What changed in this filing

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Item 1. Financial Statements

2023-05-03 compared with 2022-10-28 · 71 added, 159 removed, 413 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except share amounts)

September 30,

2023 December 31,

37 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Service revenues $ 1,716,335 $ 1,814,834

3 unchanged sentences

Selling, general and administrative expenses 552,229 514,194

(Income) loss from investments held in employee deferred compensation trusts (which is completely offset by related costs and expenses - Notes A & I) 15,335 1,759 110,958 ( 38,039 )

(Income) loss from investments held in employee deferred compensation trusts ( 27,291 ) 30,001

Amortization of intangible assets 721 417

15 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

COMPREHENSIVE INCOME (LOSS):

23 unchanged sentences

107,763 $ 108 $ 1,308,998 $ ( 38,737 ) $ 328,112 $ 1,598,481

Net income — — — — 175,821 175,821

Other comprehensive income (loss) — — — ( 24,033 ) — ( 24,033 )

Dividends declared ($ 0.43 per share)

— — — — ( 47,325 ) ( 47,325 )

Net issuances of restricted stock 4 — — — — —

Stock-based compensation — — 14,409 — — 14,409

Repurchases of common stock ( 1,144 ) ( 1 ) — — ( 103,971 ) ( 103,972 )

Balance at June 30, 2022 109,607 $ 110 $ 1,265,495 $ ( 47,607 ) $ 249,670 $ 1,467,668

Net income — — — — 166,206 166,206

Other comprehensive income (loss) — — — ( 24,152 ) — ( 24,152 )

Dividends declared ($ 0.43 per share)

— — — — ( 46,944 ) ( 46,944 )

Net issuances of restricted stock — — — — — —

Stock-based compensation — — 14,081 — — 14,081

Repurchases of common stock ( 1,109 ) ( 2 ) — — ( 85,940 ) ( 85,942 )

Balance at September 30, 2022

108,498 $ 108 $ 1,279,576 $ ( 71,759 ) $ 282,992 $ 1,490,917

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

are an integral part of these financial statements.

ROBERT HALF INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except per share amounts)

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total

9 unchanged sentences

Balance at March 31, 2022 110,747 $ 111 $ 1,251,086 $ ( 23,574 ) $ 225,145 $ 1,452,768

Net income — — — — 149,213 149,213

Other comprehensive income (loss) — — — 4,437 — 4,437

Dividends declared ($ 0.38 per share)

— — — — ( 42,720 ) ( 42,720 )

Net issuances of restricted stock 5 — — — — —

Stock-based compensation — — 13,903 — — 13,903

Repurchases of common stock ( 717 ) ( 1 ) — — ( 63,281 ) ( 63,282 )

Balance at June 30, 2021 111,970 $ 112 $ 1,208,056 $ ( 9,092 ) $ 60,174 $ 1,259,250

Net income — — — — 170,871 170,871

Other comprehensive income (loss) — — — ( 10,008 ) — ( 10,008 )

Dividends declared ($ 0.38 per share)

— — — — ( 42,463 ) ( 42,463 )

Net issuances of restricted stock 1 — — — — —

Stock-based compensation — — 14,061 — — 14,061

Repurchases of common stock ( 742 ) ( 1 ) — — ( 75,667 ) ( 75,668 )

Balance at September 30, 2021 111,229 $ 111 $ 1,222,117 $ ( 19,100 ) $ 112,915 $ 1,316,043

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

3 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

10 unchanged sentences

Deferred income taxes 3,102 5,493

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable 9,772 ( 89,597 )

10 unchanged sentences

Proceeds from employee deferred compensation trust redemptions 18,600 21,782

Payments for acquisition ( 700 ) —

Net cash flows used in investing activities ( 62,771 ) ( 27,118 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of notes payable — ( 177 )

Repurchases of common stock ( 63,244 ) ( 62,062 )

9 unchanged sentences

Fund exchanges within employee deferred compensation trusts $ 50,213 $ 40,509

Contingent consideration related to acquisition $ 600 $ —

The accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2022

March 31, 2023

Note A— Summary of Significant Accounting Policies

4 unchanged sentences

Robert Half is also the parent company of Protiviti ® , a global consulting firm that provides internal audit, risk, business, and technology consulting solutions.

