x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
94-1648752
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
2884 Sand Hill Road, Menlo Park, California
|
|
94025
|
(Address of principal executive offices)
|
|
(Zip code)
|
Title of each class
|
|
Name of each exchange
on which registered
|
Common Stock, Par Value $.001 per Share
|
|
New York Stock Exchange
|
•
|
create additional regulations that prohibit or restrict the types of employment services that the Company currently provides;
|
•
|
require new or additional benefits be paid to the Company’s employees;
|
•
|
require the Company to obtain additional licensing to provide employment services; or
|
•
|
increase taxes, such as sales or value-added taxes, payable by the providers of temporary workers.
|
|
|
Total
Number of
Shares
Purchased
|
|
|
|
Average
Price Paid
per Share
|
|
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans
|
|
Maximum
Number of
Shares that May
Yet Be
Purchased
Under Publicly
Announced
Plans (b)
|
|||||
October 1, 2017 to October 31, 2017
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
3,409,578
|
|
|
November 1, 2017 to November 30, 2017
|
|
375,591
|
|
|
|
|
$
|
53.78
|
|
|
375,591
|
|
|
3,033,987
|
|
December 1, 2017 to December 31, 2017
|
|
809,617
|
|
|
(a)
|
|
$
|
54.57
|
|
|
713,108
|
|
|
2,320,879
|
|
Total October 1, 2017 to December 31, 2017
|
|
1,185,208
|
|
|
|
|
|
|
1,088,699
|
|
|
|
(a)
|
Includes 96,509 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or exercise price.
|
(b)
|
Commencing in October 1997, the Company’s Board of Directors has, at various times, authorized the repurchase, from time to time, of the Company’s common stock on the open market or in privately negotiated transactions depending on market conditions. Since plan inception, a total of 108,000,000 shares have been authorized for repurchase of which 105,679,121 shares have been repurchased as of
December 31, 2017
. As disclosed in Note O and Item 9B, on February 13, 2018, an additional 10,000,000 shares have been authorized for repurchase bringing the total repurchase authorization since plan inception to 118,000,000.
|
(a)
|
This index represents the cumulative total return of the Company and the following corporations providing temporary or permanent employment services: Kelly Services, Inc.; Kforce Inc.; ManpowerGroup; and Resources Connection Inc. CDI Corp., which was previously included in this graph, was acquired by a private equity investor and ceased to be publicly traded effective September 13, 2017.
|
|
Global
|
|
United States
|
|
International
|
|||||||||
Temporary and consultant staffing
|
|
|
|
|
|
|
|
|
|
|
|
|||
As Reported
|
|
-0.4
|
%
|
|
|
|
-3.1
|
%
|
|
|
|
11.0
|
%
|
|
Billing Days Impact
|
|
0.4
|
%
|
|
|
|
0.3
|
%
|
|
|
|
0.5
|
%
|
|
Currency Impact
|
|
-0.3
|
%
|
|
|
|
—
|
|
|
|
|
-1.4
|
%
|
|
Same Billing Days and Constant Currency
|
|
-0.3
|
%
|
|
|
|
-2.8
|
%
|
|
|
|
10.1
|
%
|
|
Permanent placement staffing
|
|
|
|
|
|
|
|
|
|
|
|
|||
As Reported
|
|
4.7
|
%
|
|
|
|
0.9
|
%
|
|
|
|
14.1
|
%
|
|
Billing Days Impact
|
|
0.5
|
%
|
|
|
|
0.4
|
%
|
|
|
|
0.4
|
%
|
|
Currency Impact
|
|
-0.3
|
%
|
|
|
|
—
|
|
|
|
|
-1.0
|
%
|
|
Same Billing Days and Constant Currency
|
|
4.9
|
%
|
|
|
|
1.3
|
%
|
|
|
|
13.5
|
%
|
|
Risk consulting and internal audit services
|
|
|
|
|
|
|
|
|
|
|
|
|||
As Reported
|
|
1.5
|
%
|
|
|
|
0.0
|
%
|
|
|
|
9.5
|
%
|
|
Billing Days Impact
|
|
0.4
|
%
|
|
|
|
0.3
|
%
|
|
|
|
0.4
|
%
|
|
Currency Impact
|
|
0.0
|
%
|
|
|
|
—
|
|
|
|
|
0.3
|
%
|
|
Same Billing Days and Constant Currency
|
|
1.9
|
%
|
|
|
|
0.3
|
%
|
|
|
|
10.2
|
%
|
|
|
Global
|
|
United States
|
|
International
|
|||||||||
Temporary and consultant staffing
|
|
|
|
|
|
|
|
|
|
|
|
|||
As Reported
|
|
2.4
|
%
|
|
|
|
2.0
|
%
|
|
|
|
4.2
|
%
|
|
Billing Days Impact
|
|
-0.1
|
%
|
|
|
|
-0.1
|
%
|
|
|
|
-0.1
|
%
|
|
Currency Impact
|
|
0.5
|
%
|
|
|
|
—
|
|
|
|
|
2.8
|
%
|
|
Same Billing Days and Constant Currency
|
|
2.8
|
%
|
|
|
|
1.9
|
%
|
|
|
|
6.9
|
%
|
|
Permanent placement staffing
|
|
|
|
|
|
|
|
|
|
|
|
|||
As Reported
|
|
-0.5
|
%
|
|
|
|
0.3
|
%
|
|
|
|
-2.3
|
%
|
|
Billing Days Impact
|
|
-0.1
|
%
|
|
|
|
-0.2
|
%
|
|
|
|
-0.1
|
%
|
|
Currency Impact
|
|
0.9
|
%
|
|
|
|
—
|
|
|
|
|
3.0
|
%
|
|
Same Billing Days and Constant Currency
|
|
0.3
|
%
|
|
|
|
0.1
|
%
|
|
|
|
0.6
|
%
|
|
Risk consulting and internal audit services
|
|
|
|
|
|
|
|
|
|
|
|
|||
As Reported
|
|
8.3
|
%
|
|
|
|
8.0
|
%
|
|
|
|
9.6
|
%
|
|
Billing Days Impact
|
|
-0.2
|
%
|
|
|
|
-0.1
|
%
|
|
|
|
-0.2
|
%
|
