TrueBlue, Inc. (Form: 10-Q, Received: 10/30/2017 16:13:53)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: October 1, 2017

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

Commission File Number: 001-14543

____________________________________

TrueBlue, Inc.

(Exact name of registrant as specified in its charter)

______________________________________



Washington		91-1287341
(State of incorporation)		(I.R.S. Employer Identification No.)

1015 A Street, Tacoma, Washington		98402
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (253) 383-9101

______________________________________

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



Title of each class		Name of each exchange on which registered
Common Stock no par value		The New York Stock Exchange

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

As of October 16, 2017 , there were 41,361,507 shares of the registrant’s common stock outstanding.

TrueBlue, Inc.

Table of Contents



		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations and Comprehensive Income (Loss)	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

	Signatures	37

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PART I. FINANCIAL INFORMATION



Item 1.	CONSOLIDATED FINANCIAL STATEMENTS

TRUEBLUE, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)



(in thousands, except par value data)	October 1, 2017			January 1, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	35,055		$	34,970
Accounts receivable, net of allowance for doubtful accounts of $5,741 and $5,160	380,473			352,606
Prepaid expenses, deposits and other current assets	18,923			21,373
Income tax receivable	5,945			18,854
Total current assets	440,396			427,803
Property and equipment, net	63,079			63,998
Restricted cash and investments	244,173			231,193
Deferred income taxes, net	1,037			6,770
Goodwill	226,771			224,223
Intangible assets, net	109,963			125,671
Other assets, net	46,931			50,787
Total assets	$	1,132,350		$	1,130,445
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	67,364		$	66,758
Accrued wages and benefits	79,607			79,782
Current portion of workers’ compensation claims reserve	76,406			79,126
Contingent consideration	—			21,600
Current portion of long-term debt	23,422			2,267
Other current liabilities	1,408			1,602
Total current liabilities	248,207			251,135
Workers’ compensation claims reserve, less current portion	202,929			198,225
Long-term debt, less current portion	111,408			135,362
Other long-term liabilities	26,033			20,544
Total liabilities	588,577			605,266

Commitments and contingencies (Note 5)

Shareholders’ equity:
Preferred stock, $0.131 par value, 20,000 shares authorized; No shares issued and outstanding	—			—
Common stock, no par value, 100,000 shares authorized; 41,339 and 42,171 shares issued and outstanding	1			1
Accumulated other comprehensive loss	(6,880		)	(11,433		)
Retained earnings	550,652			536,611
Total shareholders’ equity	543,773			525,179
Total liabilities and shareholders’ equity	$	1,132,350		$	1,130,445

See accompanying notes to consolidated financial statements

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TRUEBLUE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)



	Thirteen weeks ended						Thirty-nine weeks ended
(in thousands, except per share data)\	October 1, 2017			September 23, 2016			October 1, 2017			September 23, 2016
Revenue from services	$	660,780		$	697,097		$	1,839,146		$	2,015,689
Cost of services	488,761			518,702			1,372,418			1,516,858
Gross profit	172,019			178,395			466,728			498,831
Selling, general and administrative expense	131,552			134,679			378,150			401,090
Depreciation and amortization	11,189			11,690			34,650			34,673
Goodwill and intangible asset impairment charge	—			4,275			—			103,544
Income (loss) from operations	29,278			27,751			53,928			(40,476		)
Interest expense	(1,365		)	(1,721		)	(3,893		)	(5,430		)
Interest and other income	1,146			854			3,903			2,657
Interest and other income (expense), net	(219		)	(867		)	10			(2,773		)
Income (loss) before tax expense	29,059			26,884			53,938			(43,249		)
Income tax expense (benefit)	7,838			3,455			14,909			(9,911		)
Net income (loss)	$	21,221		$	23,429		$	39,029		$	(33,338	)

Net income (loss) per common share:
Basic	$	0.52		$	0.56		$	0.94		$	(0.80	)
Diluted	$	0.51		$	0.56		$	0.94		$	(0.80	)

Weighted average shares outstanding:
Basic	41,046			41,762			41,420			41,651
Diluted	41,276			42,056			41,671			41,651

Other comprehensive income:
Foreign currency translation adjustment	$	1,143		$	1,247		$	3,483		$	3,341
Unrealized gain on investments, net of tax	424			784			1,070			946
Total other comprehensive income, net of tax	1,567			2,031			4,553			4,287
Comprehensive income (loss)	$	22,788		$	25,460		$	43,582		$	(29,051	)

See accompanying notes to consolidated financial statements

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TRUEBLUE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



	Thirty-nine weeks ended
(in thousands)	October 1, 2017			September 23, 2016
Cash flows from operating activities:
Net income (loss)	$	39,029		$	(33,338	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	34,650			34,673
Goodwill and intangible asset impairment charge	—			103,544
Provision for doubtful accounts	6,321			6,361
Stock-based compensation	6,161			7,443
Deferred income taxes	4,890			(23,874		)
Other operating activities	2,563			5,603
Changes in operating assets and liabilities, net of effects of acquisition of business:
Accounts receivable	(34,198		)	102,722
Income tax receivable	12,788			4,018
Other assets	6,306			(3,563		)
Accounts payable and other accrued expenses	(784		)	(3,764		)
Accrued wages and benefits	(176		)	(3,254		)
Workers’ compensation claims reserve	1,985			11,938
Other liabilities	1,086			4,740
Net cash provided by operating activities	80,621			213,249
Cash flows from investing activities:
Capital expenditures	(16,303		)	(17,766		)
Acquisition of business	—			(71,863		)
Change in restricted cash and cash equivalents	8,623			732
Purchases of restricted investments	(36,015		)	(35,940		)
Maturities of restricted investments	15,042			12,273
Net cash used in investing activities	(28,653		)	(112,564		)
Cash flows from financing activities:
Purchases and retirement of common stock	(29,371		)	—
Net proceeds from stock option exercises and employee stock purchase plans	1,179			1,183
Common stock repurchases for taxes upon vesting of restricted stock	(2,956		)	(2,692		)
Net change in Revolving Credit Facility	(1,099		)	(104,586		)
Payments on debt	(1,700		)	(1,700		)
Payment of contingent consideration at acquisition date fair value	(18,300		)	—
Other	—			20
Net cash used in financing activities	(52,247		)	(107,775		)
Effect of exchange rate changes on cash and cash equivalents	364			2,090
Net change in cash and cash equivalents	85			(5,000		)
Cash and cash equivalents, beginning of period	34,970			29,781
Cash and cash equivalents, end of period	$	35,055		$	24,781
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
Interest	$	2,612		$	3,071
Income taxes	(2,972		)	8,801
Non-cash transactions:
Property, plant, and equipment purchased but not yet paid	2,863			2,244
Non-cash acquisition adjustments	—			3,783

See accompanying notes to consolidated financial statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial statement preparation

The accompanying unaudited consolidated financial statements (“financial statements”) of TrueBlue, Inc. (the “Company,” “TrueBlue,” “we,” “us,” and “our”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures usually found in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial statements reflect all adjustments which, in the opinion of management, are necessary to fairly state the financial statements for the interim periods presented. We follow the same accounting policies for preparing both quarterly and annual financial statements.

These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017 . The results of operations for the thirty-nine weeks ended October 1, 2017 , are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period.

Goodwill and indefinite-lived intangible assets

We evaluate goodwill and indefinite-lived intangible assets for impairment on an annual basis as of the first day of our second fiscal quarter, and more frequently if an event occurs or circumstances change that would indicate impairment may exist. These events or circumstances could include a significant change in the business climate,operating performance indicators, competition, customer engagement, legal factors, or sale or disposition of a significant portion of a reporting unit. We monitor the existence of potential impairment indicators throughout the fiscal year.

Based on our annual goodwill impairment test performed as of the first day of our second fiscal quarter, all reporting units’ fair values were substantially in excess of their respective carrying values. We consider a reporting unit’s fair value to be substantially in excess of its carrying value at a 20% premium or greater. Accordingly, no impairment loss was recognized for the thirty-nine weeks ended October 1, 2017 . Based on our test performed in the prior year, we recorded a goodwill impairment charge of $65.9 million for the thirty-nine weeks ended September 23, 2016 .

We performed our annual indefinite-lived intangible asset impairment test as of the first day of our second fiscal quarter and determined that the estimated fair values exceeded the carrying amounts for both of our indefinite-lived trade names. Accordingly, no impairment loss was recognized for the thirty-nine weeks ended October 1, 2017 . Based on our test performed in the prior year, we recorded an impairment charge of $4.5 million for the thirty-nine weeks ended September 23, 2016 .

Acquired intangible assets and other long-lived assets

We generally record acquired intangible assets that have finite useful lives, such as customer relationships and trade names/trademarks, in connection with business combinations. We review intangible assets that have finite useful lives and other long-lived assets whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable. Based on our review there was no impairment loss recognized for the thirty-nine weeks ended October 1, 2017 . In the prior year, we recorded an impairment to our acquired trade names/trademarks intangible assets of $4.3 million during the thirteen weeks ended September 23, 2016 , and also recorded an impairment to our customer relationships intangible assets of $28.9 million during the first half of fiscal 2016.

Stock repurchases

During the thirteen weeks ended October 1, 2017, we repurchased the remaining $13.9 million available under our $75.0 million share repurchase program. Under this program we repurchased and retired 4.8 million shares of our common stock at an average share price of $15.52 , which excludes commissions. On September 15, 2017, our Board of Directors authorized a $100 million share repurchase program of our outstanding common stock. The share repurchase program does not obligate us to acquire any particular amount of common stock and does not have an expiration date. There have been no repurchases under this new program during the thirteen weeks ended October 1, 2017 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently adopted accounting standards

In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance to simplify the subsequent measurement of goodwill by eliminating the requirement to perform a Step 2 impairment test to compute the implied fair value of goodwill. Instead, companies will only compare the fair value of a reporting unit to its carrying value (Step 1) and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized may not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This amended guidance is effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We early adopted this guidance for our fiscal 2017 annual impairment test. The adoption of the new standard did not have any impact to our consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In May 2017, the FASB issued guidance to provide clarity and reduce diversity in practice when accounting for a change to the terms or conditions of share-based payment awards. The objective is to reduce the scope of transactions that would require modification accounting. Disclosure requirements remain unchanged. This amended guidance is effective for fiscal years and interim periods beginning after December 15, 2017 (Q1 2018 for TrueBlue), with early adoption permitted. We plan to adopt this guidance on the effective date and do not expect the adoption to have a material impact on our financial statements.

In November 2016, the FASB issued guidance to amend the presentation of restricted cash and restricted cash equivalents on the statement of cash flows. The standard requires restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This amended guidance is effective for fiscal years and interim periods beginning after December 15, 2017 (Q1 2018 for TrueBlue), with early adoption permitted. We plan to adopt this guidance on the effective date. Changes in restricted cash and cash equivalents recorded in cash flows from investing were $8.6 million and $0.7 million for the thirty-nine weeks ended October 1, 2017 and September 23, 2016 , respectively.

In October 2016, FASB issued guidance on the accounting for income tax effects of intercompany sales or transfers of assets other than inventory. The guidance requires entities to recognize the income tax impact of an intra-entity sale or transfer of an asset other than inventory when the sale or transfer occurs, rather than when the asset has been sold to an outside party. This guidance is effective for fiscal years and interim periods beginning after December 15, 2017 (Q1 2018 for TrueBlue), with early adoption permitted. The guidance will require a modified retrospective application with a cumulative catch-up adjustment to opening retained earnings. We plan to adopt this guidance on the effective date and do not expect the adoption to have a material impact on our financial statements.

In August 2016, the FASB issued guidance relating to how certain cash receipts and cash payments should be presented and classified in the statement of cash flows. The update is intended to reduce the existing diversity in practice. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 (Q1 2018 for TrueBlue), with early adoption permitted, including adoption in an interim period. The adoption should be applied using the retrospective transition method, if practicable. We plan to adopt this guidance on the effective date and do not expect the adoption to have a material impact on our financial statements.

In June 2016, the FASB issued guidance on accounting for credit losses on financial instruments. This guidance sets forth a current expected credit loss model, which requires measurement of all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and some off-balance sheet exposures, as well as trade account receivables. This guidance is effective for fiscal years beginning after December 15, 2019 (Q1 2020 for TrueBlue) with early adoption permitted no sooner than Q1 2019. A modified retrospective approach is required for all investments, except debt securities for which an other-than-temporary impairment had been recognized prior to the effective date, which will require a prospective transition approach. We plan to adopt this guidance on the effective date and are currently assessing the impact of the adoption of this guidance on our financial statements.

In February 2016, the FASB issued guidance on lease accounting. The new guidance will continue to classify leases as either finance or operating and will result in the lessee recognizing a right-of-use asset and a corresponding lease liability on its balance sheet with classification affecting the pattern of expense recognition in the statement of income. This guidance is effective for annual and interim periods beginning after December 15, 2018 (Q1 2019 for TrueBlue), and early adoption is permitted. A modified

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

retrospective approach is required for all leases existing or entered into after the beginning of the earliest comparative period in the consolidated financial statements. We plan to adopt the guidance on the effective date. We are currently evaluating the impact of this guidance on our financial statements and expect that, upon adoption, a majority of our operating lease commitments will be recognized on our Consolidated Balance Sheets as operating lease liabilities and right-of-use assets. We do not expect the adoption to have a material impact on the pattern of expense recognition in our Consolidated Statements of Operations and Comprehensive Income.

In January 2016, the FASB issued guidance on the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The guidance is effective for annual and interim periods beginning after December 15, 2017 (Q1 2018 for TrueBlue). Early adoption of the amendments in the guidance is not permitted, with limited exceptions, and should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We plan to adopt the guidance on the effective date. We do not expect the adoption to have a material impact on our consolidated financial statements.

In May 2014, the FASB issued guidance outlining a single comprehensive model for accounting for revenue arising from contracts with customers, which supersedes the current revenue recognition guidance. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations to customers and significant judgments in measurement and recognition. The guidance 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 as well as assets recognized from costs incurred to obtain or fulfill a contract. The guidance provides two methods of initial adoption: retrospective for all periods presented (full retrospective), or a cumulative adjustment in the year of adoption (modified retrospective). Since the issuance of the original standard, the FASB has issued several other subsequent updates including the following: 1) clarification of the implementation guidance on principal versus agent considerations; 2) further guidance on identifying performance obligations in a contract as well as clarifications on the licensing implementation guidance; and 3) additional guidance and practical expedients in response to identified implementation issues. The effective date is for annual and interim periods beginning after December 15, 2017 (Q1 2018 for TrueBlue). We expect to adopt the guidance using the modified retrospective approach.

We established a cross-functional implementation team consisting of representatives from our business segments and various departments. We utilized a bottoms-up approach to analyze the impact of the standard on our various revenue streams by reviewing our current contracts with customers, accounting policies, and business practices to identify potential differences that would result from applying the requirements of the new standard. We are in the process of making appropriate changes to our business processes, and controls to support recognition and disclosure under the new standard. We are substantially complete with our evaluation of the potential impact that adopting the new standard will have on our financial statements. Revenue from substantially all of our contracts with customers will continue to be recognized over time as services are rendered. We do not anticipate the adoption of this guidance will have a material impact on our financial reporting other than expanded disclosures.

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Subsequent events

We evaluated events and transactions occurring after the balance sheet date through the date the financial statements were issued, and identified no other events that were subject to recognition or disclosure.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2:	FAIR VALUE MEASUREMENT

Our assets and liabilities measured at fair value on a recurring basis consisted of the following:



	October 1, 2017
(in thousands)	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents (1)	$	35,055	$	35,055	$	—	$	—
Restricted cash and cash equivalents (1)	59,788		59,788		—		—
Other restricted assets (2)	21,115		21,115		—		—
Restricted investments classified as held-to-maturity	165,053		—		165,053		—



	January 1, 2017
(in thousands)	Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents (1)	$	34,970	$	34,970	$	—	$	—
Restricted cash and cash equivalents (1)	67,751		67,751		—		—
Other restricted assets (2)	16,925		16,925		—		—
Restricted investments classified as held-to-maturity	145,953		—		145,953		—

Financial liabilities:
Contingent consideration (3)	21,600		—		—		21,600


(1)	Cash equivalents and restricted cash equivalents consist of money market funds, deposits, and investments with original maturities of three months or less.


(2)	Other restricted assets primarily consist of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities.


(3)	The estimated fair value of the contingent consideration associated with the acquisition of SIMOS Insourcing Solutions Corporation (“SIMOS”), which was estimated using a probability-adjusted discounted cash flow model.

The following table presents the change in the estimated fair value of our liability for contingent consideration measured using significant unobservable inputs (Level 3) for the thirty-nine weeks ended October 1, 2017 :



(in thousands)
Fair value measurement at beginning of period	$	21,600
Accretion on contingent consideration	900
Payment of contingent consideration	(22,500		)
Fair value measurement at end of period	$	—

During the second quarter of 2017, we paid $22.5 million relating to the contingent consideration associated with our acquisition of SIMOS. The purchase price fair value of the contingent consideration of $18.3 million is reflected in cash flows used in financing activities and the remaining balance of $4.2 million is recognized in cash flows used in operating activities as a decrease in Other assets and liabilities.