The Company completed a multiyear process to unify its family of Robert Half endorsed divisional brands to a single brand, Robert Half .

This simplifies the Company’s go-to-market brand structure for clients and candidates, provides leverage for greater brand awareness, and allows future flexibility to expand the Company’s existing functional specializations.

In connection with this process, the Company’s current financial statement disclosures reflect new names for its reportable segments, including contract talent solutions (formerly temporary and consultant staffing), permanent placement talent solutions (formerly permanent placement staffing) and Protiviti (formerly risk consulting and internal audit services).

What was previously referred to as staffing operations is now referred to as talent solutions.

The presentation of contract talent solutions includes functional specializations rather than the previously branded divisions.

The functional specializations are:

finance and accounting, which combines the former Accountemps ® and Robert Half ® Management Resources divisions;

administrative and customer support, which consists of the former OfficeTeam ® ;

and technology, which includes the former Robert Half ® Technology .

The Company operates in North America, South America, Europe, Asia and Australia.

6 unchanged sentences

The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year.

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

Certain reclassifications have been made to prior year’s Financial Statements to conform to the 2023 presentation.

Principles of Consolidation.

3 unchanged sentences

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

As of September 30, 2022, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, accrued medical expenses, income and other taxes, assumptions used in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions.

As of March 31, 2023, such estimates include allowances for credit losses, variable consideration, workers’ compensation losses, accrued medical expenses, income and other taxes, and assumptions used in the Company’s goodwill impairment assessment and in the valuation of stock grants subject to market conditions.

Actual results and outcomes may differ from management’s estimates and assumptions.

4 unchanged sentences

See Note C for further discussion of the revenue recognition accounting policy.

ROBERT HALF INTERNATIONAL INC.

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

September 30, 2022

Costs of Services.

Direct costs of contract talent solutions consist of professional staff payroll, payroll taxes and benefit costs for the Company’s engagement professionals, as well as reimbursable expenses.

Direct costs of contract talent solutions consist of payroll, payroll taxes, and benefit costs for the Company’s engagement professionals, as well as reimbursable expenses.

Direct costs of permanent placement talent solutions consist of reimbursable expenses.

2 unchanged sentences

The Company expenses all advertising costs as incurred.

Advertising costs were $ 13.5 million and $ 42.2 million for the three and nine months ended September 30, 2022, respectively, and $ 13.9 million and $ 34.1 million for the three and nine months ended September 30, 2021, respectively.

Advertising costs were $ 13.3 million and $ 14.2 million for the three months ended March 31, 2023, and 2022, respectively.

(Income) Loss from Investments Held in Employee Deferred Compensation Trusts .

3 unchanged sentences

The Company’s (income) loss from investments held in employee deferred compensation trusts consists primarily of unrealized and realized gains and losses and dividend income from trust investments and is presented separately on the unaudited Condensed Consolidated Statements of Operations.

ROBERT HALF INTERNATIONAL INC.

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

March 31, 2023

The following table presents the Company’s (income) loss from investments held in employee deferred compensation trusts (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Dividend income $ ( 1,563 ) $ ( 295 )

13 unchanged sentences

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

September 30, 2022

March 31, 2023

The following table sets forth the composition of the underlying assets which comprise the Company’s deferred compensation trust assets (in thousands):

Fair Value Measurements Using

Balance at September 30, 2022

Balance at March 31, 2023

Quoted Prices

21 unchanged sentences

The Company is exposed to credit losses resulting from the inability of its customers to make required payments.

The Company establishes an allowance for these potential credit losses based on its review of customers’ credit profiles, historical loss statistics, prepayments, recoveries, age of customer receivable balances, current business conditions and macroeconomic trends.

The Company considers risk characteristics of trade receivables based on asset type and geographical locations to evaluate trade receivables on a collective basis.

The Company applies credit loss estimates to these pooled receivables to determine expected credit losses.