|
Currency Impact
|
|
0.4
|
%
|
|
|
|
—
|
|
|
|
|
2.3
|
%
|
|
Same Billing Days and Constant Currency
|
|
8.5
|
%
|
|
|
|
7.9
|
%
|
|
|
|
11.7
|
%
|
|
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
|
|
2018
|
|
2019 and 2020
|
|
2021 and 2022
|
|
Thereafter
|
|
Total
|
||||||||||
Long-term debt obligations
|
|
$
|
252
|
|
|
$
|
505
|
|
|
$
|
252
|
|
|
$
|
—
|
|
|
$
|
1,009
|
|
Operating lease obligations
|
|
85,484
|
|
|
137,984
|
|
|
82,642
|
|
|
64,042
|
|
|
370,152
|
|
|||||
Purchase obligations
|
|
59,854
|
|
|
47,521
|
|
|
17,737
|
|
|
11,490
|
|
|
136,602
|
|
|||||
Other liabilities
|
|
1,177
|
|
|
1,695
|
|
|
1,153
|
|
|
6,353
|
|
|
10,378
|
|
|||||
Total
|
|
$
|
146,767
|
|
|
$
|
187,705
|
|
|
$
|
101,784
|
|
|
$
|
81,885
|
|
|
$
|
518,141
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
294,753
|
|
|
$
|
260,201
|
|
Accounts receivable, less allowances of $33,181 and $33,133
|
|
732,405
|
|
|
703,228
|
|
||
Other current assets
|
|
404,711
|
|
|
320,805
|
|
||
Total current assets
|
|
1,431,869
|
|
|
1,284,234
|
|
||
Goodwill
|
|
210,885
|
|
|
209,793
|
|
||
Other intangible assets, net
|
|
4,946
|
|
|
3,671
|
|
||
Property and equipment, net
|
|
144,887
|
|
|
161,509
|
|
||
Noncurrent deferred income taxes
|
|
74,867
|
|
|
118,764
|
|
||
Total assets
|
|
$
|
1,867,454
|
|
|
$
|
1,777,971
|
|
LIABILITIES
|
|
|
|
|
||||
Accounts payable and accrued expenses
|
|
$
|
126,937
|
|
|
$
|
135,540
|
|
Accrued payroll and benefit costs
|
|
612,899
|
|
|
539,048
|
|
||
Income taxes payable
|
|
7,877
|
|
|
5,141
|
|
||
Current portion of notes payable and other indebtedness
|
|
183
|
|
|
167
|
|
||
Total current liabilities
|
|
747,896
|
|
|
679,896
|
|
||
Notes payable and other indebtedness, less current portion
|
|
657
|
|
|
840
|
|
||
Other liabilities
|
|
13,636
|
|
|
10,636
|
|
||
Total liabilities
|
|
762,189
|
|
|
691,372
|
|
||
Commitments and Contingencies (Note I)
|
|
|
|
|
||||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Preferred stock, $.001 par value authorized 5,000,000 shares; issued and outstanding
zero shares
|
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value authorized 260,000,000 shares; issued and
outstanding 124,261,458 and 127,796,558 shares
|
|
124
|
|
|
128
|
|
||
Capital surplus
|
|
1,064,601
|
|
|
1,022,411
|
|
||
Accumulated other comprehensive income (loss)
|
|
3,507
|
|
|
(20,502
|
)
|
||
Retained earnings
|
|
37,033
|
|
|
84,562
|
|
||
Total stockholders’ equity
|
|
1,105,265
|
|
|
1,086,599
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,867,454
|
|
|
$
|
1,777,971
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net service revenues
|
|
$
|
5,266,789
|
|
|
$
|
5,250,399
|
|
|
$
|
5,094,933
|
|
Direct costs of services, consisting of payroll, payroll taxes, benefit
costs and reimbursable expenses
|
|
3,102,977
|
|
|
3,089,723
|
|
|
2,980,462
|
|
|||
Gross margin
|
|
2,163,812
|
|
|
2,160,676
|
|
|
2,114,471
|
|
|||
Selling, general and administrative expenses
|
|
1,646,532
|
|
|
1,606,217
|
|
|
1,533,799
|
|
|||
Amortization of intangible assets
|
|
1,563
|
|
|
1,237
|
|
|
192
|
|
|||
Interest income, net
|
|
(1,799
|
)
|
|
(888
|
)
|
|
(550
|
)
|
|||
Income before income taxes
|
|
517,516
|
|
|
554,110
|
|
|
581,030
|
|
|||
Provision for income taxes
|
|
226,932
|
|
|
210,721
|
|
|
223,234
|
|
|||
Net income
|
|
$
|
290,584
|
|
|
$
|
343,389
|
|
|
$
|
357,796
|
|
Net income per share :
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.34
|
|
|
$
|
2.68
|
|
|
$
|
2.72
|
|
Diluted
|
|
$
|
2.33
|
|
|
$
|
2.67
|
|
|
$
|
2.69
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
124,152
|
|
|
127,991
|
|
|
131,749
|
|
|||
Diluted
|
|
124,892
|
|
|
128,766
|
|
|
132,930
|
|
|||
Cash dividends declared per share
|
|
$
|
.96
|
|
|
$
|
.88
|
|
|
$
|
.80
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
290,584
|
|
|
$
|
343,389
|
|
|
$
|
357,796
|
|
Foreign currency translation adjustments, net of tax
|
|
24,009
|
|
|
(10,208
|
)
|
|
(25,024
|
)
|
|||
Total comprehensive income
|
|
$
|
314,593
|
|
|
$
|
333,181
|
|
|
$
|
332,772
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
COMMON STOCK—SHARES:
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
127,797
|
|
|
131,156
|
|
|
135,134
|
|
|||
Net issuances of restricted stock
|
|
918
|
|
|
1,039
|
|
|
785
|
|
|||
Repurchases of common stock
|
|
(4,454
|
)
|
|
(4,405
|
)
|
|
(4,817
|
)
|
|||
Exercises of stock options
|
|
—
|
|
|
7
|
|
|
54
|
|
|||
Balance at end of period
|
|
124,261
|
|
|
127,797
|
|
|
131,156
|
|
|||
COMMON STOCK—PAR VALUE:
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
128
|
|
|
$
|
131
|
|
|
$
|
135
|
|
Net issuances of restricted stock
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
Repurchases of common stock
|
|
(5
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|||
Exercises of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
|
$
|
124
|
|
|
$
|
128
|
|
|
$
|
131
|
|
CAPITAL SURPLUS:
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
1,022,411
|
|
|
$
|
979,477
|
|
|
$
|
928,157
|
|
Net issuances of restricted stock at par value
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Stock-based compensation expense
|
|
42,191
|
|
|
42,699
|
|
|
41,292
|
|
|||
Exercises of stock options—excess over par value
|
|
—
|
|
|
223
|
|
|
1,529
|
|
|||
Tax impact of equity incentive plans
|
|
—
|
|
|
13
|
|
|
8,500
|
|
|||
Balance at end of period
|
|
$
|
1,064,601
|
|
|
$
|
1,022,411
|
|
|
$
|
979,477
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
(20,502
|
)
|
|
$
|
(10,294
|
)
|
|
$
|
14,730
|
|
Foreign currency translation adjustments, net of tax
|
|
24,009
|
|
|
(10,208
|
)
|
|
(25,024
|
)
|
|||
Balance at end of period
|
|
$
|
3,507
|
|
|
$
|
(20,502
|
)
|
|
$
|
(10,294
|
)
|
RETAINED EARNINGS:
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
84,562
|
|
|
$
|
34,467
|
|
|
$
|
36,836
|
|
Net income
|
|
290,584
|
|
|
343,389
|
|
|
357,796
|
|
|||
Repurchases of common stock—excess over par value
|
|
(217,031
|
)
|
|
(178,780
|
)
|
|
(252,916
|
)
|
|||
Cash dividends ($.96 per share, $.88 per share and $.80 per share)
|
|
(121,082
|
)
|
|
(114,514
|
)
|
|
(107,249
|
)
|
|||
Balance at end of period
|
|
$
|
37,033
|
|
|
$
|
84,562
|
|
|
$
|
34,467
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
290,584
|
|
|
$
|
343,389
|
|
|
$
|
357,796
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Amortization of intangible assets
|
|
1,563
|
|
|
1,237
|
|
|
192
|
|
|||
Depreciation expense
|
|
63,930
|
|
|
63,078
|
|
|
53,273
|
|
|||
Stock-based compensation expense—restricted stock and stock
units
|
|
42,191
|
|
|
42,699
|
|
|
41,292
|
|
|||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
(1,822
|
)
|
|
(8,762
|
)
|
|||
Deferred income taxes
|
|
44,091
|
|
|
(1,868
|
)
|
|
(8,579
|
)
|
|||
Provision for doubtful accounts
|
|
8,022
|
|
|
9,192
|
|
|
12,005
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Increase in accounts receivable
|
|
(17,039
|
)
|
|
(15,888
|
)
|
|
(75,745
|
)
|
|||
Increase in accounts payable, accrued expenses, accrued payroll and benefit
costs
|
|
47,832
|
|
|
19,726
|
|
|
60,232
|
|
|||
(Decrease) increase in income taxes payable, net
|
|
(9,655
|
)
|
|
(8,246
|
)
|
|
19,948
|
|
|||
Change in other assets, net of change in other liabilities
|
|
(18,528
|
)
|
|
(9,416
|
)
|
|
(13,416
|
)
|
|||
Net cash flows provided by operating activities
|
|
452,991
|
|
|
442,081
|
|
|
438,236
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Payments for acquisitions, net of cash acquired
|
|
(1,160
|
)
|
|
(2,200
|
)
|
|
(14,668
|
)
|
|||
Capital expenditures
|
|
(40,753
|
)
|
|
(82,956
|
)
|
|
(75,057
|
)
|
|||
Payments to trusts for employee deferred compensation plans
|
|
(36,584
|
)
|
|
(27,079
|
)
|
|
(28,225
|
)
|
|||
Net cash flows used in investing activities
|
|
(78,497
|
)
|
|
(112,235
|
)
|
|
(117,950
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Repurchases of common stock
|
|
(231,724
|
)
|
|
(176,031
|
)
|
|
(271,138
|
)
|
|||
Cash dividends paid
|
|
(121,000
|
)
|
|
(114,164
|
)
|
|
(107,561
|
)
|
|||
Decrease in notes payable and other indebtedness
|
|
(167
|
)
|
|
(154
|
)
|
|
(140
|
)
|
|||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
1,822
|
|
|
8,762
|
|
|||
Proceeds from exercises of stock options
|
|
—
|
|
|
223
|
|
|
1,529
|
|
|||
Net cash flows used in financing activities
|
|
(352,891
|
)
|
|
(288,304
|
)
|
|
(368,548
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
12,949
|
|
|
(5,918
|
)
|
|
(14,280
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
34,552
|
|
|
35,624
|
|
|
(62,542
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
260,201
|
|
|
224,577
|
|
|
287,119
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
294,753
|
|
|
$
|
260,201
|
|
|
$
|
224,577
|
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
278
|
|
|
$
|
266
|
|
|
$
|
285
|
|
Income taxes, net of refunds
|
|
$
|
190,954
|
|
|
$
|
219,415
|
|
|
$
|
212,668
|
|
Non-cash items:
|
|
|
|
|
|
|
||||||
Stock repurchases awaiting settlement
|
|
$
|
—
|
|
|
$
|
14,688
|
|
|
$
|
11,935
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Advertising Costs
