10-Q

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                               to                              .

Commission File Number 1-10427

ROBERT HALF INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	94-1648752 (I.R.S. Employer Identification No.)
2884 Sand Hill Road Suite 200 Menlo Park, California (Address of principal executive offices)	94025 (zip-code)

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

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

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ý    No o

        Indicate the number of shares outstanding of each of the issuer's classes of common stock as of June 30, 2003:

170,412,129 shares of $.001 par value Common Stock

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands, except share amounts)

		June 30, 2003			December 31, 2002
		(Unaudited)
ASSETS
Cash and cash equivalents		$	317,674		$	316,927
Accounts receivable, less allowances of $13,498 and $12,578			224,844			223,396
Deferred income taxes and other current assets			106,998			102,849
	Total current assets		649,516			643,172
Goodwill and other intangible assets, net			160,908			161,912
Property and equipment, net			123,305			130,587
Other non-current assets			13,000			—
	Total assets	$	946,729		$	935,671
LIABILITIES
Accounts payable and accrued expenses		$	39,462		$	47,807
Accrued payroll costs and retirement obligations			158,659			136,342
Current portion of notes payable and other indebtedness			68			66
	Total current liabilities		198,189			184,215
Notes payable and other indebtedness, less current portion			2,379			2,414
Deferred income taxes and other liabilities			663			4,076
	Total liabilities		201,231			190,705
Commitments and Contingencies
STOCKHOLDERS' EQUITY
Common stock, $.001 par value authorized 260,000,000 shares; issued and outstanding 170,169,191 and 170,909,002 shares			170			171
Capital surplus			552,436			543,457
Deferred compensation			(36,445	)		(46,311	)
Accumulated other comprehensive income			10,367			846
Retained earnings			218,970			246,803
	Total stockholders' equity		745,498			744,966
	Total liabilities and stockholders' equity	$	946,729		$	935,671

The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of these financial statements.

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ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
	(Unaudited)						(Unaudited)
Net service revenues	$	482,962		$	473,121		$	956,190		$	941,592
Direct costs of services, consisting of payroll, payroll taxes and insurance costs for temporary and risk consulting employees		305,587			290,003			609,163			573,573
Gross margin		177,375			183,118			347,027			368,019
Selling, general and administrative expenses		175,002			178,564			347,910			350,075
Amortization of intangible assets		2,759			859			5,534			859
Interest income, net		(590	)		(1,458	)		(1,371	)		(2,765	)
Income (loss) before income taxes		204			5,153			(5,046	)		19,850
Provision (benefit) for income taxes		70			1,958			(1,741	)		7,543
Net income (loss)	$	134		$	3,195		$	(3,305	)	$	12,307
Basic net income (loss) per share	$	..00		$	..02		$	(.02	)	$	..07
Diluted net income (loss) per share	$	.00		$	.02		$	(.02	)	$	.07

The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of these financial statements.

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ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

			Six Months Ended June 30,
			2003			2002
			(Unaudited)
COMMON STOCK—SHARES:
	Balance at beginning of period			170,909			174,929
	Issuances (forfeitures) of restricted stock			(9	)		66
	Repurchases of common stock			(1,654	)		(2,455	)
	Exercises of stock options			923			2,050
		Balance at end of period		170,169			174,590
COMMON STOCK—PAR VALUE:
	Balance at beginning of period		$	171		$	175
	Issuances (forfeitures) of restricted stock			—			—
	Repurchases of common stock			(2	)		(2	)
	Exercises of stock options			1			2
		Balance at end of period	$	170		$	175
CAPITAL SURPLUS:
	Balance at beginning of period		$	543,457		$	487,083
	Issuances (forfeitures) of restricted stock—excess over par value			1,676			(90	)
	Exercises of stock options—excess over par value			8,807			31,201
	Tax impact of equity incentive plans			(1,504	)		10,160
		Balance at end of period	$	552,436		$	528,354
DEFERRED COMPENSATION:
	Balance at beginning of period		$	(46,311	)	$	(64,792	)
	Forfeitures (issuances) of restricted stock			(1,676	)		90
	Amortization of deferred compensation			11,542			13,306
		Balance at end of period	$	(36,445	)	$	(51,396	)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
	Balance at beginning of period		$	846		$	(8,025	)
	Translation adjustments			9,521			6,291
		Balance at end of period	$	10,367		$	(1,734	)
RETAINED EARNINGS:
	Balance at beginning of period		$	246,803		$	391,255
	Repurchases of common stock—excess over par value			(24,528	)		(59,500	)
	Net income (loss)			(3,305	)		12,307
		Balance at end of period	$	218,970		$	344,062
COMPREHENSIVE INCOME:
	Net income (loss)		$	(3,305	)	$	12,307
	Translation adjustments			9,521			6,291
		Total comprehensive income	$	6,216		$	18,598

The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of these financial statements.

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ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

				Six Months Ended June 30,
				2003			2002
				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$	(3,305	)	$	12,307
		Adjustments to reconcile net income (loss) to net cash provided by operating activities:
			Amortization of intangible assets		5,534			859
			Depreciation expense		27,503			34,783
			Provision for deferred income taxes		1,777			(6,866	)
			Tax impact of equity incentive plans		(1,504	)		10,160
		Changes in assets and liabilities, net of effects of acquisitions:
			(Increase) decrease in accounts receivable		(1,435	)		28,098
			Increase in accounts payable, accrued expenses and accrued payroll costs		12,309			15,442
			Change in other assets, net of change in other liabilities, including deferred compensation amortization of $11,542 and $13,306		11,438			11,883
		Total adjustments			55,622			94,359
	Net cash flows provided by operating activities				52,317			106,666
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of intangible assets and other assets				(5,084	)		(16,163	)
	Increase in other non-current assets				(13,000	)		—
	Capital expenditures				(19,596	)		(24,349	)
	Increase in deposits to trusts for employee benefits and retirement plans				(358	)		(21,875	)
	Net cash flows used in investing activities				(38,038	)		(62,387	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repurchases of common stock				(22,307	)		(48,801	)
	Principal payments on notes payable and other indebtedness				(33	)		(23	)
	Proceeds from exercises of stock options				8,808			31,203
	Net cash flows used in financing activities				(13,532	)		(17,621	)
Net increase in cash and cash equivalents					747			26,658
Cash and cash equivalents at beginning of period					316,927			346,768
Cash and cash equivalents at end of period				$	317,674		$	373,426
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
	Interest			$	209		$	154
	Income taxes, net of refunds			$	2,145		$	8,694
Purchase of intangible assets and other assets:
	Assets acquired
		Intangible assets		$	5,052		$	15,342
		Other			39			821
	Liabilities incurred
		Other			(7	)		—
	Cash paid, net of cash acquired			$	5,084		$	16,163
Non-cash items:
	Stock repurchases awaiting settlement			$	3,186		$	10,701

The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of these financial statements.