The preliminary achievement of the defined performance milestone occurred in the fourth quarter of 2016; however, the final determination was subject to a verification period through the payout date in the second quarter of 2017. Amortization of the present value discount was recorded in Interest expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

There were no material transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the thirty-nine weeks ended October 1, 2017 or September 23, 2016 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3:	RESTRICTED CASH AND INVESTMENTS

Restricted cash and investments consist principally of collateral that has been provided or pledged to insurance carriers for workers’ compensation and state workers’ compensation programs. Our insurance carriers and certain state workers’ compensation programs require us to collateralize a portion of our workers’ compensation obligation. The collateral typically takes the form of cash and cash equivalents and highly rated investment grade securities, primarily in debt and asset-backed securities. The majority of our collateral obligations are held in a trust at the Bank of New York Mellon (“Trust”). Our investments have not resulted in any other-than-temporary impairments for the thirteen and thirty-nine weeks ended October 1, 2017 .

The following is a summary of our restricted cash and investments:



(in thousands)	October 1, 2017		January 1, 2017
Cash collateral held by insurance carriers	$	29,122	$	34,910
Cash and cash equivalents held in Trust	30,666		32,841
Investments held in Trust	163,270		146,517
Other (1)	21,115		16,925
Total restricted cash and investments	$	244,173	$	231,193


(1)	Primarily consists of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities.

The following tables present fair value disclosures for our held-to-maturity investments, which are carried at amortized cost:



	October 1, 2017
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Municipal debt securities	$	76,373	$	1,561	$	(233	)	$	77,701
Corporate debt securities	81,395		572		(166		)	81,801
Agency mortgage-backed securities	4,502		36		(13		)	4,525
U.S. government and agency securities	1,000		26		—			1,026
	$	163,270	$	2,195	$	(412	)	$	165,053



	January 1, 2017
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Municipal debt securities	$	71,618	$	443	$	(865	)	$	71,196
Corporate debt securities	68,934		212		(352		)	68,794
Agency mortgage-backed securities	5,965		30		(32		)	5,963
	$	146,517	$	685	$	(1,249	)	$	145,953

The amortized cost and fair value by contractual maturity of our held-to-maturity investments are as follows:



	October 1, 2017
(in thousands)	Amortized Cost		Fair Value
Due in one year or less	$	16,796	$	16,816
Due after one year through five years	83,156		83,764
Due after five years through ten years	63,318		64,473
	$	163,270	$	165,053

Actual maturities may differ from contractual maturities because the issuers of certain debt securities have the right to call or prepay their obligations without penalty. We have no significant concentrations of counterparties in our held-to-maturity investment portfolio.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4: WORKERS’ COMPENSATION INSURANCE AND RESERVES

We provide workers’ compensation insurance for our temporary and permanent employees. The majority of our current workers’ compensation insurance policies cover claims for a particular event above a $2.0 million deductible limit, on a “per occurrence” basis. This results in our being substantially self-insured.

Our workers’ compensation reserve for claims below the deductible limit is discounted to its estimated net present value using discount rates based on average returns of “risk-free” U.S. Treasury instruments available during the year in which the liability was incurred. The weighted average discount rate was 1.6% at October 1, 2017 and January 1, 2017 . Payments made against self-insured claims are made over a weighted average period of approximately 4.5 years at October 1, 2017 .

The table below presents a reconciliation of the undiscounted workers’ compensation reserve to the discounted workers’ compensation reserve for the periods presented ( in thousands ):



(in thousands)	October 1, 2017		January 1, 2017
Undiscounted workers’ compensation reserve	$	295,969	$	292,169
Less discount on workers’ compensation reserve	16,634		14,818
Workers' compensation reserve, net of discount	279,335		277,351
Less current portion	76,406		79,126
Long-term portion	$	202,929	$	198,225

Payments made against self-insured claims were $48.2 million and $55.6 million for the thirty-nine weeks ended October 1, 2017 and September 23, 2016 , respectively.

Our workers’ compensation reserve includes estimated expenses related to claims above our self-insured limits (“excess claims”), and we record a corresponding receivable for the insurance coverage on excess claims based on the contractual policy agreements we have with insurance carriers. We discount this reserve and corresponding receivable to its estimated net present value using the discount rates based on average returns of “risk-free” U.S. Treasury instruments available during the year in which the liability was incurred. The claim payments are made and the corresponding reimbursements from our insurance carriers are received over an estimated weighted average period of approximately 15 years. The discounted workers’ compensation reserve for excess claims was $50.7 million and $52.9 million as of October 1, 2017 and January 1, 2017 , respectively. The discounted receivables from insurance companies, net of valuation allowance, were $45.7 million and $48.9 million as of October 1, 2017 and January 1, 2017 , respectively, and are included in Other assets, net on the accompanying Consolidated Balance Sheets.

Workers’ compensation expense of $22.1 million and $23.4 million was recorded in Cost of services for the thirteen weeks ended October 1, 2017 and September 23, 2016 , respectively. Workers’ compensation expense of $64.2 million and $72.1 million was recorded in Cost of services for the thirty-nine weeks ended October 1, 2017 and September 23, 2016 , respectively.


NOTE 5:	COMMITMENTS AND CONTINGENCIES

Workers’ compensation commitments

We have provided our insurance carriers and certain states with commitments in the form and amounts listed below:



(in thousands)	October 1, 2017		January 1, 2017
Cash collateral held by workers’ compensation insurance carriers	$	28,343	$	28,066
Cash and cash equivalents held in Trust	30,666		32,841
Investments held in Trust	163,270		146,517
Letters of credit (1)	7,748		7,982
Surety bonds (2)	19,524		20,440
Total collateral commitments	$	249,551	$	235,846


(1)	We have agreements with certain financial institutions to issue letters of credit as collateral.


(2)	Our surety bonds are issued by independent insurance companies on our behalf and bear annual fees based on a percentage of the bond, which are determined by each independent surety carrier. These fees do not exceed 2.0% of the bond amount, subject to a minimum charge.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The terms of these bonds are subject to review and renewal every one to four years and most bonds can be canceled by the sureties with as little as 60 days’ notice.

Legal contingencies and developments

We are involved in various proceedings arising in the normal course of conducting business. We believe the liabilities included in our financial statements reflect the probable loss that can be reasonably estimated. The resolution of those proceedings is not expected to have a material effect on our results of operations or financial condition.


NOTE 6:	INCOME TAXES

Our tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes we make a cumulative adjustment. Our quarterly tax provision and our quarterly estimate of our annual effective tax rate are subject to variation due to several factors, including variability in accurately predicting our pre-tax and taxable income and loss by jurisdiction, tax credits, audit developments, changes in law, regulations and administrative practices, and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can be more or less volatile based on the amount of pre-tax income. For example, the impact of discrete items, tax credits, and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. Except as required under U.S. tax law, we do not provide for U.S. taxes on undistributed earnings of our foreign subsidiaries since we consider those earnings to be permanently invested outside of the U.S.

Our effective tax rate for the thirty-nine weeks ended October 1, 2017 was 27.6% . The difference between the statutory federal income tax rate of 35.0% and our effective income tax rate results primarily from the federal Work Opportunity Tax Credit. This tax credit is designed to encourage employers to hire workers from certain targeted groups with higher than average unemployment rates. Other differences between the statutory federal income tax rate of 35.0% and our effective tax rate result from state and foreign income taxes, certain non-deductible expenses, tax exempt interest, and tax effects of share based compensation.


NOTE 7:	NET INCOME (LOSS) PER SHARE

Diluted common shares were calculated as follows:



	Thirteen weeks ended				Thirty-nine weeks ended
(in thousands, except per share amounts)	October 1, 2017		September 23, 2016		October 1, 2017		September 23, 2016
Net income (loss)	$	21,221	$	23,429	$	39,029	$	(33,338	)

Weighted average number of common shares used in basic net income (loss) per common share	41,046		41,762		41,420		41,651
Dilutive effect of non-vested restricted stock	230		294		251		—
Weighted average number of common shares used in diluted net income (loss) per common share	41,276		42,056		41,671		41,651
Net income (loss) per common share:
Basic	$	0.52	$	0.56	$	0.94	$	(0.80	)
Diluted	$	0.51	$	0.56	$	0.94	$	(0.80	)

Anti-dilutive shares	354		302		388		521

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8:	ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in the balance of each component of accumulated other comprehensive loss during the reporting periods were as follows:



	Thirteen weeks ended
	October 1, 2017								September 23, 2016
(in thousands)	Balance at beginning of period			Current period other comprehensive income		Balance at end of period			Balance at beginning of period			Current period other comprehensive income		Balance at end of period
Foreign currency translation adjustment	$	(9,344	)	$	1,143	$	(8,201	)	$	(11,420	)	$	1,247	$	(10,173	)
Unrealized gain (loss) on investments (1)	897			424		1,321			(337		)	784		447
Total other comprehensive income (loss), net of tax	$	(8,447	)	$	1,567	$	(6,880	)	$	(11,757	)	$	2,031	$	(9,726	)



	Thirty-nine weeks ended
	October 1, 2017								September 23, 2016
(in thousands)	Balance at beginning of period			Current period other comprehensive income		Balance at end of period			Balance at beginning of period			Current period other comprehensive income		Balance at end of period
Foreign currency translation adjustment	$	(11,684	)	$	3,483	$	(8,201	)	$	(13,514	)	$	3,341	$	(10,173	)
Unrealized gain (loss) on investments (1)	251			1,070		1,321			(499		)	946		447
Total other comprehensive income (loss), net of tax	$	(11,433	)	$	4,553	$	(6,880	)	$	(14,013	)	$	4,287	$	(9,726	)


(1)	Consists of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities. The tax impact on unrealized gain (loss) on available-for-sale securities was de minimis for the thirteen and thirty-nine weeks ended October 1, 2017 and September 23, 2016 , respectively.

There were no material reclassifications out of accumulated other comprehensive loss during the thirteen weeks ended October 1, 2017 or September 23, 2016 , nor during the thirty-nine weeks ended October 1, 2017 or September 23, 2016 .


NOTE 9:	SEGMENT INFORMATION

Commencing in the fourth quarter of 2016, we changed our internal reporting structure to better align our operations with customer needs and how our chief operating decision maker, our Chief Executive Officer, currently evaluates financial results to determine resource allocation and assess performance. As a result of this change, our former Staffing Services reportable segment has been separated into two reportable segments, PeopleReady and PeopleManagement, and our former Managed Services reportable segment has been renamed PeopleScout. In addition, we changed our methodology for allocating certain corporate costs to our segments, which decreased our corporate unallocated expenses. The prior year amounts have been recast to reflect this change for consistency purposes.

Our service lines, which are our operating segments, and our reportable segments are described below:

Our PeopleReady reportable segment provides blue-collar contingent staffing through the PeopleReady service line. PeopleReady provides on-demand and skilled labor in the retail, manufacturing, warehousing, logistics, energy, construction, hospitality, and other industries.

Our PeopleManagement reportable segment provides primarily on-premise contingent staffing and on-premise management of those contingent staffing services through the following operating segments, which we aggregated into one reportable segment in accordance with U.S. GAAP:


•	Staff Management \| SMX : Exclusive recruitment and on-premise management of a facility’s contingent industrial workforce;


•	SIMOS Insourcing Solutions : On-premise management and recruitment of warehouse/distribution operations;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


•	Centerline Drivers : Recruitment and management of temporary and dedicated drivers to the transportation and distribution industries; and


•	PlaneTechs : Recruitment and on-premise management of skilled mechanics and technicians to the aviation and transportation industries.

Our PeopleScout reportable segment provides high-volume permanent employee recruitment process outsourcing and management of outsourced labor service providers through the following operating segments, which we aggregated into one reportable segment in accordance with U.S. GAAP:


•	PeopleScout : Outsourced recruitment of permanent employees on behalf of clients; and


•	PeopleScout MSP : Management of multiple third party staffing vendors on behalf of clients.

We have two primary measures of segment performance: revenue from services and segment earnings before interest, taxes, depreciation and amortization (“Segment EBITDA”). Segment EBITDA includes net sales to third parties, related cost of sales, selling, general and administrative expenses, and goodwill and intangible impairment charges directly attributable to the reportable segment together with certain allocated corporate general and administrative expenses. Segment EBITDA excludes unallocated corporate general and administrative expenses.

The following table presents a reconciliation of segment revenue from services to total company revenue:



	Thirteen weeks ended				Thirty-nine weeks ended
(in thousands)	October 1, 2017		September 23, 2016		October 1, 2017		September 23, 2016
Revenue from services:
PeopleReady	$	414,995	$	435,783	$	1,118,331	$	1,198,067
PeopleManagement	196,835		216,834		581,408		682,605
PeopleScout	48,950		44,480		139,407		135,017
Total Company	$	660,780	$	697,097	$	1,839,146	$	2,015,689

The following table presents a reconciliation of Segment EBITDA to income (loss) before tax expense:



	Thirteen weeks ended						Thirty-nine weeks ended
(in thousands)	October 1, 2017			September 23, 2016			October 1, 2017			September 23, 2016
Segment EBITDA (1):
PeopleReady	$	28,572		$	34,100		$	57,448		$	75,198
PeopleManagement	6,940			3,520			18,759			(70,218		)
PeopleScout	10,277			8,358			29,071			12,527
	45,789			45,978			105,278			17,507
Corporate unallocated	(5,322		)	(6,537		)	(16,700		)	(23,310		)
Depreciation and amortization	(11,189		)	(11,690		)	(34,650		)	(34,673		)
Income (loss) from operations	29,278			27,751			53,928			(40,476		)
Interest and other income (expense), net	(219		)	(867		)	10			(2,773		)
Income (loss) before tax expense	$	29,059		$	26,884		$	53,938		$	(43,249	)


(1)	Segment EBITDA was previously referred to as segment income (loss) from operations. This change had no impact on the amounts reported.

Asset information by reportable segment is not presented since we do not manage our segments on a balance sheet basis.

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Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

COMMENT ON FORWARD LOOKING STATEMENTS

Certain statements in this Form 10-Q, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “goal,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied in our forward-looking statements, including the risks and uncertainties described in “Risk Factors” (Part II, Item 1A of this Form 10-Q), “Quantitative and Qualitative Disclosures about Market Risk” (Part I, Item 3 of this Form 10-Q), and “Management’s Discussion and Analysis” (Part I, Item 2 of this Form 10-Q). We undertake no duty to update or revise publicly any of the forward-looking statements after the date of this report or to conform such statements to actual results or to changes in our expectations, whether because of new information, future events, or otherwise.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide the reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect future results. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the fiscal year ended January 1, 2017 . MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to our financial statements.

OVERVIEW

TrueBlue, Inc. (the “Company,” “TrueBlue,” “we,” “us,” and “our”) is a leading provider of specialized workforce solutions that help our customers create growth, improve efficiency, and increase reliability. Our workforce solutions meet customers’ needs for a reliable, efficient workforce in a wide variety of industries.

We report our business as three distinct segments: PeopleReady, PeopleManagement, and PeopleScout. See Note 9: Segment Information , to our Consolidated Financial Statements found in Item 1 of this Quarterly Report on Form 10-Q, for additional details of our service lines and reportable segments.

•

PeopleReady is our branch-based blue-collar industrial staffing service. PeopleReady provides a wide range of staffing solutions for contingent, on-demand, general and skilled labor to a broad range of industries that include retail, manufacturing, warehousing, logistics, energy, construction, hospitality, and others. PeopleReady helped approximately 122,000 businesses in 2016 to be more productive by providing easy access to dependable contingent labor. Additionally, we connected over 414,000 people with work in 2016. At the end of the third quarter of fiscal 2017, we had a network of 628 branches across all 50 states, Puerto Rico, and Canada.

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•

PeopleManagement predominantly encompasses our on-site placement and management services and provides a wide range of workforce management solutions for blue-collar, contingent, on-premise staffing and management of a facility’s workforce. We use distinct brands to market our PeopleManagement contingent workforce solutions and operate as Staff Management | SMX (“Staff Management”), SIMOS Insourcing Solutions (“SIMOS”), PlaneTechs, and Centerline Drivers. Staff Management specializes in exclusive recruitment and on-premise management of a facility’s contingent industrial workforce. SIMOS specializes in exclusive recruitment and on-premise management of warehouse/distribution operations to meet the growing demand for e-commerce and scalable supply chain solutions. PlaneTechs specializes in recruitment and on-premise management of temporary skilled mechanics and technicians to the aviation and transportation industries. Centerline Drivers specializes in dedicated and temporary truck drivers to the transportation and distribution industries. PeopleManagement helped approximately 900 businesses in 2016 to be more productive by providing easy access to dependable blue-collar contingent workforce solutions. Additionally, we connected over 133,000 people with work in 2016. At the end of the third quarter of fiscal 2017, we had 233 on-premise locations at customers’ facilities.

•

PeopleScout provides outsourced recruitment for permanent employees for all major industries and jobs. Our dedicated recruitment process outsourcing service delivery teams work as an integrated partner with our clients in providing end-to-end talent acquisition services from sourcing candidates to on-boarding employees. In 2016, PeopleScout placed over 268,000 individuals into permanent jobs with 200 clients. Our PeopleScout segment also includes a management service provider business, which provides clients with improved quality and spend management of their contingent labor vendors.

Third Quarter of Fiscal 2017 Highlights

Revenue from services

Total company revenue declined to $661 million for the thirteen weeks ended October 1, 2017 , a 5.2% decrease compared to the same period in the prior year due primarily to lower volumes for staffing services within our PeopleReady business and with our former largest customer, Amazon, in our PeopleManagement business. Excluding this customer, total company revenue declined 2.4% from the same period in the prior year.