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

The following table sets forth the activity in the allowance for credit losses from December 31, 2022 through March 31, 2023 (in thousands):

Allowance for Credit Losses

3 unchanged sentences

Other, including foreign currency translation adjustments 111

Balance as of September 30, 2022

Balance as of March 31, 2023

ROBERT HALF INTERNATIONAL INC.

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

September 30, 2022

March 31, 2023

Note B— New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Government Assistance.

In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, “Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance” to increase the transparency of government assistance including the disclosure of the types of assistance an entity receives, an entity’s method of accounting for government assistance and the effect of the assistance on an entity’s financial statements.

This standard is effective for annual periods beginning after December 15, 2021.

The amendments should be applied either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application, or (2) retrospectively to those transactions.

The Company adopted this ASU in January 2022.

The adoption of this guidance did not have a material impact on its financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

3 unchanged sentences

Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Service revenues as presented in the unaudited Condensed Consolidated Statements of Operations represent services rendered to customers less variable consideration, such as sales adjustments and allowances.

Service revenues, as presented on the unaudited Condensed Consolidated Statements of Operations, represent services rendered to customers less variable consideration, such as sales adjustments and allowances.

Reimbursements, including those related to travel and out-of-pocket expenses, are also included in service revenues, and equivalent amounts of reimbursable expenses are included in costs of services.

Contract talent solutions revenues.

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

Contract talent solutions revenues from contracts with customers are recognized in the amount to which the Company has a right to invoice when the services are rendered by the Company’s engagement professionals.

The substantial majority of engagement professionals placed on assignment by the Company are the Company’s legal employees while they are working on assignments.

1 unchanged sentence

The Company assumes the risk of acceptability of its employees to its customers.

The Company records contract talent solutions revenues on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses.

The Company records contract talent solutions revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of revenues and expenses.

The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified employees, (ii) has the discretion to select the employees and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by customers.

1 unchanged sentence

Permanent placement talent solutions revenues.

Permanent placement talent solutions revenues are primarily recognized when employment candidates accept offers of permanent employment.

Permanent placement talent solutions revenues from contracts with customers are primarily recognized when employment candidates accept offers of permanent employment.

The Company has a substantial history of estimating the financial impact of permanent placement candidates who do not remain with its clients through the 90 -day guarantee period.

2 unchanged sentences

No fees for permanent placement talent solutions services are charged to employment candidates.

ROBERT HALF INTERNATIONAL INC.

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

September 30, 2022

Protiviti revenues.

6 unchanged sentences

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

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

ROBERT HALF INTERNATIONAL INC.

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

March 31, 2023

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Contract talent solutions

9 unchanged sentences

Intersegment revenues for each functional specialization are aggregated and then eliminated as a single line.

Payment terms in the Company’s contracts vary by the type of the Company’s customer and the services offered.

Payment terms in the Company's contracts vary by the type and location of the Company’s customer and the services offered.

The term between invoicing and when payment is due is not significant.

Contracts with multiple performance obligations are recognized as performance obligations are delivered, and contract value is allocated based on relative standalone selling values of the services and products in the arrangement.

As of September 30, 2022, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 164.8 million.

Contracts with multiple performance obligations are recognized as performance obligations are delivered, and contract value is allocated based on relative stand-alone selling values of the services and products in the arrangement.

As of March 31, 2023, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 151.8 million.

Of this amount, $ 140.2 million is expected to be recognized within the next twelve months .

As of September 30, 2021, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 135.4 million.

ROBERT HALF INTERNATIONAL INC.

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

September 30, 2022

As of March 31, 2022, aggregate transaction price allocated to the performance obligations that were unsatisfied for contracts with an expected duration of greater than one year was $ 147.7 million.

Contract liabilities are recorded when cash payments are received or due in advance of performance and are reflected in accounts payable and accrued expenses on the unaudited Condensed Consolidated Statements of Financial Position.