|
|
$
|
49,433
|
|
|
$
|
47,312
|
|
|
$
|
44,015
|
|
Computer hardware
|
2 to 3 years
|
Computer software
|
2 to 5 years
|
Furniture and equipment
|
5 years
|
Leasehold improvements
|
Term of lease,
5 years maximum
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Internal-use software development costs
|
|
$
|
9,030
|
|
|
$
|
33,753
|
|
|
$
|
31,964
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deposits in trusts for employee deferred compensation plans
|
|
$
|
292,326
|
|
|
$
|
236,371
|
|
Other
|
|
112,385
|
|
|
84,434
|
|
||
Other current assets
|
|
$
|
404,711
|
|
|
$
|
320,805
|
|
|
Goodwill
|
||||||||||||||
|
Temporary and consultant staffing
|
|
Permanent placement staffing
|
|
Risk consulting and internal audit services
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
133,173
|
|
|
$
|
26,251
|
|
|
$
|
49,155
|
|
|
$
|
208,579
|
|
Acquisitions
|
1,248
|
|
|
—
|
|
|
299
|
|
|
1,547
|
|
||||
Foreign currency translation adjustments
|
(546
|
)
|
|
(236
|
)
|
|
449
|
|
|
(333
|
)
|
||||
Balance as of December 31, 2016
|
$
|
133,875
|
|
|
$
|
26,015
|
|
|
$
|
49,903
|
|
|
$
|
209,793
|
|
Foreign currency translation adjustments
|
613
|
|
|
144
|
|
|
335
|
|
|
1,092
|
|
||||
Balance as of December 31, 2017
|
$
|
134,488
|
|
|
$
|
26,159
|
|
|
$
|
50,238
|
|
|
$
|
210,885
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Computer hardware
|
|
$
|
171,515
|
|
|
$
|
170,746
|
|
Computer software
|
|
376,761
|
|
|
374,490
|
|
||
Furniture and equipment
|
|
102,424
|
|
|
100,472
|
|
||
Leasehold improvements
|
|
148,764
|
|
|
133,541
|
|
||
Other
|
|
9,907
|
|
|
9,993
|
|
||
Property and equipment, cost
|
|
809,371
|
|
|
789,242
|
|
||
Accumulated depreciation
|
|
(664,484
|
)
|
|
(627,733
|
)
|
||
Property and equipment, net
|
|
$
|
144,887
|
|
|
$
|
161,509
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Payroll and benefits
|
|
$
|
256,804
|
|
|
$
|
243,301
|
|
Employee deferred compensation plans
|
|
312,429
|
|
|
252,349
|
|
||
Workers’ compensation
|
|
17,092
|
|
|
19,361
|
|
||
Payroll taxes
|
|
26,574
|
|
|
24,037
|
|
||
Accrued payroll and benefit costs
|
|
$
|
612,899
|
|
|
$
|
539,048
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred compensation plan and other benefits related to the
Company’s Chief Executive Officer
|
|
$
|
86,145
|
|
|
$
|
83,899
|
|
2018
|
$
|
183
|
|
2019
|
200
|
|
|
2020
|
218
|
|
|
2021
|
239
|
|
|
2022
|
—
|
|
|
|
$
|
840
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
133,097
|
|
|
$
|
156,937
|
|
|
$
|
181,640
|
|
State
|
|
24,944
|
|
|
34,927
|
|
|
36,281
|
|
|||
Foreign
|
|
27,079
|
|
|
20,725
|
|
|
13,892
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal and state
|
|
41,717
|
|
|
(3,785
|
)
|
|
(8,398
|
)
|
|||
Foreign
|
|
95
|
|
|
1,917
|
|
|
(181
|
)
|
|||
|
|
$
|
226,932
|
|
|
$
|
210,721
|
|
|
$
|
223,234
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Federal U.S. income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
|
3.7
|
|
|
4.2
|
|
|
4.2
|
|
Non-deductible expenses
|
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
Non-U.S. income taxed at different rates, net of foreign tax
credits
|
|
—
|
|
|
(0.6
|
)
|
|
0.1
|
|
Federal tax credits
|
|
(1.3
|
)
|
|
(0.8
|
)
|
|
(0.6
|
)
|
Tax impact of uncertain tax positions
|
|
0.2
|
|
|
—
|
|
|
(0.2
|
)
|
Valuation allowance release, net
|
|
—
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
Tax effects of TCJA
|
|
6.5
|
|
|
—
|
|
|
—
|
|
Other, net
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
Effective tax rate
|
|
43.9
|
%
|
|
38.0
|
%
|
|
38.4
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Amortization of franchise rights
|
|
$
|
495
|
|
|
$
|
500
|
|
|
$
|
514
|
|
Amortization of other intangibles
|
|
1,193
|
|
|
1,221
|
|
|
1,590
|
|
|||
Accrued expenses, deducted for tax when paid
|
|
15,213
|
|
|
(6,889
|
)
|
|
(17,664
|
)
|
|||
Capitalized costs for books, deducted for tax
|
|
(5,790
|
)
|
|
5,901
|
|
|
5,315
|
|
|||
Depreciation
|
|
(4,079
|
)
|
|
(2,405
|
)
|
|
(5,932
|
)
|
|||
Federal impact of unrecognized tax benefits
|
|
39
|
|
|
75
|
|
|
1,058
|
|
|||
Foreign tax credit carryforwards
|
|
—
|
|
|
—
|
|
|
3,636
|
|
|||
Tax effects of TCJA
|
|
34,633
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
108
|
|
|
(271
|
)
|
|
2,904
|
|
|||
|
|
$
|
41,812
|
|
|
$
|
(1,868
|
)
|
|
$
|
(8,579
|
)
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred Income Tax Assets
|
|
|
|
|
||||
Provision for bad debts
|
|
$
|
6,794
|
|
|
$
|
10,510
|
|
Deferred compensation and other benefit obligations
|
|