We saw improvement in our year-over-year monthly revenue trends for the thirteen weeks ended October 1, 2017 . We exited the third quarter of fiscal 2017 with a year-over-year decline of 2.5% for the fiscal month of September 2017, as compared to exiting the second quarter of fiscal 2017 with a year-over-year decline of 8.7% for the fiscal month of June 2017. The improving monthly results were due to better underlying trends across all of our segments.

PeopleReady revenue from services

PeopleReady staffing services declined to $415 million for the thirteen weeks ended October 1, 2017 , a 4.8% decrease compared to the same period in the prior year. The decline was primarily due to weakness in residential construction and manufacturing. However, this decline was partially offset by an increase in revenue of approximately 1% related to the recent hurricanes and improvements in our service-based, hospitality, and retail businesses.

We saw improvement to our year-over-year monthly revenue trends for the thirteen weeks ended October 1, 2017 . We exited the third quarter of fiscal 2017 with a year-over-year decline of 1.0% for the fiscal month of September 2017, as compared to exiting the second quarter of fiscal 2017 with a year-over-year decline of 8.9% for the fiscal month of June 2017. The improving year-over-year monthly results were due to better underlying trends across all of the industries we serve, except manufacturing.

Wage growth has accelerated due to various minimum wage increases and a need for higher wages to attract talent in tight labor markets. We have increased bill rates for the higher wages, payroll burdens, and our traditional mark-up. While we believe our pricing strategy is the right long-term decision, these actions impact our revenue trends in the near term.

PeopleReady performance continues to be impacted by temporary disruptions from operational changes related to our consolidation of Labor Ready, CLP Resources, and Spartan Staffing into one specialized workforce solutions service in order to create a more seamless experience for our customers to access all of our blue-color contingent on-demand general and skilled labor service offerings. We are actively working to complete the transition.

PeopleManagement revenue from services

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for the thirteen weeks ended October 1, 2017 , compared to the prior year period. Excluding this customer, PeopleManagement delivered growth of 0.3% for the thirteen weeks ended October 1, 2017 . This customer substantially insourced the recruitment and management of contingent labor for their warehouse fulfillment centers and distribution sites in the United States, commencing in the second quarter of fiscal 2016. Excluding this customer, revenue trends improved with modest increases in demand from existing and new customers supporting e-commerce.

PeopleScout revenue from services

PeopleScout revenue grew to $49 million for the thirteen weeks ended October 1, 2017 , a 10.0% increase compared to the same period in the prior year. The increase was primarily driven by new client wins and expanding our scope of services with existing clients.

Gross profit

Total company gross profit as a percentage of revenue for the thirteen weeks ended October 1, 2017 was 26.0% , compared to 25.6% in the same period in the prior year. The increase was primarily due to favorable mix with less revenue from our former largest customer, which carries a lower gross margin than the blended average, and additional efficiency gains in the sourcing and recruiting activities of PeopleScout as growth has accelerated.

Selling, general and administrative

Total company selling, general and administrative ("SG&A") expense decreased by $3 million to $132 million for the thirteen weeks ended October 1, 2017 , compared to the same period in the prior year. The prior year SG&A expense included approximately $3 million in costs incurred to exit the delivery business of our former largest customer and certain other realignment costs as well as incremental integration costs of $1 million to fully integrate the RPO business of Aon Hewitt into the PeopleScout service line. Excluding these costs, SG&A expense increased for the thirteen weeks ended October 1, 2017 , compared to the same period in the prior year. The increase is due primarily to the hurricane related damage and costs to mobilize resources for increased demand for staffing services. Total company SG&A expense as a percentage of revenue increased to 19.9% for the thirteen weeks ended October 1, 2017 , from 19.3% in the same period in the prior year, largely due to the decline in revenue outpacing the decline in expense. With the decline in revenues, we put in place cost control programs commencing in the prior year, which continued in the current year, and have reduced costs in line with our plans. We will continue to monitor and manage our SG&A costs.

Income from operations

Total company income from operations was $29 million , or 4.4% as a percent of revenue, for the thirteen weeks ended October 1, 2017 , compared to $28 million , or 4.0% in the same period in the prior year. The prior year included a goodwill and intangible impairment charge of $4 million . Excluding the prior year impairment charge, income from operations as a percent of revenue was 4.6% or a decline of 0.2%. This decline was primarily due to the decline in revenue outpacing improved gross profit and the decline in SG&A expenses.

Net income

Net income was $21 million , or $0.51 per diluted share for the thirteen weeks ended October 1, 2017 , compared to $23 million , or $0.56 per diluted share in the same period in the prior year. The decline was impacted by increased effective tax rate for the thirteen weeks ended October 1, 2017 as compared to the same period in the prior year. Our effective tax rate for the thirteen weeks ended October 1, 2017 was 27.0% compared to 12.9% in the same period in the prior year. A significant driver of fluctuations in our effective income tax rate is the Worker Opportunity Tax Credit ("WOTC") program. WOTC is designed to encourage employers to hire workers from certain disadvantaged targeted categories with higher unemployment rates. WOTC program benefits were higher than anticipated in the prior year due to additional credits from 2013 through 2015 wages.

Additional highlights

We believe we are taking the right steps to preserve our operating margin and produce long-term growth for shareholders. We also believe we are in a strong financial position to fund working capital needs for growth opportunities. As of October 1, 2017 , we had cash and cash equivalents of $35 million and $118 million available under the Second Amended and Restated Revolving Credit Agreement for a secured revolving credit facility ("Revolving Credit Facility") for total liquidity of $153 million .

During the thirteen weeks ended October 1, 2017 , we repurchased the remaining $14 million available under our prior share repurchase program. The total shares repurchased under our prior repurchase program was 4.8 million shares at an average price

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MANAGEMENT'S DISCUSSION AND ANALYSIS

per share of $15.52 , which excludes commissions. On September 15, 2017, our Board of Directors authorized a $100 million share repurchase program of our outstanding common stock. The share repurchase program does not obligate us to acquire any particular amount of common stock and does not have an expiration date. There have been no repurchases under this new program during the thirteen weeks ended October 1, 2017 .

RESULTS OF OPERATIONS

Total company results

The following table presents selected financial data:



	Thirteen weeks ended										Thirty-nine weeks ended
(in thousands, except percentages and per share amounts)	October 1, 2017			% of revenue		September 23, 2016			% of revenue		October 1, 2017			% of revenue		September 23, 2016			% of revenue
Revenue from services	$	660,780				$	697,097				$	1,839,146				$	2,015,689
Total revenue growth (decline) %	(5.2		)%			1.9		%			(8.8		)%			6.9		%

Gross profit	$	172,019		26.0	%	$	178,395		25.6	%	$	466,728		25.4	%	$	498,831		24.7	%
Selling, general and administrative expense	131,552			19.9	%	134,679			19.3	%	378,150			20.6	%	401,090			19.9	%
Depreciation and amortization	11,189			1.7	%	11,690			1.7	%	34,650			1.9	%	34,673			1.7	%
Goodwill and intangible asset impairment charge	—					4,275			0.6	%	—					103,544			5.1	%
Income (loss) from operations	29,278			4.4	%	27,751			4.0	%	53,928			2.9	%	(40,476		)	(2.0	)%
Interest and other income (expense), net	(219		)			(867		)			10					(2,773		)
Income (loss) before tax expense	29,059					26,884					53,938					(43,249		)
Income tax expense (benefit)	7,838					3,455					14,909					(9,911		)
Net income (loss)	$	21,221		3.2	%	$	23,429		3.4	%	$	39,029		2.1	%	$	(33,338	)	(1.7	)%
Net income (loss) per diluted share	$	0.51				$	0.56				$	0.94				$	(0.80	)

Revenue from services

Revenue from services by reportable segment was as follows:



	Thirteen weeks ended										Thirty-nine weeks ended
(in thousands, except percentages)	October 1, 2017		Decline %		Segment % of Total		September 23, 2016		Segment % of Total		October 1, 2017		Decline %		Segment % of Total		September 23, 2016		Segment % of Total
Revenue from services:
PeopleReady	$	414,995	(4.8	)%	62.8	%	$	435,783	62.5	%	$	1,118,331	(6.7	)%	60.8	%	$	1,198,067	59.4	%
PeopleManagement	196,835		(9.2	)%	29.8	%	216,834		31.1	%	581,408		(14.8	)%	31.6	%	682,605		33.9	%
PeopleScout	48,950		10.0	%	7.4	%	44,480		6.4	%	139,407		3.3	%	7.6	%	135,017		6.7	%
Total Company	$	660,780	(5.2	)%	100.0	%	$	697,097	100.0	%	$	1,839,146	(8.8	)%	100.0	%	$	2,015,689	100.0	%

Total company revenue declined to $661 million for the thirteen weeks ended October 1, 2017 , a 5.2% decrease compared to the same period in the prior year. Total company revenue declined to $1.8 billion for the thirty-nine weeks ended October 1, 2017 , an 8.8% decrease compared to the same period in the prior year. The decrease is primarily due to lower volumes for staffing services within our PeopleReady business and with our former largest customer, Amazon. Excluding this customer, total company revenue declined 2.4% for the thirteen weeks ended October 1, 2017 and 3.6% for the thirty-nine weeks ended October 1, 2017 .

PeopleReady

PeopleReady revenue declined to $415 million for the thirteen weeks ended October 1, 2017 , a 4.8% decrease compared to the same period in the prior year. Revenue declined to $1.1 billion for the thirty-nine weeks ended October 1, 2017 , a 6.7% decrease compared to the same period in the prior year. The decline was primarily due to weakness in residential construction and manufacturing.

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However, this decline was partially offset by an increase in revenue of approximately 1% related to the recent hurricanes and improvements in our service-based, hospitality, and retail businesses.

PeopleManagement

PeopleManagement revenue declined to $197 million for the thirteen weeks ended October 1, 2017 , a 9.2% decrease compared to the same period in the prior year. Revenue from our former largest customer declined by $20 million or 64.3% to $11 million for the thirteen weeks ended October 1, 2017 , compared to the prior year period. Excluding this customer, PeopleManagement delivered growth of 0.3% for the thirteen weeks ended October 1, 2017 . This customer substantially insourced the recruitment and management of contingent labor for their warehouse fulfillment centers and distribution sites in the United States, commencing in the second quarter of fiscal 2016. Excluding this customer, revenue trends improved with modest increases in demand from existing and new customers supporting e-commerce.

Revenue declined to $581 million for the thirty-nine weeks ended October 1, 2017 , a 14.8% decrease compared to the same period in the prior year. Revenue from our former largest customer declined by $108 million , or 78.6% for the thirty-nine weeks ended October 1, 2017 , compared to the prior year period. Excluding this customer, PeopleManagement delivered growth of 1.3% for the thirty-nine weeks ended October 1, 2017 .

PeopleScout

PeopleScout revenue grew to $49 million for the thirteen weeks ended October 1, 2017 , a 10.0% increase compared to the same period in the prior year. PeopleScout revenue grew to $139 million for the thirty-nine weeks ended October 1, 2017 , a 3.3% increase compared to the same period in the prior year. The increase was primarily driven by new client wins and expanding our scope of services with existing clients.

Gross profit

Gross profit was as follows:



	Thirteen weeks ended						Thirty-nine weeks ended
(in thousands, except percentages)	October 1, 2017			September 23, 2016			October 1, 2017			September 23, 2016
Gross profit	$	172,019		$	178,395		$	466,728		$	498,831
Percentage of revenue	26.0		%	25.6		%	25.4		%	24.7		%

Total company gross profit as a percentage of revenue for the thirty-nine weeks ended October 1, 2017 was 25.4% , compared to 24.7% in the same period in the prior year. The increase of 0.7% was primarily due to favorable mix with less revenue from our former largest customer, which carries a lower gross margin than the blended average, and additional efficiency gains in the sourcing and recruiting activities of PeopleScout as growth has accelerated.

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Selling, general and administrative expense

Selling, general and administrative ("SG&A") expense was as follows:



	Thirteen weeks ended						Thirty-nine weeks ended
(in thousands, except percentages)	October 1, 2017			September 23, 2016			October 1, 2017			September 23, 2016
Selling, general and administrative expense	$	131,552		$	134,679		$	378,150		$	401,090
Percentage of revenue	19.9		%	19.3		%	20.6		%	19.9		%

Total company selling, general and administrative ("SG&A") expense decreased by $3 million to $132 million for the thirteen weeks ended October 1, 2017 , compared to the same period in the prior year. The prior year SG&A expense included approximately $3 million in costs incurred to exit the delivery business of our former largest customer and certain other realignment costs as well as incremental integration costs of $1 million to fully integrate the RPO business of Aon Hewitt into the PeopleScout service line. Excluding these costs, SG&A increased for the thirteen weeks ended October 1, 2017 , compared to the same period in the prior year. The increase is due primarily to hurricane related damage and costs to mobilize resources for increased demand for staffing services. Total company SG&A expense as a percentage of revenue increased to 19.9% for the thirteen weeks ended October 1, 2017 , from 19.3% in the same period in the prior year, largely due to the decline in revenue outpacing the decline in expense. With the decline in revenues, we put in place cost control programs commencing in the prior year, which continued in the current year, and have reduced costs in line with our plans. We will continue to monitor and manage our SG&A costs.

Total company SG&A expense decreased by $23 million to $378 million for the thirty-nine weeks ended October 1, 2017 , compared to the same period in the prior year due to continued progress in managing costs. Total company SG&A expense as a percentage of revenue increased to 20.6% for the thirty-nine weeks ended October 1, 2017 , from 19.9% in the same period in the prior year. The rate at which revenue declines outpaced the decline in operating expenses has slowed with the success of our cost reduction programs.

Goodwill and Intangible Asset Impairment Charge

Goodwill and intangible asset impairment charge was as follows:



	Thirteen weeks ended					Thirty-nine weeks ended
(in thousands, except percentages)	October 1, 2017		September 23, 2016			October 1, 2017		September 23, 2016
Goodwill and intangible asset impairment charge	$	—	$	4,275		$	—	$	103,544
Percentage of revenue			0.6		%			5.1		%

The goodwill and intangible asset impairment charge in the prior year was primarily driven by a change in the scope of services with our former largest customer and other changes in our outlook reflecting changes to economic and industry conditions.

Depreciation and amortization

Depreciation and amortization was as follows:



	Thirteen weeks ended						Thirty-nine weeks ended
(in thousands, except percentages)	October 1, 2017			September 23, 2016			October 1, 2017			September 23, 2016
Depreciation and amortization	$	11,189		$	11,690		$	34,650		$	34,673
Percentage of revenue	1.7		%	1.7		%	1.9		%	1.7		%

Increased depreciation due to investments designed to further improve our efficiency and effectiveness in recruiting and retaining our contingent workers, and attracting and retaining customers was partially offset by a decline in amortization for the thirteen and thirty-nine weeks ended October 1, 2017 , respectively, due to the intangible asset impairment in the prior year.

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Income taxes

The income tax expense and the effective income tax rate were as follows:



	Thirteen weeks ended						Thirty-nine weeks ended
(in thousands, except percentages)	October 1, 2017			September 23, 2016			October 1, 2017			September 23, 2016
Income tax expense (benefit)	$	7,838		$	3,455		$	14,909		$	(9,911	)
Effective income tax rate	27.0		%	12.9		%	27.6		%	22.9		%

Our tax provision and our effective tax rate are subject to variation due to several factors, including variability in our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, tax credits, audit developments, changes in law, regulations and administrative practices, and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can be more or less volatile based on the amount of pre-tax income. For example, the impact of tax credits and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. Except as required under U.S. federal income tax law, we do not provide for U.S. federal income taxes on undistributed earnings of our foreign subsidiaries because we consider those earnings to be permanently invested outside of the United States.

A significant driver of fluctuations in our effective income tax rate is the Work Opportunity Tax Credit (“WOTC”). WOTC is designed to encourage hiring of workers from certain disadvantaged targeted categories, and is generally calculated as a percentage of wages over a twelve month period up to worker maximum by targeted category. Based on historical results and business trends, we estimate the amount of WOTC we expect to earn related to wages of the current year. However, the estimate is subject to variation because 1) a small percentage of our workers qualify for one or more of the many targeted categories; 2) the targeted categories are subject to different incentive credit rates and limitations; 3) credits fluctuate depending on economic conditions and qualified worker retention periods; and 4) state and federal offices can delay their credit certification processing and have inconsistent certification rates. We recognize additional prior year hiring credits if credits in excess of original estimates have been certified by government offices. WOTC was restored through December 31, 2019, as a result of the Protecting Americans from Tax Hikes Act of 2015, signed into law on December 18, 2015.

Our effective tax rate for the thirty-nine weeks ended October 1, 2017 and September 23, 2016 was 27.6% and 22.9% , respectively. We recognized discrete tax benefits from prior year(s) hiring credits of $0.9 million for the thirty-nine weeks ended October 1, 2017 , compared to $5.6 million for the same period in the prior year.

