8.1%~~12.6% on an as reported basis and ~~9.4%~~10.2% on a same-day, constant-currency basis, compared to the ~~first~~third quarter of 2016.

Permanent placement staffing revenues were ~~$104~~$111 million for the three months ended ~~March 31,~~September 30, 2017, ~~decreasing~~increasing by ~~2.5%~~5.9% compared to revenues of ~~$106~~$105 million for the three months ended ~~March 31,~~September 30, 2016. Key drivers of permanent placement staffing revenues consist of the number of candidate placements and average fees earned per placement. ~~On a same-day, constant-currency basis, permanent~~Both the number of placements and average fees per placement ~~staffing revenues decreased 3.1%~~were up for the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of 2016. ~~The decrease in as reported revenue was driven primarily by a decrease in number of placements.~~ In the U.S., revenues for the ~~first~~third quarter of 2017 ~~decreased 6.4%~~increased 1.5% on an as reported basis and ~~7.6%~~3.2% on a same-day basis, compared to the ~~first~~third quarter of 2016. For the Company’s international operations, revenues for the ~~first~~third quarter of 2017 increased ~~7.6%~~16.5% on an as reported basis and ~~8.4%~~15.1% on a same-day, constant-currency basis, compared to the ~~first~~third quarter of 2016. Historically, demand for permanent placement staffing is even more sensitive to economic and labor market conditions than demand for temporary and consultant staffing and this is expected to continue.

Risk consulting and internal audit services revenues were ~~$196~~$209 million for the three months ended ~~March 31,~~September 30, 2017, ~~increasing~~decreasing by ~~4.8%~~4.0% compared to revenues of ~~$187~~$217 million for the three months ended ~~March 31,~~September 30, 2016. Key drivers of risk consulting and internal audit services revenues are the billable hours worked by consultants on client engagements and average hourly bill rates. On a same-day, constant-currency basis, risk consulting and internal audit services revenues ~~increased 4.2%~~decreased 2.7% for the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of ~~2016, due primarily~~2016. Billable hour declines were partially offset by increased billing rates. In the U.S., revenues in the third quarter of 2017 decreased 6.9% on an as reported basis and 5.4% on a same-day basis, compared to ~~increases in number~~the third quarter of ~~hours worked and~~2016. Contributing to the U.S. decrease were services related to technology consulting,

~~average hourly bill rates. In the U.S., revenues in the first quarter of 2017 increased 4.8% on an as reported basis~~risk and ~~3.6% on a same-day basis, compared to the first quarter of 2016. Contributing to the U.S. increase was continued growth in services related to the~~compliance, and internal audit and financial ~~advisory solution and risk and compliance solution.~~advisory. The Company’s risk consulting and internal audit services revenues from international operations increased ~~4.5%~~11.5% on an as reported basis and ~~7.2%~~11.6% on a same-day, constant-currency basis for the third quarter of 2017 compared to the ~~first~~third quarter of 2016.

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


	Global		United States		International		Global		United States		International
Temporary and consultant staffing
As Reported	-2.1	%	-4.4	%	8.1	%	-1.1	%	-4.5	%	12.6	%
Billing Days Impact	-1.2	%	-1.2	%	-1.4	%	1.5	%	1.5	%	1.7	%
Currency Impact	0.5	%	—		2.7	%	-0.8	%	—		-4.1	%
Same Billing Days and Constant Currency	-2.8	%	-5.6	%	9.4	%	-0.4	%	-3.0	%	10.2	%
Permanent placement staffing
As Reported	-2.5	%	-6.4	%	7.6	%	5.9	%	1.5	%	16.5	%
Billing Days Impact	-1.2	%	-1.2	%	-1.3	%	1.7	%	1.7	%	1.8	%
Currency Impact	0.6	%	—		2.1	%	-0.9	%	—		-3.2	%
Same Billing Days and Constant Currency	-3.1	%	-7.6	%	8.4	%	6.7	%	3.2	%	15.1	%
Risk consulting and internal audit services
As Reported	4.8	%	4.8	%	4.5	%	-4.0	%	-6.9	%	11.5	%
Billing Days Impact	-1.2	%	-1.2	%	-1.3	%	1.6	%	1.5	%	1.7	%
Currency Impact	0.6	%	—		4.0	%	-0.3	%	—		-1.6	%
Same Billing Days and Constant Currency	4.2	%	3.6	%	7.2	%	-2.7	%	-5.4	%	11.6	%