68,101
|
|
|
112,811
|
|
||
Workers’ compensation
|
|
3,127
|
|
|
5,634
|
|
||
Stock-based compensation
|
|
8,614
|
|
|
16,772
|
|
||
Credits and net operating loss carryforwards
|
|
30,087
|
|
|
30,534
|
|
||
Other
|
|
13,343
|
|
|
18,116
|
|
||
Total deferred income tax assets
|
|
130,066
|
|
|
194,377
|
|
||
Deferred Income Tax Liabilities
|
|
|
|
|
||||
Amortization of intangible assets
|
|
(20,220
|
)
|
|
(28,681
|
)
|
||
Property and equipment basis differences
|
|
(4,421
|
)
|
|
(16,640
|
)
|
||
Other
|
|
(10,847
|
)
|
|
(11,658
|
)
|
||
Total deferred income tax liabilities
|
|
(35,488
|
)
|
|
(56,979
|
)
|
||
Valuation allowance
|
|
(20,178
|
)
|
|
(18,907
|
)
|
||
Total deferred income tax assets, net
|
|
$
|
74,400
|
|
|
$
|
118,491
|
|
|
|
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of period
|
|
$
|
731
|
|
|
$
|
814
|
|
|
$
|
4,573
|
|
Gross increases—tax positions in prior years
|
|
1,503
|
|
|
92
|
|
|
—
|
|
|||
Gross decreases—tax positions in prior years
|
|
(257
|
)
|
|
—
|
|
|
(1,807
|
)
|
|||
Gross increases—tax positions in current year
|
|
956
|
|
|
114
|
|
|
120
|
|
|||
Settlements
|
|
(40
|
)
|
|
—
|
|
|
(520
|
)
|
|||
Lapse of statute of limitations
|
|
(7
|
)
|
|
(289
|
)
|
|
(1,552
|
)
|
|||
Balance at end of period
|
|
$
|
2,886
|
|
|
$
|
731
|
|
|
$
|
814
|
|
2018
|
$
|
85,484
|
|
2019
|
73,763
|
|
|
2020
|
64,221
|
|
|
2021
|
47,107
|
|
|
2022
|
35,535
|
|
|
Thereafter
|
64,042
|
|
|
|
$
|
370,152
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Common stock repurchased (in shares)
|
|
4,046
|
|
|
4,046
|
|
|
4,343
|
|
|||
Common stock repurchased
|
|
$
|
196,645
|
|
|
$
|
163,614
|
|
|
$
|
228,166
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Repurchases related to employee stock plans (in shares)
|
|
408
|
|
|
359
|
|
|
474
|
|
|||
Repurchases related to employee stock plans
|
|
$
|
20,391
|
|
|
$
|
15,170
|
|
|
$
|
24,755
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash dividends declared per share
|
|
$
|
.96
|
|
|
$
|
.88
|
|
|
$
|
.80
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restricted stock and stock units - expense
|
|
$
|
42,191
|
|
|
$
|
42,699
|
|
|
$
|
41,292
|
|
|
|
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restricted stock and stock units - unrecognized future costs
|
|
$
|
62,730
|
|
|
$
|
60,481
|
|
|
$
|
60,627
|
|
|
|
Restricted Stock Plans
without Market-Condition
|
|
Restricted Stock Plans
with Market-Condition
|
|
Stock Option Plans
|
|||||||||||||||
|
|
Number of
Shares/
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares/
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares/
Units
|
|
Weighted
Average Exercise
Price Per Share
|
|||||||||
Outstanding, December 31, 2014
|
|
|
1,165
|
|
|
|
$36.47
|
|
|
1,234
|
|
|
|
$40.24
|
|
|
77
|
|
|
|
$29.22
|
Granted
|
|
|
502
|
|
|
|
$58.14
|
|
|
257
|
|
|
|
$71.86
|
|
|
—
|
|
|
|
—
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(54
|
)
|
|
|
$28.18
|
Restrictions lapsed
|
|
|
(599
|
)
|
|
|
$36.30
|
|
|
(499
|
)
|
|
|
$31.41
|
|
|
—
|
|
|
|
—
|
Forfeited
|
|
|
(16
|
)
|
|
|
$37.63
|
|
|
—
|
|
|
|
—
|
|
|
(11
|
)
|
|
|
$30.94
|
Outstanding, December 31, 2015
|
|
|
1,052
|
|
|
|
$46.88
|
|
|
992
|
|
|
|
$52.89
|
|
|
12
|
|
|
|
$32.36
|
Granted
|
|
|
772
|
|
|
|
$38.47
|
|
|
358
|
|
|
|
$45.93
|
|
|
—
|
|
|
|
—
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(7
|
)
|
|
|
$32.36
|
Restrictions lapsed
|
|
|
(545
|
)
|
|
|
$42.42
|
|
|
(364
|
)
|
|
|
$43.04
|
|
|
—
|
|
|
|
—
|
Forfeited
|
|
|
(36
|
)
|
|
|
$41.28
|
|
|
(36
|
)
|
|
|
$43.04
|
|
|
(5
|
)
|
|
|
$32.36
|
Outstanding, December 31, 2016
|
|
|
1,243
|
|
|
|
$43.78
|
|
|
950
|
|
|
|
$54.42
|
|
|
—
|
|
|
|
—
|
Granted
|
|
|
904
|
|
|
|
$47.86
|
|
|
50
|
|
|
|
$50.09
|
|
|
—
|
|
|
|
—
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
Restrictions lapsed
|
|
|
(616
|
)
|
|
|
$44.09
|
|
|
(384
|
)
|
|
|
$50.09
|
|
|
—
|
|
|
|
—
|
Forfeited
|
|
|
(41
|
)
|
|
|
$43.68
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
Outstanding, December 31, 2017
|
|
|
1,490
|
|
|
|
$46.13
|
|
|
616
|
|
|
|
$56.76
|
|
|
—
|
|
|
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total pre-tax intrinsic value of stock options exercised
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
1,709
|
|
Total fair value of shares vested
|
|
$
|
50,385
|
|
|
$
|
39,302
|
|
|
$
|
56,570
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
290,584
|
|
|
$
|
343,389
|
|
|
$
|
357,796
|
|
Basic:
|
|
|
|
|
|
|
||||||
Weighted average shares
|
|
124,152
|
|
|
127,991
|
|
|
131,749
|
|
|||
Diluted:
|
|
|
|
|
|
|
||||||
Weighted average shares
|
|
124,152
|
|
|
127,991
|
|
|
131,749
|
|
|||
Dilutive effect of potential common shares
|
|
740
|
|
|
775
|
|
|
1,181
|
|
|||
Diluted weighted average shares
|
|
124,892
|
|
|
128,766
|
|
|
132,930
|
|
|||
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.34
|
|
|
$
|
2.68
|
|
|
$
|
2.72
|
|
Diluted
|
|
$
|
2.33
|
|
|
$
|
2.67
|
|
|
$
|
2.69
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net service revenues
|
|
|
|
|
|
|
||||||
Temporary and consultant staffing
|
|
$
|
4,011,042
|
|
|
$
|
4,026,777
|
|
|
$
|
3,930,843
|
|
Permanent placement staffing
|
|
439,214
|
|
|
419,314
|
|
|
421,411
|
|
|||
Risk consulting and internal audit services
|
|
816,533
|
|
|
804,308
|
|
|
742,679
|
|
|||
|
|
$
|
5,266,789
|
|
|
$
|
5,250,399
|
|
|
$
|
5,094,933
|
|
Operating income
|
|
|
|
|
|
|
||||||
Temporary and consultant staffing
|
|
$
|
355,700
|
|
|
$
|
393,704
|
|
|
$
|
399,808
|
|
Permanent placement staffing
|
|
77,673
|
|
|
80,001
|
|
|
85,019
|
|
|||
Risk consulting and internal audit services
|
|
83,907
|
|
|
80,754
|
|
|
95,845
|
|
|||
|
|
517,280
|
|
|
554,459
|
|
|
580,672
|
|
|||
Amortization of intangible assets
|
|
1,563
|
|
|
1,237
|
|
|
192
|
|
|||
Interest income, net
|
|
(1,799
|
)
|
|
(888
|
)
|
|
(550
|
)
|
|||
Income before income taxes
|
|
$
|
517,516
|
|
|
$
|
554,110
|
|
|
$
|
581,030
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net service revenues (a)
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
4,121,701
|
|
|
$
|
4,220,477
|
|
|
$
|
4,105,013
|
|
Foreign (b)
|
|
1,145,088
|
|
|
1,029,922
|
|
|
989,920
|
|
|||
|
|
$
|
5,266,789
|
|
|
$
|
5,250,399
|
|
|
$
|
5,094,933
|
|
|
|
|
|
|
|
|
||||||
|
|
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Assets, long-lived
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
113,069
|
|
|
$
|
136,434
|
|
|
$
|
117,176
|
|
Foreign
|
|
31,818
|
|
|
25,075
|
|
|
25,730
|
|
|||
|
|
$
|
144,887
|
|
|
$
|
161,509
|
|
|
$
|
142,906
|
|
|
Quarter
|
||||||||||||||
2017
|
1
|
|
2
|
|
3
|
|
4
|
||||||||
Net service revenues
|
$
|
1,287,370
|
|
|
$
|
1,308,428
|
|
|
$
|
1,324,709
|
|
|
$
|
1,346,282
|
|
Gross margin
|
$
|
525,828
|
|
|
$
|
538,438
|
|
|
$
|
546,400
|
|
|
$
|
553,146
|
|
Income before income taxes
|
$
|
125,501
|
|
|
$
|
130,707
|
|
|
$
|
132,270
|
|
|
$
|
129,038
|
|
Net income
|
$
|
78,521
|
|
|
$
|
80,316
|
|
|
$
|
84,700
|
|
|
$
|
47,047
|
|
Basic net income per share
|
$
|
.63
|
|
|
$
|
.64
|
|
|
$
|
.69
|
|
|
$
|
.38
|
|
Diluted net income per share
|
$
|
.62
|
|
|
$
|
.64
|
|
|
$
|
.68
|
|
|
$
|
.38
|
|
|
Quarter
|
||||||||||||||
2016
|
1
|
|
2
|
|
3
|
|
4
|
||||||||
Net service revenues
|
$
|
1,302,625
|
|
|
$
|
1,344,160
|
|
|
$
|
1,338,541
|
|
|
$
|
1,265,073
|
|
Gross margin
|
$
|
531,972
|
|
|
$
|
556,993
|
|
|
$
|
552,509
|
|
|
$
|
519,202
|
|
Income before income taxes
|
$
|
133,791
|
|
|
$
|
149,414
|
|
|
$
|
146,324
|
|
|
$
|
124,581
|
|
Net income
|
$
|
83,416
|
|
|
$
|
91,616
|
|
|
$
|
90,569
|
|
|
$
|
77,788
|
|
Basic net income per share
|
$
|
.65
|
|
|
$
|
.71
|
|
|
$
|
.71
|
|
|
$
|
.61
|
|
Diluted net income per share
|
$
|
.64
|
|
|
$
|
.71
|
|
|
$
|
.71
|
|
|
$
|
.61
|
|
Quarterly dividend per share
|
$.28
|
Declaration date
|
February 13, 2018
|
Record date
|
February 23, 2018
|
Payment date
|
March 15, 2018
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
A
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
B
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column A)
C
|
Equity compensation plans approved by security holders
|
|
—
|
|
—
|
|
3,794,824
|
Equity compensation plans not approved by security holders
|
|
—
|
|
—
|
|
—
|
Total
|
|
—
|
|
—
|
|
3,794,824
|
(a)
|
1. Financial Statements
|
|
Page(s)
|
|
Consolidated statements of financial position at December 31, 2017 and 2016
|
25
|
|
Consolidated statements of operations for the years ended December 31, 2017, 2016, and 2015
|
26
|
|
Consolidated statements of comprehensive income for the years ended December 31, 2017, 2016, and 2015
|
27
|
|
Consolidated statements of stockholders’ equity for the years ended December 31, 2017, 2016, and 2015
|
28
|
|
Consolidated statements of cash flows for the years ended December 31, 2017, 2016, and 2015
|
29
|
|
Notes to consolidated financial statements
|
30-44
|
|
Report of independent registered public accounting firm
|
45-46
|
|
Selected quarterly financial data for the years ended December 31, 2017 and 2016 are set forth in Note N—Quarterly Financial Data (Unaudited) included in Item 8 of this report.