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ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003

(Unaudited)

Note A—Summary of Significant Accounting Policies

        Nature of Operations.    Robert Half International Inc. (the "Company") provides specialized staffing and risk consulting services through such divisions as Accountemps®, Robert Half® Finance & Accounting, OfficeTeam®, Robert Half® Technology, Robert Half® Management Resources, The Affiliates®, The Creative Group®, and Protiviti^SM. The Company, through its Accountemps, Robert Half Finance & Accounting, and Robert Half Management Resources divisions, is the world's largest specialized provider of temporary, full-time, and project professionals in the fields of accounting and finance. OfficeTeam specializes in highly skilled temporary administrative support personnel. Robert Half Technology provides information technology professionals. The Affiliates provides temporary, project, and full-time staffing of attorneys and specialized support personnel within law firms and corporate legal departments. The Creative Group provides project staffing in the advertising, marketing, and web design fields. Protiviti began operations on May 24, 2002, and provides business and technology risk consulting and internal audit services. Protiviti, which primarily employs risk-consulting and internal audit professionals formerly associated with major accounting firms, is a wholly-owned subsidiary of the Company. Revenues are predominantly derived from specialized staffing services. The Company operates in the United States, Canada, Europe, Asia, Australia and New Zealand. The Company is a Delaware corporation.

        Basis of Presentation.    The unaudited Condensed Consolidated Financial Statements of the Company are prepared in conformity with generally accepted accounting principles for interim financial information and the rules of the Securities and Exchange Commission (the "SEC"). In the opinion of management, all adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of the Company for the year ended December 31, 2002, included in the annual report on Form 10-K. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year.

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

        Use of Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles 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 June 30, 2003, such estimates included reserves for uncollectible accounts receivable, workers' compensation losses, legal claims, income and other taxes, and certain employee retirement plans.

        Revenue Recognition.    Temporary and consultant staffing services revenues are recognized when the services are rendered by the Company's temporary employees. Permanent placement staffing revenues are recognized when employment candidates accept offers of permanent employment. Allowances are established to estimate losses due to placed candidates not remaining employed for the Company's guarantee period, typically 90 days. Risk consulting and internal audit services revenues are recognized as services are provided. Reimbursements, including those relating to travel and out-of-pocket expenses, are included in revenues, and equivalent amounts of reimbursable expenses are included in direct costs of services.

5

        Costs of Services.    Direct costs of staffing services consist of payroll, payroll taxes and insurance costs for the Company's temporary employees. There are no direct costs associated with permanent placement staffing services. Risk consulting and internal audit costs of services include professional staff payroll, payroll taxes and insurance costs, as well as reimbursable expenses.

        Advertising Costs.    The Company expenses all advertising costs as incurred.

        Cash and Cash Equivalents.    The Company considers all highly liquid investments with a maturity at the date of purchase of three months or less as cash equivalents.

        Intangible Assets.    Intangible assets primarily consist of the cost of acquired companies in excess of the fair market value of their net tangible assets at the date of acquisition, which were being amortized on a straight-line basis over a period of 40 years through December 31, 2001. The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), on January 1, 2002. Under SFAS 142, goodwill is no longer subject to amortization over its estimated useful life. The methods used for evaluating and measuring impairment of certain intangible assets have changed in accordance with the provisions of SFAS 142. Based upon its most recent analysis, the Company determined that there was no impairment of intangible assets at June 30, 2003.

        Income Tax Assets and Liabilities.    In establishing its deferred income tax assets and liabilities, the Company makes judgments and interpretations based on the enacted tax laws and published tax guidance that are applicable to its operations. The Company records deferred tax assets and liabilities and evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. The likelihood of a material change in the Company's expected realization of these assets is dependent on future taxable income, its ability to use foreign tax credit carryforwards and carrybacks, final U.S. and foreign tax settlements, and the effectiveness of its tax planning strategies in the various relevant jurisdictions.

        Foreign Currency Translation.    The results of operations of the Company's foreign subsidiaries are translated at the monthly average exchange rates prevailing during the period. The financial position of the Company's foreign subsidiaries is translated at the current exchange rates at the end of the period, and the related translation adjustments are recorded as a component of comprehensive income within Stockholders' Equity. Gains and losses resulting from foreign currency transactions are included in the unaudited Condensed Consolidated Statements of Operations, and have not been material for the periods presented.