Changes to our effective tax rate as a result of hiring credits, impairment, and share based compensation were as follows:



	Thirteen weeks ended				Thirty-nine weeks ended
	October 1, 2017		September 23, 2016		October 1, 2017		September 23, 2016
Effective income tax rate without adjustments below	38.6	%	39.0	%	39.2	%	41.3	%
Hiring credits estimate from current year wages	(10.2	)	(14.0	)	(10.2	)	(14.0	)
Additional hiring credits from prior year wages	(1.4	)	(12.1	)	(1.7	)	(9.9	)
Tax effect of share based compensation	—		—		0.3		—
Goodwill and intangible asset impairment impact	—		—		—		5.5
Effective income tax rate	27.0	%	12.9	%	27.6	%	22.9	%

Segment performance

We realigned our reporting structure in the fourth quarter of fiscal 2016 to streamline our operations and make it easier for our customers to leverage our total workforce solution by using both our contingent work and permanent placement services. We now report our business as three distinct segments. Our former Staffing Services reportable segment was separated into two reportable segments, PeopleReady and PeopleManagement, and our former Managed Services reportable segment was renamed PeopleScout. In addition, we changed our methodology for allocating certain corporate costs to our segments, which decreased our corporate unallocated expenses. The prior year amounts have been recast to reflect this change for consistency.

A primary measure of segment performance, evaluated by our chief operating decision maker, to determine resource allocation and assess performance is segment earnings before interest, taxes, depreciation and amortization (“Segment EBITDA”). Segment EBITDA includes net sales to third parties, related cost of sales, selling, general and administrative expenses, and goodwill and intangible impairment charges directly attributable to the reportable segment together with certain allocated corporate general and administrative expenses. Segment EBITDA excludes unallocated corporate general and administrative expenses. See Note 9: Segment

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Information , to our Consolidated Financial Statements found in Item 1 of this Quarterly Report on Form 10-Q, for additional details of our service lines and reportable segments, as well as a reconciliation of Segment EBITDA to income (loss) before tax expense.

Segment EBITDA should not be considered a measure of financial performance in isolation or as an alternative to net income (loss) in the Consolidated Statements of Operations in accordance with accounting principles generally accepted in the United States of America, and may not be comparable to similarly titled measures of other companies.

PeopleReady segment performance was as follows:



	Thirteen weeks ended						Thirty-nine weeks ended
(in thousands, except for percentages)	October 1, 2017			September 23, 2016			October 1, 2017			September 23, 2016
Revenue from services	$	414,995		$	435,783		$	1,118,331		$	1,198,067
Segment EBITDA	28,572			34,100			57,448			75,198
Percentage of revenue	6.9		%	7.8		%	5.1		%	6.3		%

PeopleReady Segment EBITDA decreased to $29 million , or 6.9% of revenue for the thirteen weeks ended October 1, 2017 , compared to $34 million , or 7.8% of revenue in the same period in the prior year. PeopleReady Segment EBITDA decreased to $57 million , or 5.1% of revenue for the thirty-nine weeks ended October 1, 2017 , compared to $75 million , or 6.3% of revenue in the same period in the prior year. The revenue decline outpaced the cost control programs primarily due to the de-leveraging effect associated with the fixed costs in a branch network. Through disciplined pricing, we have passed through our normal mark-up on the increased costs for minimum wages, payroll taxes and benefits together with higher contingent worker wages in a tightening labor market. With the decline in revenue, we put in place cost control programs commencing in the prior year, which continue in the current year, and have reduced SG&A costs in line with our plans. We will continue to monitor and manage our SG&A costs.

PeopleManagement segment performance was as follows:



	Thirteen weeks ended						Thirty-nine weeks ended
(in thousands, except for percentages)	October 1, 2017			September 23, 2016			October 1, 2017			September 23, 2016
Revenue from services	$	196,835		$	216,834		$	581,408		$	682,605
Segment EBITDA	6,940			3,520			18,759			(70,218		)
Percentage of revenue	3.5		%	1.6		%	3.2		%	(10.3		)%

PeopleManagement Segment EBITDA increased to $7 million , or 3.5% of revenue for the thirteen weeks ended October 1, 2017 , compared to $4 million , or 1.6% of revenue in the same period in the prior year primarily due to a more favorable mix of less revenue from our former largest customer, which carried a lower gross margin than our blended average, and the results of a cost reduction program. Revenue from our former largest customer declined by $20 million , or 64.3% to $11 million for the thirteen weeks ended October 1, 2017 , from the same period in the prior year.

PeopleManagement Segment EBITDA increased to $19 million , or 3.2% of revenue for the thirty-nine weeks ended October 1, 2017 , compared to a loss of $70 million , or 10.3% of revenue in the same period in the prior year. The loss of $70 million for the thirty-nine weeks ended September 23, 2016 included a goodwill and intangible asset impairment charge of $84 million primarily driven by a change in the scope of services with our former largest customer. Excluding the goodwill and intangible asset impairment charge, Segment EBITDA as a percentage of revenue improved by 1.2% for the thirty-nine weeks ended September 23, 2016 . This improvement in Segment EBITDA as a percent of revenue was primarily due to a more favorable mix of less revenue from our former largest customer which carried a lower gross margin than our blended average, and the results of a cost reduction program. Revenue from our former largest customer declined by $108 million , or 78.6% to $29 million for the thirty-nine weeks ended October 1, 2017 , from the same period in the prior year.

PeopleScout segment performance was as follows:



	Thirteen weeks ended						Thirty-nine weeks ended
(in thousands, except for percentages)	October 1, 2017			September 23, 2016			October 1, 2017			September 23, 2016
Revenue from services	$	48,950		$	44,480		$	139,407		$	135,017
Segment EBITDA	10,277			8,358			29,071			12,527
Percentage of revenue	21.0		%	18.8		%	20.9		%	9.3		%

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PeopleScout Segment EBITDA increased to $10 million , or 21.0% of revenue for the thirteen weeks ended October 1, 2017 , compared to $8 million , or 18.8% of revenue for the same period in the prior year. The improved performance is due primarily to new client wins and expanding the scope of services with existing clients together with efficiency gains in the sourcing and recruiting activities.

PeopleScout Segment EBITDA grew to $29 million , or 20.9% of revenue for the thirty-nine weeks ended October 1, 2017 , compared to $13 million , or 9.3% of revenue for the same period in the prior year. The increases were primarily due to the goodwill and intangible asset impairment charge of $15 million in the prior period. Excluding the goodwill and intangible asset impairment charge, Segment EBITDA as a percentage of revenue was 20.5% for the thirty-nine weeks ended September 23, 2016 . The improved performance is due primarily to new client wins and expanding the scope of services with existing clients together with efficiency gains in the sourcing and recruiting activities.

FUTURE OUTLOOK

We have limited visibility into future demand for our services. However, we believe there is value in providing highlights of our expectations for future financial performance. The following highlights represent our expectations regarding operating trends for the remainder of fiscal 2017 . These expectations are subject to revision as our business changes with the overall economy.

•

Revenue has declined during the first three quarters of 2017 primarily due to the decrease in revenue from our former largest customer and weakness in the residential construction, manufacturing, and various other service industries in many of the geographies we serve. Within our staffing businesses, wage growth has accelerated due to various minimum wage increases and a need for higher wages to attract talent in tight labor markets. We have increased bill rates to compensate for the higher wages, payroll burdens, and our traditional mark-up. While we believe our pricing strategy is the right long-term decision, these actions impact our revenue trends in the near term. Additionally, we implemented cost reduction programs in the prior year which we continued in the current year to address revenue declines and preserve operating margin without sacrificing strategic initiatives to drive future growth. We will continue to monitor and manage our SG&A costs.

•

We have re-aligned our business around three distinct segments: PeopleReady, PeopleManagement, and PeopleScout. By simplifying our specialized service offerings and clarifying our branding structure, we have laid the foundation for expanding our cross-selling efforts. PeopleReady performance continues to be impacted by temporary disruptions from operational changes related to our consolidation of Labor Ready, CLP Resources, and Spartan Staffing into one specialized workforce solutions service in order to create a more seamless experience for our customers to access all of our blue-color contingent on-demand general and skilled labor service offerings. We are actively working to complete the transition. We are also sharpening our focus on strategic accounts, developing comprehensive account plans, and building institutional capacity to ingrain cross-selling as part of the TrueBlue culture. These efforts are well underway and we believe will drive favorable results.

•

Our productivity based solutions within our PeopleManagement segment specialize in exclusive recruitment and on-premise management of warehouse/distribution operations to meet the growing demand for e-commerce and scalable supply chain solutions. This business model is based on a productivity-based pricing model where the customer outsources a complete work cell to us and through a combination of process redesign and best practices, we increase the efficiency of a customer’s contingent workforce and align the cost of the workforce with the level of demand within a customer’s business. We believe this adds an appealing solution to certain parts of our existing on-premise business as well as opportunities in the broader marketplace. We believe that productivity based solutions will continue to deliver growth with its compelling value proposition.

•

PeopleScout is a recognized industry leader of RPO services, which are in the early stages of their adoption cycles. We expect continued organic growth with a differentiated service that leverages innovative technology for high-volume, scalable sourcing and dedicated client service teams for connecting the best talent to work opportunity, reducing the cost of hiring, and delivering a better outcome for the client. Additionally, we are focused on growth through the disciplined pursuit of international acquisitions to improve win rates on multi-continent deals.

•

We are committed to technology innovation that makes it easier for our customers to do business with us and easier to connect people with work. We continue making investments in our online tools and our mobile application ("JobStack") to improve access, speed, and ease of connecting our customers and workers. We began the rollout of the JobStack worker application ("app") earlier this year. The worker functionality is now live in approximately 450 branches, or about 70% of our overall PeopleReady branch network. We began piloting the onboarding of clients to the JobStack client app at the end of Q2 2017 and are receiving positive feedback. We expect JobStack will increase the competitive differentiation of our services, expand our reach into new demographics, improve both service delivery and work-order fill rates, and ultimately reduce our dependence on local branches to find temporary workers and connect them with work.

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LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

Cash flows from operating activities

Our cash flows from operating activities were as follows:



	Thirty-nine weeks ended
(in thousands)	October 1, 2017			September 23, 2016
Net income (loss)	$	39,029		$	(33,338	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	34,650			34,673
Goodwill and intangible asset impairment charge	—			103,544
Provision for doubtful accounts	6,321			6,361
Stock-based compensation	6,161			7,443
Deferred income taxes	4,890			(23,874		)
Other operating activities	2,563			5,603
Changes in operating assets and liabilities, net of effects of acquisition of business:
Accounts receivable	(34,198		)	102,722
Income tax receivable	12,788			4,018
Accounts payable and other accrued expenses	(784		)	(3,764		)
Accrued wages and benefits	(176		)	(3,254		)
Workers' compensation claims reserve	1,985			11,938
Other assets and liabilities	7,392			1,177
Net cash provided by operating activities	$	80,621		$	213,249

Net cash provided by operating activities was $81 million for the thirty-nine weeks ended October 1, 2017 , compared to $213 million for the same period in the prior year.

•

The goodwill and intangible asset impairment charge of $104 million in the prior year was primarily driven by a change in the scope of services with our former largest customer and the impact of other changes in outlook reflecting changes to economic and industry conditions which lowered future expectations. In addition, it includes a $4.3 million trade name impairment charge in connection with the consolidation of our retail branch network under a common brand name.


•	The change to deferred income taxes is due primarily to the goodwill and intangible asset impairment charge in the comparable period in the prior year.

•

Accounts receivable followed normal season patterns through the third quarter of 2017 by increasing from the beginning of the year. Our business experiences seasonal fluctuations. Demand for our PeopleReady services is higher during the second and third quarters of the year with demand peaking in the third quarter. In addition, days sales outstanding increased due to revenue mix and slowed collections. Accounts receivable for the comparable prior year period declined primarily due to a decline in revenue and associated receivables from our former largest customer. The record fourth quarter of fiscal 2015 and seasonal de-leveraging that followed was in large part due to this customer who substantially insourced their recruitment and management of contingent labor for their warehouse fulfillment centers and distribution sites in the United States commencing in the second quarter of fiscal 2016. Revenues from our former largest customer declined by $140 million between the fourth quarter of fiscal 2015 and the third quarter of fiscal 2016. Revenues from our former largest customer declined by $22 million between the fourth quarter of fiscal 2016 and the third quarter of fiscal 2017.


•	The decline in accounts payable and other accrued expenses is primarily due to cost control programs together with normal seasonal patterns and timing of payments.


•	The decline in accrued wages and benefits is primarily due to the lower volume of activity from revenue declines, which require reductions in the flex workforce to align with client volume changes.


•	Generally, our workers’ compensation claims reserve for estimated claims increases as contingent labor services increase and decreases as contingent labor services decline.

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•

During the second quarter of 2017, we paid $23 million relating to the contingent consideration associated with our acquisition of SIMOS. The payment included $18 million related to the final purchase price fair value, which is reflected in cash flows used in financing activities. The remaining balance of $4 million is recognized in cash flows used in operating activities as a decrease in Other assets and liabilities.

Cash flows from investing activities

Our cash flows from investing activities were as follows:



	Thirty-nine weeks ended
(in thousands)	October 1, 2017			September 23, 2016
Capital expenditures	$	(16,303	)	$	(17,766	)
Acquisition of business, net of cash acquired	—			(71,863		)
Change in restricted cash and investments	(12,350		)	(22,935		)
Net cash used in investing activities	$	(28,653	)	$	(112,564	)

Net cash used in investing activities was $29 million for the thirty-nine weeks ended October 1, 2017 , compared to $113 million for the same period in the prior year.


•	Cash used in investing activities of $72 million for the thirty-nine weeks ended September 23, 2016 , was for the acquisition of the RPO business of Aon Hewitt, effective January 4, 2016.

•

Restricted cash and investments consists primarily of collateral that has been provided or pledged to insurance carriers and state workers’ compensation programs. The change in cash used in investing activities was primarily due to a decrease in collateral requirements paid to our workers’ compensation insurance providers due to a decline in contingent labor services, as well as the timing of collateral payments.

Cash flows from financing activities

Our cash flows from financing activities were as follows:



	Thirty-nine weeks ended
(in thousands)	October 1, 2017			September 23, 2016
Purchases and retirement of common stock	$	(29,371	)	$	—
Net proceeds from stock option exercises and employee stock purchase plans	1,179			1,183
Common stock repurchases for taxes upon vesting of restricted stock	(2,956		)	(2,692		)
Net change in Revolving Credit Facility	(1,099		)	(104,586		)
Payments on debt and other liabilities	(1,700		)	(1,700		)
Payment of contingent consideration at acquisition date fair value	(18,300		)	—
Other	—			20
Net cash used in financing activities	$	(52,247	)	$	(107,775	)

Net cash used in financing activities was $52 million for the thirty-nine weeks ended October 1, 2017 , compared to $108 million for the same period in the prior year

•

Purchases and retirement of common stock totaled $29 million under our prior share repurchase program during the thirty-nine weeks ended October 1, 2017 . On September 15, 2017, our Board of Directors authorized a new $100 million share repurchase program of our outstanding common stock. The share repurchase program does not obligate us to acquire any particular amount of common stock and does not have an expiration date. There have been no repurchases under this new program through the period ending October 1, 2017 .

•

Payment of $23 million related to contingent consideration during the thirty-nine weeks ended October 1, 2017 was made in connection with the acquisition of SIMOS. The total contingent consideration payment included $18 million related to the final purchase price fair value, which is reflected in cash flows used in financing activities. The remaining balance of $4 million is recognized in cash flows used in operating activities as a decrease in Other assets and liabilities.

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•	The net change in the Revolving Credit Facility in the prior year is due to repayments.

Future outlook

Our cash-generating capability provides us with financial flexibility in meeting our operating and investing needs. Our current financial position is highlighted as follows:

•

Our Revolving Credit Facility of up to a maximum of $300 million expires on June 30, 2019. The Revolving Credit Facility is an asset backed facility, which is secured by a pledge of substantially all of the assets of TrueBlue, Inc. and material U.S. domestic subsidiaries. The additional amount available to borrow at October 1, 2017 was $118 million . We believe the Revolving Credit Facility provides adequate borrowing availability.


•	We had cash and cash equivalents of $35 million at October 1, 2017 .


•	The majority of our workers’ compensation payments are made from restricted cash rather than cash from operations. At October 1, 2017 , we had restricted cash and investments totaling $244 million .

We believe that cash provided from operations and our capital resources will be adequate to meet our cash requirements for the foreseeable future.

CAPITAL RESOURCES

Revolving credit facility

Effective June 30, 2014, we entered into a Second Amended and Restated Revolving Credit Agreement for a secured revolving credit facility of $300 million with Bank of America, N.A., Wells Fargo Bank, National Association, HSBC and PNC Capital Markets LLC ("Revolving Credit Facility"). The Revolving Credit Facility, which matures June 30, 2019, amended and restated our previous credit facility. The maximum amount we can borrow under the Revolving Credit Facility is subject to certain borrowing limits. Specifically, we are limited to the sum of 90% of our eligible billed accounts receivable, plus 85% of our eligible unbilled accounts receivable limited to 15% of all our eligible receivables, plus the value of our Tacoma headquarters office building.The borrowing limit is further reduced by the sum of a reserve in an amount equal to the payroll and payroll taxes for our temporary employees for one payroll cycle and certain other reserves, if deemed applicable. The additional amount available to borrow at October 1, 2017 was $118 million . We are currently in compliance with all covenants related to the Revolving Credit Facility.