Gross Margin. The Company’s gross margin dollars were ~~$526~~$546 million for the three months ended ~~March 31,~~September 30, 2017, decreasing by ~~1.2%~~1.1% compared to ~~$532~~$553 million for the three months ended ~~March 31,~~September 30, 2016. Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars from the Company’s temporary and consultant staffing represent revenues less direct costs of services, which consist of payroll, payroll taxes and benefit costs for temporary employees, and reimbursable expenses. The key drivers of gross margin are: i) pay-bill spreads, which represent the differential between wages paid to temporary employees and amounts billed to clients; ii) fringe costs, which are primarily composed of payroll taxes and benefit costs for temporary and consultant staffing employees; and iii) conversion revenues, which are earned when a temporary position converts to a permanent position with the Company's client. Gross margin dollars for the Company’s temporary and consultant staffing division were ~~$369~~$373 million for the three months ended ~~March 31,~~September 30, 2017, decreasing ~~1.4%~~1.8% compared to ~~$375~~$381 million for the three months ended ~~March 31,~~September 30, 2016. As a percentage of revenues, gross margin for temporary and consultant staffing was 37.2% in the third quarter of 2017, down from 37.4% in the ~~first quarter of 2017, up slightly from 37.1% in the first~~third quarter of 2016. This year-over-year ~~improvement~~decline in gross margin percentage is primarily attributable to higher ~~pay-bill spreads.~~fringe costs.

Gross margin dollars from permanent placement staffing represent revenues less reimbursable expenses. Gross margin dollars for the Company’s permanent placement staffing division were ~~$104~~$111 million for the three months ended ~~March 31,~~September 30, 2017, ~~decreasing 2.6%~~increasing 5.9% from ~~$106~~$105 million for the three months ended ~~March 31,~~September 30, 2016. Because reimbursable expenses for permanent placement staffing are de minimis, gross margin dollars are substantially explained by revenues previously discussed.

Gross margin dollars for risk consulting and internal audit services represent revenues less direct costs of services, which consist primarily of professional staff payroll, payroll taxes, benefit costs and reimbursable expenses. The primary drivers of risk consulting and internal audit services gross margin are: i) the relative composition of and number of professional staff and their respective pay and bill rates; and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s risk consulting and internal audit services staff. Gross margin dollars for the Company’s risk consulting and internal audit division were ~~$53~~$62 million for the three months ended ~~March 31,~~September 30, 2017, ~~increasing 3.5%~~decreasing 8% compared to ~~$51~~$67 million for the three months ended ~~March 31,~~September 30, 2016. As a percentage of revenues, gross margin for risk consulting and internal audit services in the third quarter of 2017 was 29.6%, down from 30.9% in the third quarter of 2016. The decline in the third quarter of 2017 gross margin compared to the third quarter of 2016 was primarily due to slightly lower staff utilization rates.

Selling, General and Administrative Expenses. The Company's selling, general and administrative expenses consist primarily of staff compensation, advertising, depreciation and occupancy costs. The Company’s selling, general and administrative expenses were $414 million for the three months ended September 30, 2017, increasing 2.0% from $406 million for the three months ended September 30, 2016. As a percentage of revenues, the Company’s selling, general and administrative expenses were 31.3% for the third quarter of 2017, up from 30.3% for the third quarter of 2016. Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for the Company’s temporary and consultant staffing division were $286 million for the three months ended September 30, 2017, increasing 1.1% from $283 million for the three months ended September 30, 2016. As a percentage of revenues, selling, general and administrative expenses for temporary and consultant staffing were 28.4% in the third quarter of 2017, up from 27.8% in the third quarter of 2016 due primarily to negative operating leverage resulting from decreased revenues.