        Stock Option Plans.    The Company accounts for its stock option plans in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"). Under APB 25, the intrinsic value of the options is used to record compensation expense and, as a result, no compensation expense related to stock options is included in determining net income and net income per share in the unaudited Condensed Consolidated Financial Statements. Had compensation expense for the stock options granted been based on the estimated fair value at the award dates, as prescribed by SFAS No. 123, Accounting for Stock-Based

6

Compensation ("SFAS 123"), the Company's pro forma net income and net income per share would have been as follows (in thousands, except per share amounts):

			Three Months Ended June 30,						Six Months Ended June 30,
			2003			2002			2003			2002
			(Unaudited)						(Unaudited)
Net Income (Loss)
	As reported		$	134		$	3,195		$	(3,305	)	$	12,307
	Stock-based employee compensation expense, net of income tax effects			7,395			7,791			13,184			14,464
	Pro forma		$	(7,261	)	$	(4,596	)	$	(16,489	)	$	(2,157	)
Net Income (Loss) Per Share
	Basic
		As reported	$	.00		$	.02		$	(.02	)	$	.07
		Pro forma	$	(.04	)	$	(.03	)	$	(.10	)	$	(.01	)
	Diluted
		As reported	$	.00		$	.02		$	(.02	)	$	.07
		Pro forma	$	(.04	)	$	(.03	)	$	(.10	)	$	(.01	)

        The fair value of each option is estimated, as of the grant date, using the Black-Scholes option pricing model with the following assumptions used for grants in 2003 and 2002: no dividend yield for any year; expected volatility of 49% to 51%; risk-free interest rates of 2.3% to 4.9%; and expected lives of 1.5 to 5.8 years.

        Property and Equipment.    Property and equipment are recorded at cost. Depreciation expense is computed using the straight-line method over the following useful lives:

Computer hardware	3 years
Computer software	2 to 5 years
Furniture and equipment	5 years
Leasehold improvements	Term of lease, 5 years maximum

        Internal-use Software.    The Company capitalizes direct costs of services used in the development of internal-use software. Amounts capitalized are reported as a component of computer software within property and equipment. During the six months ended June 30, 2003, the Company capitalized approximately $5.6 million of internal-use software development costs.

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Note B—Deferred Income Taxes and Other Current Assets

        Deferred income taxes and other current assets consisted of the following (in thousands):

	June 30, 2003		December 31, 2002
	(Unaudited)
Deferred income taxes	$	23,709	$	28,893
Deposits in trusts for employee benefits and retirement plans		30,065		29,707
Income taxes receivable		29,562		24,094
Other		23,662		20,155
	$	106,998	$	102,849

Note C—Goodwill and Other Intangible Assets, Net

        The following table sets forth the activity in the intangible assets from December 31, 2002 through June 30, 2003 (in thousands):

	Goodwill		Other Intangible Assets			Total
Balance as of December 31, 2002	$	143,965	$	17,947		$	161,912
Purchase of intangible assets		4,914		138			5,052
Translation adjustments		812		—			812
Decrease in unamortized retirement costs		—		(1,334	)		(1,334	)
		149,691		16,751			166,442
Amortization of intangible assets		—		(5,534	)		(5,534	)
Balance as of June 30, 2003 (unaudited)	$	149,691	$	11,217		$	160,908

        The estimated remaining amortization expense is $4.6 million for 2003, and none thereafter.

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Note D—Property and Equipment, Net

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

	June 30, 2003			December 31, 2002
	(Unaudited)
Furniture and equipment	$	90,790		$	87,154
Computer hardware		93,361			88,724
Computer software		147,328			137,182
Leasehold improvements		59,478			56,851
Other		10,357			11,027
Property and equipment, cost		401,314			380,938
Accumulated depreciation		(278,009	)		(250,351	)
Property and equipment, net	$	123,305		$	130,587

Note E—Accrued Payroll Costs and Retirement Obligations

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

	June 30, 2003		December 31, 2002
	(Unaudited)
Payroll and bonuses	$	81,817	$	65,944
Employee benefits and retirement obligations		48,971		48,198
Workers' compensation		12,789		14,083
Payroll taxes		15,082		8,117
	$	158,659	$	136,342

Note F—Contingencies

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

        In connection with the formation of Protiviti, the Company became the guarantor of certain employee notes totaling $3.1 million at June 30, 2003.

Note G—Stock Plans

        Under various stock plans, officers, employees and outside directors may receive grants of restricted stock or options to purchase common stock. Grants are made at the discretion of the Stock Plan Committee of the Board of Directors. Grants generally vest between two and four years.

        Options granted under the plans have exercise prices ranging from 85% to 100% of the fair market value of the Company's common stock at the date of grant and may consist of both incentive stock options

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and nonstatutory stock options under the Internal Revenue Code. The terms range from 27 months to 10 years.

        Recipients of restricted stock do not pay any cash consideration to the Company for the shares, have the right to vote all shares subject to such grant, and receive all dividends with respect to such shares, whether or not the shares have vested. Compensation expense is recognized on a straight-line basis over the vesting period. Vesting is accelerated upon the death or disability of the recipients.

        The Company accounts for these plans under APB 25. Therefore, the intrinsic value of the options is used to record compensation expense and, as a result, no compensation expense has been recognized for its stock option plans. As required by SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure ("SFAS 148"), calculations of pro forma net income and net income per share, computed in accordance with the method prescribed by SFAS 123, are set forth in Note A to the unaudited Condensed Consolidated Financial Statements.

Note H—Net Income (Loss) Per Share

        The calculation of net income (loss) per share for the three and six months ended June 30, 2003 and 2002 is reflected in the following table (in thousands, except per share amounts):

		Three Months Ended June 30,				Six Months Ended June 30,
		2003		2002		2003			2002
		(Unaudited)				(Unaudited)
Net Income (Loss)		$	134	$	3,195	$	(3,305	)	$	12,307
Basic:
	Weighted average shares		168,597		174,826		168,475			174,440
Diluted:
	Weighted average shares		168,597		174,826		168,475			174,440
	Common stock equivalents—stock options		3,242		6,079		—			6,499
	Diluted shares		171,839		180,905		168,475			180,939
Net Income (Loss) Per Share:
	Basic	$	.00	$	.02	$	(.02	)	$	.07
	Diluted	$	.00	$	.02	$	(.02	)	$	.07

Note I—Business Segments

        The Company has three reportable segments: temporary and consultant staffing, permanent placement staffing, and risk consulting services. The temporary and consultant segment provides specialized staffing in the accounting and finance, administrative and office, information technology, legal, advertising,

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marketing and web design fields. The permanent placement segment provides full-time personnel in the accounting, finance, administrative and office, and information technology fields. The risk consulting segment provides business and technology risk consulting and internal audit services.

        The accounting policies of the segments are set forth in Note A—Summary of Significant Accounting Policies. The Company evaluates performance based on profit or loss from operations before interest income, intangible amortization expense, and income taxes.

        The following table provides a reconciliation of revenue and operating income (loss) by reportable segment to consolidated results (in thousands):

		Three Months Ended June 30,						Six Months Ended June 30,
		2003			2002			2003			2002
		(Unaudited)						(Unaudited)
Net Service Revenues
	Temporary and consultant staffing	$	428,307		$	440,272		$	855,087		$	882,468
	Permanent placement staffing		23,991			26,039			46,331			52,314
	Risk consulting and internal audit services		30,664			6,810			54,772			6,810
		$	482,962		$	473,121		$	956,190		$	941,592
Operating Income (Loss)
	Temporary and consultant staffing	$	9,824		$	11,292		$	18,415		$	25,907
	Permanent placement staffing		1,357			(957	)		728			(2,182	)
	Risk consulting and internal audit services		(8,808	)		(5,781	)		(20,026	)		(5,781	)
			2,373			4,554			(883	)		17,944
Amortization of intangible assets			2,759			859			5,534			859
Interest income, net			(590	)		(1,458	)		(1,371	)		(2,765	)
Income (loss) before income taxes		$	204		$	5,153		$	(5,046	)	$	19,850

Note J—Subsequent Event

        On July 1, 2003, the Company completed the acquisition of its last independent Robert Half franchise with offices in Overland Park, Kan., and Kansas City, Mo. The Company deposited funds for the entire purchase price into an escrow account for this acquisition on June 30, 2003, and these funds are reflected on the balance sheet in other non-current assets. The Company will account for this acquisition in the third quarter in accordance with the provisions of SFAS No. 141, Business Combinations ("SFAS 141").

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

        Certain information contained in Management's Discussion and Analysis and in other parts of this report may be deemed forward-looking statements regarding events and financial trends that may affect the Company's future operating results or financial positions. These statements may be identified by words such as "estimate", "forecast", "project", "plan", "intend", "believe", "expect", "anticipate", or variations or negatives thereof or by similar or comparable words or phrases. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the statements. These risks and uncertainties include, but are not limited to, the following: changes in levels of unemployment and other economic conditions in the U.S. or foreign countries where the Company does business, or in particular regions or industries; reduction in the supply of qualified candidates for temporary employment or the Company's ability to attract qualified candidates; the entry of new competitors into the marketplace or expansion by existing competitors; the ability of the Company to maintain existing client relationships and attract new clients in the context of changing economic or competitive conditions; the impact of competitive pressures, including any change in the demand for the Company's services, on the Company's ability to maintain its margins; the possibility of the Company incurring liability for its activities, including the activities of its temporary employees or for events impacting its temporary employees on clients' premises; the success of the Company in attracting, training and retaining qualified management personnel and other staff employees; whether governments will impose additional regulations or licensing requirements on personnel services businesses in particular or on employer/employee relationships in general; future success of the new Protiviti subsidiary will depend on its ability to retain employees and attract clients; significant costs and diversion of management time could be incurred in integrating key personnel into Protiviti; certain capitalizable costs associated with the Protiviti employment arrangements could become impaired and written off; failure of Protiviti to produce projected revenues could adversely affect financial results; and the possibility of involvement in litigation relating to prior transactions or activities. Because long-term contracts are not a significant part of the Company's business, future results cannot be reliably predicted by considering past trends or extrapolating past results.

Critical Accounting Policies

        In response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies," we identified the Company's most critical accounting policies to be those that involve subjective decisions, assessments or estimates.

        Accounts Receivable Allowances.    The Company maintains accounts receivable allowances for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Estimates used in determining the accounts receivable allowances were based on current trends and historical loss statistics. Actual results may differ from these estimates, which may materially affect the Company's future financial results.

        Income Tax Assets and Liabilities.    In establishing its deferred income tax assets and liabilities, the Company makes judgments and interpretations based on the enacted tax laws and published tax guidance that are applicable to its operations. The Company records deferred tax assets and liabilities and evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. The likelihood of a material change in the Company's expected realization of these assets is dependent on future taxable income, its ability to use foreign tax credit carryforwards and carrybacks, final U.S. and foreign tax settlements, and the effectiveness of its tax planning strategies in the various relevant jurisdictions. While management believes that its judgments and interpretations regarding deferred income tax assets and liabilities are appropriate, significant differences in actual experience may materially affect the future financial results of the Company.

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        Employee Retirement Plans.    The determination of the Company's obligations for certain employee retirement plans is dependent upon various assumptions, including, among others, interest rates, service periods, and future compensation levels. Management believes its assumptions are appropriate, however significant differences in actual experience or significant changes in assumptions may materially affect the Company's future financial results.

        Goodwill Impairment.    In accordance with the provisions of SFAS 142, the Company assesses the impairment of goodwill and identifiable intangible assets annually, or more often if events or changes in circumstances indicate that the carrying value may not be recoverable. This assessment is based upon a discounted cash flow analysis. The estimate of cash flow is based upon, among other things, certain assumptions about expected future operating performance and an appropriate discount rate determined by management. The Company's estimates of discounted cash flow may differ from actual cash flow due to, among other things, economic conditions, changes to its business model or changes in its operating performance. Significant differences between these estimates and actual cash flow could materially affect the future financial results of the Company. Based upon the most recent analysis, no impairment of intangible assets existed at June 30, 2003.

        Workers' Compensation.    The Company has established reserves for workers' compensation claims based on historical loss statistics. The Company self-insures or retains a portion of the exposure for losses related to workers' compensation. It is the Company's policy to record self-insurance reserves based upon claims filed and an estimate of claims incurred but not yet reported. While management believes that its assumptions and estimates are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the Company's future financial results.

        Stock Option Plans.    The Company has a long history of issuing stock options to employees and directors as an integral part of its compensation programs. Generally accepted accounting principles allow alternative methods of accounting for these plans. The Company has chosen to account for its stock option plans in accordance with APB 25. Under APB 25, the intrinsic value of the options is used to record compensation expense and, as a result, no compensation expense related to stock options is included in determining net income and net income per share in the unaudited Condensed Consolidated Financial Statements. As required by SFAS 148, calculations of pro forma net income and net income per share, computed in accordance with the method prescribed by SFAS 123, are set forth in Note A to the unaudited Condensed Consolidated Financial Statements.

Results of Operations for Each of the Three Months and Six Months Ended June 30, 2003 and 2002

        Temporary and consulting staffing services revenues were $428 million and $440 million for the three months ended June 30, 2003 and 2002, respectively, decreasing by 3% during the three months ended June 30, 2003 compared to the same period in 2002. Temporary and consultant staffing services revenues were $855 million and $883 million for the six months ended June 30, 2003 and 2002, respectively, decreasing by 3% during the six months ended June 30, 2003 compared to the same period in 2002. Permanent placement revenues were $24 million and $26 million for the three months ended June 30, 2003 and 2002, respectively, decreasing by 8% during the three months ended June 30, 2003 compared to the same period in 2002. Permanent placement revenues were $46 million and $52 million for the six months ended June 30, 2003 and 2002, respectively, decreasing by 12% during the six months ended June 30, 2003 compared to the same period in 2002. Staffing services revenue results for the six months ended June 30, 2003 were adversely impacted by weak labor markets and soft general economic conditions, particularly in the United States. Risk consulting and internal audit services revenues were $31 million and $55 million for the three and six months ended June 30, 2003. This compares to $7 million in revenues for the period May 24, 2002 (inception) to June 30, 2002. We expect staffing revenues to continue to be negatively impacted by general macroeconomic conditions.

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        The Company's temporary and permanent staffing services business has more than 320 offices in 42 states, the District of Columbia and ten foreign countries, while Protiviti has more than 30 offices in 21 states and four foreign countries. Revenues from domestic operations represented 82% of revenues for both the three and six months ended June 30, 2003 and 2002. Revenues from foreign operations represented 18% of revenues for both the three and six months ended June 30, 2003 and 2002.

        Gross margin dollars from the Company's temporary and consultant staffing services represent revenues less direct costs of services, which consist of payroll, payroll taxes and insurance costs for temporary employees. Gross margin dollars from permanent placement staffing services are equal to revenues, as there are no direct costs associated with such revenues. Gross margin dollars for risk consulting and internal audit services represent revenues less direct costs of services, which consists primarily of professional staff payroll, payroll taxes, insurance costs and reimbursable expenses. Gross margin dollars for the Company's temporary and consultant staffing services were $151 million and $299 million for the three and six months ended June 30, 2003, respectively, compared to $159 million and $318 million for the comparable periods in 2002, decreasing by 5% and 6% for the three and six months ended June 30, 2003, respectively. Gross margin amounts equaled 35% of revenues for temporary and consultant staffing services for both the three and six months ended June 30, 2003, compared to 36% for both the three and six months ended June 30, 2002. The lower 2003 temporary and consulting margin percentages are primarily due to higher unemployment insurance costs. Gross margin dollars for the Company's permanent placement staffing division were $24 million and $46 million for the three and six months ended June 30, 2003, respectively, compared to $26 million and $52 million for the comparable periods in 2002, decreasing by 8% and 12% for the three and six months ended June 30, 2003, respectively. Gross margin dollars for the Company's risk consulting and internal audit division were $3 million and $1 million for the three and six months ended June 30, 2003, respectively. This compares to negative $2 million for the period May 24, 2002 (inception) to June 30, 2002.

        Selling, general and administrative expenses were $175 million and $348 million for the three and six months ended June 30, 2003, respectively, compared to $179 million and $350 million during the three and six months ended June 30, 2002, respectively. Selling, general and administrative expenses as a percentage of revenues were 36% for both the three and six months ended June 30, 2003, compared to 38% and 37% for the three and six months ended June 30, 2002, respectively. Selling, general and administrative expenses consist primarily of staff compensation, advertising, depreciation and occupancy costs.

        For acquisitions, the Company allocates the excess of cost over the fair market value of the net tangible assets first to identifiable intangible assets, if any, and then to goodwill. The Company adopted SFAS 142 on January 1, 2002, resulting in the discontinuance of the amortization of goodwill that was being amortized over 40 years. The methods used for evaluating and measuring impairment of certain intangible assets have changed in accordance with the provisions of SFAS 142. Based upon its most recent analysis, the Company has determined that there was no impairment of intangible assets at June 30, 2003. Net intangible assets represented 17% of total assets and 22% of total stockholders' equity at June 30, 2003.

        Interest income for the three months ended June 30, 2003 and 2002 was $.9 million and $1.7 million, respectively, while interest expense for the three months ended June 30, 2003 and 2002 was $.3 million and $.2 million, respectively. Interest income for the six months ended June 30, 2003 and 2002 was $1.8 million and $3.2 million, respectively, while interest expense for both the six months ended June 30, 2003 and 2002 was $.4 million. Lower average cash balances and lower interest rates during the three and six months ended June 30, 2003 resulted in lower interest income.

        The provision for income taxes was 35% of income before taxes for both the three and six months ended June 30, 2003 and 38% for both the three and six months ended June 30, 2002.

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Liquidity and Capital Resources

        The change in the Company's liquidity during the six months ended June 30, 2003 is the net effect of funds generated by operations and the funds used for capital expenditures, the purchase of intangible assets, repurchases of common stock, and principal payments on outstanding notes payable. As of June 30, 2003, the Company has authorized the repurchase, from time to time, of up to 10 million additional shares of the Company's common stock on the open market or in privately negotiated transactions, depending on market conditions. During the six months ended June 30, 2003, the Company repurchased 1.2 million shares of common stock on the open market for a total cost of $16.7 million. Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes. During the six months ended June 30, 2003, such repurchases totaled 0.5 million shares at a cost of $7.8 million. Repurchases of securities have been funded with cash generated from operations. For the six months ended June 30, 2003, the Company generated $52 million from operations, used $38 million in investing activities and used $13 million in financing activities. This is further enumerated in the unaudited Condensed Consolidated Statements of Cash Flows.