Restricted cash and investments

Restricted cash and investments consist principally of collateral that has been provided or pledged to insurance carriers for workers’ compensation and state workers’ compensation programs. Our insurance carriers and certain state workers’ compensation programs require us to collateralize a portion of our workers’ compensation obligation. We have agreements with certain financial institutions that allow us to restrict cash and cash equivalents and investments for the purpose of providing collateral instruments to our insurance carriers to satisfy workers’ compensation claims. At October 1, 2017 , we had restricted cash and investments totaling $244 million . The majority of our collateral obligations are held in a trust at the Bank of New York Mellon ("Trust"). See Note 3: Restricted Cash and Investments , to our Consolidated Financial Statements found in Item 1 of this Quarterly Report on Form 10-Q, for details of our restricted cash and investments.

We established investment policy directives for the Trust with the first priority to preserve capital, second to ensure sufficient liquidity to pay workers’ compensation claims, third to diversify the investment portfolio, and fourth to maximize after-tax returns. Trust investments must meet minimum acceptable quality standards. The primary investments include U.S. Treasury securities, U.S. agency debentures, U.S. agency mortgages, corporate securities, and municipal securities. For those investments rated by nationally recognized statistical rating organizations the minimum ratings at time of purchase are:



	S&P	Moody's	Fitch
Short-term rating	A-1/SP-1	P-1/MIG-1	F-1
Long-term rating	A	A2	A

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Workers’ compensation insurance, collateral and claims reserves

Workers’ compensation insurance

We provide workers’ compensation insurance for our temporary and permanent employees. The majority of our current workers’ compensation insurance policies cover claims for a particular event above a $2 million deductible limit, on a “per occurrence” basis and accordingly, we are substantially self-insured.

For workers’ compensation claims originating in Washington, North Dakota, Ohio, Wyoming, Canada and Puerto Rico (our “monopolistic jurisdictions”), we pay workers’ compensation insurance premiums and obtain full coverage under government-administered programs (with the exception of our PeopleReady service lines in Ohio where we have a self-insured policy). Accordingly, because we are not the primary obligor, our financial statements do not reflect the liability for workers’ compensation claims in these monopolistic jurisdictions.

Workers’ compensation collateral

Our insurance carriers and certain state workers’ compensation programs require us to collateralize a portion of our workers’ compensation obligation, for which they become responsible should we become insolvent. The collateral typically takes the form of cash and cash-backed instruments, highly rated investment grade securities, letters of credit, and/or surety bonds. On a regular basis, these entities assess the amount of collateral they will require from us relative to our workers’ compensation obligation. Such amounts can increase or decrease independent of our assessments and reserves. We generally anticipate that our collateral commitments will continue to grow as we grow our business. We pay our premiums and deposit our collateral in installments. The majority of the restricted cash and investments collateralizing our self-insured workers’ compensation policies are held in the Trust.

Our total collateral commitments were made up of the following components for the fiscal period end dates presented:



(in thousands)	October 1, 2017		January 1, 2017
Cash collateral held by workers’ compensation insurance carriers	$	28,343	$	28,066
Cash and cash equivalents held in Trust	30,666		32,841
Investments held in Trust	163,270		146,517
Letters of credit (1)	7,748		7,982
Surety bonds (2)	19,524		20,440
Total collateral commitments	$	249,551	$	235,846


(1)	We have agreements with certain financial institutions to issue letters of credit as collateral.

(2)

Our surety bonds are issued by independent insurance companies on our behalf and bear annual fees based on a percentage of the bond, which is determined by each independent surety carrier. These fees do not exceed 2.0% of the bond amount, subject to a minimum charge. The terms of these bonds are subject to review and renewal every one to four years and most bonds can be canceled by the sureties with as little as 60 days’ notice.

Workers’ compensation reserve

The following table provides a reconciliation of our collateral commitments to our workers’ compensation reserve as of the fiscal period end dates presented:



(in thousands)	October 1, 2017			January 1, 2017
Total workers’ compensation reserve	$	279,335		$	277,351
Add back discount on workers’ compensation reserve (1)	16,634			14,818
Less excess claims reserve (2)	(50,655		)	(52,930		)
Reimbursable payments to insurance provider (3)	14,736			10,193
Less portion of workers’ compensation not requiring collateral (4)	(10,499		)	(13,586		)
Total collateral commitments	$	249,551		$	235,846


(1)	Our workers’ compensation reserves are discounted to their estimated net present value while our collateral commitments are based on the gross, undiscounted reserve.


(2)	Excess claims reserve includes the estimated obligation for claims above our deductible limits. These are the responsibility of the insurance carriers against which there are no collateral requirements.

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(3)	This amount is included in restricted cash and represents a timing difference between claim payments made by our insurance carrier and the reimbursement from cash held in the Trust. When claims are paid by our carrier, the amount is removed from the workers’ compensation reserve but not removed from collateral until reimbursed to the carrier.


(4)	Represents deductible and self-insured reserves where collateral is not required.

Our workers’ compensation reserve is established using estimates of the future cost of claims and related expenses, which are discounted to their estimated net present value. We discount our workers’ compensation liability as we believe the estimated future cash outflows are readily determinable.

Our workers’ compensation reserve for deductible and self-insured claims is established using estimates of the future cost of claims and related expenses that have been reported but not settled, as well as those that have been incurred but not reported. Reserves are estimated for claims incurred in the current year, as well as claims incurred during prior years.

Management evaluates the adequacy of the workers’ compensation reserves in conjunction with an independent quarterly actuarial assessment. Factors considered in establishing and adjusting these reserves include, among other things:


•	changes in medical and time loss (“indemnity”) costs;


•	changes in mix between medical only and indemnity claims;


•	regulatory and legislative developments impacting benefits and settlement requirements;


•	type and location of work performed;


•	the impact of safety initiatives; and


•	positive or adverse development of claims.

Our workers’ compensation claims reserves are discounted to their estimated net present value using discount rates based on returns of “risk-free” U.S. Treasury instruments with maturities comparable to the weighted average lives of our workers’ compensation claims. At October 1, 2017 , the weighted average discount rate was 1.6% . The claim payments are made over an estimated weighted average period of approximately 4.5 years.

Our workers’ compensation reserves include estimated expenses related to claims above our self-insured limits (“excess claims”), and a corresponding receivable for the insurance coverage on excess claims based on the contractual policy agreements we have with insurance carriers. We discount this reserve and corresponding receivable to its estimated net present value using the discount rates based on average returns of “risk-free” U.S. Treasury instruments available during the year in which the liability was incurred. At October 1, 2017 , the weighted average rate was 2.4% . The claim payments are made and the corresponding reimbursements from our insurance carriers are received over an estimated weighted average period of approximately 15 years. The discounted workers’ compensation reserve for excess claims and the corresponding receivable for the insurance on excess claims were $51 million and $53 million as of October 1, 2017 and January 1, 2017 , respectively.

Certain workers’ compensation insurance companies with which we formerly did business are in liquidation and have failed to pay a number of excess claims to date. We have recorded a valuation allowance against substantially all of the insurance receivables from the insurance companies in liquidation.

We continue to actively manage workers’ compensation expense through the safety of our temporary workers with our safety programs and actively control costs with our network of service providers. These actions have had a positive impact creating favorable adjustments to workers’ compensation liabilities recorded in prior periods. Continued favorable adjustments to our workers’ compensation liabilities are dependent on our ability to continue to aggressively lower accident rates and costs of our claims. We expect diminishing favorable adjustments to our workers’ compensation liabilities as the opportunity for significant reduction to frequency and severity of accident rates diminishes.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

There have been no material changes during the period covered by this Quarterly Report on Form 10-Q, outside of the ordinary course of business, to the contractual obligations specified in the table of contractual obligations included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017 .

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MANAGEMENT'S DISCUSSION AND ANALYSIS

SUMMARY OF CRITICAL ACCOUNTING ESTIMATES

Our critical accounting estimates are discussed in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Summary of Critical Accounting Estimates” in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017 . The following has been updated to reflect the results of our annual goodwill and indefinite-lived intangible asset impairment analysis.

Goodwill and indefinite-lived intangible assets

We evaluate goodwill and indefinite-lived intangible assets for impairment on an annual basis as of the first day of our second fiscal quarter, and whenever events or circumstances make it more likely than not that an impairment may have occurred. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, customer engagement, or sale or disposition of a significant portion of a reporting unit. We monitor the existence of potential impairment indicators throughout the fiscal year.

Goodwill

We test for goodwill impairment at the reporting unit level. We consider our service lines to be our reporting units for goodwill impairment testing. Our service lines are PeopleReady, PlaneTechs, Centerline Drivers, Staff Management, SIMOS, PeopleScout, and PeopleScout MSP. The impairment test involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value of the goodwill.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions to evaluate the impact of operational and macroeconomic changes on each reporting unit. The fair value of each reporting unit is a weighted average of the income and market valuation approaches. The income approach applies a fair value methodology based on discounted cash flows. This analysis requires significant estimates and judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. Our weighted average cost of capital for our most recent annual impairment test ranged from 11.5% to 12.0%. We also apply a market approach, which identifies similar publicly traded companies and develops a correlation, referred to as a multiple, to apply to the operating results of the reporting units. The primary market multiples to which we compare are revenue and earnings before interest, taxes, depreciation, and amortization. The income and market approaches were equally weighted in our most recent annual impairment test. These combined fair values are reconciled to our aggregate market value of our shares of common stock outstanding on the date of valuation, resulting in a reasonable control premium. We base fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. We consider a reporting unit’s fair value to be substantially in excess of its carrying value at a 20% premium or greater.

Based on our test performed as of the first day of our second quarter of fiscal 2017, all reporting units’ fair values were substantially in excess of their respective carrying values. Accordingly, no impairment loss was recognized. Based on our test performed in the prior year, we recorded a goodwill impairment charge of $66 million for the thirty-nine weeks ended September 23, 2016 .

Indefinite-lived intangible assets

We have indefinite-lived intangible assets related to our Staff Management and PeopleScout trade names. We test our trade names annually for impairment, and when indicators of potential impairment exist. We utilize the relief from royalty method to determine the fair value of each of our trade names. If the carrying value exceeds the fair value, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates, and appropriate discount rates.

We performed our annual indefinite-lived intangible asset impairment test as of the first day of our second quarter of fiscal 2017 and determined that the estimated fair values exceeded the carrying amounts for both of our indefinite-lived trade names. Accordingly, no impairment loss was recognized. Based on our test performed in the prior year, we recorded an impairment charge of $5 million for the thirty-nine weeks ended September 23, 2016 .

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MANAGEMENT'S DISCUSSION AND ANALYSIS

Acquired intangible assets and other long-lived assets

We generally record acquired intangible assets that have finite useful lives, such as customer relationships, in connection with business combinations. We review intangible assets that have finite useful lives and other long-lived assets whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable. Factors considered important that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or planned operating results, or significant changes in business strategies. We estimate the recoverability of these assets by comparing the carrying amount of the asset to the future undiscounted cash flows that we expect the asset to generate. An impairment loss is recognized when the estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset. When an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value based on discounted cash flow analysis or other valuation techniques. Based on our review in the prior year, we recorded an impairment to our acquired trade names/trademarks intangible assets of $4 million during the thirteen weeks ended September 23, 2016 , and also recorded an impairment to our customer relationships intangible assets of $29 million during the first half of 2016.

NEW ACCOUNTING STANDARDS

See Note 1: Summary of Significant Accounting Policies, to our Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.



Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our quantitative and qualitative disclosures about market risk are discussed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017 .



Item 4.	CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

During the third quarter of fiscal 2017 , we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of October 1, 2017 .

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that materially affected or are reasonably likely to materially affect internal control over financial reporting.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits 31.1 and 31.2, respectively, to this Quarterly Report on Form 10-Q .

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PART II. OTHER INFORMATION



Item 1.	LEGAL PROCEEDINGS

See Note 5: Commitments and Contingencies, to our Consolidated Financial Statements found in Part I, Item 1 of this Quarterly Report on Form 10-Q .



Item 1A.	RISK FACTORS

Investing in our securities involves risk. The following risk factors and all other information set forth in this Quarterly Report on Form 10-Q should be considered in evaluating our future prospects. If any of the events described below occur, our business, financial condition, results of operations, liquidity, or access to the capital markets could be materially and adversely affected.

Our workforce solutions are significantly affected by fluctuations in general economic conditions.

The demand for workforce solutions is highly dependent upon the state of the economy and upon the workforce needs of our customers, which creates uncertainty and volatility. As economic activity slows, companies tend to reduce their use of temporary workers and reduce their recruitment of new employees. Significant declines in demand of any region or industry in which we have a major presence may severely reduce the demand for our services and thereby significantly decrease our revenues and profits. Deterioration in economic conditions or the financial or credit markets could also have an adverse impact on our customers’ ability to pay for services we have already provided.

It is difficult for us to forecast future demand for our services due to the inherent uncertainty in forecasting the direction and strength of economic cycles and the project nature of our staffing assignments. The uncertainty can be exacerbated by volatile economic conditions, which may cause clients to reduce or defer projects for which they utilize our services. The negative impact to our business can occur before a decline in economic activity is seen in the broader economy. When it is difficult for us to accurately forecast future demand, we may not be able to determine the optimal level of personnel and investment necessary to profitably take advantage of growth opportunities.

We may be unable to attract sufficient qualified candidates to meet the needs of our customers.

We compete to meet our customers’ needs for workforce solutions and, therefore, we must continually attract qualified candidates to fill positions. Attracting qualified candidates depends on factors such as desirability of the assignment, location, and the associated wages and other benefits. We have in the past experienced shortages of qualified candidates and we may experience such shortages in the future. Further, if there is a shortage, the cost to employ or recruit these individuals could increase. If we are unable to pass those costs through to our customers, it could materially and adversely affect our business. Organized labor periodically engages in efforts to represent various groups of our temporary workers. If we are subject to unreasonable collective bargaining agreements or work disruptions, our business could be adversely affected.

Our workforce solutions are subject to extensive government regulation and the imposition of additional regulations that could materially harm our future earnings.

Our workforce solutions are subject to extensive regulation. The cost to comply, and any inability to comply with government regulation, could have a material adverse effect on our business and financial results. Increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could materially harm our business.

Our temporary staffing services employ temporary workers. The wage rates we pay to temporary workers are based on many factors including government mandated minimum wage requirements, payroll taxes, and benefits. If we are not able to increase the fees charged to customers to absorb any increased costs related to government mandated minimum wages, payroll-related taxes, or benefits, our results of operations and financial condition could be adversely affected.

We offer our temporary workers in the United States government mandated health insurance in compliance with the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”). Because the final requirements, regulations, and interpretations of the ACA may change, the ultimate financial effect of the ACA is not yet known, and changes in these requirements and interpretations could increase or change our costs. In addition, because of the uncertainty surrounding a potential repeal or replacement of the ACA, we cannot predict with any certainty the likely impact of the ACA’s repeal or the adoption of any other health care reform legislation on our financial condition or operating results. Whether or not there is a change in health care legislation in the U.S., there is likely to be significant disruption to the health care

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market in the future, and the costs of our health care expenditures may increase. If we are unable to comply with changes to the ACA, or any future health care legislation in the U.S., or sufficiently raise the rates we charge our customers to cover any additional costs, such increases in costs could materially harm our business.

We may incur employment related claims and costs that could materially harm our business.

We are in the business of employing people in the workplaces of other businesses. We incur a risk of liability for claims for personal injury, wage and hour violations, immigration, discrimination, harassment, and other liabilities arising from the actions of our customers and/or temporary workers. Some or all of these claims may give rise to negative publicity, litigation, settlements, or investigations. We may incur costs, charges or other material adverse impacts on our financial statements for the period in which the effect of an unfavorable final outcome becomes probable and can be reasonably estimated.

We maintain insurance with respect to some potential claims and costs with deductibles. We cannot be certain that our insurance will be available, or if available, will be in sufficient amount or scope to cover all claims that may be asserted against us. Should the ultimate judgments or settlements exceed our insurance coverage, they could have a material effect on our business. We cannot be certain we will be able to obtain appropriate types or levels of insurance in the future, that adequate replacement policies will be available on acceptable terms, or at all, or that the companies from which we have obtained insurance will be able to pay claims we make under such policies.

We are dependent on workers’ compensation insurance coverage at commercially reasonable terms. Unexpected changes in claim trends on our workers’ compensation may negatively impact our financial condition.

Our temporary staffing services employ workers for which we provide workers’ compensation insurance. Our workers’ compensation insurance policies are renewed annually. The majority of our insurance policies are with AIG. Our insurance carriers require us to collateralize a significant portion of our workers’ compensation obligation. The majority of collateral is held in trust by a third-party for the payment of these claims. The loss or decline in value of the collateral could require us to seek additional sources of capital to pay our workers’ compensation claims. We cannot be certain we will be able to obtain appropriate types or levels of insurance in the future or that adequate replacement policies will be available on acceptable terms. As our business grows or if our financial results deteriorate, the amount of collateral required will likely increase and the timing of providing collateral could be accelerated. Resources to meet these requirements may not be available. The loss of our workers’ compensation insurance coverage would prevent us from operating as a staffing services business in the majority of our markets. Further, we cannot be certain that our current and former insurance carriers will be able to pay claims we make under such policies.

We self-insure, or otherwise bear financial responsibility for, a significant portion of expected losses under our workers’ compensation program. Unexpected changes in claim trends, including the severity and frequency of claims, changes in state laws regarding benefit levels and allowable claims, actuarial estimates, or medical cost inflation, could result in costs that are significantly different than initially reported. There can be no assurance that we will be able to increase the fees charged to our customers in a timely manner and in a sufficient amount to cover increased costs as a result of any changes in claims-related liabilities.