Selling, general and administrative expenses for the Company’s permanent placement staffing division were $91 million for the three months ended September 30, 2017, increasing by 7.8% compared to $84 million for the three months ended September 30, 2016. As a percentage of revenues, selling, general and administrative expenses for permanent placement staffing were 81.9% in the third quarter of 2017, up from 80.5% in the third quarter of 2016 due primarily to increases in staff compensation.

Selling, general and administrative expenses for the Company’s risk consulting and internal audit services division were $37 million for the three months ended September 30, 2017, decreasing by 4.3% compared to $39 million for the three months ended September 30, 2016. As a percentage of revenues, selling, general and administrative expenses for risk consulting and internal audit services were 17.9% for both the third quarter of 2017 and 2016.

Operating Income. The Company’s total operating income was $132 million, or 10.0% of revenues, for the three months ended September 30, 2017, down from $146 million, or 10.9% of revenues, for the three months ended September 30, 2016. For the Company’s temporary and consultant staffing division, operating income was $88 million, or 8.7% of applicable revenues, down from $98 million, or 9.6% of applicable revenues, in the third quarter of 2016. For the Company’s permanent placement staffing division, operating income remained flat at $20 million, or 17.9% and 19.3% of applicable revenues for the third quarter of 2017 and 2016, respectively. For the Company’s risk consulting and internal audit services division, operating income was $24 million, or 11.8% of applicable revenues, down from an operating income of $28 million, or 13.0% of applicable revenues, in the third quarter of 2016.

Provision for income taxes. The provision for income taxes was 36.0% and 38.1% for the three months ended September 30, 2017 and 2016, respectively. The lower tax rate is primarily due to additional credits and foreign restructuring, as well as lower state taxes that impacted the provision positively compared to the same period in 2016.

Nine Months EndedSeptember 30, 2017 and 2016

Revenues. The Company’s revenues were $3.92 billion for the nine months ended September 30, 2017, decreasing by 1.6% compared to $3.99 billion for the nine months ended September 30, 2016. Revenues from foreign operations represented 21% of total revenues for the nine months ended September 30, 2017, up from 20% of total revenues for the nine months ended September 30, 2016. The Company analyzes its revenues for three reportable segments: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit services. For the nine months ended September 30, 2017, revenue for permanent placement staffing was up and revenues for temporary and consultant staffing and risk consulting and internal audit services were down compared to the same period in 2016. Contributing factors for each reportable segment are discussed below in further detail.

Temporary and consultant staffing revenues were $2.99 billion for the nine months ended September 30, 2017, decreasing by 2.2% compared to revenues of $3.06 billion for the nine months ended September 30, 2016. Key drivers of temporary and consultant staffing revenues include average hourly bill rates and the number of hours worked by the Company’s temporary employees on client engagements. On a same-day, constant-currency basis, temporary and consultant staffing revenues decreased 1.6% for the first three quarters of 2017 compared to the first three quarters of 2016, due primarily to fewer hours worked by the Company's temporary employees, partially offset by a 2.9% increase in average bill rates. In the U.S., revenues in the first three quarters of 2017 decreased 4.5% on an as reported basis and 4.0% on a same-day basis, compared to the first three quarters of 2016. For the Company’s international operations, revenues for the first three quarters of 2017 increased 7.5% on an as reported basis and 8.7% on a same-day, constant-currency basis, compared to the first three quarters of 2016.

Permanent placement staffing revenues were $328 million for the nine months ended September 30, 2017, increasing by 0.9% compared to revenues of $325 million for the nine months ended September 30, 2016. Key drivers of permanent placement staffing revenues consist of the number of candidate placements and average fees earned per placement. On a same-day, constant-currency basis, permanent placement staffing revenues increased 1.6% for the first three quarters of 2017 compared to the first three quarters of 2016, driven by an increase in the average fees earned per placement. In the U.S., revenues for the first three quarters of 2017 decreased 2.6% on an as reported basis and 2.1% on a same-day basis, compared to the first three quarters of 2016. For the Company’s international operations, revenues for the first three quarters of 2017 increased 9.3% on an as reported basis and 10.6% on a same-day, constant-currency basis, compared to the first three quarters of 2016. Historically, demand for permanent placement staffing is even more sensitive to economic and labor market conditions than demand for temporary and consultant staffing and this is expected to continue.

Risk consulting and internal audit services revenues were $602 million for the nine months ended September 30, 2017, decreasing slightly by 0.1% compared to revenues of $603 million for the nine months ended September 30, 2016. Key drivers of risk consulting and internal audit services revenues are the billable hours worked by consultants on client engagements and average hourly bill rates. On a same-day, constant-currency basis, risk consulting and internal audit services revenues increased 0.7% for the first three quarters of 2017 compared to the first three quarters of 2016. In the U.S., revenues in the first three quarters of 2017 decreased 0.8% on an as reported basis and 0.3% on a same-day basis, compared to the first three quarters of 2016. The Company’s risk consulting and internal audit services revenues for the first three quarters of 2017 from international operations increased 3.2% on an as reported basis and increased 5.9% on a same-day, constant-currency basis, compared to the first three quarters of 2016.

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



	Global		United States		International
Temporary and consultant staffing
As Reported	-2.2	%	-4.5	%	7.5	%
Billing Days Impact	0.5	%	0.5	%	0.5	%
Currency Impact	0.1	%	—		0.7	%
Same Billing Days and Constant Currency	-1.6	%	-4.0	%	8.7	%
Permanent placement staffing
As Reported	0.9	%	-2.6	%	9.3	%
Billing Days Impact	0.5	%	0.5	%	0.5	%
Currency Impact	0.2	%	—		0.8	%
Same Billing Days and Constant Currency	1.6	%	-2.1	%	10.6	%
Risk consulting and internal audit services
As Reported	-0.1	%	-0.8	%	3.2	%
Billing Days Impact	0.4	%	0.5	%	0.5	%
Currency Impact	0.4	%	—		2.2	%
Same Billing Days and Constant Currency	0.7	%	-0.3	%	5.9	%

Gross Margin. The Company’s gross margin dollars were $1.61 billion for the nine months ended September 30, 2017, decreasing by 1.9% compared to $1.64 billion for the nine months ended September 30, 2016. Contributing factors for each reportable segment are discussed below in further detail.

Gross margin dollars from the Company’s temporary and consultant staffing represent revenues less direct costs of services, which consist of payroll, payroll taxes and benefit costs for temporary employees, and reimbursable expenses. The key drivers of gross margin are: i) pay-bill spreads, which represent the differential between wages paid to temporary employees and amounts billed to clients; ii) fringe costs, which are primarily composed of payroll taxes and benefit costs for temporary and consultant staffing employees; and iii) conversion revenues, which are earned when a temporary position converts to a permanent position with the Company's client. Gross margin dollars for the Company’s temporary and consultant staffing division were $1.12 billion for the nine months ended September 30, 2017, decreasing 2.3% compared to $1.14 billion for the nine months ended September 30, 2016. As a percentage of revenues, gross margin for temporary and consultant staffing was 37.3% for the nine months ended September 30, 2017, down slightly from 37.4% for the nine months ended September 30, 2016.

Gross margin dollars from permanent placement staffing represent revenues less reimbursable expenses. Gross margin dollars for the Company’s permanent placement staffing division were $327 million for the nine months ended September 30, 2017, increasing 0.8% from $324 million for the nine months ended September 30, 2016. Because reimbursable expenses for permanent placement staffing are de minimis, gross margin dollars are substantially explained by revenues previously discussed.

Gross margin dollars for risk consulting and internal audit services represent revenues less direct costs of services, which consist primarily of professional staff payroll, payroll taxes, benefit costs and reimbursable expenses. The primary drivers of risk consulting and internal audit services gross margin are: i) the relative composition of and number of professional staff and their respective pay and bill rates; and ii) staff utilization, which is the relationship of time spent on client engagements in proportion to the total time available for the Company’s risk consulting and internal audit services staff. Gross margin dollars for the Company’s risk consulting and internal audit division were $168 million for the nine months ended September 30, 2017, decreasing 3.9% compared to $174 million for the nine months ended September 30, 2016. As a percentage of revenues, gross margin for risk consulting and internal audit services in the first ~~quarter~~three quarters of ~~2016~~2017 was ~~27.0%~~27.8%, down ~~slightly~~ from ~~27.4%~~28.9% in the

first ~~quarter~~three quarters of 2016. The ~~slight~~ decline in the gross margin in the first ~~quarter~~three quarters of 2017 ~~gross margin~~ compared to the first ~~quarter~~three quarters of 2016 was primarily due to an increase in pay rates for professional staff and ~~slightly~~ lower staff utilization rates.

Selling, General and Administrative Expenses. The Company's selling, general and administrative expenses consist primarily of staff compensation, advertising, depreciation and occupancy costs. The Company’s selling, general and administrative expenses were ~~$400 million~~$1.22 billion for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, increasing ~~0.5%~~0.9% from ~~$398 million~~$1.21 billion for the ~~three~~nine months ended ~~March 31,~~September 30, 2016. As a percentage of revenues, the Company’s selling, general and administrative expenses were ~~31.1%~~31.2% for the first ~~quarter~~three quarters of 2017, up from ~~30.6%~~30.4% for the first ~~quarter~~three quarters of 2016. Contributing factors for each reportable segment are discussed below in further detail.

Selling, general and administrative expenses for the Company’s temporary and consultant staffing division were ~~$279~~$845 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, increasing ~~0.8%~~0.6% from ~~$277~~$840 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2016. As a percentage of revenues, selling, general and administrative expenses for temporary and consultant staffing were ~~28.2%~~28.3% in the first ~~quarter~~three quarters of 2017, up from ~~27.4%~~27.5% in the first ~~quarter~~three quarters of 2016 due primarily to increases in staff compensation, partially offset by a decrease in variable overhead costs.

Selling, general and administrative expenses for the Company’s permanent placement staffing division were ~~$85~~$268 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, increasing by ~~0.6%~~3.8% compared to ~~$84~~$258 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2016. As a percentage of revenues, selling, general and administrative expenses for permanent placement staffing were ~~82.1%~~81.7% in the first ~~quarter~~three quarters of 2017, up from ~~79.6%~~79.4% in the first ~~quarter~~three quarters of 2016 due primarily to ~~an increase~~increases in staff compensation costs.

Selling, general and administrative expenses for the Company’s risk consulting and internal audit services division were ~~$36~~$109 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, decreasing by ~~1.6%~~3.7% compared to ~~$37~~$114 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2016. As a percentage of revenues, selling, general and administrative expenses for risk consulting and internal audit services were ~~18.4%~~18.2% in the first ~~quarter~~three quarters of 2017, down from ~~19.6%~~18.9% in the first ~~quarter~~three quarters of 2016 due primarily to ~~an improvement~~decreases in ~~leverage resulting from increased revenue.~~fixed and variable overhead costs.

Operating Income. The Company’s total operating income was ~~$126~~$389 million, or ~~9.8%~~9.9% of revenues, for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, down from ~~$134~~$430 million or ~~10.3%~~10.8% of revenues, for the ~~three~~nine months ended ~~March 31,~~September 30, 2016. For the Company’s temporary and consultant staffing division, operating income was ~~$90~~$271 million, or ~~9.2%~~9.1% of applicable revenues, down from ~~$98~~$303 million, or ~~9.7%~~9.9% of applicable revenues, in the first ~~quarter~~three quarters of 2016. For the Company’s permanent placement staffing division, operating income was ~~$19~~$60 million, or ~~17.7%~~18.1% of applicable revenues, down from an operating income of ~~$21~~$66 million, or ~~20.2%~~20.4% of applicable revenues, in the first ~~quarter~~three quarters of 2016. For the Company’s risk consulting and internal audit services division, operating income was ~~$17~~$58 million, or ~~8.6%~~9.6% of applicable revenues, updown from an operating income of ~~$15~~$61 million, or ~~7.8%~~10.0% of applicable revenues, in the first ~~quarter~~three quarters of 2016.

