8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 23, 2008

Robert Half International Inc.

(Exact name of registrant as specified in its charter)

Delaware	01-10427	94-1648752
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2884 Sand Hill Road, Menlo Park, CA	94025
(Address of principal executive offices)	(Zip Code)

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

NO CHANGE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition.

On July 23, 2008, Robert Half International Inc. issued a press release reporting earnings for the second fiscal quarter of 2008. A copy of the press release is attached hereto as Exhibit 99.1.

The foregoing information in this Current Report on Form 8-K, including exhibit 99.1 attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such future filing.

Item 8.01    Other Events.

The Company’s Form 10-Q for the quarter ended March 31, 2008 and the Company’s Form 10-K for the year ended December 31, 2007, contained disclosure regarding Plaintiffs Ian O’Donnell and David Jolicoeur. As disclosed in the Company’s Form 10-Q for the quarter ended March 31, 2008, Plaintiffs petitioned the Court for permission to appeal to the U.S. Court of Appeals for the First Circuit the Court’s March 27, 2008 decision denying their motion for conditional certification. On July 14, 2008, the Court denied the petition. At this stage of the litigation, it is not feasible to predict its outcome or a range of loss, should a loss occur. Accordingly, no amounts will be provided in the financial statements to be included in the Company’s Form 10-Q for the quarterly period ended June 30, 2008. Reference is made to Note G to the Notes to the Condensed Consolidated Financial Statements (unaudited) included in the Company’s Form 10-Q for the quarterly period ended March 31, 2008 for a more detailed description of this case.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit	Description
99.1	Robert Half International Inc. July 23, 2008, Press Release.

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 hereunto duly authorized.

	Robert Half International Inc.
Date: July 23, 2008	By:	/s/    M. Keith Waddell
	Name:	M. Keith Waddell
	Title:	Vice Chairman, President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	M. Keith Waddell
	Vice Chairman, President and
	Chief Financial Officer
	(650) 234-6000

ROBERT HALF INTERNATIONAL INC. REPORTS REVENUES AND EARNINGS FOR THE SECOND QUARTER OF 2008

MENLO PARK, California, July 23, 2008 — Robert Half International Inc. (NYSE symbol: RHI) today reported revenues and earnings for the second quarter ended June 30, 2008.

For the quarter ended June 30, 2008, net income was $74.6 million or $.48 per share, on revenues of $1.22 billion. Net income for the prior year’s second quarter was $72.7 million or $.44 per share, on revenues of $1.15 billion.

For the six months ended June 30, 2008, net income was $145.4 million or $.93 per share, on revenues of $2.45 billion. For the six months ended June 30, 2007, net income was $143.4 million or $.86 per share, on revenues of $2.25 billion.

Harold M. Messmer, Jr., chairman and chief executive officer of Robert Half International Inc., said: “We were pleased with the company’s business performance during the second quarter. Revenues grew 7 percent from the second quarter of last year and income per share increased 9 percent from the prior year’s second quarter.

“Revenues for our staffing operations remained at near-record levels, due in part to continued robust growth in our international operations. Our permanent placement operations had a particularly strong quarter, with revenues and earnings reaching all-time-high levels.”

Messmer also commented that the company’s return on equity was 29 percent for the quarter and has averaged 25 percent for the last five years.

Robert Half International management will conduct a conference call today at 5 p.m. EDT following the release. The dial-in number is 800-862-9098 (+1-785-424-1051 outside the United States) and the passcode is “Robert Half International.” A taped recording of this call will be available for replay beginning at approximately 8 p.m. EDT today and ending at 8 p.m. EDT on July 30. The dial-in number for the replay is 800-283-8217 (+1-402-220-0868 outside the United States). The conference call also will be archived in audio format on the company’s website at www.rhi.com.

Founded in 1948, Robert Half International Inc. is the world’s first and largest specialized staffing firm. It also is the parent company of Protiviti^®, a global consulting and internal audit firm composed of experts in risk and advisory services. Robert Half’s specialized staffing divisions include Accountemps^®, Robert Half^® Finance & Accounting and Robert Half^® Management Resources, for temporary, full-time and project professionals, respectively, in the fields of accounting and finance; OfficeTeam^®, for highly skilled temporary administrative support personnel; Robert Half^® Technology, for information technology professionals; Robert Half^® Legal, for legal personnel; and The Creative Group^®, for advertising, marketing and web design professionals.

Robert Half International has staffing and consulting operations in more than 400 locations worldwide.

Certain information contained in this press release 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 United States or foreign countries where the company does business, or in particular regions or industries; reduction in the supply of candidates for temporary employment or the company’s ability to attract candidates; the entry of new competitors into the marketplace or expansion by existing competitors; the ability of the company to maintain existing client relationships and attract new clients in the context of changing economic or competitive conditions; the impact of competitive pressures, including any change in the demand for the company’s services, on the company’s ability to maintain its margins; the possibility of the company incurring liability for its activities, including the activities of its temporary employees, or for events impacting its temporary employees on clients’ premises; the possibility that adverse publicity could impact the company’s ability to attract and retain clients and candidates; the success of the company in attracting, training, and retaining qualified management personnel and other staff employees; whether governments will impose additional regulations or licensing requirements on personnel services businesses in particular or on employer/employee relationships in general; whether there will be ongoing demand for Sarbanes-Oxley or other regulatory compliance services; and litigation relating to prior or current transactions or activities, including litigation that may be disclosed from time to time in the company’s SEC filings.

Additionally, with respect to Protiviti, other risks and uncertainties include the fact that future success will depend on its ability to retain employees and attract clients; there can be no assurance that there will be ongoing demand for Sarbanes-Oxley or other regulatory compliance services; failure to produce projected revenues could adversely affect financial results; and there is the possibility of involvement in litigation relating to prior or current transactions or activities.

Because long-term contracts are not a significant part of the company’s business, future results cannot be reliably predicted by considering past trends or extrapolating past results. The company undertakes no obligation to update information contained in this release.

A copy of this release is available at www.rhi.com.

ATTACHED: Summary of Operations

Supplemental Financial Information

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

SUMMARY OF OPERATIONS

(in thousands, except per share amounts)

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
	(Unaudited)						(Unaudited)
Net service revenues	$	1,224,641		$	1,149,128		$	2,450,631		$	2,246,553
Direct costs of services		708,017			656,443			1,423,019			1,293,139
Gross margin		516,624			492,685			1,027,612			953,414
Selling, general and administrative expenses		393,393			374,636			787,824			723,015
Amortization of intangible assets		618			818			1,259			1,092
Interest income		(1,506	)		(3,073	)		(3,520	)		(7,090	)
Income before income taxes		124,119			120,304			242,049			236,397
Provision for income taxes		49,551			47,578			96,697			92,964
Net income	$	74,568		$	72,726		$	145,352		$	143,433
Diluted net income per share	$	.48		$	.44		$	.93		$	.86
Shares:
Basic		152,877			160,781			153,722			162,302
Diluted		154,520			164,770			155,459			166,818

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

(in thousands)

	Quarter Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
	(Unaudited)				(Unaudited)
REVENUES:
Accountemps	$	459,154	$	431,754	$	926,573	$	848,047
OfficeTeam		218,917		215,751		438,565		423,369
Robert Half Technology		112,612		105,219		223,818		204,071
Robert Half Management Resources		165,012		151,117		334,984		296,711
Robert Half Finance & Accounting		127,850		115,023		243,464		213,709
Protiviti		141,096		130,264		283,227		260,646
Total	$	1,224,641	$	1,149,128	$	2,450,631	$	2,246,553
GROSS MARGIN:
Temporary and consultant staffing	$	349,232	$	335,635	$	704,596	$	656,112
Permanent placement staffing		127,836		115,023		243,417		213,709
Risk consulting and internal audit services		39,556		42,027		79,599		83,593
Total	$	516,624	$	492,685	$	1,027,612	$	953,414
OPERATING INCOME:
Temporary and consultant staffing	$	96,499	$	90,659	$	195,394	$	178,456
Permanent placement staffing		25,439		23,829		42,576		43,941
Risk consulting and internal audit services		1,293		3,561		1,818		8,002
Total	$	123,231	$	118,049	$	239,788	$	230,399
SELECTED CASH FLOW INFORMATION:
Amortization of intangible assets	$	618	$	818	$	1,259	$	1,092
Depreciation expense	$	18,294	$	17,331	$	35,904	$	33,250
Capital expenditures	$	22,410	$	22,284	$	38,837	$	46,383
Open market repurchases of common stock (shares)		3,469		3,627		4,495		5,659

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

(in thousands)

	June 30,
	2008		2007
	(Unaudited)
SELECTED BALANCE SHEET INFORMATION:
Cash and cash equivalents	$	357,047	$	389,600
Accounts receivable, less allowances	$	631,318	$	591,573
Total assets	$	1,551,549	$	1,497,900
Current liabilities	$	515,826	$	476,333
Notes payable and other indebtedness, less current portion	$	3,633	$	3,663
Total stockholders’ equity	$	1,018,026	$	1,005,563