|
44
|
|
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016, and 2015
|
55
|
|
Exhibit
No.
|
|
Exhibit
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
*10.1
|
|
|
*10.2
|
|
Employment Agreement between the Registrant and Harold M. Messmer, Jr., incorporated by reference to (i) Exhibit 10.(c) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1985(P), (ii) Exhibit 10.2(b) to Registrant’s Registration Statement on Form S-1 (No. 33-15171)(P), (iii) Exhibit 10.2(c) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1987(P), (iv) Exhibit 10.2(d) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1988(P), (v) Exhibit 28.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1990(P), (vi) Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991(P), (vii) Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1993(P), (viii)
Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993
, (ix)
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995
, (x)
Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995
, (xi)
Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996
, (xii)
Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997
, (xiii)
Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998
, (xiv)
Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999
, (xv)
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004
, (xvi)
Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008
, and (xvii)
Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010
.
|
|
|
|
*10.3
|
|
|
|
|
|
*10.4
|
|
|
|
|
|
*10.5
|
|
|
|
|
|
*10.6
|
|
|
|
|
|
*10.7
|
|
|
|
|
|
*10.8
|
|
Form of Indemnification Agreement for Directors of the Registrant, incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989(P).
|
|
|
|
*10.9
|
|
|
|
|
|
*10.10
|
|
|
|
|
|
*10.11
|
|
Collateral Assignment of Split Dollar Insurance Agreement, incorporated by reference to (i)
Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000
, and (ii)
Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003
.
|
Exhibit
No.
|
|
Exhibit
|
|
|
|
*10.12
|
|
|
|
|
|
*10.13
|
|
|
|
|
|
*10.14
|
|
|
|
|
|
*10.15
|
|
|
|
|
|
*10.16
|
|
|
|
|
|
*10.17
|
|
|
|
|
|
*10.18
|
|
|
|
|
|
*10.19
|
|
|
|
|
|
*10.20
|
|
|
|
|
|
*10.21
|
|
|
|
|
|
*10.22
|
|
|
|
|
|
*10.23
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.1
|
|
Part II, Item 8 of this Form 10-K formatted in XBRL.
|
|
|
|
ROBERT HALF INTERNATIONAL INC.
(Registrant)
|
||
|
|
|
|
Date: February 20, 2018
|
By:
|
|
/s/ M. K
EITH
W
ADDELL
|
|
|
|
M. Keith Waddell
Vice Chairman, President and
Chief Financial Officer
(Principal Financial Officer)
|
Date: February 20, 2018
|
By:
|
|
/s/ H
AROLD
M. M
ESSMER
, J
R
.
|
|
|
|
Harold M. Messmer, Jr.
Chairman of the Board,
Chief Executive Officer,
and a Director
(Principal Executive Officer)
|
|
|
|
|
Date: February 20, 2018
|
By:
|
|
/s/ M
ARC
H. M
ORIAL
|
|
|
|
Marc H. Morial, Director
|
|
|
|
|
Date: February 20, 2018
|
By:
|
|
/s/ B
ARBARA
J. N
OVOGRADAC
|
|
|
|
Barbara J. Novogradac, Director
|
|
|
|
|
Date: February 20, 2018
|
By:
|
|
/s/ R
OBERT
J. P
ACE
|
|
|
|
Robert J. Pace, Director
|
|
|
|
|
Date: February 20, 2018
|
By:
|
|
/s/ F
REDERICK
A. R
ICHMAN
|
|
|
|
Frederick A. Richman, Director
|
|
|
|
|
Date: February 20, 2018
|
By:
|
|
/s/ M. K
EITH
W
ADDELL
|
|
|
|
M. Keith Waddell
Vice Chairman, President,
Chief Financial Officer and a Director
(Principal Financial Officer)
|
|
|
|
|
Date: February 20, 2018
|
By:
|
|
/s/ M
ICHAEL
C. B
UCKLEY
|
|
|
|
Michael C. Buckley
Executive Vice President and Treasurer
(Principal Accounting Officer)
|
|
|
Balance at
Beginning of
Period
|
|
Charged to
Expenses
|
|
Deductions
|
|
Translation
Adjustments
|
|
Balance at
End of Period
|
|||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful accounts receivable
|
|
$
|
30,544
|
|
|
12,005
|
|
|
(5,353
|
)
|
|
(2,109
|
)
|
|
$
|
35,087
|
|
Deferred tax valuation allowance
|
|
$
|
29,561
|
|
|
6,283
|
|
|
(8,068
|
)
|
|
(1,447
|
)
|
|
$
|
26,329
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful accounts receivable
|
|
$
|
35,087
|
|
|
9,192
|
|
|
(9,907
|
)
|
|
(1,239
|
)
|
|
$
|
33,133
|
|
Deferred tax valuation allowance
|
|
$
|
26,329
|
|
|
2,160
|
|
|
(9,517
|
)
|
|
(65
|
)
|
|
$
|
18,907
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful accounts receivable
|
|
$
|
33,133
|
|
|
8,022
|
|
|
(8,751
|
)
|
|
777
|
|
|
$
|
33,181
|
|
Deferred tax valuation allowance
|
|
$
|
18,907
|
|
|
1,411
|
|
|
(1,275
|
)
|
|
1,135
|
|
|
$
|
20,178
|
|
(x)
|
the number of persons that the Board of Directors decides to nominate pursuant to an agreement, arrangement or other understanding with one or more stockholders or beneficial owners, as the case may be, in lieu of such person being formally nominated as a director pursuant to this subsection 9(a)(3) or Section 9(a)(2);
|
(y)
|
the number of persons that the Board decides to nominate for re-election who were previously elected to the Board based on a nomination made pursuant to this subsection 9(a)(3) or pursuant to an agreement, arrangement or other understanding with one or more stockholders or beneficial owners, as the case may be, in lieu of such person being formally nominated as a director pursuant to this subsection 9(a)(3), in each case, at one of the previous two annual meetings; and
|
(z)
|
the number of persons that the Board decides to nominate for re-election who were previously elected to the Board based on a
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation
|
|
|
|
RH Holding Company, Inc.