Provision for income taxes. The provision for income taxes was ~~37.4%~~37.3% and ~~37.7%~~38.2% for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, respectively. The ~~slightly~~ lower tax rate is primarily due to additional credits and foreign restructuring, as well as lower state taxes that impacted the ~~impact from restricted stock vesting at an average price higher than the average fair market value of the grants, pursuant~~provision positively compared to the ~~stock compensation accounting guidance adopted~~same period in ~~the first quarter of 2017.~~2016.

Liquidity and Capital Resources

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

Cash and cash equivalents were ~~$260~~$348 million and ~~$214~~$292 million at ~~March 31,~~September 30, 2017 and 2016, respectively. Operating activities provided ~~$124~~$388 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2017, which was offset by ~~$15~~$54 million and ~~$111~~$259 million of net cash used in investing activities and financing activities, respectively. Operating activities provided ~~$78~~$360 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2016, which was partially offset by ~~$24~~$83 million and ~~$69~~$211 million of net cash used in investing activities and financing activities, respectively.

Operating activities—Net cash provided by operating activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, was composed of net income of ~~$79~~$244 million, adjusted upward for non-cash items of ~~$38~~$72 million and cash provided by changes in working capital of $7$72 million. Net cash provided by operating activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2016, was comprised of net income of ~~$83~~$266 million, adjusted upward for non-cash items of ~~$26~~$74 million, and offset by cash used in changes in working capital of ~~$31~~$20 million.

Investing activities—Net cash used in investing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, was ~~$15~~$54 million. This was primarily composed of capital expenditures of ~~$10~~$29 million and deposits to trusts for employee deferred compensation plans of $5$24 million. Net cash used in investing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2016, was ~~$24~~$83 million. This was comprised of capital expenditures of ~~$19~~$63 million and deposits to trusts for employee ~~benefits and retirement~~deferred compensation plans of $5$18 million and payment for an acquisition, net of cash acquired, of $2 million.

Financing activities—Net cash used in financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, was ~~$111~~$259 million. This primarily included repurchases of ~~$81~~$167 million in common stock and ~~$30~~$91 million in cash dividends to stockholders. Net cash used in financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2016, was ~~$69~~$211 million. This included repurchases of ~~$40~~$126 million in common stock and ~~$29~~$86 million in cash dividends to ~~stockholders.~~stockholders, offset by excess tax benefits from stock based compensation of $1 million.

As of ~~March 31,~~September 30, 2017, the Company is authorized to repurchase, from time to time, up to ~~5.2~~3.4 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~~nine months ended ~~March 31,~~September 30, 2017 and 2016, the Company repurchased ~~1.1~~3.0 million shares, at a cost of ~~$54~~$138 million, and ~~0.7~~2.9 million shares of common stock, at a cost of ~~$29~~$113 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~~nine months ended ~~March 31,~~September 30, 2017 and 2016, such repurchases totaled 0.3 million shares, at a cost of $15 million, and ~~0.1~~0.3 million shares, at a cost of $3$11 million, respectively. Repurchases of shares have been funded with cash generated from operations.

The Company’s working capital at ~~March 31,~~September 30, 2017, included ~~$260~~$348 million in cash and cash equivalents. The Company expects that internally generated cash will be sufficient to support the working capital needs of the Company, the Company’s fixed payments, dividends, and other obligations on both a short-term and long-term basis.

On ~~May 3,~~October 31, 2017, the Company announced a quarterly dividend of $.24 per share to be paid to all shareholders of record as of ~~May 25,~~November 24, 2017. The dividend will be paid on ~~June~~December 15, 2017.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Because a portion of the Company’s net revenues are derived from its operations outside the U.S. and are denominated in local currencies, the Company is exposed to the impact of foreign currency fluctuations. The Company's 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~~nine months ended ~~March 31,~~September 30, 2017, approximately ~~20%~~21% of the Company’s revenues were generated outside of the United States. These operations transact business in their functional currency, which is the same as their local currency. As a result, fluctuations in the value of foreign currencies against the U.S. dollar, particularly the Canadian dollar, British pound, Euro, and Australian dollar, have an impact on the Company’s reported results. Under GAAP, revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the monthly average exchange rates prevailing during the

period. Consequently, as the value of the U.S. dollar changes relative to the currencies of the Company’s non-U.S. markets, the Company’s reported results vary.