The following table sets forth the activity in contract liabilities from December 31, 2021 through September 30, 2022 (in thousands):

The following table sets forth the activity in contract liabilities from December 31, 2022 through March 31, 2023 (in thousands):

Contract Liabilities

3 unchanged sentences

Other, including translation adjustments 144

Balance as of September 30, 2022

Balance as of March 31, 2023

ROBERT HALF INTERNATIONAL INC.

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

March 31, 2023

Note D— Other Current Assets

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

September 30,

2023 December 31,

5 unchanged sentences

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

September 30,

2023 December 31,

6 unchanged sentences

Property and equipment, net $ 107,687 $ 109,687

ROBERT HALF INTERNATIONAL INC.

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

September 30, 2022

Note F— Leases

1 unchanged sentence

The Company’s leases have remaining lease terms of less than 1 year to 9 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year.

Operating lease expenses were $ 22.0 million and $ 67.1 million for the three and nine months ended September 30, 2022, respectively, and $ 21.6 million and $ 64.8 million for the three and nine months ended September 30, 2021, respectively.

Operating lease expense was $ 22.4 million and $ 22.6 million for the three months ended March 31, 2023 and 2022, respectively.

Supplemental cash flow information related to leases consisted of the following (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Cash paid for operating lease liabilities $ 24,005 $ 22,986

1 unchanged sentence

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

September 30,

2023 December 31,

1 unchanged sentence

Weighted average discount rate for operating leases 2.3 % 2.2 %

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

2022 (excluding the nine months ended September 30, 2022)

ROBERT HALF INTERNATIONAL INC.

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

March 31, 2023

Future minimum lease payments under non-cancellable leases as of March 31, 2023, were as follows (in thousands):

2023 (excluding the three months ended March 31, 2023)

Thereafter 7,438

2 unchanged sentences

(a) Includes the current portion of $ 86.1 million for operating leases.

As of September 30, 2022, the Company had additional future minimum lease obligations totaling $ 5.7 million under executed operating lease contracts that had not yet commenced.

As of March 31, 2023, the Company had additional future minimum lease obligations totaling $ 6.1 million under executed operating lease contracts that had not yet commenced.

These operating leases include agreements for corporate and field office facilities with lease terms of 1 to 7 years.

ROBERT HALF INTERNATIONAL INC.

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

September 30, 2022

Note G— Goodwill

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

The following table sets forth the activity in goodwill from December 31, 2022 through March 31, 2023 (in thousands):

Contract talent solutions Permanent placement talent solutions Protiviti Total

2 unchanged sentences

Foreign currency translation adjustments 27 6 68 101

Balance as of September 30, 2022

Balance as of March 31, 2023

$ 134,145 $ 26,104 $ 77,662 $ 237,911

1 unchanged sentence

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

September 30,

2023 December 31,

3 unchanged sentences

Accrued payroll and benefit costs $ 382,115 $ 472,310

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

Note I— Employee Deferred Compensation Plan Obligations

4 unchanged sentences

These plans include provisions for salary deferrals and discretionary contributions.

The asset value of the nonqualified plans was $ 404.0 million and $ 495.0 million as of September 30, 2022 and December 31, 2021, respectively.

The asset value of the nonqualified plans was $ 511.2 million and $ 432.7 million as of March 31, 2023 and December 31, 2022, respectively.

The Company holds these assets to satisfy the Company’s liabilities under its deferred compensation plans.

The liability value for the nonqualified plans was $ 435.0 million and $ 535.3 million as of September 30, 2022 and December 31, 2021, respectively.

The liability value for the nonqualified plans was $ 496.1 million and $ 474.1 million as of March 31, 2023 and December 31, 2022, respectively.

ROBERT HALF INTERNATIONAL INC.

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

September 30, 2022

March 31, 2023

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Contribution expense $ 11,281 $ 12,202

7 unchanged sentences

Gentry also seeks recovery of an unspecified amount for the alleged failure of the Company to provide her and the putative class with accurate wage statements.

Gentry also seeks an unspecified amount of other damages, attorneys’ fees, and statutory penalties, including penalties for allegedly not paying all wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorney General Act (“PAGA”).

On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s claims, except the PAGA claim, to individual arbitration.