We actively manage the safety of our temporary workers with our safety programs and actively control costs with our network of workers’ compensation related service providers. These activities have had a positive impact creating favorable adjustments to workers’ compensation liabilities recorded in prior periods. The benefit of these adjustments has been declining and there can be no assurance that we will be able to continue to reduce accident rates and control costs to produce these results in the future.

We operate in a highly competitive industry and may be unable to retain customers or market share.

Our industry is highly competitive and rapidly innovating, with low barriers to entry. Our competition includes large, well-financed competitors, small local competitors, internet-based companies, and mobile-enabled solutions providing a variety of flexible workforce solutions. We expect the increased use of internet-based and mobile technology will attract additional technology-oriented companies and resources to the staffing industry. Our customers may demand technological changes in the development or implementation of our services. We face extensive pricing pressure and must continue to invest in new technology and industry developments while we innovate changes in the way we do business in order to remain relevant to our customers. Therefore, there can be no assurance that we will be able to retain customers or market share in the future, nor can there be any assurance that we will, in light of competitive pressures, be able to remain profitable or maintain our current profit margins.

Our level of debt and restrictions in our credit agreement could negatively affect our operations and limit our liquidity and our ability to react to changes in the economy.

Extensions of credit under our Second Amended and Restated Revolving Credit Agreement as amended ("Revolving Credit Facility") are permitted based on a borrowing base, which is an agreed percentage of eligible accounts receivable and an agreed percentage of the appraised value of our Tacoma headquarters building, less required reserves and other adjustments. If the amount

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or quality of our accounts receivable deteriorates, then our ability to borrow under the Revolving Credit Facility will be directly affected. Our lenders can impose additional conditions which may reduce the amounts available to us under the Revolving Credit Facility.

Our principal sources of liquidity are funds generated from operating activities, available cash and cash equivalents, and borrowings under our Revolving Credit Facility. We must have sufficient sources of liquidity to meet our working capital requirements, fund our workers’ compensation collateral requirements, service our outstanding indebtedness, and finance investment opportunities. Without sufficient liquidity, we could be forced to curtail our operations or we may not be able to pursue promising business opportunities.

Our Revolving Credit Facility and Term Loan Agreement contain restrictive covenants that require us to maintain certain financial conditions. Our failure to comply with these restrictive covenants could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. We may not have sufficient funds on hand to repay these loans, and if we are forced to refinance these borrowings on less favorable terms, or are unable to refinance at all, our results of operations and financial condition could be materially adversely affected by increased costs and rates.

Our debt levels could have significant consequences for the operation of our business including: requiring us to dedicate a significant portion of our cash flow from operations to servicing our debt rather than using it for our operations; limiting our ability to obtain additional debt financing for future working capital, capital expenditures, or other corporate purposes; limiting our ability to take advantage of significant business opportunities, such as acquisition opportunities; limiting our ability to react to changes in market or industry conditions; and putting us at a disadvantage compared to competitors with less debt.

The loss of, or substantial decline in revenue from, a major customer could have a material adverse effect on our revenues, profitability, and liquidity.

We experience revenue concentration with large customers. Generally our contracts do not contain guarantees of minimum duration, revenue levels, or profitability and our customers may terminate their contracts or materially reduce their requested levels of service at any time. The loss of, or reduced demand for our services from, major customers could have a material adverse effect on our business, financial condition, and results of operations. In addition, customer concentration exposes us to concentrated credit risk, as a significant portion of our accounts receivable may be from a small number of customers.

Our management information systems may not perform as anticipated and our system, operations and facilities are vulnerable to damage and interruption.

The efficient operation of our business is dependent on our management information systems. We rely heavily on proprietary and third-party management information systems, mobile device technology and related services, and other technology which may not yield the intended results. Our systems may experience problems with functionality and associated delays. The failure of our systems to perform as anticipated could disrupt our business and could result in decreased revenue and increased overhead costs, causing our business and results of operations to suffer materially. We occasionally modify, retire, and change our systems, and these transitions can be disruptive, causing our business and results of operations to suffer materially. Our primary computer systems, headquarters, support facilities, and operations are vulnerable to damage or interruption from power outages, computer and telecommunications failures, computer viruses, employee errors, security breaches, natural disasters, and catastrophic events. Failure of our systems or facilities may require significant additional capital and management resources to resolve, causing material harm to our business.

A data breach, or improper disclosure of, or access to, our confidential and/or proprietary information or our employees’ or customers’ information could materially harm our business.

Our business involves the use, storage, and transmission of information about applicants, candidates, temporary workers, employees, and customers. Our temporary workers and employees may have access or exposure to confidential information about applicants, candidates, temporary workers, other employees, and customers. We and our third-party vendors have established policies and procedures to help protect the security and privacy of this information. The secure use, storage, and transmission of this information is critical to our business operations. We have experienced cyber-attacks, computer viruses, social engineering schemes, and other means of unauthorized access to our systems. The security controls over sensitive or confidential information and other practices we and our third-party vendors follow may not prevent the improper access to, disclosure of, or loss of such information. Failure to protect the integrity and security of such confidential and/or proprietary information could expose us to regulatory fines, litigation, contractual liability, damage to our reputation, and increased compliance costs.

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Acquisitions and new business initiatives may have an adverse effect on our business.

We expect to continue making acquisitions, adjusting the composition of our business lines, and entering into new business initiatives as part of our business strategy. This strategy may be impeded, however, if we cannot identify suitable acquisition candidates or new business initiatives, or if acquisition candidates are not available under acceptable terms. Future acquisitions could result in incurring additional debt and contingent liabilities, an increase in interest expense, amortization expense, and charges related to integration costs. New business initiatives and changes in the composition of our business mix can be distracting to our management and disruptive to our operations, causing our business and results of operations to suffer materially. Acquisitions and new business initiatives, including initiatives outside of our workforce solutions business, could involve significant unanticipated challenges and risks including not advancing our business strategy, not realizing our anticipated return on our investment, experiencing difficulty in implementing initiatives or integrating acquired operations, or directing management’s attention from our other businesses. These events could cause material harm to our business, operating results, or financial condition.

Our results of operations could materially deteriorate if we fail to attract, develop and retain qualified employees.

Our performance is dependent on attracting and retaining qualified employees who are able to meet the needs of our customers. We believe our competitive advantage is providing unique solutions for each individual customer, which requires us to have trained and engaged employees. Our success depends upon our ability to attract, develop, and retain a sufficient number of qualified employees, including management, sales, recruiting, service, and administrative personnel. The turnover rate in the employment services industry is high, and qualified individuals of the requisite caliber and number needed to fill these positions may be in short supply. Our inability to recruit, train, and motivate a sufficient number of qualified individuals may delay or affect the speed and quality of our strategy execution and planned growth. Delayed expansion, significant increases in employee turnover rates, or significant increases in labor costs could have a material adverse effect on our business, financial condition, and results of operations.

We may have additional tax liabilities that exceed our estimates.

We are subject to federal taxes and a multitude of state and local taxes in the United States and taxes in foreign jurisdictions. We face uncertainty surrounding any potential reform of the U.S. tax code or a reduction in tax credits which we utilize, and we cannot predict with any certainty the likely impact of such a reform on our financial condition or operating results. In the ordinary course of our business, there are transactions and calculations where the ultimate tax determination is uncertain. We are regularly subject to audit by tax authorities. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical tax provisions and accruals. The results of an audit or litigation could materially harm our business. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing intercompany arrangements or may change their laws, which could increase our worldwide effective tax rate and harm our financial position and results of operations.

Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting.

If our management is unable to certify the effectiveness of our internal controls, including those of our third party vendors, or if our independent registered public accounting firm cannot render an opinion on the effectiveness of our internal control over financial reporting, or if material weaknesses in our internal controls are identified, we could be subject to regulatory scrutiny and a loss of public confidence. In addition, if we do not maintain adequate financial and management personnel, processes, and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause our stock price to fall.

Outsourcing certain aspects of our business could result in disruption and increased costs.

We have outsourced certain aspects of our business to third-party vendors that subject us to risks including disruptions in our business and increased costs. For example, we have engaged third parties to host and manage certain aspects of our data center, information and technology infrastructure, mobile texting, and electronic pay solutions, to provide certain back office support activities, and to support business process outsourcing for our customers. Accordingly, we are subject to the risks associated with the vendors’ ability to provide these services that meet our needs. If the cost of these services is more than expected, if we or the vendors are unable to adequately protect our data and information is lost, or if our ability to deliver our services is interrupted, then our business and results of operations may be negatively impacted.

If our acquired intangible assets become impaired we may be required to record a significant charge to earnings.

We regularly review acquired intangible assets for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. We test goodwill and indefinite-lived intangible assets for impairment at least annually. Factors that may be considered a change in circumstances, indicating that the carrying value of the intangible assets may not be recoverable,

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include: macroeconomic conditions, such as deterioration in general economic conditions; industry and market considerations, such as deterioration in the environment in which we operate; cost factors, such as increases in labor or other costs that have a negative effect on earnings and cash flows; our financial performance, such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; other relevant entity-specific events, such as changes in management, key personnel, strategy, or customers; and sustained decreases in share price. We may be required to record a significant charge in our financial statements during the period in which we determine an impairment of our acquired intangible assets has occurred, therefore negatively impacting our financial results.

Foreign currency fluctuations may have a material adverse effect on our operating results.

We report our results of operations in United States dollars. The majority of our revenues are generated in the United States. Our international operations are denominated in currencies other than the United States dollar, and unfavorable fluctuations in foreign currency exchange rates could have an adverse effect on our reported financial results. Increases or decreases in the value of the United States dollar against other major currencies could affect our revenues, operating profit, and the value of balance sheet items denominated in foreign currencies. Our exposure to foreign currencies could have an adverse effect on our business, financial condition, cash flow, and/or results of operations. Furthermore, the volatility of currencies may impact year-over-year comparability.



Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below includes repurchases of our common stock pursuant to publicly announced plans or programs and those not made pursuant to publicly announced plans or programs during the thirteen weeks ended October 1, 2017 .



Period	Total number of shares purchased (1)	Weighted average price paid per share (2)		Total number of shares purchased as part of publicly announced plans or programs (3)	Maximum number of shares (or approximate dollar value) that may yet be purchased under plans or programs at period end (4)
07/03/2017 through 07/30/2017	79		$27.90	—	$13.9 million
07/31/2017 through 09/03/2017	1,598		$22.20	444,440	$5.0 million
09/04/2017 through 10/01/2017	2,179		$20.55	237,413	$100.0 million
Total	3,856		$21.38	681,853


(1)	During the thirty-nine weeks ended October 1, 2017 , we purchased 3,856 shares in order to satisfy employee tax withholding obligations upon the vesting of restricted stock awards and performance share units. These shares were not acquired pursuant to any publicly announced purchase plan or program.


(2)	Weighted average price paid per share does not include any adjustments for commissions.


(3)	The weighted average price per share for the shares repurchased under our prior share repurchase program during the period was $20.30 .

(4)

In September 2017, we repurchased the remaining $13.9 million available under our $75.0 million share repurchase program. On September 15, 2017, our Board of Directors authorized a $100 million share repurchase program of our outstanding common stock. The share repurchase program does not obligate us to acquire any particular amount of common stock and does not have an expiration date. There have been no repurchases under this new program during the thirteen weeks ended October 1, 2017 .



Item 5.	OTHER INFORMATION

Amendments to Articles of Incorporation or Bylaws

On October 30, 2017, the Board of Directors (the “Board”) of TrueBlue, Inc. (the “Company”) adopted Amended and Restated Bylaws (the “Bylaws”) of the Company. The Bylaws were effective immediately and amend the Company’s preexisting bylaws to, among other things:


•	clarify the Board’s right to postpone, reschedule or cancel previously scheduled annual meetings of shareholders;


•	provide for additional disclosure and other requirements for advance notices of director nominations and shareholder proposals;


•	specify the powers of the chairman of a shareholder meeting over the conduct of such meeting;


•	specify the requirements for written and electronic notice under the Bylaws.

The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is filed as Exhibit 3.4 to this Quarterly Report on Form 10-Q and incorporated by reference herein.

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Item 6	EXHIBITS



Exhibit Number	Exhibit Description	Filed Herewith
3.4	Amended and Restated Company Bylaws.	X

31.1	Certification of Steven C. Cooper, Chief Executive Officer of TrueBlue, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

31.2	Certification of Derrek L. Gafford, Chief Financial Officer of TrueBlue, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

32.1	Certification of Steven C. Cooper, Chief Executive Officer of TrueBlue, Inc. and Derrek L. Gafford, Chief Financial Officer of TrueBlue, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

101.INS	XBRL Instance Document.

101.SCH	XBRL Taxonomy Extension Schema.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase.

101.DEF	XBRL Taxonomy Extension Definition Linkbase.

101.LAB	XBRL Taxonomy Extension Label Linkbase.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



	TrueBlue, Inc.

	/s/ Steven C. Cooper	10/30/2017
	Signature	Date
By:	Steven C. Cooper, Director and Chief Executive Officer

	/s/ Derrek L. Gafford	10/30/2017
	Signature	Date
By:	Derrek L. Gafford, Chief Financial Officer and Executive Vice President

	/s/ Norman H. Frey	10/30/2017
	Signature	Date
By:	Norman H. Frey, Chief Accounting Officer and Senior Vice President

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EXHIBIT 3.4

AMENDED AND RESTATED BYLAWS

TRUEBLUE, INC.

AS ADOPTED OCTOBER 30, 2017

ARTICLE I

Shareholders

Section 1.1 Annual Meeting . The annual meeting of the shareholders of this Corporation shall be held at such time as the Board of Directors (the “Board of Directors” or the “Board”) shall determine pursuant to proper notice. Except as otherwise provided by law, the Board may, at any time prior to the holding of an annual meeting of the shareholders, and for any reasonable reason, postpone, reschedule or cancel any previously scheduled annual meeting of the shareholders. The meeting may be postponed or rescheduled to such time as the Board of Directors shall determine, which shall be specified in the notice of postponement or rescheduling of such meeting. The failure to hold an annual meeting at the time stated in or fixed in accordance with these Bylaws does not affect the validity of any corporate action.

Section 1.2. Special Meetings . Except as otherwise provided by law, special meetings of shareholders of this Corporation shall be held on the call of the Board of Directors or by the Secretary of the Corporation (the “Secretary”) after a qualifying demand by one or more shareholders who hold at least ten percent (10%) of all shares entitled to vote on any issue proposed to be considered at the meeting in accordance with the notice procedures set forth in Section 1.10 of these Bylaws. Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders’ meeting. Except as otherwise provided by law, the Board may, at any time prior to the holding of a special meeting of the shareholders, and for any reasonable reason, postpone, reschedule or cancel any previously scheduled special meeting of the shareholders. The meeting may be postponed or rescheduled to such time as the Board of Directors shall determine, which shall be specified in the notice of postponement or rescheduling of such meeting.

Section 1.3. Place of Meetings . Meetings of shareholders shall be held in Tacoma, Washington, or at such place within or without the State of Washington as determined by the Board of Directors, pursuant to proper notice.

Section 1.4. Notice . Written or electronic notice of each shareholders’ meeting stating the date, time, and place and, in case of a special meeting, the purpose(s) for which such meeting is called, shall be given by the Corporation in accordance with Article III of these Bylaws not less than ten (10) (unless a greater period of notice is required by law in a particular case) nor more than sixty (60) days prior to the date of the meeting, to each shareholder of record entitled to vote at such meeting unless required by law to send notice to all shareholders (regardless of whether or not such shareholders are entitled to vote), to the shareholder’s address as it appears on the current record of shareholders of this Corporation.

Section 1.5 Business at Annual and Special Meetings . No business may be transacted at an annual or special meeting of shareholders other than business that is:

(a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof);

(b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof); or

(i) by, as of the date notice is provided pursuant to Section 1.10 of these Bylaws and as of the date of the meeting, (x) a shareholder that holds of record stock of the Corporation entitled to vote at the meeting on such matter (including the election of a director) (a “Record Holder”) or (y) a person (a “Nominee Holder”) that holds such stock through a nominee or “street name” holder of record of such stock and can demonstrate to the Corporation such indirect ownership of, and such Nominee Holder’s entitlement to vote, such stock on such matter (such Record Holders and Nominee Holders are herein referred to as “Noticing Shareholders”); and

(ii) such shareholder complies with the notice procedures set forth in Section 1.10 of these Bylaws. If business is brought before the meeting by more than one Noticing Shareholder, or if the Noticing Shareholder is a member of a “group” with respect to the Corporation’s securities as such term is used in Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the references to Record Holder in (c)(i)(x) and Nominee Holder in (c)(i)(y) refers to each person making a demand and/or each person in the group, and the requirement of (c)(ii) applies to all persons making a demand and/or each person in the group. Clause (c) of this Section 1.5 shall be the exclusive means for a Noticing Shareholder to make nominations or submit other business before a meeting of shareholders (other than matters properly brought before the meeting pursuant to Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting, which matters are not governed by these Bylaws).

Section 1.6. Quorum and Required Vote . At any meeting of the shareholders, a majority in interest of all the shares entitled to vote on a matter, represented by shareholders of record in person or by proxy, shall constitute a quorum of that voting group for action on that matter except as otherwise required by law.