During the first ~~three~~nine months of 2017, the U.S. dollar fluctuated, but 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 net service revenues by $7 million, or 1%0.2%, in the first ~~quarter~~three quarters of 2017 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 our foreign operations. Because substantially all our foreign operations generated revenues and incurred expenses within the same country and currency, the favorable effect of lower reported operating expenses largely offset the decline in reported revenues. Reported net income was ~~lower by $0.2 million, or 0.2%,~~unchanged in the first ~~quarter~~three quarters of 2017 compared to the same period one year ago due to the effect of currency exchange rates.

For the one month ended ~~April 30,~~October 31, 2017, the U.S. dollar has strengthened against the ~~Australian~~Euro, British Pound, Canadian Dollar, and ~~Canadian Dollar but weakened against the British Pound and Euro.~~Australian dollar. If currency exchange rates were to remain at ~~March~~October 2017 levels throughout the remainder of 2017, the ~~exchange rate~~ impact onto the ~~Company’s 2017~~Company's full-year reported revenues ~~and~~would be slightly favorable, mostly offset by an unfavorable impact to operating expenses ~~would be nearly flat~~ compared to full year 2016 results. ~~Thus,~~Should current trends continue, the impact to reported net income ~~should current trends continue,~~ would be immaterial.

Fluctuations in currency exchange rates impact the U.S. dollar amount of the Company’s stockholders’ equity. The assets and liabilities of the Company’s non-U.S. subsidiaries are translated into U.S. dollars at the exchange rates in effect at period

end. The resulting translation adjustments are recorded in stockholders’ equity as a component of accumulated other comprehensive income. Although currency fluctuations impact the Company’s reported results and shareholders’ equity, such fluctuations generally do not affect cash flow or result in actual economic gains or losses. The Company generally has few cross-border transfers of funds, except for transfers to the U.S. for payment of intercompany loans, working capital loans made between the U.S. and the Company’s foreign subsidiaries, and dividends from the Company’s foreign subsidiaries.

ITEM 4. Controls and Procedures

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

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

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PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

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

ITEM 1A. Risk Factors

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

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 (d)
January 1, 2017 to January 31, 2017 76,581
(a) $ 46.80
17,204
6,349,383
February 1, 2017 to February 28, 2017 451,799
(b) $ 47.57
423,361
5,926,022
March 1, 2017 to March 31, 2017 895,850
(c) $ 48.25
679,896
5,246,126
Total January 1, 2017 to March 31, 2017 1,424,230
1,120,461



	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)
July 1, 2017 to July 31, 2017	200,139	(a)	$	45.04	200,000	4,029,369
August 1, 2017 to August 31, 2017	593,807		$	44.21	593,807	3,435,562
September 1, 2017 to September 30, 2017	32,645	(b)	$	48.28	25,984	3,409,578
Total July 1, 2017 to September 30, 2017	826,591				819,791


(a)	Includes ~~59,377~~139 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or exercise price.


(b)	Includes ~~28,438~~6,661 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or exercise price.


(c)	~~Includes 215,954 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or exercise price.~~

~~(d)~~

Commencing in October 1997, the Company's Board of Directors has, at various times, authorized the repurchase, from time to time, of the Company's common stock on the open market or in privately negotiated transactions depending on market conditions. Since plan inception, a total of 108,000,000 shares have been authorized for repurchase of which ~~102,753,874~~104,590,422 shares have been repurchased as of ~~March 31,~~September 30, 2017.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosure

Not applicable.

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ITEM 5. Other Information

None.

ITEM 6. Exhibits



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

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

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

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

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

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

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

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SIGNATURES

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



	ROBERT HALF INTERNATIONAL INC. (Registrant)

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

Date: ~~May 5,~~November 3, 2017

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