At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding and, accordingly, no amounts have been provided in the Company’s Financial Statements.

13 unchanged sentences

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

The Company has an unsecured revolving credit facility (the “Credit Agreement”) of $ 100.0 million which matures in May 2024.

Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the LIBOR, or an alternative base rate, plus an applicable margin.

ROBERT HALF INTERNATIONAL INC.

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

September 30, 2022

In May 2021, the Company entered into an amendment to extend the maturity of its $ 100.0 million unsecured revolving credit facility (the “Credit Agreement”) to May 2024.

Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the London Interbank Offered Rate or an alternative base rate, plus an applicable margin.

The Credit Agreement is subject to certain financial covenants and the Company was in compliance with these covenants as of September 30, 2022.

There were no borrowings under the Credit Agreement as of September 30, 2022, or December 31, 2021.

March 31, 2023

Agreement is subject to certain financial covenants and the Company was in compliance with these covenants as of March 31, 2023.

There were no borrowings under the Credit Agreement as of March 31, 2023, or December 31, 2022.

Note K— Stockholders’ Equity

Stock Repurchase Program.

As of September 30, 2022, the Company is authorized to repurchase, from time to time, up to 4.7 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.

The number and the cost of common stock shares repurchased during the nine months ended September 30, 2022 and 2021, are reflected in the following table (in thousands):

Nine Months Ended

September 30,

As of March 31, 2023, the Company is authorized to repurchase, from time to time, up to 13.3 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions, depending on market conditions.

The number and the cost of common stock shares repurchased during the three months ended March 31, 2023 and 2022, are reflected in the following table (in thousands):

Three Months Ended

Common stock repurchased (in shares) 484 475

1 unchanged sentence

Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable statutory withholding taxes.

The number and the cost of employee stock plan repurchases made during the nine months ended September 30, 2022 and 2021, are reflected in the following table (in thousands):

Nine Months Ended

September 30,

The number and the cost of employee stock plan repurchases made during the three months ended March 31, 2023 and 2022, are reflected in the following table (in thousands):

Three Months Ended

Repurchases related to employee stock plans (in shares) 282 62

2 unchanged sentences

Treasury stock is accounted for using the cost method.

Treasury stock activity for the nine months ended September 30, 2022 and 2021, (consisting of purchase of shares for the treasury) is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

Treasury stock activity for the three months ended March 31, 2023 and 2022, (consisting of purchases of shares for the treasury) is presented in the unaudited Condensed Consolidated Statements of Stockholders’ Equity.

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

1 unchanged sentence

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

September 30, 2022

March 31, 2023

Note L— Net Income Per Share

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

The calculation of net income per share for the three months ended March 31, 2023 and 2022, is reflected in the following table (in thousands, except per share amounts):

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Net income $ 122,005 $ 168,239

15 unchanged sentences

The accounting policies of the segments are set forth in Note A—“Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Company evaluates performance based on income before net interest income, intangible assets amortization expense, and income taxes.

The Company evaluates performance based on income before intangible assets amortization expense, net interest income, and income taxes.

ROBERT HALF INTERNATIONAL INC.

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

September 30, 2022

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

March 31, 2023

The following table provides a reconciliation of service revenues and segment income by reportable segment to consolidated results for the three months ended March 31, 2023 and 2022 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Service revenues

12 unchanged sentences

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

Intersegment revenues between the contract talent solutions segment and Protiviti segment were $ 132.7 million and $ 414.5 million for the three and nine months ended September 30, 2022, respectively, and $ 172.5 million and $ 419.4 million nine months ended September 30, 2021, respectively.

Intersegment revenues between contract talent solutions segment and Protiviti segment were $ 125.8 million and $ 144.2 million for the three months ended March 31, 2023 and 2022, respectively.

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

Note N— Subsequent Events

On October 27, 2022, the Company announced the following:

On May 2, 2023, the Company announced the following:

Quarterly dividend per share $ 0.48

Declaration date October 27, 2022

Record date November 25, 2022

Payment date December 15, 2022

Declaration date May 2, 2023

Record date May 25, 2023

Payment date June 15, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements