Back to GetFilings.com

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

FOR THE TRANSITION PERIOD FROM                                    to                                   .

Commission File Number 1-10427

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

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) had been subject to such filing requirements for the past 90 days.    Yes ý    No o

        Indicate the number of shares outstanding of each of the issuer's classes of common stock as of October 31, 2002:

173,295,514 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)

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

1

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

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

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

2

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

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

3

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

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

4

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2002

(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 professionals formerly associated with Arthur Andersen LLP's ("Andersen") risk consulting and internal audit practices, 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, 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 (consisting of normal recurring 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, 2001, 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 September 30, 2002, 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.

        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 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. The Company completed its annual goodwill impairment test during the period ended June 30, 2002 and determined that no adjustment to the carrying value of goodwill was required. The Company has determined that no events have occurred during the three months ended September 30, 2002 that would require interim testing.

        Income Taxes.    Deferred taxes are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rates.

        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 Condensed Consolidated Statements of Income.

        Stock Option Plans.    The Company accounts for its stock option plans under APB Opinion 25. Accordingly, no compensation expense related to stock options is included in determining net income (loss) and net income (loss) per share in the Condensed Consolidated Financial Statements.

        Property and Equipment.    Property and equipment are recorded at cost. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, primarily two to five years. Leasehold improvements are amortized over the shorter of the life of the related asset or the life of the lease.

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

6

Note B—Net Income (Loss) Per Share

        The calculation of net income (loss) per share for the three and nine months ended September 30, 2002 and 2001 is reflected in the following table (in thousands, except per share amounts):

Note C—Deferred Income Taxes and Other Current Assets

        As of September 30, 2002, deferred income taxes and other current assets consisted primarily of $37.8 million of deferred income taxes and $29.3 million of amounts on deposit in irrevocable grantor trusts related to employee benefit and retirement plans.

7

Note D—Intangible Assets, Net

        The following table sets forth the activity in the intangible assets from December 31, 2001 through September 30, 2002 (in thousands):

        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. Under SFAS 142, goodwill is no longer subject to amortization over its estimated useful life. Had goodwill not been amortized in the three and nine months ended September 30, 2001, the Company's pro forma net income and net income per share would have been as follows (in thousands, except per share amounts):

        The Company completed its annual goodwill impairment test during the period ended June 30, 2002 and determined that no adjustment to the carrying value of goodwill was required. The Company has determined that no events have occurred during the three months ended September 30, 2002 that would

8

require interim testing. The Company will perform annual assessments for impairment, applying a discounted cash flow-based test to its reportable units, which are its various lines of business.

        On May 23, 2002 the Company completed its arrangement to hire approximately 760 professionals formerly associated with Andersen's U.S. risk consulting and internal audit practices. These professionals comprise the talent base of Protiviti Inc., a wholly-owned subsidiary of the Company, which provides business and technology risk consulting and internal audit services. The Company paid $16.1 million, including transaction costs, to secure the release of Protiviti employees from their covenants not to compete or solicit. During the three months ended September 30, 2002, the Company made additional risk consulting business acquisitions of $3.1 million and recorded intangible assets of $2.6 million as a result. The estimated amortization expense related to the intangible assets, substantially all of which are being amortized over 18 months, is as follows for the succeeding three years: $6.3 million in 2002, $9.9 million in 2003 and $.1 million in 2004.

Note E—Accrued Payroll Costs

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

Note F—Contingencies

        The Company is involved in a number of lawsuits arising in the ordinary course of business which will not, in the opinion of management, have a material adverse effect on the Company's results of operations, financial position, or cash flows.

Note G—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, 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.

9

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

10

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 profit margins; the possibility of the Company incurring liability for 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 connection with the establishment and initial operations of 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. While management believes that its assumptions are appropriate, significant differences in actual experience or significant changes in assumptions may materially affect the Company's future financial results.

        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 allowance were based on current trends and historical loss statistics.

        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.

11

        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.

        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. 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. The Company completed its annual goodwill impairment test during the period ended June 30, 2002 and determined that no adjustment to the carrying value of goodwill was required. The Company has determined that no events have occurred during the three months ended September 30, 2002 that would require interim testing.

        Workers' Compensation.    The Company has established reserves for workers' compensation claims based on historical loss statistics.

        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 under APB Opinion 25. Accordingly, no compensation expense related to stock options is included in determining net income (loss) and net income (loss) per share in the unaudited Condensed Consolidated Financial Statements. The alternative method of accounting for stock options is prescribed by Statement of Financial Accounting Standards No. 123.

Results of Operations for Each of the Three Months and Nine Months Ended September 30, 2002 and 2001

        Temporary and consultant staffing services revenues were $442 million and $535 million for the three months ended September 30, 2002 and 2001, respectively, decreasing by 17% during the three months ended September 30, 2002 compared to the same period in 2001. Temporary and consultant staffing services revenues were $1.3 billion and $1.8 billion for the nine months ended September 30, 2002 and 2001, respectively, decreasing by 28% during the nine months ended September 30, 2002 compared to the same period in 2001. Permanent placement revenues were $25 million and $40 million for the three months ended September 30, 2002 and 2001, respectively, decreasing by 38% during the three months ended September 30, 2002 compared to the same period in 2001. Permanent placement revenues were $77 million and $159 million for the nine months ended September 30, 2002 and 2001, respectively, decreasing by 52% during the nine months ended September 30, 2002 compared to the same period in 2001. Staffing services revenue results for both the three and nine months ended September 30, 2002 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 $18 million for the three months ended September 30, 2002 and $25 million for the period May 24, 2002 (inception) to September 30, 2002. We expect total company revenues to continue to be negatively impacted by general macroeconomic conditions.