|
|
California
|
|
|
|
Robert Half of California, Inc.
|
|
California
|
|
|
|
Robert Half Staffing, LLC
|
|
California
|
|
|
|
Robert Half Temporaries, Inc.
|
|
California
|
|
|
|
Jersey Temporaries, Inc.
|
|
Delaware
|
|
|
|
Protiviti Inc.
|
|
Delaware
|
|
|
|
Protiviti Holdings Inc.
|
|
Delaware
|
|
|
|
RH-TM Resources, Inc.
|
|
Delaware
|
|
|
|
Protiviti Government Services, Inc.
|
|
Maryland
|
|
|
|
Robert Half Corporation
|
|
Nevada
|
|
|
|
Robert Half Nevada Staff, Inc.
|
|
Nevada
|
|
|
|
Robert Half of Pennsylvania, Inc.
|
|
Pennsylvania
|
|
|
|
Protiviti Pty. Limited
|
|
Australia
|
|
|
|
Robert Half Australia Pty. Limited
|
|
Australia
|
|
|
|
Robert Half Austria GmbH
|
|
Austria
|
|
|
|
Robert Half BVBA
|
|
Belgium
|
|
|
|
Robert Half Trabalho Temporário Ltda.
|
|
Brazil
|
|
|
|
Protiviti EOOD
|
|
Bulgaria
|
|
|
|
Robert Half Canada Inc.
|
|
Canada
|
|
|
|
Robert Half Chile Sociedad por Acciones
|
|
Chile
|
|
|
|
Robert Half Internacional Empresa De Servicios Transitorios Limitada
|
|
Chile
|
|
|
|
Protiviti Shanghai Co. Ltd.
|
|
China
|
|
|
|
Robert Half Human Resources Shanghai Company Limited
|
|
China
|
|
|
|
Robert Half Hong Kong Limited
|
|
China, Hong Kong SAR
|
|
|
|
Protiviti Hong Kong Co. Limited
|
|
China, Hong Kong SAR
|
|
|
|
|
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation
|
|
|
|
Protiviti SAS
|
|
France
|
|
|
|
Robert Half International France SAS
|
|
France
|
|
|
|
Robert Half SAS
|
|
France
|
|
|
|
Protiviti GmbH
|
|
Germany
|
|
|
|
Robert Half Deutschland Beteiligungsgesellschaft mbH
|
|
Germany
|
|
|
|
Robert Half Deutschland GmbH & Co. KG
|
|
Germany
|
|
|
|
Protiviti Consulting Private Limited
|
|
India
|
|
|
|
Protiviti Government Services S.r.l.
|
|
Italy
|
|
|
|
Protiviti S.r.l.
|
|
Italy
|
|
|
|
Robert Half S.r.l.
|
|
Italy
|
|
|
|
Protiviti LLC
|
|
Japan
|
|
|
|
Robert Half Japan Ltd.
|
|
Japan
|
|
|
|
Robert Half Sarl
|
|
Luxembourg
|
|
|
|
Robert Half Holding Sarl
|
|
Luxembourg
|
|
|
|
Protiviti B.V.
|
|
Netherlands
|
|
|
|
Robert Half International B.V.
|
|
Netherlands
|
|
|
|
Robert Half Nederland B.V.
|
|
Netherlands
|
|
|
|
Robert Half New Zealand Limited
|
|
New Zealand
|
|
|
|
Protiviti Pte. Ltd.
|
|
Singapore
|
|
|
|
Robert Half International Pte. Ltd.
|
|
Singapore
|
|
|
|
Robert Half GmbH
|
|
Switzerland
|
|
|
|
Robert Half International (Dubai) Ltd.
|
|
United Arab Emirates
|
|
|
|
Protiviti Limited
|
|
United Kingdom
|
|
|
|
Robert Half Holdings Limited
|
|
United Kingdom
|
|
|
|
Robert Half Limited
|
|
United Kingdom
|
1.
|
I have reviewed this report on Form 10-K of Robert Half International 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.
|
/s/ H
AROLD
M. M
ESSMER
, J
R
.
|
||
Harold M. Messmer, Jr.
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K of Robert Half International 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.
|
/s/ M. K
EITH
W
ADDELL
|
||
M. Keith Waddell
Vice Chairman, President and
Chief Financial Officer
|
February 20, 2018
|
|
/s/ Harold M. Messmer, Jr.
|
|
|
Harold M. Messmer, Jr.
Chief Executive Officer
Robert Half International Inc.
|
February 20, 2018
|
|
/s/ M. Keith Waddell
|
|
|
M. Keith Waddell
Chief Financial Officer
Robert Half International Inc.
|