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) January 28, 2010

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 January 28, 2010, Robert Half International Inc. issued a press release reporting earnings for the fourth fiscal quarter of 2009. 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.

On December 28, 2009, Plaintiff Eric Presser, on behalf of himself and a putative class of all allegedly similarly situated Staffing Managers in the state of Florida, filed a complaint in the United States District Court for the Middle District of Florida naming the Company as Defendant. The complaint alleges that Staffing Managers based in Florida have been misclassified as exempt from the Fair Labor Standards Act’s minimum wage and overtime requirements. Plaintiff seeks an unspecified amount for unpaid overtime on behalf of himself and the class he purports to represent. Plaintiff also seeks an unspecified amount for statutory penalties, attorneys’ fees and other damages. 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 will be provided in the financial statements to be included in the Company’s Form 10-K for the year ended December 31, 2009. The Company believes it has meritorious defenses to the allegations, and the Company intends to vigorously defend against the litigation.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit	Description
99.1	Robert Half International Inc. January 28, 2010, 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: January 28, 2010	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 FOURTH QUARTER OF 2009

MENLO PARK, California, January 28, 2010—Robert Half International Inc. (NYSE symbol: RHI) today reported revenues and earnings for the fourth quarter ended December 31, 2009.

For the quarter ended December 31, 2009, net income was $13.5 million or $.09 per share, on revenues of $737.4 million. Net income for the prior year’s fourth quarter was $39.0 million or $.25 per share, on revenues of $989.8 million.

For the year ended December 31, 2009, net income was $37.3 million or $.24 per share, on revenues of $3.04 billion. For the year ended December 31, 2008, net income was $250.2 million or $1.59 per share, on revenues of $4.60 billion.

Harold M. Messmer, Jr., chairman and CEO of Robert Half International, commented: “We were encouraged to see broad-based, improving demand for our professional staffing services during the fourth quarter. Each of our staffing divisions reported sequential revenue growth, as did Protiviti on a same-day basis.”

Robert Half International management will conduct a conference call today at 5 p.m. EST 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. EST today and ending at 8 p.m. EST on February 5. The dial-in number for the replay is 800-374-0934 (+1-402-220-0680 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., the world’s first and largest specialized staffing firm, is a recognized leader in professional consulting and staffing services, and is the parent company of Protiviti^®, a global consulting and internal audit firm composed of experts in risk, advisory and transaction services. The company’s specialized staffing divisions include Accountemps^®, Robert Half^® Finance & Accounting and Robert Half^® Management Resources, for temporary, full-time and senior-level 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: the global financial and economic situation; 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; the company’s ability to comply with governmental regulations affecting personnel services businesses in particular or employer/employee relationships in general; whether there will be ongoing demand for Sarbanes-Oxley or other regulatory compliance services; the company’s reliance on short-term contracts for a significant percentage of its business; 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; the ability of the company to manage its international operations and comply with foreign laws and regulations; the impact of fluctuations in foreign currency exchange rates; the possibility that the company’s computer and communications hardware and software systems could be damaged or their service interrupted; and the possibility that the company may fail to maintain adequate financial and management controls and as a result suffer errors in its financial reporting.

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

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ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

SUMMARY OF OPERATIONS

(in thousands, except per share amounts)

	Quarter Ended December 31,						Year Ended December 31,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Net service revenues	$	737,423		$	989,837		$	3,036,547		$	4,600,554
Direct costs of services		458,940			587,451			1,932,868			2,686,983
Gross margin		278,483			402,386			1,103,679			1,913,571
Selling, general and administrative expenses		255,972			334,895			1,036,899			1,496,839
Amortization of intangible assets		281			740			1,460			2,617
Interest income		(209	)		(323	)		(1,443	)		(5,161	)
Income before income taxes		22,439			67,074			66,763			419,276
Provision for income taxes		8,911			28,066			29,500			169,095
Net income	$	13,528		$	39,008		$	37,263		$	250,181
Net income available to common stockholders	$	12,969		$	37,806		$	35,067		$	242,744
Diluted net income per share	$	.09		$	.25		$	.24		$	1.59
Shares:
Basic		144,124			148,191			145,912			151,607
Diluted		145,161			148,582			146,611			152,528

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ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

(in thousands)

	Quarter Ended December 31,				Year Ended December 31,
	2009		2008		2009			2008
	(Unaudited)				(Unaudited)
REVENUES:
Accountemps	$	287,797	$	374,179	$	1,214,822		$	1,735,412
OfficeTeam		141,587		179,882		557,049			827,559
Robert Half Technology		76,263		101,360		309,854			437,477
Robert Half Management Resources		90,596		134,654		389,407			625,735
Robert Half Finance & Accounting		45,434		75,578		181,856			427,499
Protiviti		95,746		124,184		383,559			546,872
Total	$	737,423	$	989,837	$	3,036,547		$	4,600,554
GROSS MARGIN:
Temporary and consultant staffing	$	205,597	$	292,564	$	842,101		$	1,331,549
Permanent placement staffing		45,412		75,546		181,679			427,375
Risk consulting and internal audit services		27,474		34,276		79,899			154,647
Total	$	278,483	$	402,386	$	1,103,679		$	1,913,571
OPERATING INCOME:
Temporary and consultant staffing	$	22,212	$	63,421	$	104,521		$	348,963
Permanent placement staffing		6		2,589		(6,973	)		60,482
Risk consulting and internal audit services		293		1,481		(30,768	)		7,287
Total	$	22,511	$	67,491	$	66,780		$	416,732
SELECTED CASH FLOW INFORMATION:
Amortization of intangible assets	$	281	$	740	$	1,460		$	2,617
Depreciation expense	$	15,560	$	16,708	$	63,806		$	70,593
Capital expenditures	$	10,248	$	17,926	$	41,248		$	73,413
Open market repurchases of common stock (shares)		2,004		4,018		4,724			9,376

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ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

(in thousands)

	December 31,
	2009		2008
	(Unaudited)
SELECTED BALANCE SHEET INFORMATION:
Cash and cash equivalents	$	365,794	$	354,756
Accounts receivable, less allowances	$	362,392	$	484,808
Total assets	$	1,283,535	$	1,411,850
Current liabilities	$	366,968	$	412,852
Notes payable and other indebtedness, less current portion	$	1,779	$	1,892
Total stockholders’ equity	$	899,810	$	983,888

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