        As of September 30, 2002, the Company had more than 325 offices in 41 states, the District of Columbia, and 10 foreign countries. Revenues from domestic operations represented 83% and 82% of revenues for the three and nine months ended September 30, 2002, respectively, and 84% and 86% of revenues for the three and nine months ended September 30, 2001, respectively. Revenues from foreign operations represented 17% and 18% of revenues for the three and nine months ended September 30, 2002, respectively, and 16% and 14% of revenues for the three and nine months ended September 30, 2001, respectively.

12

        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 $156 million and $474 million for the three and nine months ended September 30, 2002, respectively, compared to $191 million and $655 million for the comparable periods in 2001, decreasing by 18% and 28% for the three and nine months ended September 30, 2002, respectively. Gross margin amounts equaled 35% and 36% of revenues for temporary and consultant staffing services for the three and nine months ended September 30, 2002, respectively, compared to 36% and 37% for the three and nine months ended September 30, 2001, respectively. The lower 2002 temporary and consulting margin percentages are primarily due to lower temp-to-perm conversion fees, which carry higher margins. Gross margin dollars for the Company's permanent placement staffing division were $25 million and $77 million for the three and nine months ended September 30, 2002, respectively, compared to $40 million and $159 million for the comparable periods in 2001, decreasing by 38% and 52% for the three and nine months ended September 30, 2002, respectively. Gross margin dollars for the Company's risk consulting and internal audit division were negative $6 million for the three months ended September 30, 2002, and negative $8 million for the period May 24, 2002 (inception) to September 30, 2002.

        Selling, general and administrative expenses were $179 million and $529 million for the three and nine months ended September 30, 2002, respectively, compared to $194 million and $641 million during the three and nine months ended September 30, 2001, respectively. Selling, general and administrative expenses as a percentage of revenues were 37% for both the three and nine months ended September 30, 2002, compared to 34% and 33% for the three and nine months ended September 30, 2001, respectively. Selling, general and administrative expenses consist primarily of staff compensation, advertising, depreciation and occupancy costs. The percentage increase in 2002 was primarily due to negative leverage from fixed operating expenses including depreciation, occupancy costs and administrative compensation.

        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. The Company completed its annual goodwill impairment test during the period ended June 30, 2002 and determined that no adjustment to the carrying value of goodwill was required. The Company has determined that no events have occurred during the three months ended September 30, 2002 that would require interim testing. Net intangible assets represented 17% of total assets and 22% of total stockholders' equity at September 30, 2002.

        Interest income for the three months ended September 30, 2002 and 2001 was $1.3 million and $2.4 million, respectively, while interest expense for the three months ended September 30, 2002 and 2001 was $.3 and $.2 million, respectively. Lower average cash balances and lower interest rates during the three months ended September 30, 2002 yielded lower interest income. Interest income for the nine months ended September 30, 2002 and 2001 was $4.5 and $7.5 million, respectively, while interest expense for the nine months ended September 30, 2002 and 2001 was $.7 million and $.6 million, respectively. Higher average cash balances during the nine months ended September 30, 2002 were offset by lower interest rates during the period.

        The provision for income taxes was 38% for both the three and nine months ended September 30, 2002 and 2001.

13

Liquidity and Capital Resources

        The change in the Company's liquidity during the nine months ended September 30, 2002 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. In October 2002, the Company authorized the repurchase, from time to time, of up to 10 million shares of the Company's common stock on the open market or in privately negotiated transactions, depending on market conditions. This authorization is in addition to the 1.9 million shares remaining under the existing repurchase program. During the nine months ended September 30, 2002, the Company repurchased approximately 6.1 million shares of common stock on the open market. Repurchases of the securities have been funded with cash generated from operations. For the nine months ended September 30, 2002, the Company generated $133 million from operations, used $81 million in investing activities and used $96 million in financing activities. This is further enumerated in the Condensed Consolidated Statements of Cash Flows.

        The Company's working capital at September 30, 2002, included $302 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 September 30, 2002, the Company had no material capital commitments.

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

        During the 90-day period prior to the filing date of this report, 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. Based upon, and as of the date of 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 as and when required.

        There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date that the Company carried out its evaluation.

14

PART II—OTHER INFORMATION

Item 1.    Legal Proceedings

        None

Item 2.    Changes in Securities

        None

Item 3.    Defaults upon Senior Securities

        None

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

        None

Item 5.    Other Information

        None

Item 6.    Exhibits and Reports on Form 8-K

(a)

Exhibits.

(b)

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

15

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: November 12, 2002

16

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 quarterly report on Form 10-Q of Robert Half International Inc.;

2.

Based on my knowledge, this quarterly 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 quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures 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 quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

        Date: November 12, 2002

17

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

I, M. Keith Waddell, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Robert Half International Inc.;

2.

Based on my knowledge, this quarterly 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 quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures 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 quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

        Date: November 12, 2002

18

QuickLinks

ITEM 1. FINANCIAL STATEMENTS

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
ITEM 4. Controls and Procedures

Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K