        The Company's working capital at June 30, 2003, included $318 million in cash and cash equivalents. The Company's working capital requirements consist primarily of the financing of accounts receivable. While there can be no assurances in this regard, the Company expects that internally generated cash will be sufficient to support the working capital needs of the Company, the Company's fixed payments, and other obligations on both a short- and long-term basis. As of June 30, 2003, the Company had no material capital commitments. In connection with the formation of Protiviti, the Company became the guarantor of certain former Andersen partners' capital notes, which totaled $3.1 million at June 30, 2003.

        On July 1, 2003, the Company completed the acquisition of its last independent Robert Half franchise with offices in Overland Park, Kan., and Kansas City, Mo. The Company deposited funds for the entire purchase price into an escrow account for this acquisition on June 30, 2003, and these funds are reflected on the balance sheet in other non-current assets. The Company will account for this acquisition in the third quarter in accordance with the provisions of SFAS 141.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

        The Company's market risk sensitive instruments do not subject the Company to material market risk exposures.

ITEM 4. Controls and Procedures

        Management, including the Company's Chairman and Chief Executive Officer and Vice Chairman and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chairman and Chief Executive Officer and Vice Chairman and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

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

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PART II—OTHER INFORMATION

Item 1.    Legal Proceedings

        None

Item 2.    Changes in Securities and Use of Proceeds

        None

Item 3.    Defaults upon Senior Securities

        None

Item 4.    Submission of Matters to a Vote of Security Holders

        On May 8, 2003, registrant held its annual meeting of stockholders. The only matter presented to stockholders at the annual meeting was the election of three directors to Class I. The vote for director was as follows:

Nominee	Shares For	Shares Withheld
Andrew S. Berwick, Jr.	158,740,559	1,556,011
Frederick P. Furth	141,300,312	18,996,258
M. Keith Waddell	143,987,862	16,308,708

Item 5.    Other Information

        None

Item 6.    Exhibits and Reports on Form 8-K

(a)

Exhibits.

10.1	Senior Executive Retirement Plan, as amended.
31.1	Rule 13a-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a) Certification of Chief Financial Officer.
32.1	Section 1350 Certification of Chief Executive Officer.
32.2	Section 1350 Certification of Chief Financial Officer.

(b)

The registrant filed the following current report on Form 8-K during the quarter covered by this report:

Date	Items
April 15, 2003	Item 7. Financial Statements and Exhibits. Item 12. Results of Operations and Financial Condition.

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SIGNATURES

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

ROBERT HALF INTERNATIONAL INC.
(Registrant)

/s/  M. KEITH WADDELL


M. Keith Waddell
Vice Chairman, Chief Financial Officer and Treasurer
(Principal Financial Officer and
duly authorized signatory)

Date: July 30, 2003

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QuickLinks

PART I—FINANCIAL INFORMATION
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (in thousands, except share amounts)
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands)
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2003 (Unaudited)
PART II—OTHER INFORMATION
SIGNATURES

EX-10.1

EXHIBIT 10.1

ROBERT HALF INTERNATIONAL INC.

SENIOR EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective May 8, 2003)

                1.  INTRODUCTION.  This Plan was adopted by the Company to provide retirement benefits to those individuals, other than any individual holding the office of Chief Executive Officer or President, who participated in the Company’s Deferred Compensation Plan and, with respect to those individuals, this Plan shall supersede the Deferred Compensation Plan. The Administrator or the Chief Executive Officer may also select other Participants to be eligible for benefits hereunder.

                2.  DEFINITIONS.  As used in this Plan, the following terms have the meanings set forth below:

                2.1  ADMINISTRATOR means the Compensation Committee of the Board.

                2.2  BOARD means the Board of Directors of the Company.

                2.3  CHANGE IN CONTROL means the occurrence of any of the following:

                (a) Any person or group (as such terms are defined in Section 13(d)(3) of the Exchange Act), other than an employee benefit plan sponsored by the Company or a subsidiary thereof or a corporation owned (directly or indirectly), by the stockholders of the Company in substantially the same proportions of the ownership of stock of the Company, shall become the beneficial owner of securities of the Company representing 20% or more, or commences a tender or exchange offer following the successful consummation of which the offerer and its affiliates would beneficially own securities representing 20% or more, of the combined voting power of then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise; PROVIDED, HOWEVER, that a Change in Control shall not be deemed to include the acquisition by any such person or group of securities representing 20% or more of the Company if such party has acquired such securities not with the purpose nor with the effect of changing or influencing the control of the Company, nor in connection with or as a participant in any transaction having such purposes or effect, including, without limitation, not in connection with such party (i) making any public announcement with respect to the voting of such shares at any meeting to consider a merger, consolidation, sale of substantial assets or other business combination or extraordinary transaction involving the Company, (ii) making, or in any way participating in, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote any voting securities of the Company (including, without limitation, any such solicitation subject to Rule 14a-11 under the Exchange Act) or seeking to advise or influence any party with respect to the voting of any voting securities of the Company, directly or indirectly, relating to a merger or other business combination involving the Company or the sale or transfer of substantial assets of the Company, (iii) forming, joining or in any way participating in any “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of the Company, directly or indirectly, relating to a merger or other business combination involving the Company or the sale or transfer of any substantial assets of the Company, or (iv) otherwise acting, alone or in concert with others, to seek control of the Company or to seek to control or influence the management or policies of the Company.

                (b) The stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company.

                (c) A change in the composition of the Board of Directors of the Company occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (i) are directors of the Company as of the date

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hereof, or (ii) are elected, or nominated for election, to the Board of Directors of the Company with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company). As a result of or in connection with any cash tender offer, merger, or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Company just prior to such event shall cease within one year to constitute a majority of the Board.

                (d) The Company’s stockholders approve a definitive agreement providing for a transaction in which the Company will cease to be an independent publicly owned corporation.

                (e) The stockholders of the Company approve a definitive agreement (i) to merge or consolidate the Company with or into another corporation in which the holders of the Stock immediately before such merger or reorganization will not, immediately following such merger or reorganization, hold as a group on a fully-diluted basis both the ability to elect at least a majority of the directors of the surviving corporation and at least a majority in value of the surviving corporation’s outstanding equity securities, or (ii) to sell or otherwise dispose of all or substantially all of the assets of the Company.

                2.4  COMPANY means Robert Half International Inc., a Delaware corporation.

                2.5  EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

                2.6  OFFER means a tender offer or an exchange offer for shares of the Company’s Stock.

                2.7  PARTICIPANT means any elected executive officer or any key executive, other than any individual holding the office of Chief Executive Officer or President, approved by the Administrator or the Chief Executive Officer for participation in the Plan. The benefits of individuals (other than any individual holding the office of Chief Executive Officer or President) who had accounts (whether or not vested) under the Deferred Compensation Plan shall be transferred to this Plan, effective December 31, 1995, with interest for 1995 credited at the rate and as provided in Section 7 hereof instead of at the rate and as provided in the Deferred Compensation Plan. With respect to the year ended December 31, 1995 those individuals will thereafter be Participants hereunder and will no longer participate in the Deferred Compensation Plan.

                2.8  PLAN means the Senior Executive Retirement Plan.

                2.9  VOTING SHARES means the outstanding shares of the Company entitled to vote for the election of directors.

                3.  PURPOSE OF THE PLAN.  The purpose of the Plan is to attract, retain and reward Participants by providing them with supplemental income for use after their retirement. The Plan is designed to qualify as an unfunded ERISA “top-hat” plan for a select group of management or highly compensated employees of the Company and its subsidiaries designated by the Administrator.

                4.  ADMINISTRATION.  The Administrator shall have full power to interpret, construe and administer the Plan, except as otherwise provided in the Plan. The expense of administering the Plan shall be borne by the Company and shall not be charged against benefits payable hereunder.

                5.  DEFERRED COMPENSATION FORMULA.  Each Participant shall receive the base salary and annual cash bonus payable to that Participant for services rendered in his capacity as an employee of the Company or a designated subsidiary during the calendar year of participation, plus fifteen percent (15%) of such base salary and annual cash bonus as deferred compensation pursuant to this Plan, provided he is employed by the Company on the last day of such calendar year (December 31, 1995 for the first year). A Participant’s allocation of deferred compensation hereunder shall be deemed to have been made, for all purposes relating to this Plan, as of the first business day of the year following the year with respect to which the deferred compensation has been earned.

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                The Administrator or the Chief Executive Officer may at any time designate any Participant as entitled to receive a Change in Control Allocation. Once a Participant is so designated, such designation may not be rescinded. With respect to any Participant who has been designated as entitled to receive a Change in Control Allocation, there shall be allocated to such Participant’s account promptly following a Change in Control (if such Participant is employed by the Company on the date of the Change in Control) an amount equal to the product of (a) the number of whole years remaining until the Participant attains age 62 and (b) the last annual allocation made under the Plan. After such Change in Control Allocation has been made, each subsequent annual allocation under the Plan for such Participant following the Change in Control and prior to such Participant’s 62nd birthday shall be reduced by an amount equal to the last annual allocation made to such Participant prior to the Change in Control.

                6.  SEPARATE ACCOUNTS.  The Administrator shall maintain an individual account under the name of each Participant entitled to allocations pursuant to the Plan. Each such account shall be adjusted to reflect any amounts transferred from the Deferred Compensation Plan, deferred compensation credited hereunder, interest credited on such amounts and any distribution of such amounts hereunder. The establishment and maintenance of a separate account for each Participant shall not be construed as giving any person any interest in any assets of the Company or any right to payment other than as provided hereunder or any right to participate hereunder or in future years of employment. Such accounts shall be unfunded and maintained only for bookkeeping convenience; provided, however, the Company may establish an irrevocable grantor trust and contribute amounts to such trust to support its obligations hereunder.

                7.  INVESTMENT PERFORMANCE.  Each account shall be credited on the last day of each calendar year with interest on the balance of such account as of the first day of the calendar year. Interest credited for a calendar year shall be at a rate equal to one hundred (100%) of the Moody’s Corporate bond Yield Average reported in THE WALL STREET JOURNAL on the last business day of the calendar year (or the valuation date selected by the Administrator preceding a distribution).

                8.  VESTING.  Each Participant’s interest under the Plan shall be forfeitable upon such Participant’s termination of employment for any reason, except to the extent it becomes vested hereunder. Each Participant’s interest, regardless of when allocated, will be deemed unvested unless and until such Participant has completed ten years of service with the Company. “Years of Service” shall be based on the anniversary of the later of the Participant’s date of hire or his or her transfer to Company headquarters. At such time as the Participant has completed ten years service with the Company, the amount vested at any given time shall be (a) 50%, if Participant is age 50 or younger, (b) the sum of (i) 50% and (ii) 4 1/6% times the difference between Participant’s age and 50, if Participant is between age 51 and age 62, or (c) 100%, if Participant is age 62 or older. In the event of a Change in Control, all amounts credited under the Plan to each affected Participant shall become fully vested and nonforfeitable as a result of such event. Notwithstanding the foregoing, amounts shall vest hereunder in accordance with the terms of any severance agreement or other written arrangement between the Participant and the Company. In addition and notwithstanding the foregoing, the accounts transferred to this Plan from the Company’s Deferred Compensation Plan, including any and all investment performance hereunder, shall continue to vest under the terms of the Deferred Compensation Plan.

                9.  TIME OF DISTRIBUTION.  No vested amounts shall be payable hereunder until the first to occur of the following events:

                (a) The date of the Participant’s complete and total disability, as determined by the Administrator in its sole discretion (without regard to eligibility for benefits under any disability plan or program of the Company and/or its subsidiaries);

                (b) The Participant’s death; or

                (c) The date of the Participant’s separation from employment with the Company and/or its subsidiaries for any reason.