Once a share is represented at a meeting, other than to object to holding the meeting or transacting business, it is deemed to be present for quorum purposes for the remainder of the meeting and for any recess, adjournment or postponement of that meeting unless a new record date is or must be set for the recessed, adjourned or postponed meeting. At such reconvened meeting, any business may be transacted that might have been transacted at the meeting as originally notified.

If a quorum exists, action on a matter is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the question is one upon which by express provision of the Washington Business Corporation Act, as amended (the “WBCA”), the Articles of Incorporation, these Bylaws, or a condition set by the Board of Directors a different vote is required.

Section 1.7. Proxies . At all meetings of shareholders, a shareholder may vote by proxy. A shareholder may appoint a proxy to vote for the shareholder by submission of (a) an appointment form signed by the shareholder or the shareholder’s attorney-in-fact, or (b) an electronic transmission sent in accordance with the provisions for electronic notice under Article III of these Bylaws. An appointment of proxy is effective when an appointment form or an electronic transmission (or documentary evidence thereof, including verification information) is received by the person authorized to tabulate votes for the Corporation. The proxy has the same power to vote as that possessed by the shareholder, unless the appointment form or electronic transmission contains an express limitation on the power to vote or direction as to how to vote the shares on a particular matter, in which event the Corporation must tabulate the votes in a manner consistent with that limitation or direction. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the appointment form or electronic transmission. Any proxy regular on its face shall have a rebuttable presumption of validity.

Section 1.8 [RESERVED]

Section 1.9. Adjournment . The chairman of the meeting or a majority of the shares represented at the meeting, even if less than a quorum, may recess, adjourn or postpone the meeting for any reason from time to time. At such reconvened meeting at which a quorum is present any business may be transacted at the meeting as originally notified. If a meeting is recessed, adjourned or postponed to a different date, time, or place, notice need not be given of the new date, time, or place if a new date, time, or place is announced at the meeting before recess, adjournment or postponement; however, if a new record date for the recessed, adjourned or postponed meeting is or must be fixed in accordance with the corporate laws of the State of Washington, notice of the recessed, adjourned or postponed meeting must be given to persons who are shareholders as of the new record date.

Section 1.10. Notice of Shareholder Business to be Conducted at Meetings of Shareholders . In order for one or more Noticing Shareholder to properly bring any item of business, including shareholder proposals and director nominations, before a meeting of shareholders, timely notice must be given in proper written form to the Secretary.

(a) To be timely, a Noticing Shareholders’ notice shall be delivered to the Secretary at the principal executive offices of the Corporation:

(i) as to an annual meeting, not earlier than the close of business on the one hundred and twentieth (120th ) day and not later than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days

before or more than sixty (60) days after such anniversary date, notice by the shareholder to be timely must be so delivered no later than the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation; or

(ii) as to a special meeting, not later than the close of business on the date of delivery of the first shareholder demand in compliance with 23B.07.020(a) of the WCBA.

In no event shall any recess, adjournment or postponement of an annual or special meeting, or the announcement thereof, commence a new time period for the giving of a shareholder’s notice as described above.

(b) To be in proper form, a Noticing Shareholder’s notice to the Secretary must:

(i) set forth:

(A) the name and address of such Noticing Shareholder, as they appear on the Corporation’s books and, if the Noticing Shareholder holds for the benefit of another, the name and address of such beneficial owner;

(B) a representation that the Noticing Shareholder is a shareholder as of the date of the notice and will continue to be a shareholder through the date of the meeting, and intends to appear in person or by proxy at the meeting to bring such business before the meeting;

(C) in the case of a Nominee Holder, a demonstration that such Nominee Holder holds such stock through a nominee or “street name” holder of record of such stock and can demonstrate to the Corporation such indirect ownership of, and such Nominee Holder’s entitlement to vote, such stock on such matter;

(D) a representation as to whether such Noticing Shareholder intends, or is part of a group that intends, to deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding stock required to approve the business and/or elect the director nominee at the meeting;

(E) as to each Noticing Shareholder and, if a Noticing Shareholder holds for the benefit of another, the beneficial owner on whose behalf the nomination or proposal is made (in each case, a “Holder”) the following information:

(1) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and/or of record;

(2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) that is directly or indirectly owned beneficially and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation;

(3) any proxy, contract, arrangement, understanding, or relationship pursuant to which each such Holder has a right to vote or has granted a right to vote any shares of any security of the Corporation;

(4) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a short interest in a security if such Holder directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security);

(5) any rights to dividends on the shares of the Corporation owned beneficially by each such Holder that are separated or separable from the underlying shares of the Corporation;

(6) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which such Holder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager,

managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity;

(7) any performance-related fees (other than an asset-based fee) that each such Holder is entitled to which is based on any increase or decrease in the value of shares of the Corporation or any Derivative Instruments; and

(8) the information called for by (1) through (7) for any members of each such Holder’s immediate family sharing the same household;

(F) such information shall be provided as of the date of the notice required by this Section 1.10 and each such Holder shall further update and supplement such notice, if necessary, in a supplemental notice to be provided to the Corporation, such that the information provided under this Section 1.10 and Section 1.11 shall be true and correct as of (i) the record date for the meeting, and (ii) the date that is ten (10) business days prior to the meeting, or any recess, adjournment or postponement thereof; and

(G) any other information relating to each such Holder, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and

(ii) if the notice relates to any business other than a nomination of a director or directors that the shareholder proposes to bring before the meeting, set forth, as to each Holder, as applicable:

(A) a brief description of all business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of each such Holder, in such business, including the text of the proposal or business (including the complete text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend any Corporation document, the language of the proposed amendment), and

(B) a complete and accurate description of all agreements, arrangements and understandings, direct and indirect, between each such Holder, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder; and

(iii) set forth, as to each person, if any, whom the Holder proposes to nominate for election or reelection to the Board of Directors, a complete and accurate description of:

(A) the following:

(1) the name, date of birth, business address and residence address of such nominee;

(2) the business experience during the past five (5) years of such nominee, including his or her principal occupations and employment during such period, the name and principal business of any corporation or other organization in which such occupations and employment were carried on, and such other information as to the nature of his or her responsibilities and level of professional competence as may be sufficient to permit assessment of his or her prior business experience;

(3) whether the nominee is or has ever been at any time a director, officer or owner of 5% or more of any class of capital stock, partnership interests or other equity interests of any corporation, partnership or other entity;

(4) any directorships currently held or held within the preceding five (5) years by such nominee in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended;

(5) whether, in the last ten (10) years, such nominee has been subject to any event specified in Item 401(f) of Regulation S-K under the Exchange Act or any successor provision which may be material to an evaluation of the ability or integrity of the nominee; and

(6) all information relevant to a determination of the nominee’s status as to “independence,” including references to the criteria established by the New York Stock Exchange (or any other exchange or quotation system on which the Corporation’s equity securities are then listed or quoted) and the Corporation’s Corporate Governance Guidelines, in each case as in effect at the time of such notice; and

(B) all other information relating to each such nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of the nominee in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and

(C) all direct and indirect compensation and other monetary agreements, arrangements and understandings during the past three (3) years, and any other relationships, direct or indirect, between or among such Holders and respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Holder making the nomination or on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(iv) with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 1.11 of these Bylaws or that may be provided by the Corporation in accordance with its Corporate Governance Guidelines.

The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

(c) Notwithstanding anything in Section 1.10(a)(i) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(d) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded.

(e) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(f) Notwithstanding the foregoing provisions, a Noticing Shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 1.10 or Section 1.5 of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. For avoidance of doubt this Section 1.10 shall also constitute an “advance notice provision” for annual meetings for purposes of Rule 14a-4(c)(1) under the Exchange Act.

Section 1.11. Submission of Questionnaire, Representation and Agreement . To be eligible to be a nominee for election or reelection as a director of the Corporation pursuant to a nomination by a Noticing Shareholder, such nominee

must deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.10) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such nominee and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request), signed by the nominee, that such nominee:

(a) is not, will not become and has never:

(i) been a party to any agreement, arrangement or understanding with, or given any commitment or assurance to, any person or entity as to how such nominee, if elected, appointed or designated as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or

(ii) been a party to any Voting Commitment, even if disclosed hereunder, that could limit or interfere with such nominee’s ability to comply, if elected, appointed or designated as a director of the Corporation, with such person’s fiduciary duties to the Corporation’s shareholders under applicable law,

(b) is not, will not become and has never been a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with nomination, appointment, designation, service or action as a director that has not been disclosed therein,

(c) in such nominee’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, intends that the nominee will serve a full term as a director of the Corporation and would be in compliance, if elected, appointed or designated as a director of the Corporation, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation;

(d) has read and agrees, if elected to serve as a member of the Board, to adhere to the Corporation’s Articles of Incorporation, Bylaws, Corporate Governance Guidelines and any other Corporation policies and guidelines applicable to directors;

(e) will provide facts, statements and other information in all communications with the Corporation and its shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and

(f) will complete a written questionnaire with respect to the background and qualification of such in the form required by the Corporation (which form the Noticing Shareholder shall request from the Secretary and shall be provided by the Corporation within ten (10) days of such request).

Section 1.12 Conduct of Meetings . Meetings of the shareholders shall be presided over by the Chairman of the Board or, if the Chairman of the Board is not available, such other officer or director of the Corporation designated by the Board of Directors. The Secretary, if present at any meeting of its shareholders, shall act as the secretary of the meeting. If the Secretary is absent from any meeting of the shareholders, the chairman of the meeting may appoint a secretary for the meeting.

The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the shareholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to shareholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to shareholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any shareholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding the meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; (i) restricting the use of audio/video recording devices and cell phones; (j) complying with any state and local laws and regulations concerning safety and security; and (k) determining the order of business. Any rules adopted for the conduct of the meeting shall be communicated to shareholders prior to or at the beginning of the meeting. Unless otherwise determined by the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE II

Board of Directors

Section 2.1. Powers of Directors . All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, except as otherwise provided by its Articles of Incorporation.

The Board of Directors shall elect one of its members to serve as Chairman of the Board, who, when present shall preside at all meetings of the Board of Directors, and who shall have such other powers as the Board may determine.

Section 2.2. Number and Qualifications . The business affairs and property of this Corporation shall be managed by a Board of not less than three (3) directors. The number of directors may at any time be increased or decreased by the shareholders or by the Board of Directors at any regular or special meeting of the Board of Directors. Directors need not be shareholders of this Corporation or residents of the State of Washington, but must have reached the age of majority.

Section 2.3. Election-Term of Office . At each annual meeting of the shareholders, the shareholders shall elect the directors to hold office until the next annual meeting of the shareholders and until their respective successors are elected and qualified. If, for any reason, the directors shall not have been elected at any annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws. Except as provided in Section 2.11 relating to vacancies and as otherwise provided in this paragraph, each director shall be elected by the vote of the majority of the votes cast. A majority of votes cast means that the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director. The following shall not be votes cast: (a) a share whose ballot is marked as withheld; (b) a share otherwise present at the meeting but for which there is an abstention; and (c) a share otherwise present at the meeting as to which a shareholder gives no authority or direction. In a Contested Election (as defined below), the directors shall be elected by the vote of a plurality of the votes cast.

The following procedures apply in a non-contested election. A nominee who does not receive a majority vote shall not be elected. Except as otherwise provided in this paragraph, an incumbent director who is not elected because he or she does not receive a majority vote shall continue to serve as a holdover director until the earliest of (a) ninety (90) days after the date on which an inspector determines the voting results as to that director pursuant to Section 23B.07.290 of the WBCA; (b) the date on which the Board of Directors appoints an individual to fill the office held by such director, which appointment shall constitute the filling of a vacancy by the Board of Directors pursuant to Section 2.11; or (c) the date of the director’s resignation. Any vacancy resulting from the non-election of a director under this Section 2.3 may be filled by the Board of Directors as provided in Section 2.11. The Governance and Nominating Committee will consider promptly whether to fill the position of a nominee failing to receive a majority vote and make a recommendation to the Board of Directors about filling the position. The Board of Directors will act on the Governance and Nominating Committee’s recommendation and within ninety (90) days after the certification of the shareholder vote will disclose publicly its decision. Except as provided in the next sentence, no director who failed to receive a majority vote for election will participate in the Governance and Nominating Committee recommendation or Board of Directors decision about filling his or her office. If no director receives a majority vote in an uncontested election, then the incumbent directors (a) will nominate a slate of directors and hold a special meeting for the purpose of electing those nominees as soon as practicable, and (b) may in the interim fill one (1) or more director positions with the same director(s) who will continue in office until their successors are elected.

A “Contested Election” is one in which as of the last day for delivery of a notice under Section 1.10(a), (i) a Noticing Shareholder has fully complied with each of the requirements of Section 1.10 with respect to each nominee nominated thereunder; and (ii) the Board of Directors determines that there are more candidates for election than the number of directors to be elected. In making such determination the Board of Directors may include the number of directors that it intends to nominate and may exclude one or more nominees proposed by a Noticing Shareholder which it concludes does not create a bona fide election contest. Nothing herein is intended to limit the authority of the Board of Directors to change its determination as to the existence of a Contested Election at a later date, in which event it shall disclose the applicable voting regime in the notice of meeting or if such determination occurs after such notice has been sent issue a new notice which shall include disclosure of the applicable voting regime.

Section 2.4. Regular Meeting . Regular meetings of the Board of Directors shall be held at such places, and at such times as the Board by vote may determine, and, if so determined, no notice thereof need be given.

Section 2.5. Special Meetings . Special meetings of the Board of Directors or any committee may be held at any time or place whenever called by any officer or one (1) or more directors, notice thereof being given to each director by the officer calling or by the officer directed to call the meeting.

Section 2.6. Notice . No notice is required for regularly scheduled meetings of the Board of Directors. Notice of special meetings of the Board of Directors, stating the date, time, and place thereof, shall be given at least two (2) days prior to the date of the meeting, or less than two (2) days if the Chairman of the Board determines that it is necessary or advisable for the Board to hold a special meeting within two (2) days’ time. The purpose of the meeting need not be given in the notice. Any notice of a special or regular meeting shall be given in a manner described in Article III.

Section 2.7. Waiver of Notice . A director may waive notice of a special meeting of the Board either before or after the meeting, and such waiver shall be deemed to be the equivalent of giving notice. The waiver must be in writing, signed by the director entitled to the notice and delivered to the Corporation for inclusion in its corporate records. Attendance of a director at a meeting shall constitute waiver of notice of that meeting unless said director attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

Section 2.8. Quorum of Directors . A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. When a quorum is present at any meeting, a majority of the members present thereat shall decide any question brought before such meeting, except as otherwise provided by the Articles of Incorporation or by these Bylaws.

Section 2.9. Adjournment . A majority of the directors present, even if less than a quorum, may recess, adjourn or postpone a meeting and continue it to a later time. Notice of the recess, adjourned or postponed meeting or of the business to be transacted thereat, other than by announcement, shall not be necessary. At any recess, adjourned or postponed meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally called.

Section 2.10. Resignation and Removal . Any director of this Corporation may resign at any time by giving written notice to the Board of Directors, its Chairman, the President, or the Secretary. Any such resignation is effective when the notice is delivered, unless the notice specifies a later effective date. The shareholders, at a special meeting called expressly for that purpose where a quorum is present, may vote to remove, with or without cause, one (1) or more directors and elect their successors. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.

Section 2.11. Vacancies . Unless otherwise provided by law, in case of any vacancy in the Board of Directors, including a vacancy resulting from death, incapacity, resignation, removal, disqualification, an increase in the number of directors, a non-election of a director pursuant to Section 2.3 or otherwise, may be filled by an affirmative vote of a majority of the remaining directors, whether constituting a quorum or not, or the sole remaining director. Any director so elected by the Board shall serve until the next annual meeting of shareholders and until the election and qualification of his successor.

Section 2.12. Compensation . By resolution of the Board of Directors, each director may be paid expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director, or a fixed sum for attendance at each meeting of the Board of Directors, or both. No such payment shall preclude any director from serving this Corporation in any other capacity and receiving compensation therefor.

Section 2.13. Presumption of Assent . A director of this Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless:

(a) The director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding it or transacting business at the meeting;

(b) The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or

(c) The director shall file written dissent or abstention with the presiding officer of the meeting before its recess, adjournment or postponement or to the Corporation within a reasonable time after recess, adjournment or postponement of the meeting.

The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 2.14. Committees . The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an Executive Committee and one (1) or more other committees, each of which:

(a) must have two (2) or more members;

(b) must be governed by the same rules regarding meetings, action without meetings, notice, and waiver of notice, and quorum and voting requirements as applied to the Board of Directors; and

(c) to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except no such committee shall have the authority to:

(i) authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors;

(ii) approve or propose to shareholders action which the WBCA requires to be approved by shareholders;

(iii) fill vacancies on the Board of Directors or on any of its committees;

(iv) amend the Articles of Incorporation;

(v) adopt, amend, or repeal the Bylaws;

(vi) approve a plan of merger not requiring shareholder approval; or

(vii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations on a class or series of shares, except that the Board of Directors may authorize a committee, or a senior executive officer of the Corporation, to do so within limits specifically prescribed by the Board of Directors.

Section 2.15. Action by Written Consent . Any action required or permitted to be taken at a meeting the Board of Directors or a committee of the Board may be accomplished without a meeting if the action is taken by all the members of the Board or the respective committee. The action must be evidenced by one (1) or more written consents describing the action to be taken, signed by all directors or the members of a committee, as the case may be, and delivered to the Secretary for inclusion in the minutes. Directors’ consents may be signed either before or after the action taken.

Action taken by unanimous written consent is effective when the last director signs the consent, unless the consent specifies a later effective date.

Section 2.16. Conference Telephone . Meetings of the Board of Directors may be effectuated by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at such meeting.

ARTICLE III

Notices

Section 3.1 Definitions . Terms used in this Article III shall be as defined in the WBCA.

Section 3.2 Oral Notice . Oral notice, where specifically authorized, may be communicated in person or by telephone, wire or wireless equipment that does not transmit a facsimile of the notice. Oral notice is effective when communicated if communicated in a comprehensible manner.

Section 3.3 Written Notice . Written notice may be transmitted by mail, private carrier, or personal delivery; or telephone, wire, or wireless equipment that transmits a facsimile of the notice and provides the transmitter with an electronically generated receipt. Generally, written notice is effective at the earliest of the following: (a) when dispatched by facsimile if sent to the recipient’s address, telephone number or other number appearing on the records of the Corporation; (b) when received; (c) five (5) days after its deposit in the U.S. mail if mailed with first-class postage, to the address as it

appears on the current records of the Corporation; (d) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Notwithstanding the foregoing, written notice to a shareholder is effective (a) when mailed, if mailed with first class postage prepaid; and (b) when dispatched, if prepaid, by air courier.

Section 3.4 Electronic Notice . Notices to directors and shareholders from the Corporation and from directors and shareholders to the Corporation may be provided in an electronic transmission which contains or is accompanied by information from which it can be reasonably verified that the transmission was authorized by the director, the shareholder or by the shareholder’s attorney-in-fact. Subject to contrary provisions in the WBCA, notice to shareholders or directors in an electronic transmission shall be effective only with respect to shareholders and directors that have consented, in the form of a record, to receive electronically transmitted notices and that have designated in the consent the address, location, or system to which these notices may be electronically transmitted and with respect to a notice that otherwise complies with any other requirements of the WBCA and any applicable federal law. A shareholder or director who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the Corporation in the form of a record. The consent of any shareholder or director is revoked if (a) the Corporation is unable to electronically transmit two (2) consecutive notices given by the Corporation in accordance with the consent, and (b) this inability becomes known to the Secretary, the transfer agent, or any other person responsible for giving the notice. The inadvertent failure by the Corporation to treat this inability as a revocation does not invalidate any meeting or other action. Electronic notice is effective when it (a) is electronically transmitted to an address, location or system designated by the recipient for that purpose; or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensive instructions regarding how to obtain access to the posting on the electronic network.

ARTICLE IV

Officers

Section 4.1. Positions . The officers of this Corporation may be a Chief Executive Officer, a President, one (1) or more Vice Presidents, a Secretary, a Treasurer, a Chief Financial Officer, a Chief Accounting Officer, a Chief Operating Officer, and a Chief Information Services Officer as appointed by the Board. Such other officers and assistant officers as may be necessary may be appointed by the Board of Directors or by a duly appointed officer to whom such authority has been delegated by Board resolution. No officer need be a shareholder or a director of this Corporation. Any two (2) or more offices may be held by the same person.

Section 4.2. Appointment and Term of Office . The officers of this Corporation shall be appointed or chosen by the Board of Directors at any time. Each officer shall hold office until a successor shall have been appointed and qualified or until said officer’s earlier death, resignation, or removal.

Section 4.3. Powers and Duties of Officers . The Board, or a duly authorized officer, shall establish and may at any time modify the powers, duties and responsibilities of each officer.

Section 4.4. Compensation and Contract Rights . The salaries and other elements of compensation for executive officers, as designated by the Board of Directors, shall be fixed from time to time by the Board of Directors (or the Compensation Committee thereof, if delegated by resolution or charter). Salaries of other officers shall be fixed from time to time by the Chief Executive Officer or other duly authorized officer. The appointment of an officer shall not of itself create contract rights.

Section 4.5. Resignation or Removal . Any officer of this Corporation may resign at any time by giving written notice to the Board of Directors. Any such resignation is effective when the notice is delivered, unless the notice specifies a later date, and shall be without prejudice to the contract rights, if any, of such officer.

The Board of Directors, by majority vote of the entire Board, may remove any officer or agent appointed by it, with or without cause. The removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.6. Vacancies . If any office becomes vacant by any reason, the directors may appoint a successor or successors who shall hold office for the unexpired term.

ARTICLE V

Certificates of Shares and Their Transfer

Section 5.1. Issuance; Certificates of Shares . No shares of this Corporation shall be issued unless authorized by or under the direction of the Board. Such authorization shall include the maximum number of shares to be issued, the consideration to be received, and a determination that the consideration to be received is adequate. Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the WBCA and shall state:

(a) the name of the Corporation and that the Corporation is organized under the laws of the State of Washington;

(b) the name of the person to whom issued; and

The certificate shall be signed by original or facsimile signature of two (2) officers of the Corporation, and the seal of the Corporation may be affixed thereto.

Section 5.2. Transfer of Stock . Shares of stock may be transferred by delivery of the certificate accompanied by either an assignment in writing on the back of the certificate or by a written power of attorney to assign and transfer the same on the books of this Corporation, signed by the Record Holder of the certificate. The shares shall be transferable on the books of this Corporation upon surrender thereof so assigned or endorsed.

Section 5.3. Loss or Destruction of Certificates . In case of the loss, mutilation, or destruction of a certificate of stock, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe.

Section 5.4. Record Date and Transfer Books . For the purpose of determining shareholders who are entitled to notice of or to vote at any meeting of shareholders or any recess, adjournment or postponement thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.

If no record date is fixed for such purposes, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any recess, adjournment or postponement thereof, unless the Board of Directors fixes a new record date, which it must do if the meeting is recessed, adjourned or postponed more than one hundred twenty (120) days after the date is fixed for the original meeting.

Section 5.5. Voting Record . The officer or agent having charge of the stock transfer books for shares of this Corporation shall make at least ten (10) days before each meeting of shareholders a complete record of the shareholders entitled to vote at such meeting or any recess, adjournment or postponement thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

Section 5.6 Uncertificated Shares . The shares of the Corporation may be issued in uncertificated or book entry form in the manner prescribed by the Board of Directors. Without limiting the foregoing, shares of the Corporation may be issued in uncertificated or book entry form in connection with new share issuances, the transfer of shares and the replacement of shares represented by lost, destroyed or mutilated certificates as provided in Section 5.3.

ARTICLE VI

Books and Records

Section 6.1. Books of Accounts, Minutes, and Share Register . The Corporation:

(a) shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors exercising the authority of the Board of Directors on behalf of the Corporation;

(b) shall maintain appropriate accounting records;

(c) or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each; and

(d) shall keep a copy of the following records at its principal office:

(i) the Articles or Restated Articles of Incorporation and all amendments to them currently in effect;

(ii) the Bylaws or Restated Bylaws and all amendments to them currently in effect;

(iii) the minutes of all shareholders’ meetings, and records of all actions taken by shareholders without a meeting, for the past three (3) years;

(iv) its financial statements for the past three (3) years, including balance sheets showing in reasonable detail the financial condition of the Corporation as of the close of each fiscal year, and an income statement showing the results of its operations during each fiscal year prepared on the basis of generally accepted accounting principles or, if not, prepared on a basis explained therein;

(v) all written communications to shareholders generally within the past three (3) years;

(vi) a list of the names and business addresses of its current directors and officers; and

(vii) i ts most recent annual report delivered to the Secretary of State of Washington.

Section 6.2. Copies of Resolutions . Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the President or Secretary.

ARTICLE VII

Indemnification of Officers, Directors, Employees and Agents

Section 7.1. Definitions . As used in this Article:

(a) “Act” means the WBCA, now or hereafter in force.

(b) “Agent” means an individual who is or was an agent of the Corporation or an individual who, while an agent of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. “Agent” includes, unless the context required otherwise, the estate or personal representative of an agent.

(c) “Corporation” means this Corporation, and any domestic or foreign predecessor entity which, in a merger or other transaction, ceased to exist.

(d) “Director” means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director.

(e) “Employee” means an individual who is or was an employee of the Corporation or an individual, while an employee of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. “Employee” includes, unless the context requires otherwise, the estate or personal representative of an employee.

(f) “Expenses” include counsel fees.

(g) “Indemnitee” means an individual made a party to a proceeding because the individual is or was a Director, Officer, Employee, or Agent of the Corporation, and who possesses indemnification rights pursuant to the Articles, these Bylaws, or other corporate action. “Indemnitee” shall also include the heirs, executors, and other successors in interest of such individuals.

(h) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable Expenses incurred with respect to a Proceeding.

(i) “Officer” means an individual who is or was an officer of the Corporation or an individual who, while an officer of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. “Officer,” includes, unless the context requires otherwise, the estate or personal representative of an officer.

(j) “Party” includes an individual who was, is, or is threatened to be named a defendant or respondent in a Proceeding.

(k) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal.

Section 7.2. Indemnification Rights of Directors, Officers, Employees and Agents . The Corporation shall indemnify its Directors, Officers, Employees and Agents to the full extent permitted by applicable law as then in effect against liability arising out of a proceeding to which such individual was made a Party because the individual is or was a Director, Officer, Employee or Agent of the Corporation. The Corporation shall advance Expenses incurred by such persons who are Parties to a Proceeding in advance of final disposition of the Proceeding, as provided herein.

Section 7.3. Procedure for Seeking Indemnification and/or Advancement of Expenses .

(a) Notification and Defense of Claim . Indemnitee shall promptly notify the Corporation in writing of any Proceeding for which indemnification could be sought under this Article. In addition, Indemnitee shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

With respect to any such Proceeding as to which Indemnitee has notified the Corporation:

(i) the Corporation will be entitled to participate therein at its own expense; and

(ii) except as otherwise provided below, to the extent that it may wish, the Corporation, jointly with any other indemnifying Party similarity notified, will be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. Indemnitees consent to such counsel may not be unreasonably withheld.

After notice from the Corporation to Indemnitee of its election to assume the defense, the Corporation will not be liable to Indemnitee under this Article for any legal or other Expenses subsequently incurred by Indemnitee in connection with such defense. However, Indemnitee shall continue to have the right to employ its counsel in such Proceeding, at Indemnitee’s Expense; and if:

(i) the employment of counsel by Indemnitee has been authorized by the Corporation;

(ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of such defense; or

(iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding,

the fees and Expenses of Indemnitee’s counsel shall be at the expense of the Corporation.

The Corporation shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation or as to which Indemnitee shall reasonably have made the conclusion that a conflict of interest may exist between the Corporation and the Indemnitee in the conduct of the defense.

(b) Information to be Submitted and Method of Determination and Authorization of Indemnification . For the purpose of pursuing rights to indemnification under this Article, the Indemnitee shall submit to the Board a sworn statement

requesting indemnification and reasonable evidence of all amounts for which such indemnification is requested (together, the sworn statement and the evidence constitutes an “Indemnification Statement”).

Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Corporation shall, within sixty (60) calendar days thereafter, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless: (1) within such sixty (60) calendar day period it shall be determined by the Corporation that the Indemnitee is not entitled to

indemnification under this Article; (2) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption); and (3) the Indemnitee shall receive notice in writing of such determination, which notice shall disclose with particularity the evidence upon which the determination is based.

At the election of the President, the foregoing determination may be made by either: (1) the written consent of the shareholders owning a majority of the stock in the Corporation; (2) a committee chosen by written consent of a majority of the directors of the Corporation, and consisting solely of two (2) or more Directors not at the time parties to the proceeding; or (3) as provided by Section 23B.08.550 of the WBCA, as amended.

Any determination that the Indemnitee is not entitled to indemnification, and any failure to make the payments requested in the Indemnification Statement, shall be subject to judicial review by any court of competent jurisdiction.

(c) Special Procedure Regarding Advance for Expenses . An Indemnitee seeking payment of expenses in advance of a final disposition of the proceeding must furnish the Corporation, as part of the Indemnification Statement:

(i) a written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct required to be eligible for indemnification; and

(ii) a written undertaking, constituting an unlimited general obligation of the Indemnitee, to repay the advance if it is ultimately determined that the Indemnitee did not meet the required standard of conduct.

If the Corporation determines that indemnification is authorized, the Indemnitee’s request for advance of Expenses shall be granted.

(d) Settlement . The Corporation is not liable to indemnify Indemnitee for any amounts paid in settlement of any Proceeding without Corporation’s written consent. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee may unreasonably withhold its consent to a proposed settlement.

Section 7.4. Contract and Related Rights .

(a) Contract Rights . The right of an Indemnitee to indemnification and advancement of expenses is a contract right upon which the Indemnitee shall be presumed to have relied in determining to serve or to continue to serve in his or her capacity with the Corporation. Such right shall continue as long as the Indemnitee shall be subject to any possible proceeding. Any amendment to or repeal of this Article shall not adversely affect any right or protection of an Indemnitee with respect to any acts or omissions of such Indemnitee occurring prior to such amendment or repeal.

(b) Optional Insurance, Contracts, and Funding . The Corporation may:

(i) maintain insurance, at its Expense, to protect itself and any Indemnitee against any Liability, whether or not the Corporation would have power to indemnify the individual against the same Liability under Sections 23B.08.510 or .520 of the WBCA, or a successor statute;

(ii) enter into contracts with any Indemnitee in furtherance of this Article and consistent with the Act; and

(iii) create a trust fund, grant a security interest, or use other means (including without limitation a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

(c) Severability . If any provision or application of this Article shall be invalid or unenforceable, the remainder of this Article and its remaining applications shall not be affected thereby, and shall continue in full force and effect.

(d) Right of Indemnitee to Bring Suit . If (i) a claim under this Article for indemnification is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation; or (ii) a claim under this Article for advancement of expenses is not paid in full by the Corporation within twenty (20) days after a written claim has been received by the Corporation, then the Indemnitee may, but need not, at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the extent successful in whole or in part, the Indemnitee shall be entitled to also be paid the Expense (to be proportionately prorated if the Indemnitee is only partially successful) of prosecuting such claim.

Neither: (i) the failure of the Corporation (including its Board of Directors, its shareholders, or independent legal counsel) to have made a determination prior to the commencement of such proceeding that indemnification or reimbursement or advancement of Expenses to the Indemnitee is proper in the circumstances; nor (ii) an actual determination by the Corporation (including its Board of Directors, its shareholders, or independent legal counsel) that the Indemnitee is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the Proceeding or create a presumption that the Indemnitee is not so entitled.

Section 7.5. Exceptions . Any other provision herein to the contrary notwithstanding, the Corporation shall not be obligated pursuant to the terms of these Bylaws to indemnify or advance Expenses to Indemnitee with respect to any Proceeding:

(a) initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce right to indemnification under these Bylaws or any other statute or law or as otherwise required under the statute; but such indemnification or advancement of Expenses may be provided by the Corporation in specific cases if the Board of Directors finds it to be appropriate;

(b) instituted by Indemnitee to enforce or interpret this Article VII, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(c) for which any of the Expenses or Liabilities for indemnification is being sought have been paid directly to Indemnitee by an insurance carrier under a policy of Officers’ and Directors’ liability insurance maintained by the Corporation; or

(d) for which the Corporation is prohibited by the WBCA or other applicable law as then in effect from paying such indemnification and/or advancement of Expenses. For example, the Corporation and Indemnitee acknowledge that the SEC has taken the position that indemnification is not possible for Liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain violations under the Employee Retirement Income Security Act of 1974. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation’s right to indemnify Indemnitee.

ARTICLE VIII

Limitation of Director Liability

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for:

(a) acts or omissions involving intentional misconduct by the director or a knowing violation of law by the director;

(b) conduct violating Section 23B.08.310 of the WBCA (which involves certain distributions by the Corporation); or

(c) any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.

If the WBCA is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the WBCA, as so amended. Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not

adversely affect any right or protection of a director of the Corporation with respect to any acts or omissions of such director occurring prior to such repeal or modification.

ARTICLE IX

Amendment of Bylaws

Section 9.1. By the Shareholders . These Bylaws may be amended or repealed at any annual or special meeting of the shareholders if notice of the proposed amendment is contained in the notice of the meeting.

Section 9.2. By the Board of Directors . These Bylaws may be amended or repealed by the affirmative vote of a majority of the whole Board of Directors at any meeting of the Board, if notice of the proposed amendment is contained in the notice of the meeting. However, the directors may not modify the Bylaws fixing their qualifications, classifications, or term of office.

The undersigned, as Secretary, of TrueBlue, Inc. executes these Bylaws on October 30, 2017.



		/s/ James E. Defebaugh

		James E. Defebaugh
		Secretary

EXHIBIT 31.1

CERTIFICATION

I, Steven C. Cooper, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of TrueBlue, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 30, 2017

/s/ Steven C. Cooper

Steven C. Cooper

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

I, Derrek L. Gafford, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of TrueBlue, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 30, 2017

/s/ Derrek L. Gafford

Derrek L. Gafford

Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

We, Steven C. Cooper, the chief executive officer of TrueBlue, Inc. (the “Company”), and Derrek L. Gafford, the chief financial officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report of the Company on Form 10-Q , for the fiscal period ended October 1, 2017 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



/s/ Steven C. Cooper		/s/ Derrek L. Gafford
Steven C. Cooper		Derrek L. Gafford
Chief Executive Officer		Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)

October 30, 2017

A signed original of this written statement required by Section 906 has been provided to TrueBlue, Inc. and will be retained by TrueBlue, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.