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                Notwithstanding the foregoing, distribution may occur at an earlier date as provided in Section 10 hereunder.

                All vested amounts will be valued and paid within 90 days following the occurrence of any such event. If distribution occurs before the end of a year a Participant shall receive a pro rata amount of deferred compensation under Section 5 hereof.

                10.  WITHDRAWALS.  The Administrator may direct payment of all or any vested portion of amounts credited to the account of a Participant upon application by the Participant. Any such application must show demonstrable financial need for distribution in order to meet extraordinary medical or medically related expenses, substantial costs related to residential requirements of the Participant, family educational expenses in an amount considered by the Administrator burdensome in relation to the Participant’s other available financial resources for meeting such expenses, extraordinary expenses related to an unanticipated casualty, accident or other misfortune or any other similar need approved by the Administrator.

                Any such distribution shall be made in the sole discretion of the Administrator.

                11.  METHOD OF DISTRIBUTION.  Upon termination from the Company, each Participant shall receive a lump sum distribution of all amounts payable to the Participant hereunder, unless prior to termination of employment the Participant elects, and the Administrator consents to, payment upon termination to be made in the form of installments over a period of time approved by the Administrator and not extending beyond the life expectancy of the Participant.

                12.  DEATH OF PLAN PARTICIPANT.  In the event that a Participant shall die at any time prior to complete distribution of all amounts payable to him hereunder, the remaining unpaid amounts shall be paid to the beneficiary or beneficiaries designated by the Participant, or in the absence of any such designation, to his estate in a lump sum distribution, unless the Administrator consents to installments.

                13.  PAYMENT IN THE EVENT OF DISABILITY.  If a person entitled to any payment hereunder shall be under a legal disability, or in the sole judgment of the Administrator shall otherwise be unable to apply such payment to his own interest and advantage, the Administrator in the exercise of its discretion may direct the Company to make any such payment in any one (1) or more of the following ways:

                                (a) Directly to such person;

                                (b) To his legal guardian or conservator; or

                                (c) To his spouse or to any person charged with his support;

to be expended for the benefit of Participant. The decision of the Administrator shall in each case be final and binding upon all persons in interest. Any such payment shall completely discharge the obligations of the Administrator and Company with regard to such payment.

                14.  ASSIGNMENT.  No Participant or beneficiary of a Participant shall have any right to assign, pledge, hypothecate, anticipate or in any way create a lien upon any amounts payable hereunder. No amounts payable hereunder shall be subject to assignment or transfer or otherwise be alienable, either by voluntary or involuntary act or by operation of law, or subject to attachment, execution, garnishment, sequestration or other seizure under any legal, equitable or other process, or be liable in any way for the debts or defaults of Participants and their beneficiaries, except to the extent permitted by applicable law and pursuant to the Administrator’s receipt and approval of a “qualified domestic relations order.”

                15.  WITHHOLDING.  Any taxes required to be withheld from deferrals or payments to Participants hereunder shall be deducted and withheld by the Company.

                16.  AMENDMENT AND TERMINATION.  This Plan may be amended in whole or in part by action of the Administrator and may be terminated at any time by action of the Administrator; provided, however, that no such amendment or termination shall reduce any amount credited hereunder to the extent such amount

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was credited prior to the date of amendment or termination; and provided, further, that the duties and liabilities of the members of the Administrator hereunder shall not be increased without their consent.

                17.  RIGHTS OF PARTICIPANTS.  The Company’s sole obligation to Participants and their beneficiaries shall be to make payment as provided hereunder. All payments shall be made from the general assets of the Company, and no Participant shall have any right hereunder to any specific assets of the Company or to be retained in the employment of the Company. All amounts of compensation allocated under this Plan, any property purchased therewith and all income attributable thereto shall remain the property and rights of the Company subject to the claims of the Company’s general creditors.

                18.  BINDING PROVISIONS.  All of the provisions of this Plan shall be binding upon all persons who shall be entitled to any benefits hereunder, and their heirs, and personal representatives.

                19.  EFFECTIVE DATE.  This Plan shall be effective December 31, 1995.

                20.  GOVERNING LAW.  This Plan and all determinations made and actions taken pursuant hereto shall, to the extent not preempted by ERISA, be governed by the law of the State of California and construed accordingly.

                21.  SEVERABILITY.  If any provision of this Plan is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Plan shall be deemed valid and enforceable to the full extent possible.

5

EX-31.1

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EXHIBIT 31.1

Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934

I, Harold M. Messmer, Jr., certify that:

1.

I have reviewed this report on Form 10-Q 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)) 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)

[intentionally omitted]

(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 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: July 30, 2003

/s/  HAROLD M. MESSMER, JR. Harold M. Messmer, Jr.
Chairman, President & CEO

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Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934

EX-31.2

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EXHIBIT 31.2

Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934

I, M. Keith Waddell, certify that:

1.

I have reviewed this report on Form 10-Q 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)) 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)

[intentionally omitted]

(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 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: July 30, 2003

/s/  M. KEITH WADDELL M. Keith Waddell
Vice Chairman, Treasurer & CFO

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Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934

EX-32.1

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 of Robert Half International Inc. (the "Form 10-Q"), I, Harold M. Messmer, Jr., Chief Executive Officer of Robert Half International Inc., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.    The Form 10-Q 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 Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Robert Half International Inc.

        A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Robert Half International Inc. and will be retained by Robert Half International Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

July 30, 2003 /s/ Harold M. Messmer, Jr. Harold M. Messmer, Jr.
Chief Executive Officer
Robert Half International Inc.

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CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 of Robert Half International Inc. (the "Form 10-Q"), I, M. Keith Waddell, Chief Financial Officer of Robert Half International Inc., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.    The Form 10-Q 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 Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Robert Half International Inc.

        A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Robert Half International Inc. and will be retained by Robert Half International Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

July 30, 2003 /s/ M. Keith Waddell M. Keith Waddell
Chief Financial Officer
Robert Half International Inc.

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CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002