UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------





Commission file number 1-10427

ROBERT HALF INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)



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

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





Securities registered pursuant to Section 12(b) of the Act:



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of each class                     |  | Name of each exchange on which registered
|Common Stock, Par Value $.001 per Share |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act:

None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   x    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Act.    Yes   ̈    No  x

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  x    No   ̈

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.  ̈

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (Check one):

Large
accelerated filer  x    Accelerated filer   ̈    Non-accelerated filer   ̈    Smaller reporting company   ̈

Indicate by
check mark whether the registrant is a shell company.  ̈  Yes    x  No

As of June 30, 2008, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $3,506,138,450 based
on the closing sale price on that date. This amount excludes the market value of 9,639,848 shares of Common Stock directly or indirectly held by registrants directors and officers and their affiliates.

As of January 31, 2009, there were 151,358,681 outstanding shares of the registrants Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants Proxy Statement to be mailed to stockholders in connection with the registrants annual meeting of stockholders, scheduled to be held in May 2009, are incorporated by reference in Part III of this
report. Except as expressly incorporated by reference, the registrants Proxy Statement shall not be deemed to be part of this report.









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PART I

Item 1.    Business

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, Robert Half® Legal, The Creative Group®, and
Protiviti®. The Company, through its Accountemps, Robert Half Finance & Accounting, andRobert Half Management Resourcesdivisions, 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. Robert Half Legal 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, which began operations in 2002, is a global business consulting and internal audit firm. Protiviti, which primarily employs professionals specializing in
risk, advisory and transactional services, is a wholly-owned subsidiary of the Company.

The Companys business was originally founded
in 1948. Prior to 1986, the Company was primarily a franchisor, under the names Accountemps and Robert Half (now called Robert Half Finance & Accounting), of offices providing temporary and full-time professionals in
the fields of accounting and finance. Beginning in 1986, the Company and its current management embarked on a strategy of acquiring franchised locations. All of the franchises have been acquired. The Company believes that direct ownership of offices
allows it to better monitor and protect the image of its tradenames, promotes a more consistent and higher level of quality and service throughout its network of offices and improves profitability by centralizing many of its administrative
functions. Since 1986, the Company has significantly expanded operations at many of the acquired locations, opened many new locations and acquired other local or regional providers of specialized temporary service personnel. The Company has also
expanded the scope of its services by launching the new product lines OfficeTeam, Robert Half Technology, Robert Half Management Resources, Robert Half Legal and The Creative Group.

In 2002, the Company hired more than 700 professionals who had been affiliated with the internal
audit and business and technology risk consulting practice of Arthur Andersen LLP, including more than 50 individuals who had been partners of Andersen. These professionals formed the base of the Companys Protiviti Inc. subsidiary.
Protiviti® has enabled the Company to enter the market for business consulting and internal audit services, which market the Company believes offers synergies with its traditional
lines of business.

Accountemps

The
Accountempstemporary services division offers customers a reliable and economical means of dealing with uneven or peak work loads for accounting, tax and finance personnel caused by such predictable events as vacations, taking inventories,
tax work, month-end activities and special projects and such unpredictable events as illness and emergencies. Businesses view the use of temporary employees as a means of controlling personnel costs and converting such costs from fixed to variable.
The cost and inconvenience to clients of hiring and firing regular employees are eliminated by the use of Accountempstemporaries. The temporary workers are employees of Accountempsand are paid by Accountemps. The customer pays
a fixed rate only for hours worked.

Accountempsclients may fill their regular employment needs by using an Accountempsemployee on a trial basis and, if so desired, converting the temporary position to a regular position. The client typically pays a one-time fee for such conversions.

OfficeTeam

The Companys OfficeTeamdivision, which commenced operations in 1991, places
temporary and full-time office and administrative personnel, ranging from word processors to office managers. OfficeTeamoperates in much the same fashion as the Accountempsand Robert Half Finance & Accountingdivisions.



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Robert Half Finance & Accounting

The Companys Robert Half Finance & Accounting division specializes in the placement of full-time accounting, financial, tax and
banking personnel. Fees for successful placements are paid only by the employer and are generally a percentage of the new employees annual compensation. No fee for placement services is charged to employment candidates.

Robert Half Technology

The Companys Robert
Half Technology division, which commenced operations in 1994, specializes in providing information technology contract consultants and placing full-time employees in areas ranging from multiple platform systems integration to end-user support,
including specialists in programming, networking, systems integration, database design and help desk support.

Robert Half Legal

Since 1992, the Company has been placing temporary and full-time employees in attorney, paralegal, legal administrative and legal secretarial positions
through its Robert Half Legaldivision. The legal professions requirements (the need for confidentiality, accuracy and reliability, a strong drive toward cost-effectiveness, and frequent peak workload periods) are similar to the demands
of the clients of the Accountempsdivision.

Robert Half Management Resources

The Companys Robert Half Management Resources division, which commenced operations in 1997, specializes in providing senior level project
professionals in the accounting and finance fields, including chief financial officers, controllers, and senior financial analysts, for such tasks as financial systems conversions, expansion into new markets, business process reengineering and
post-merger financial consolidation.

The Creative Group

The Creative Group division commenced operations in 1999 and serves clients in the areas of advertising, marketing and web design and places project consultants in a variety of positions such as creative
directors, graphics designers, web content developers, web designers, media buyers, and public relations specialists.

Protiviti

Protiviti is a global business consulting and internal audit firm composed of experts specializing in risk, advisory and transactional services.
The firm helps clients solve problems in finance and transactions, operations, technology, litigation, governance, risk and compliance.

Marketing and
Recruiting

The Company markets its staffing services to clients as well as employment candidates. Local marketing and recruiting are
generally conducted by each office or related group of offices. Local advertising directed to clients and employment candidates consists of radio, yellow pages, websites and trade shows. Direct marketing through e-mail, regular mail and telephone
solicitation also constitutes a significant portion of the Companys total advertising. National advertising conducted by the Company consists primarily of radio and of print advertisements in national newspapers, magazines and trade journals.
Additionally, the Company has expanded its use of job boards in all aspects of sales and recruitment. Joint marketing arrangements have been entered into with major software manufacturers and typically provide for development of proprietary skills
tests, cooperative advertising, joint mailings and similar promotional activities. The Company also actively seeks endorsements and affiliations with professional organizations in the business management, office administration and



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professional secretarial fields. The Company also conducts public relations activities designed to enhance public recognition of the Company and its
services. Local employees are encouraged to be active in civic organizations and industry trade groups.

Protiviti markets its
business consulting and internal audit services to a variety of clients in a range of industries. Industry and competency teams conduct targeted marketing efforts, both locally and nationally, including print advertising and branded speaking events,
with support from Protiviti management. National advertising conducted by Protiviti consists primarily of print advertisements in national newspapers, magazines and selected trade journals. Protiviti has initiated a national
direct mail program to share information with clients on current corporate governance and risk management issues. It conducts public relations activities, such as press releases and newsletters, designed to enhance recognition for the
Protiviti brand, establish its expertise in key issues surrounding its business and promote its services. Protiviti plans to expand both the services and value added content on the Protiviti.com website and increase traffic
through targeted Internet advertising. Local employees are encouraged to be active in civic organizations and industry trade groups.

The Company and its subsidiaries own many trademarks, service marks and tradenames, including the
Robert Half® Finance & Accounting, Accountemps®, OfficeTeam®, Robert Half® Technology, Robert Half® Management Resources, Robert Half® Legal, The Creative Group® and Protiviti® marks, which are registered in the United
States and in a number of foreign countries.

Organization

Management of the Companys staffing operations is coordinated from its headquarters facilities in Menlo Park and Pleasanton, California. The Companys headquarters provides support and centralized services
to its offices in the administrative, marketing, public relations, accounting, training and legal areas, particularly as it relates to the standardization of the operating procedures of its offices. As of December 31, 2008, the Company
conducted its staffing services operations through more than 370 offices in 42 states, the District of Columbia and 20 foreign countries. Office managers are responsible for most activities of their offices, including sales, local advertising and
marketing and recruitment.

The day-to-day operations of Protiviti are managed by a chief executive officer and a senior management
team with operational and administrative support provided by individuals located in Pleasanton and Menlo Park, California. As of December 31, 2008, Protiviti had more than 60 offices in 23 states and 16 foreign countries.

Competition

The Companys staffing services
face competition in attracting clients as well as skilled specialized employment candidates. The staffing business is highly competitive, with a number of firms offering services similar to those provided by the Company on a national, regional or
local basis. In many areas the local companies are the strongest competitors. The most significant competitive factors in the staffing business are price and the reliability of service, both of which are often a function of the availability and
quality of personnel. The Company believes it derives a competitive advantage from its long experience with and commitment to the specialized employment market, its national presence, and its various marketing activities.

Protiviti faces competition in its efforts to attract clients and win proposal presentations. The risk consulting and internal audit businesses
are highly competitive. In addition, the changing regulatory environment is increasing opportunities for non-attestation audit and risk consulting services. The principal competitors of Protiviti remain the big four accounting
firms. Significant competitive factors include reputation, technology, tools, project methodologies, price of services and depth of skills of personnel. Protiviti believes its competitive strengths lie in its unique ability to couple the deep
skills and proven methodologies of its big four heritage with the customer focus and attention of a smaller organization.



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Employees

The Company has approximately 13,300 full-time employees, including approximately 3,000 engaged directly in Protiviti operations. In addition, the Company placed approximately 222,000 temporary employees on assignments with clients
during 2008. Employees placed by the Company on assignment with clients are the Companys employees for all purposes while they are working on assignments. The Company pays the related costs of employment, such as workers compensation
insurance, state and federal unemployment taxes, social security and certain fringe benefits. The Company provides access to voluntary health insurance coverage to interested temporary employees.

Other Information

The Companys current
business constitutes three business segments. (See Note M of Notes to Consolidated Financial Statement in Item 8. Financial Statements and Supplementary Data for financial information about the Companys segments.)

The Company is not dependent upon a single customer or a limited number of customers. The Companys staffing services operations are generally more
active in the first and fourth quarters of a calendar year. Protiviti has been in operation since May 2002. Protiviti is generally more active in the third and fourth quarters of a calendar year. Order backlog is not a material aspect
of the Companys staffing services business. While backlog is of greater importance to Protiviti, the Company does not believe, based upon the length of time of the average Protiviti engagement, that backlog is a material aspect
of the Protiviti business. No material portion of the Companys business is subject to government contracts.

Information about
foreign operations is contained in Note M of Notes to Consolidated Financial Statements in Item 8. The Company does not have export sales.

Available Information

The Companys Internet address is www.rhi.com. The Company makes available, free of
charge, through its website, its Annual Reports on Form 10-K, proxy statements for its annual meetings of stockholders, its Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and any amendments to those reports, as soon as is
reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission. Also available on the Companys website are its Corporate Governance Guidelines, its Code of Business Conduct and Ethics, and the
charters for its Audit Committee, Compensation Committee and Nominating and Governance Committee, each of which is available in print to any stockholder who makes a request to Robert Half International Inc., 2884 Sand Hill Road, Menlo Park, CA
94025, Attn: Corporate Secretary. The Companys Code of Business Conduct and Ethics is the Code of Ethics required by Item 406 of Securities and Exchange Commission Regulation S-K. The Company intends to satisfy any disclosure obligations
under Item 5.05 of Form 8-K regarding any amendment or waiver relating to its Code of Business Conduct and Ethics by posting such information on its website.

Item 1A.    Risk Factors

The Companys business prospects are subject to various risks and
uncertainties that impact its business. The most important of these risks and uncertainties are as follows:

The global financial crisis
may harm the Companys business and financial condition.    Many financial and economic analysts are predicting that the world economy may be entering into a prolonged economic downturn characterized by high
unemployment, limited availability of credit and decreased consumer and business spending. Given the nature of the Companys business, financial results could be significantly harmed should such a downturn occur. In the past, the Companys
business has suffered during periods of high unemployment as demand for staffing services tends to significantly decrease during such periods. This impact on the Companys business could be further dramatized during the current downturn given
the unprecedented impact it has had and may continue to have on the global credit markets. In addition, the impact of the credit



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crisis could harm the Companys financial condition. At December 31, 2008, the Company had approximately $355 million in cash and cash
equivalents. The Company has historically invested these amounts in U.S. treasuries and government agencies, bank deposits, corporate debt, money market funds, commercial paper and municipal bonds meeting certain criteria. Certain of these
investments are subject to general credit, liquidity, market and interest rate risks. These risks associated with the Companys investment portfolio may negatively impact the Companys financial condition.

Any reduction in global economic activity may harm theCompanys business.    The demand for the
Companys services, in particular its staffing services, is highly dependent upon the state of the economy and upon the staffing needs of the Companys clients. Any variation in the economic condition or unemployment levels of the U.S. or
of any of the foreign countries in which the Company does business, or in the economic condition of any region of any of the foregoing, or in any specific industry may severely reduce the demand for the Companys services and thereby
significantly decrease the Companys revenues and profits.

The Company faces risks in operating
internationally.The Company depends on operations in international markets for a significant portion of its business. These international operations are subject to a number of risks, including general political and
economic conditions in those foreign countries, the burden of complying with various foreign laws and technical standards and unpredictable changes in foreign regulations, U.S. legal requirements governing U.S. companies operating in foreign
countries, legal and cultural differences in the conduct of business, potential adverse tax consequences and difficulty in staffing and managing international operations. In addition, the Companys business may be affected by foreign currency
exchange fluctuations. In particular, the Company is subject to risk in translating its results in foreign currencies into the U.S. dollar. If the value of the U.S. dollar declines relative to other currencies, the Companys reported income
from these operations could decrease.

The Company may be unable to find sufficient candidates for its staffing
business.    The Companys staffing services business consists of the placement of individuals seeking employment. There can be no assurance that candidates for employment will continue to seek employment through the
Company. Candidates generally seek temporary or regular positions through multiple sources, including the Company and its competitors. Any shortage of candidates could materially adversely affect the Company.

The Company operates in a highly competitive businessand may be unable to retain clients or market
share.    The staffing services business is highly competitive and, because it is a service business, the barriers to entry are quite low. There are many competitors, some of which have greater resources than the Company, and
new competitors are entering the market all the time. In addition, long-term contracts form a negligible portion of the Companys revenue. Therefore, there can be no assurance that the Company will be able to retain clients or market share in
the future. Nor can there be any assurance that the Company will, in light of competitive pressures, be able to remain profitable or, if profitable, maintain its current profit margins.

The Companys business depends on a strong reputation and anything that harms its reputation will likely harm its
results.    As a provider of temporary and permanent staffing solutions as well as consultant services, the Companys reputation is dependent upon the performance of the employees it places with its clients and
the services rendered by its consultants. If the Companys clients become dissatisfied with the performance of those employees or consultants or if any of those employees or consultants engage in conduct that is harmful to the Companys
clients, the Companys ability to maintain or expand its client base may be harmed.

The Company may incur potential liability to
employees and clients.    The Companys temporary services business entails employing individuals on a temporary basis and placing such individuals in clients workplaces. The Companys ability to control the
workplace environment is limited. As the employer of record of its temporary employees, the Company incurs a risk of liability to its temporary employees for various workplace events, including claims of physical injury, discrimination, harassment
or failure to protect confidential personal information. While such claims have not historically had a material adverse effect upon the Company, there can be no assurance that such claims in the future will not result in adverse publicity or have a
material adverse effect



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upon the Company. The Company also incurs a risk of liability to its clients resulting from allegations of errors, omissions or theft by its temporary
employees, or allegations of misuse of client confidential information. The Company maintains insurance with respect to many of such claims. While such claims have not historically had a material adverse effect upon the Company, there can be no
assurance that the Company will continue to be able to obtain insurance at a cost that does not have a material adverse effect upon the Company or that such claims (whether by reason of the Company not having insurance or by reason of such claims
being outside the scope of the Companys insurance) will not have a material adverse effect upon the Company.

The Company
is dependent on its management personnel and employees and a failure to attract and retain such personnel could harm its business.    The Company is engaged in the services business. As such, its success or failure is highly
dependent upon the performance of its management personnel and employees, rather than upon technology or upon tangible assets (of which the Company has few). There can be no assurance that the Company will be able to attract and retain the personnel
that are essential to its success.

The Companys business is subject to extensive government regulation and a failure to
comply with regulations could harm its business.    The Companys business is subject to regulation or licensing in many states and in certain foreign countries. While the Company has had no material difficulty complying
with regulations in the past, there can be no assurance that the Company will be able to continue to obtain all necessary licenses or approvals or that the cost of compliance will not prove to be material. Any inability of the Company to comply with
government regulation or licensing requirements could materially adversely affect the Company. In addition, the Companys temporary services business entails employing individuals on a temporary basis and placing such individuals in
clients workplaces. Increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could materially adversely affect the Company.

The Companys computer and communications hardware and software systems are vulnerable to damage and interruption.    The
Companys ability to manage its operations successfully is critical to its success and largely depends upon the efficient and uninterrupted operation of its computer and communications hardware and software systems. The Companys primary
computer systems and operations are vulnerable to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, catastrophic events and errors in usage by the Companys employees.

Failure to maintain adequate financial and management processes and controls could lead to errors in the Companys financial
reporting.Failure to maintain adequate financial and management processes and controls could lead to errors in the Companys financial reporting. If the Companys management is unable to certify the
effectiveness of its internal controls or if its independent registered public accounting firm cannot render an opinion on the effectiveness of its internal control over financial reporting, or if material weaknesses in the Companys internal
controls are identified, the Company could be subject to regulatory scrutiny and a loss of public confidence. In addition, if the Company does not maintain adequate financial and management personnel, processes and controls, it may not be able to
accurately report its financial performance on a timely basis, which could cause its stock price to fall.

The demand for the
Companys services related to Sarbanes-Oxley or other regulatory compliance may decline.    The operations of both the staffing services business and Protiviti include services related to Sarbanes-Oxley and other
regulatory compliance. There can be no assurance that there will be ongoing demand for these services.

Long-term contracts do
not comprise a significant portion of the Companys revenue.    Because long-term contracts are not a significant part of the Companys staffing services business, future results cannot be reliably predicted by
considering past trends or extrapolating past results.

The Company and certain subsidiaries are defendants in several class and
representative action lawsuits alleging various wage and hour claims that could cause the Company to incur substantial liabilities.    The Company and certain subsidiaries are defendants in several class and representative
action lawsuits brought by or



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on behalf of the Companys current and former employees alleging violations of federal and state law with respect to certain wage and hour matters. The
Company and certain subsidiaries are currently defendants in four such lawsuits, all of which are pending in California. Three of such lawsuits allege, among other things, the misclassification of certain employees as exempt employees under federal
and state law and other related wage and hour violations and seek an unspecified amount for unpaid overtime compensation, statutory penalties, and other damages, as well as attorneys fees. The fourth lawsuit alleges, among other things, that
temporary employees in California were improperly denied expense reimbursement and wages for time purportedly spent preparing for, traveling to, and attending interviews, and seeks compensation for such expenses and wages, penalties and injunctive
relief, as well as attorneys fees. It is not possible to predict the outcome of these lawsuits. However, these lawsuits may consume substantial amounts of the Companys financial and managerial resources and might result in adverse
publicity, regardless of the ultimate outcome of the lawsuits. In addition, the Company and its subsidiaries may become subject to similar lawsuits in the same or other jurisdictions. An unfavorable outcome with respect to these lawsuits and any
future lawsuits could, individually or in the aggregate, cause the Company to incur substantial liabilities that may have a material adverse effect upon the Companys business, financial condition or results of operations.

Protiviti may be unable to attract and retain key personnel.    Protiviti is a services business, and is
dependent upon its ability to attract and retain personnel. While Protiviti has retained its key personnel to date, there can be no assurance that it will continue to be able to do so.

Protiviti operates in a highly competitive business and faces competitors who are significantly larger and have more established
reputations.    Protiviti operates in a highly competitive business. As with the Companys staffing services business, the barriers to entry are quite low. There are many competitors, some of which have greater resources
than Protiviti and many of which have been in operation far longer than Protiviti. In particular, Protiviti faces competition from the big four accounting firms, which have been in operation for a considerable period
of time and have established reputations and client bases. Because the principal factors upon which competition is based are reputation, technology, tools, project methodologies, price of services and depth of skills of personnel, there can be no
assurance that Protiviti will be successful in attracting and retaining clients.

Protivitis operations could
subject it to liability.    The business of Protiviti consists of providing business consulting and internal audit services. Liability could be incurred or litigation could be instituted against the Company or
Protiviti for claims related to these activities or to prior transactions or activities. There can be no assurance that such liability or litigation will not have a material adverse impact on Protiviti or the Company.

Item 1B.    Unresolved Staff Comments.

Not applicable.

Item 2.    Properties

The Companys headquarters operations are located in Menlo Park and Pleasanton, California. As of December 31, 2008, placement activities were conducted through more than 370 offices located in the United
States, Canada, the United Kingdom, Belgium, Brazil, France, the Netherlands, Germany, the Czech Republic, Ireland, Italy, Luxembourg, Spain, Switzerland, Japan, China, Singapore, Australia, New Zealand, Austria and the United Arab Emirates. As
of December 31, 2008, Protiviti had more than 60 offices in the United States, Canada, Mexico, Brazil, Australia, China, France, Germany, Italy, the Netherlands, Japan, Singapore, South Korea, India, the United Kingdom, Belgium and
Spain. All of the offices are leased.

Item 3.    Legal Proceedings

On September 10, 2004, Plaintiff Mark Laffitte, on behalf of himself and a putative class of salaried Account Executives and Staffing Managers, filed
a complaint in California Superior Court naming the Company



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and three of its wholly owned subsidiaries as Defendants. The complaint alleges that salaried Account Executives and Staffing Managers based in California
have been misclassified under California law as exempt employees and seeks an unspecified amount for unpaid overtime pay alleged to be due to them had they been paid as non-exempt hourly employees. In addition, the Plaintiff seeks an unspecified
amount for statutory penalties for alleged violations of the California Labor Code arising from the alleged misclassification of these employees as exempt employees. On September 18, 2006, the Court issued an order certifying a class with
respect to claims for alleged unpaid overtime pay but denied certification with respect to claims relating to meal periods and rest time breaks. On August 15, 2008, the Court stayed the litigation pending the California Supreme Courts
ruling in another case unrelated to the Company titled Harris v. Superior Court. The ruling in such case may have a material adverse bearing on the Companys position in this litigation. At this stage of the litigation, it is not
feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding, and accordingly, no amounts have been provided in the accompanying financial statements. The Company believes it has meritorious defenses to the
allegations, and the Company intends to continue to vigorously defend against the litigation.

On May 4, 2006, Plaintiff Don Tran, on
behalf of himself and a putative class of salaried Consultants and Senior Consultants, and a sub-class of terminated salaried Consultants and Senior Consultants, filed a complaint in California Superior Court naming Protiviti Inc., a wholly owned
subsidiary of the Company (Protiviti), as Defendant. The complaint alleges that salaried consultants based in California have been misclassified under California law as exempt employees and seeks an unspecified amount for unpaid overtime
pay alleged to be due to them had they been paid as non-exempt, hourly employees. Plaintiff also seeks an unspecified amount for statutory penalties for alleged violations of the California Labor Code arising from the alleged misclassification of
these employees as exempt employees. The complaint further seeks damages and penalties for the failure to provide meal and rest periods, and for the failure to reimburse business expenses, including, without limitation, parking and cellular
telephone expenses. On February 28, 2008, the Court allowed Plaintiff to amend the complaint to name as class representatives two additional former Protiviti Consultants, who had worked for Protivitis Internal Audit business
line. Plaintiff Tran had worked for Protivitis Technology Risk business line. On April 3, 2008, Plaintiffs agreed in open court to dismiss their claim for failure to reimburse business expenses. On December 18, 2008, the Court
ruled that it would certify two classes, one of California Consultants and another of California Senior Consultants, on the overtime pay claims. The Court also ruled that it would deny certification, without prejudice, on the claims for alleged
unpaid meal and rest breaks. Further, it ruled that the Plaintiffs must submit a detailed trial plan, which the Court may use to revisit the class certification issue. The class has not yet been given notice of the action or the ruling. On February
6, 2009 the Court issued its order certifying the two classes described above on the overtime pay claims. A ruling in the unrelated Harris case referenced in the first paragraph of this Item 3 may have a material adverse bearing on
Protivitis position in this litigation. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding, and accordingly, no amounts have been provided in the
accompanying financial statements. Protiviti believes it has meritorious defenses to the allegations, and Protiviti intends to continue to vigorously defend against the litigation.

On September 24, 2007, Plaintiff Van Williamson, on behalf of himself and a putative class of salaried Account Executives and Staffing Managers,
filed a complaint in California Superior Court naming the Company and three of its wholly owned subsidiaries as Defendants. The complaint alleges that salaried Account Executives and Staffing Managers based in California were not provided meal
periods, paid rest periods, and accurate itemized wage statements. It seeks one hour of wages for each employee for each meal and rest period missed during the statutory liability period. It also seeks an unspecified amount for statutory penalties
for alleged violations of the California Labor Code arising from the alleged failure to provide the meal and rest periods and accurate itemized wage statements. The allegations in the complaint are substantially similar to the allegations included
in the complaint filed by Mark Laffitte described above. On August 28, 2008, the Court stayed the litigation pending the California Supreme Courts decision on whether to review a case unrelated to the Company titled Brinker Restaurant
Corp. v. Superior Court.On October 22, 2008, the California Supreme Court granted such review. The Plaintiffs and Defendants in the current action are scheduled to review the stay with the Court



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on February 26, 2009. A ruling in the unrelated Harris case referenced in the first paragraph of this Item 3 and/or the Brinker case
referenced above may have a material adverse bearing on the Companys position in this litigation. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding, and
accordingly, no amounts have been provided in the accompanying financial statements. The Company believes it has meritorious defenses to the allegations, and the Company intends to continue to vigorously defend against the litigation.

On September 16, 2008, Plaintiff Donald R. Green, on behalf of himself and a putative class of all temporary staffing employees in California, filed
a complaint in California Superior Court naming the Company and one of its wholly owned subsidiaries as Defendants. The complaint alleges that temporary employees in California were improperly denied expense reimbursement and wages for time
purportedly spent preparing for interviews, and traveling to and attending interviews with, alleged clients of Defendants. Plaintiff seeks penalties and equitable and legal remedies under Section 17200 of the California Business and Professions
Code and Sections 1194 and 2802 of the California Labor Code. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding, and accordingly, no amounts have been provided
in the accompanying financial statements. The Company believes it has meritorious defenses to the allegations, and the Company intends to vigorously defend against the litigation.

The Companys Form 10-Q for the quarter ended September 30, 2008 and the Companys Form 10-K for the year ended December 31, 2007
contained disclosure regarding a complaint filed against the Company and three of its wholly owned subsidiaries on August 9, 2005, by Plaintiff Lizette Greene, on behalf of herself and a putative class of salaried inside sales
persons. On February 11, 2009, the Court dismissed this case.

The Company is involved in a number of other lawsuits arising in
the ordinary course of business. While management does not expect any of these other 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.

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

Not applicable.



9



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PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

Market Price, Dividends and Related Matters

The
Companys Common Stock is listed for trading on the New York Stock Exchange under the symbol RHI. On January 31, 2009, there were 5,357 holders of record of the Common Stock.

Following is a list by fiscal quarters of the sales prices of the stock:



|            |  |              |       |     |   |      
|----------- |  | ------------ | ----- | --- | - | -----
|            |  | Sales Prices
|2008        |  | High         |       | Low
|4th Quarter |  | $            | 24.64 |     | $ | 14.31
|3rd Quarter |  | $            | 29.99 |     | $ | 21.96
|2nd Quarter |  | $            | 26.60 |     | $ | 22.51
|1st Quarter |  | $            | 28.32 |     | $ | 21.21
|            | 
|            |  | Sales Prices
|2007        |  | High         |       | Low
|4th Quarter |  | $            | 32.95 |     | $ | 24.41
|3rd Quarter |  | $            | 38.24 |     | $ | 28.59
|2nd Quarter |  | $            | 38.01 |     | $ | 32.78
|1st Quarter |  | $            | 42.21 |     | $ | 35.91

Cash dividends of $.11 per share were declared and paid in each quarter of 2008. Cash dividends of
$.10 per share were declared and paid in each quarter of 2007.

Issuer Purchases of Equity Securities



|                                           |  |                               |     |  |                            |       |                                                               |           |                                                                                |           
|------------------------------------------ |  | ----------------------------- | --- |  | -------------------------- | ----- | ------------------------------------------------------------- | --------- | ------------------------------------------------------------------------------ | ----------
|                                           |  | TotalNumber ofSharesPurchased |     |  | AveragePrice Paidper Share |       | TotalNumber ofSharesPurchasedas Part ofPubliclyAnnouncedPlans |           | MaximumNumber ofShares that MayYet BePurchasedUnder PubliclyAnnouncedPlans
(d)
|October 1, 2008 to October 31, 2008        |  | 110,659                       | (a) |  | $                          | 17.96 |                                                               | 110,454   |                                                                                | 13,702,465
|November 1, 2008 to November 30, 2008      |  | 3,788,556                     | (b) |  | $                          | 17.91 |                                                               | 3,788,532 |                                                                                | 9,913,933 
|December 1, 2008 to December 31, 2008      |  | 291,025                       | (c) |  | $                          | 19.88 |                                                               | 118,536   |                                                                                | 9,795,397 
|                                           |  |                               |     |  |                            |       |                                                               |           |                                                                                |           
|Total October 1, 2008 to December 31, 2008 |  | 4,190,240                     |     |  |                            |       |                                                               | 4,017,522 |                                                                                |           



|(a) | Includes 205 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or
exercise price.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Includes 24 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or
exercise price.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Includes 172,489 shares repurchased in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of applicable withholding taxes and/or
exercise price.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Commencing in October 1997, the Companys Board of Directors has, at various times, authorized the repurchase, from time to time, of the Companys common stock on the open
market or in privately negotiated transactions depending on market conditions. Since plan inception, a total of 78,000,000 shares have been authorized for repurchase, of which, 68,204,603 shares have been repurchased as of December 31, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10



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The remainder of the information required by this item is incorporated by reference to Part III,
Item 12 of this Form 10-K.

Item 6.    Selected Financial Data

The selected five-year financial data presented below should be read in conjunction with the information contained in Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations, and the Companys Consolidated Financial Statements and the Notes thereto contained in Item 8. Financial Statements and Supplementary Data.



|                                                                                                          |  |                                          |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|--------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | --------- | - |  | - | --------- | -
|                                                                                                          |  | Years Ended December 31,                 |          
|                                                                                                          |  | 2008                                     |           |   | 2007 |   |           | 2006 |  |   | 2005      |   |  | 2004 |          
|                                                                                                          |  | (in thousands)                           |          
|Income Statement Data:                                                                                    |  |                                          |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net service revenues                                                                                      |  | $                                        | 4,600,554 |   |      | $ | 4,645,666 |      |  | $ | 4,013,546 |   |  | $    | 3,338,439 |   |  | $ | 2,675,696 |  
|Direct costs of services, consisting of payroll, payroll taxes, insurance costs and reimbursable expenses |  |                                          | 2,686,983 |   |      |   | 2,667,838 |      |  |   | 2,319,293 |   |  |      | 1,965,390 |   |  |   | 1,619,394 |  
|                                                                                                          |  |                                          |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Gross margin                                                                                              |  |                                          | 1,913,571 |   |      |   | 1,977,828 |      |  |   | 1,694,253 |   |  |      | 1,373,049 |   |  |   | 1,056,302 |  
|Selling, general and administrative expenses                                                              |  |                                          | 1,496,839 |   |      |   | 1,497,957 |      |  |   | 1,243,952 |   |  |      | 991,488   |   |  |   | 824,382   |  
|Amortization of intangible assets                                                                         |  |                                          | 2,617     |   |      |   | 2,594     |      |  |   | 851       |   |  |      | 335       |   |  |   | 1,025     |  
|Interest income, net                                                                                      |  |                                          | (5,161    | ) |      |   | (13,127   | )    |  |   | (16,752   | ) |  |      | (10,948   | ) |  |   | (3,770    | )
|                                                                                                          |  |                                          |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Income before income taxes                                                                                |  |                                          | 419,276   |   |      |   | 490,404   |      |  |   | 466,202   |   |  |      | 392,174   |   |  |   | 234,665   |  
|Provision for income taxes                                                                                |  |                                          | 169,095   |   |      |   | 194,192   |      |  |   | 183,024   |   |  |      | 154,304   |   |  |   | 94,061    |  
|                                                                                                          |  |                                          |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net income                                                                                                |  | $                                        | 250,181   |   |      | $ | 296,212   |      |  | $ | 283,178   |   |  | $    | 237,870   |   |  | $ | 140,604   |  
|                                                                                                          |  |                                          |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|                                                                                                          | 
|                                                                                                          |  | Years Ended December 31,                 |          
|                                                                                                          |  | 2008                                     |           |   | 2007 |   |           | 2006 |  |   | 2005      |   |  | 2004 |          
|                                                                                                          |  | (in thousands, except per share amounts) |          
|Net Income Per Share:                                                                                     |  |                                          |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Basic                                                                                                     |  | $                                        | 1.65      |   |      | $ | 1.85      |      |  | $ | 1.71      |   |  | $    | 1.42      |   |  | $ | .83       |  
|Diluted                                                                                                   |  | $                                        | 1.63      |   |      | $ | 1.81      |      |  | $ | 1.65      |   |  | $    | 1.36      |   |  | $ | .79       |  
|Shares:                                                                                                   |  |                                          |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Basic                                                                                                     |  |                                          | 151,607   |   |      |   | 159,767   |      |  |   | 166,003   |   |  |      | 167,664   |   |  |   | 169,742   |  
|Diluted                                                                                                   |  |                                          | 153,289   |   |      |   | 163,479   |      |  |   | 171,712   |   |  |      | 174,382   |   |  |   | 176,866   |  
|Cash Dividends Declared Per Share                                                                         |  | $                                        | .44       |   |      | $ | .40       |      |  | $ | .32       |   |  | $    | .28       |   |  | $ | .18       |  
|                                                                                                          | 
|                                                                                                          |  | December 31,                             |          
|                                                                                                          |  | 2008                                     |           |   | 2007 |   |           | 2006 |  |   | 2005      |   |  | 2004 |          
|                                                                                                          |  | (in thousands)                           |          
|Balance Sheet Data:                                                                                       |  |                                          |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Goodwill and other intangible assets, net                                                                 |  | $                                        | 189,382   |   |      | $ | 195,143   |      |  | $ | 178,665   |   |  | $    | 165,857   |   |  | $ | 167,931   |  
|Total assets                                                                                              |  | $                                        | 1,411,850 |   |      | $ | 1,450,298 |      |  | $ | 1,459,021 |   |  | $    | 1,318,686 |   |  | $ | 1,198,657 |  
|Long-term debt financing                                                                                  |  | $                                        | 1,892     |   |      | $ | 3,753     |      |  | $ | 3,831     |   |  | $    | 2,698     |   |  | $ | 2,266     |  
|Stockholders equity                                                                                      |  | $                                        | 983,888   |   |      | $ | 984,049   |      |  | $ | 1,042,671 |   |  | $    | 970,873   |   |  | $ | 911,870   |  



11



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Item 7.    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: 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. Further information regarding these and other risks and
uncertainties is contained in Item 1A. Risk Factors. 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 and Estimates

As described below, the Companys most critical accounting policies and estimates are those that involve subjective decisions or assessments.

Accounts Receivable Allowances.    The Company maintains allowances for estimated losses resulting from (i) the inability
of its customers to make required payments, (ii) temporary placement sales adjustments, and (iii) permanent placement candidates not remaining with the client through the 90-day guarantee period, commonly referred to as fall
offs. The Company establishes these allowances based on its review of customers credit profiles, historical loss statistics and current trends. The adequacy of these allowances is reviewed each reporting period. Historically, the
Companys actual losses and credits have been consistent with these allowances. As a percentage of gross accounts receivable, the Companys accounts receivable allowances totaled 6.6% and 4.6% as of December 31, 2008 and 2007,
respectively. As of December 31, 2008, a five-percentage point deviation in the Companys accounts receivable allowances balance would have resulted in an increase or decrease in the allowance of $1.7 million. Although future results
cannot always be predicted by extrapolating past results, management believes that it is reasonably likely that future results will be consistent with historical trends and experience. However, if the financial condition of the Companys
customers were to



12



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deteriorate, resulting in an impairment of their ability to make payments, or if unexpected events or significant future changes in trends were to occur,
additional allowances may be required.

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. Deferred tax assets and liabilities are measured and recorded using
current enacted tax rates, which the Company expects will apply to taxable income in the years in which those temporary differences are recovered or settled. 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 in the various relevant jurisdictions.

The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive
and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of our deferred tax assets may not be realized. When appropriate, a
valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. In relation to actual net operating losses in certain foreign operations, valuation allowances of $14.6 million were recorded as
of December 31, 2008. If such losses are ultimately utilized to offset future operating income, the Company will benefit its deferred tax assets up to the full amount of the valuation reserve.

While management believes that its judgments and interpretations regarding income taxes are appropriate, significant differences in actual experience may
materially affect the future financial results of the Company.

Goodwill Impairment.    The Company assesses the
impairment of goodwill annually in the second quarter, or more often if events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment assessments for goodwill are done at a reporting unit level. For purposes
of this assessment, the Companys reporting units are its lines of business. In performing periodic impairment tests, the fair value of the reporting unit is compared to the carrying value, including goodwill and intangible assets. If the fair
value exceeds the carrying value, there is no impairment. If the carrying value exceeds the fair value, however, an impairment condition may exist.

The goodwill impairment assessment is based upon a discounted cash flow analysis. The estimate of future cash flows is based upon, among other things, a discount rate and certain assumptions about expected future operating performance. The
discount rate used by management has been calculated on a consistent basis and has not fluctuated significantly. The primary assumptions related to future operating performance include revenue growth rates and expense levels. These assumptions are
updated annually and are primarily based upon historical trends. 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. Although management believes the assumptions and estimates made in its goodwill impairment analysis to be reasonable and appropriate, different assumptions could materially impact the Companys reported financial results.
As of December 31, 2008 and 2007, total goodwill equaled $187.5 million and $191.1 million, respectively. The Company completed its annual goodwill impairment analysis during each of the years ended December 31, 2008 and 2007,
and determined that no adjustment to the carrying value of goodwill was required.

Workers
Compensation.    Except for states which require participation in state-operated insurance funds, the Company retains the economic burden for the first $0.5 million per occurrence in workers compensation claims.
Workers compensation includes ongoing healthcare and indemnity coverage for claims and may be paid over numerous years following the date of injury. Claims in excess of $0.5 million are insured. Workers compensation expense includes the
insurance premiums for claims in excess of $0.5 million, claims administration fees charged by the Companys workers compensation administrator, premiums paid to state-operated insurance funds, and an estimate for the Companys
liability for Incurred But Not Reported (IBNR) claims and for the ongoing development of existing claims. Total workers compensation expense was $12.1



13



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million and $9.4 million, representing 0.37% and 0.27% of applicable U.S. revenue for the years ended December 31, 2008 and 2007, respectively.

The accrual for IBNR claims and for the ongoing development of existing claims in each reporting period includes estimates. The Company
has established reserves for workers compensation claims using loss development rates which are estimated using periodic third party actuarial valuations based upon historical loss statistics which include the Companys historical
frequency and severity of workers compensation claims, and an estimate of future cost trends. 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 results. Based on the Companys results for the year ended December 31, 2008, a five-percentage point deviation in the Companys estimated loss development rates would have
resulted in an increase or decrease in the reserve of $0.5 million.

Stock-based Compensation.Under various
stock plans, officers, employees and outside directors have received or may receive grants of restricted stock, stock units, stock appreciation rights or options to purchase common stock.

Compensation expense for restricted stock and stock units is generally recognized on a straight-line basis over the vesting period, based on the
stocks fair market value on the grant date. For restricted stock grants issued with performance conditions, compensation expense is recognized over each vesting tranche. The Company recognizes compensation expense for only the portion of
restricted stock and stock units that is expected to vest, rather than record forfeitures when they occur. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required
in future periods. For purposes of calculating stock-based compensation expense for retirement-eligible employees, the service period is assumed to be met on the grant date or retirement-eligible date, whichever is later.

No stock appreciation rights have been granted under the Companys existing stock plans.

The Company determines the fair value of options to purchase common stock using the Black-Scholes valuation model. The Company recognizes expense over
the service period for options that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates. The Company has not granted any options to purchase
common stock since 2006.

For the years ended December 31, 2008, 2007 and 2006, compensation expense related to restricted stock and stock
units was $63.6 million, $53.8 million and $40.8 million, respectively, of which $17.0 million, $21.1 million and $10.2 million was related to grants made in 2008, 2007 and 2006, respectively. A one-percentage point deviation in the estimated
forfeiture rates would have resulted in a $0.6 million, $0.5 million and $0.4 million increase or decrease in compensation expense related to restricted stock and stock units for the years ended December 31, 2008, 2007 and 2006, respectively.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141(R), Business Combinations(SFAS 141(R)). SFAS 141(R) establishes principles and
requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired. SFAS 141(R) also establishes
disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of
SFAS 141(R) to have a material effect on its Financial Statements.

In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statementsan amendment of Accounting Research Bulletin No. 51(SFAS 160). SFAS 160 establishes accounting and reporting standards for ownership interests in
subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a



14



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parents ownership interest, and the valuation of retained, noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also
establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The
Company does not expect the adoption of SFAS 160 to have a material effect on its Financial Statements.

In September 2006, the FASB
issued SFAS No. 157, Fair Value Measurements (SFAS 157), which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. Subsequently in February 2008,
the FASB issued FASB Staff Position 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 for non-financial assets and liabilities, except for items that are recognized and disclosed at fair
value in the financial statements on a recurring basis, until fiscal years beginning after November 15, 2008. The implementation of SFAS 157 for financial assets and liabilities, effective January 1, 2008, did not impact the
Companys consolidated Financial Statements. The Company does not expect the adoption of SFAS 157 for non-financial assets and liabilities to have a material effect on its Financial Statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activitiesan amendment of FASB Statement
No. 133 (SFAS 161). SFAS 161 expands quarterly disclosure requirements included in SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), about an entitys
derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The Company does not expect the adoption of SFAS 161 to have a material effect on its Financial Statements.

In June 2008, the FASB issued Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and should be included in the
computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of FSP EITF 03-6-1 to have a material effect on its
Financial Statements.

Results of Operations for the Three Years Ended December 31, 2008

Temporary and consultant staffing services revenues were $3.6 billion, $3.6 billion and $3.1 billion for the years ended December 31, 2008, 2007 and
2006, respectively, remaining flat in 2008 and increasing by 16% in 2007. Because fluctuations in foreign currency exchange rates have an impact on revenue, the Company provides selected growth results on a constant-currency basis. Constant-currency
percentages are calculated using as-reported amounts which have been retranslated using the prior years foreign currency exchange rates. On a constant-currency basis, temporary and consultant staffing services revenues decreased 1% and
increased 14% for the years ended December 31, 2008 and 2007, respectively. Permanent placement revenues were $427 million, $444 million and $336 million for the years ended December 31, 2008, 2007 and 2006, respectively,
decreasing by 4% in 2008 and increasing by 32% in 2007. On a constant-currency basis, permanent placement services revenues decreased 5% and increased 29% for the years ended December 31, 2008 and 2007, respectively. The 2008 decrease in
temporary and permanent staffing services revenues was the result of weakening general macroeconomic conditions in the United States, partially offset by higher international revenues, particularly in Continental Europe. Risk consulting and internal
audit services revenues were $547 million, $552 million and $543 million for the years ended December 31, 2008, 2007 and 2006, respectively, decreasing by 1% in 2008 and increasing by 2% in 2007. On a constant-currency basis, risk
consulting and internal audit services revenues decreased 2% and were flat for the years ended December 31, 2008 and 2007, respectively. The 2008 decrease in risk consulting and internal audit services revenues was the result of difficult
global economic conditions which weakened as the year progressed. There can be no assurances that there will be ongoing demand for risk consulting and internal audit services, or that future results can be reliably predicted by considering past
trends or extrapolating past results. We expect total Company revenues to continue to be impacted by general macroeconomic conditions in 2009.



15



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The Companys temporary and permanent staffing services business has more than 370 offices in 42
states, the District of Columbia and 20 foreign countries, while Protiviti has more than 60 offices in 23 states and 16 foreign countries. Revenues from foreign operations represented 29%, 24% and 21% of revenues for the years ended
December 31, 2008, 2007 and 2006, respectively.

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, and reimbursable expenses. Gross margin dollars from permanent placement staffing services represent
revenues less reimbursable expenses. Gross margin dollars for risk consulting and internal audit services represent revenues less direct costs of services, which consist 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 $1.3 billion, $1.4 billion and $1.2 billion for the years ended December 31, 2008, 2007 and 2006, respectively, decreasing by 2%
in 2008 and increasing by 17% in 2007. On a constant-currency basis, temporary and consultant staffing services gross margin dollars decreased 3% and increased 15% for the years ended December 31, 2008 and 2007, respectively. Gross margin
amounts equaled 37% of revenues for temporary and consultant staffing services for each of the years ended December 31, 2008, 2007 and 2006.

Gross margin dollars for the Companys permanent placement staffing division were $427 million, $444 million and $336 million for the years ended December 31, 2008, 2007 and 2006, respectively, decreasing by 4% in 2008 and
increasing by 32% in 2007. On a constant-currency basis, permanent placement staffing services gross margin dollars decreased 5% and increased 29% for the years ended December 31, 2008 and 2007, respectively.

Gross margin dollars for the Companys risk consulting and internal audit division were $155 million, $175 million and $199 million for
the years ended December 31, 2008, 2007 and 2006, respectively, decreasing by 11% and 12% in 2008 and 2007, respectively. On a constant-currency basis, risk consulting and internal audit services gross margin dollars decreased by 13% for both
the years ended December 31, 2008 and 2007. Gross margin amounts equaled 28%, 32% and 37% of revenues for risk consulting and internal audit services for the years ended December 31, 2008, 2007 and 2006, respectively. The year-over-year
margin decline is primarily due to the higher mix of non-U.S. revenues.

Selling, general and administrative expenses were $1.5 billion in
2008, compared to $1.5 billion in 2007 and $1.2 billion in 2006. Selling, general and administrative expenses as a percentage of revenues were 33%, 32% and 31% for the years ended December 31, 2008, 2007 and 2006, 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. Identifiable intangible assets are amortized over their lives, typically ranging from
two to five years. Goodwill is not amortized, but is tested at least annually for impairment. The Company completed its annual goodwill impairment analysis during each of the years ended December 31, 2008 and 2007, and determined that no
adjustment to the carrying value of goodwill was required. Net intangible assets, consisting primarily of goodwill, represented 13% of total assets and 19% of total stockholders equity at December 31, 2008.

Interest income for the years ended December 31, 2008, 2007 and 2006, was $10.5 million, $17.2 million and $19.3 million, respectively. Lower 2008
interest income was primarily due to lower interest rates. Interest expense for the years ended December 31, 2008, 2007 and 2006, was $5.3 million, $4.1 million and $2.5 million, respectively.

The provision for income taxes was 40%, 40% and 39% of income before taxes for the years ended December 31, 2008, 2007 and 2006, respectively.



16



---

Liquidity and Capital Resources

The change in the Companys liquidity during the years ended December 31, 2008, 2007 and 2006, is primarily the net effect of funds generated by
operations and the funds used for capital expenditures, repurchases of common stock, payment of dividends and principal payments on outstanding notes payable.

Cash and cash equivalents were $355 million, $310 million and $447 million at December 31, 2008, 2007 and 2006, respectively. Operating activities provided $447 million during the year ended
December 31, 2008, partially offset by $95 million and $285 million of net cash used in investing activities and financing activities, respectively. Operating activities provided $411 million during the year ended December 31, 2007,
partially offset by $116 million and $452 million of net cash used in investing activities and financing activities, respectively. Operating activities provided $376 million during the year ended December 31, 2006, partially offset by $96
million and $299 million of net cash used in investing activities and financing activities, respectively.

Operating activitiesNet
cash provided by operating activities for the year ended December 31, 2008, was composed of net income of $250 million adjusted for non-cash items of $150 million, and net cash provided by changes in working capital of $47 million. Net
cash provided by operating activities for the year ended December 31, 2007, was composed of net income of $296 million adjusted for non-cash items of $124 million, and net cash used by changes in working capital of $9 million. Net cash
provided by operating activities for the year ended December 31, 2006, was composed of net income of $283 million adjusted for non-cash items of $58 million, and net cash provided by changes in working capital of $35 million.

Investing activitiesCash used in investing activities for the year ended December 31, 2008, was $95 million. This was primarily
composed of capital expenditures of $73 million and deposits to trusts for employee benefits and retirement plans of $21 million. Cash used in investing activities for the year ended December 31, 2007, was $116 million. This was
composed of capital expenditures of $84 million, purchases of goodwill and other intangible assets of $19 million, and deposits to trusts for employee benefits and retirement plans of $13 million. Cash used in investing activities for the
year ended December 31, 2006, was $96 million. This was composed of capital expenditures of $80 million, purchases of goodwill and other intangible assets of $12 million, and deposits to trusts for employee benefits and retirement
plans of $4 million.

Financing activitiesCash used in financing activities for the year ended December 31, 2008, was
$285 million. This included repurchases of $245 million in common stock, $69 million in cash dividends to stockholders and principal payments on notes payable and other indebtedness of $2 million, offset by proceeds of $27 million from
exercises of stock options and the excess tax benefits from stock-based compensation of $4 million. Cash used in financing activities for the year ended December 31, 2007, was $452 million. This included repurchases of $453 million in
common stock and $66 million in cash dividends to stockholders, partially offset by proceeds of $52 million from exercises of stock options and the excess tax benefits from stock-based compensation of $15 million. Cash used in financing
activities for the year ended December 31, 2006, was $299 million. This included repurchases of $400 million in common stock and $54 million in cash dividends to stockholders, partially offset by proceeds of $105 million from exercises of
stock options and the excess tax benefits from stock-based compensation of $50 million.

As of December 31, 2008, the Company is
authorized to repurchase, from time to time, up to 9.8 million additional shares of the Companys common stock on the open market or in privately negotiated transactions, depending on market conditions. During the years ended
December 31, 2008, 2007 and 2006, the Company repurchased approximately 9.4 million shares, 12.2 million shares and 7.9 million shares of common stock on the open market for a total cost of $203 million, $397 million and $273
million, respectively. Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were tendered by employees for the payment of exercise price and applicable statutory withholding taxes. During the years
ended December 31, 2008, 2007 and 2006, such repurchases totaled approximately 1.6 million shares, 1.6 million shares and 3.3 million shares at a cost of $42 million, $58 million and $127 million, respectively. Repurchases of
shares have been funded with cash generated from operations.



17



---

The Companys working capital at December 31, 2008, included $355 million in cash and cash
equivalents. The Companys working capital requirements relate primarily to 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, dividends, and other obligations on both a short- and long-term basis.

On
February 12, 2009, the Company announced a quarterly dividend of $.12 per share to be paid to all shareholders of record on February 25, 2009. The dividend will be paid on March 16, 2009.

The Companys cash flows generated from operations are also the primary source for funding various contractual obligations. The table below
summarizes the Companys major commitments as of December 31, 2008 (in thousands):



|                            |  |                        |         |               |   |               |  |            |         |       |   |         |  |   |        
|--------------------------- |  | ---------------------- | ------- | ------------- | - | ------------- |  | ---------- | ------- | ----- | - | ------- |  | - | -------
|                            |  | Payments due by period
|Contractual Obligations     |  | 2009                   |         | 2010 and 2011 |   | 2012 and 2013 |  | Thereafter |         | Total
|Long-term debt obligations  |  | $                      | 278     |               | $ | 555           |  | $          | 508     |       | $ | 2,019   |  | $ | 3,360  
|Operating lease obligations |  |                        | 109,281 |               |   | 176,551       |  |            | 95,151  |       |   | 127,577 |  |   | 508,560
|Purchase obligations        |  |                        | 15,702  |               |   | 4,760         |  |            | 18      |       |   |        |  |   | 20,480 
|Other liabilities           |  |                        | 1,069   |               |   | 2,709         |  |            | 5,271   |       |   | 7,156   |  |   | 16,205 
|                            |  |                        |         |               |   |               |  |            |         |       |   |         |  |   |        
|Total                       |  | $                      | 126,330 |               | $ | 184,575       |  | $          | 100,948 |       | $ | 136,752 |  | $ | 548,605
|                            |  |                        |         |               |   |               |  |            |         |       |   |         |  |   |        

Long-term debt obligations consist of promissory notes and related interest as well as other forms
of indebtedness issued in connection with certain acquisitions and other payment obligations. Operating lease obligations consist of minimum rental commitments for 2009 and thereafter under non-cancelable leases in effect at December 31, 2008.
Purchase obligations consist of purchase commitments primarily related to telecom service agreements, software licenses and subscriptions, and computer hardware and software maintenance agreements. The above table does not reflect $20.5 million of
unrecognized tax benefits which the Company has accrued for uncertain tax positions in accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. As of December 31, 2008, the Company classified $18.4
million of its unrecognized tax benefits as a current liability, as these amounts are expected to be paid in the next twelve months. The remaining $2.1 million of unrecognized tax benefits have been classified as a non-current liability, as a
reasonably reliable estimate of the period of future payments, if any, could not be determined.

Item 7A.    Quantitative and
Qualitative Disclosures About Market Risk

The Company is exposed to the impact of foreign currency fluctuations. The Companys
exposure to foreign currency exchange rates relates primarily to the Companys foreign subsidiaries. Exchange rates impact the U.S. dollar value of the Companys reported earnings, investments in its foreign subsidiaries, and the
intercompany transactions with its foreign subsidiaries.

For the year ended December 31, 2008, approximately 29% of the
Companys revenues were generated outside of the United States. These operations transact business in their functional currency. As a result, fluctuations in the value of foreign currencies against the U.S. dollar have an impact on the
Companys reported results. Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the monthly average exchange rates prevailing during the period. Consequently, as the value of the U.S. dollar changes
relative to the currencies of the Companys non-U.S. markets, the Companys reported results vary.

Fluctuations in currency
exchange rates impact the U.S. dollar amount of the Companys stockholders equity. The assets and liabilities of the Companys non-U.S. subsidiaries are translated into U.S. dollars at the exchange rates in effect at period end. The
resulting translation adjustments are recorded in stockholders equity as a component of accumulated other comprehensive income.



18



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Item 8.    Financial Statements and Supplementary Data

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands, except share amounts)



|                                                                                                                       |  |              |           |  |      |   |           | 
|---------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- |  | ---- | - | --------- | 
|                                                                                                                       |  | December 31, |          
|                                                                                                                       |  | 2008         |           |  | 2007 |  
|ASSETS                                                                                                                 |  |              |           |  |      |   |           | 
|Cash and cash equivalents                                                                                              |  | $            | 354,756   |  |      | $ | 310,000   | 
|Accounts receivable, less allowances of $34,217 and $28,464                                                            |  |              | 484,808   |  |      |   | 593,169   | 
|Deferred income taxes and other current assets                                                                         |  |              | 193,335   |  |      |   | 156,469   | 
|                                                                                                                       |  |              |           |  |      |   |           | 
|Total current assets                                                                                                   |  |              | 1,032,899 |  |      |   | 1,059,638 | 
|Goodwill and other intangible assets, net                                                                              |  |              | 189,382   |  |      |   | 195,143   | 
|Property and equipment, net                                                                                            |  |              | 145,699   |  |      |   | 152,311   | 
|Deferred income taxes                                                                                                  |  |              | 43,870    |  |      |   | 43,206    | 
|                                                                                                                       |  |              |           |  |      |   |           | 
|Total assets                                                                                                           |  | $            | 1,411,850 |  |      | $ | 1,450,298 | 
|                                                                                                                       |  |              |           |  |      |   |           | 
|                                                                                                                       |  |             
|LIABILITIES                                                                                                            |  |              |           |  |      |   |           | 
|Accounts payable and accrued expenses                                                                                  |  | $            | 111,645   |  |      | $ | 108,070   | 
|Accrued payroll costs and retirement obligations                                                                       |  |              | 301,102   |  |      |   | 323,264   | 
|Income taxes payable                                                                                                   |  |              |          |  |      |   | 16,248    | 
|Current portion of notes payable and other indebtedness                                                                |  |              | 105       |  |      |   | 370       | 
|                                                                                                                       |  |              |           |  |      |   |           | 
|Total current liabilities                                                                                              |  |              | 412,852   |  |      |   | 447,952   | 
|Notes payable and other indebtedness, less current portion                                                             |  |              | 1,892     |  |      |   | 3,753     | 
|Other liabilities                                                                                                      |  |              | 13,218    |  |      |   | 14,544    | 
|                                                                                                                       |  |              |           |  |      |   |           | 
|Total liabilities                                                                                                      |  |              | 427,962   |  |      |   | 466,249   | 
|                                                                                                                       |  |              |           |  |      |   |           | 
|Commitments and Contingencies (Note I)                                                                                 |  |              |           |  |      |   |           | 
|                                                                                                                       |  |             
|STOCKHOLDERS EQUITY                                                                                                   |  |              |           |  |      |   |           | 
|Preferred stock, $.001 par value authorized 5,000,000 shares; issued and outstanding zero shares                       |  |              |          |  |      |   |          | 
|Common stock, $.001 par value authorized 260,000,000 shares; issued and outstanding 150,943,324 and 158,057,575 shares |  |              | 151       |  |      |   | 158       | 
|Capital surplus                                                                                                        |  |              | 949,474   |  |      |   | 915,038   | 
|Accumulated other comprehensive income                                                                                 |  |              | 34,263    |  |      |   | 68,853    | 
|Retained earnings                                                                                                      |  |              |          |  |      |   |          | 
|                                                                                                                       |  |              |           |  |      |   |           | 
|Total stockholders equity                                                                                             |  |              | 983,888   |  |      |   | 984,049   | 
|                                                                                                                       |  |              |           |  |      |   |           | 
|Total liabilities and stockholders equity                                                                             |  | $            | 1,411,850 |  |      | $ | 1,450,298 | 
|                                                                                                                       |  |              |           |  |      |   |           | 

The accompanying Notes to Consolidated Financial Statements

are an integral part of these financial statements.



19



---

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



|                                                                                                          |  |                          |           |   |      |   |           |      |  |   |           |  
|--------------------------------------------------------------------------------------------------------- |  | ------------------------ | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                                                                          |  | Years Ended December 31, |          
|                                                                                                          |  | 2008                     |           |   | 2007 |   |           | 2006 | 
|Net service revenues                                                                                      |  | $                        | 4,600,554 |   |      | $ | 4,645,666 |      |  | $ | 4,013,546 |  
|Direct costs of services, consisting of payroll, payroll taxes, insurance costs and reimbursable expenses |  |                          | 2,686,983 |   |      |   | 2,667,838 |      |  |   | 2,319,293 |  
|                                                                                                          |  |                          |           |   |      |   |           |      |  |   |           |  
|Gross margin                                                                                              |  |                          | 1,913,571 |   |      |   | 1,977,828 |      |  |   | 1,694,253 |  
|Selling, general and administrative expenses                                                              |  |                          | 1,496,839 |   |      |   | 1,497,957 |      |  |   | 1,243,952 |  
|Amortization of intangible assets                                                                         |  |                          | 2,617     |   |      |   | 2,594     |      |  |   | 851       |  
|Interest income, net                                                                                      |  |                          | (5,161    | ) |      |   | (13,127   | )    |  |   | (16,752   | )
|                                                                                                          |  |                          |           |   |      |   |           |      |  |   |           |  
|Income before income taxes                                                                                |  |                          | 419,276   |   |      |   | 490,404   |      |  |   | 466,202   |  
|Provision for income taxes                                                                                |  |                          | 169,095   |   |      |   | 194,192   |      |  |   | 183,024   |  
|                                                                                                          |  |                          |           |   |      |   |           |      |  |   |           |  
|Net income                                                                                                |  | $                        | 250,181   |   |      | $ | 296,212   |      |  | $ | 283,178   |  
|                                                                                                          |  |                          |           |   |      |   |           |      |  |   |           |  
|                                                                                                          |  |                          |          
|Basic net income per share                                                                                |  | $                        | 1.65      |   |      | $ | 1.85      |      |  | $ | 1.71      |  
|Diluted net income per share                                                                              |  | $                        | 1.63      |   |      | $ | 1.81      |      |  | $ | 1.65      |  
|                                                                                                          |  |                          |          
|Shares:                                                                                                   |  |                          |           |   |      |   |           |      |  |   |           |  
|Basic                                                                                                     |  |                          | 151,607   |   |      |   | 159,767   |      |  |   | 166,003   |  
|Diluted                                                                                                   |  |                          | 153,289   |   |      |   | 163,479   |      |  |   | 171,712   |  
|                                                                                                          |  |                          |          
|Cash dividends declared per share                                                                         |  | $                        | .44       |   |      | $ | .40       |      |  | $ | .32       |  

The accompanying Notes to Consolidated Financial Statements

are an integral part of these financial statements.



20



---

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands, except per share amounts)



|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|------------------------------------------------------------------ |  | ------------------------ | -------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                                   |  | Years Ended December 31, |         
|                                                                   |  | 2008                     |          |   | 2007 |   |           | 2006 | 
|COMMON STOCKSHARES:                                               |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at beginning of period                                     |  |                          | 158,058  |   |      |   | 167,848   |      |  |   | 170,682   |  
|Net issuances of restricted stock                                  |  |                          | 2,240    |   |      |   | 1,297     |      |  |   | 1,702     |  
|Repurchases of common stock                                        |  |                          | (11,000  | ) |      |   | (13,835   | )    |  |   | (11,242   | )
|Exercises of stock options                                         |  |                          | 1,645    |   |      |   | 2,748     |      |  |   | 6,706     |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at end of period                                           |  |                          | 150,943  |   |      |   | 158,058   |      |  |   | 167,848   |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|COMMON STOCKPAR VALUE:                                            |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at beginning of period                                     |  | $                        | 158      |   |      | $ | 168       |      |  | $ | 171       |  
|Net issuances of restricted stock                                  |  |                          | 2        |   |      |   | 1         |      |  |   | 2         |  
|Repurchases of common stock                                        |  |                          | (11      | ) |      |   | (14       | )    |  |   | (12       | )
|Exercises of stock options                                         |  |                          | 2        |   |      |   | 3         |      |  |   | 7         |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at end of period                                           |  | $                        | 151      |   |      | $ | 158       |      |  | $ | 168       |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|CAPITAL SURPLUS:                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at beginning of period                                     |  | $                        | 915,038  |   |      | $ | 1,003,926 |      |  | $ | 875,843   |  
|Net issuances of restricted stock at par value                     |  |                          | (2       | ) |      |   | (1        | )    |  |   | (2        | )
|Repurchases of common stockexcess over par value                  |  |                          | (63,913  | ) |      |   | (225,641  | )    |  |   | (14,980   | )
|Exercises of stock optionsexcess over par value                   |  |                          | 27,478   |   |      |   | 52,383    |      |  |   | 105,366   |  
|Stock-based compensation expenserestricted stock and stock units  |  |                          | 63,571   |   |      |   | 53,830    |      |  |   | 40,835    |  
|Stock-based compensation expensestock options                     |  |                          | 5,109    |   |      |   | 9,229     |      |  |   | 17,628    |  
|Tax impact of equity incentive plans                               |  |                          | 2,193    |   |      |   | 21,312    |      |  |   | 65,414    |  
|Reclassification of deferred compensation                          |  |                          |         |   |      |   |          |      |  |   | (86,178   | )
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at end of period                                           |  | $                        | 949,474  |   |      | $ | 915,038   |      |  | $ | 1,003,926 |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|DEFERRED COMPENSATION:                                             |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at beginning of period                                     |  | $                        |         |   |      | $ |          |      |  | $ | (86,178   | )
|Reclassification of deferred compensation                          |  |                          |         |   |      |   |          |      |  |   | 86,178    |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at end of period                                           |  | $                        |         |   |      | $ |          |      |  | $ |          |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|ACCUMULATED OTHER COMPREHENSIVE INCOME:                            |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at beginning of period                                     |  | $                        | 68,853   |   |      | $ | 38,577    |      |  | $ | 24,987    |  
|Translation adjustments, net of tax                                |  |                          | (34,590  | ) |      |   | 30,276    |      |  |   | 13,590    |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at end of period                                           |  | $                        | 34,263   |   |      | $ | 68,853    |      |  | $ | 38,577    |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|RETAINED EARNINGS:                                                 |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at beginning of period                                     |  | $                        |         |   |      | $ |          |      |  | $ | 156,050   |  
|Cumulative impact from adoption of FASB Interpretation No. 48      |  |                          |         |   |      |   | (1,709    | )    |  |   |          |  
|Repurchases of common stockexcess over par value                  |  |                          | (181,573 | ) |      |   | (228,983  | )    |  |   | (384,825  | )
|Cash dividends ($.44 per share, $.40 per share and $.32 per share) |  |                          | (68,608  | ) |      |   | (65,520   | )    |  |   | (54,403   | )
|Net income                                                         |  |                          | 250,181  |   |      |   | 296,212   |      |  |   | 283,178   |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|Balance at end of period                                           |  | $                        |         |   |      | $ |          |      |  | $ |          |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|COMPREHENSIVE INCOME:                                              |  |                          |          |   |      |   |           |      |  |   |           |  
|Net income                                                         |  | $                        | 250,181  |   |      | $ | 296,212   |      |  | $ | 283,178   |  
|Translation adjustments, net of tax                                |  |                          | (34,590  | ) |      |   | 30,276    |      |  |   | 13,590    |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  
|Total comprehensive income                                         |  | $                        | 215,591  |   |      | $ | 326,488   |      |  | $ | 296,768   |  
|                                                                   |  |                          |          |   |      |   |           |      |  |   |           |  

The accompanying Notes to Consolidated Financial Statements

are an integral part of these financial statements.



21



---

ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                                            |  | Years Ended December 31, |         
|                                                                                                            |  | 2008                     |          |   | 2007 |   |          | 2006 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                       |  |                          |          |   |      |   |          |      |  |   |          |  
|Net income                                                                                                  |  | $                        | 250,181  |   |      | $ | 296,212  |      |  | $ | 283,178  |  
|Adjustments to reconcile net income to net cash provided by operating activities:                           |  |                          |          |   |      |   |          |      |  |   |          |  
|Amortization of intangible assets                                                                           |  |                          | 2,617    |   |      |   | 2,594    |      |  |   | 851      |  
|Depreciation expense                                                                                        |  |                          | 70,593   |   |      |   | 68,847   |      |  |   | 60,234   |  
|Stock-based compensation expenserestricted stock and stock units                                           |  |                          | 63,571   |   |      |   | 53,830   |      |  |   | 40,835   |  
|Stock-based compensation expensestock options                                                              |  |                          | 5,109    |   |      |   | 9,229    |      |  |   | 17,628   |  
|Excess tax benefits from stock-based compensation                                                           |  |                          | (3,688   | ) |      |   | (14,690  | )    |  |   | (49,929  | )
|Provision for deferred income taxes                                                                         |  |                          | (6,043   | ) |      |   | (7,242   | )    |  |   | (19,318  | )
|Provision for doubtful accounts                                                                             |  |                          | 18,137   |   |      |   | 11,359   |      |  |   | 7,585    |  
|Changes in assets and liabilities, net of effects of acquisitions:                                          |  |                          |          |   |      |   |          |      |  |   |          |  
|Decrease (increase) in accounts receivable                                                                  |  |                          | 67,283   |   |      |   | (54,723  | )    |  |   | (75,442  | )
|(Decrease) increase in accounts payable, accrued expenses, accrued payroll costs and retirement obligations |  |                          | (5,238   | ) |      |   | 26,944   |      |  |   | 49,542   |  
|(Decrease) increase in income taxes payable                                                                 |  |                          | (12,941  | ) |      |   | 28,839   |      |  |   | 66,166   |  
|Change in other assets, net of change in other liabilities                                                  |  |                          | (2,456   | ) |      |   | (9,975   | )    |  |   | (5,112   | )
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Net cash flows provided by operating activities                                                             |  |                          | 447,125  |   |      |   | 411,224  |      |  |   | 376,218  |  
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                       |  |                          |          |   |      |   |          |      |  |   |          |  
|Purchase of goodwill and other intangible assets and other assets                                           |  |                          | (272     | ) |      |   | (19,524  | )    |  |   | (11,958  | )
|Capital expenditures                                                                                        |  |                          | (73,413  | ) |      |   | (83,777  | )    |  |   | (80,446  | )
|Increase in trusts for employee benefits and retirement plans                                               |  |                          | (21,116  | ) |      |   | (12,949  | )    |  |   | (3,618   | )
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Net cash flows used in investing activities                                                                 |  |                          | (94,801  | ) |      |   | (116,250 | )    |  |   | (96,022  | )
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                       |  |                          |          |   |      |   |          |      |  |   |          |  
|Repurchases of common stock                                                                                 |  |                          | (245,497 | ) |      |   | (452,944 | )    |  |   | (399,817 | )
|Cash dividends paid                                                                                         |  |                          | (68,608  | ) |      |   | (65,520  | )    |  |   | (54,403  | )
|Decrease in notes payable and other indebtedness                                                            |  |                          | (1,980   | ) |      |   | (352     | )    |  |   | (348     | )
|Excess tax benefits from stock-based compensation                                                           |  |                          | 3,688    |   |      |   | 14,690   |      |  |   | 49,929   |  
|Proceeds from exercises of stock options                                                                    |  |                          | 27,480   |   |      |   | 52,386   |      |  |   | 105,373  |  
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Net cash flows used in financing activities                                                                 |  |                          | (284,917 | ) |      |   | (451,740 | )    |  |   | (299,266 | )
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                                                |  |                          | (22,651  | ) |      |   | 19,287   |      |  |   | 8,191    |  
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                                                        |  |                          | 44,756   |   |      |   | (137,479 | )    |  |   | (10,879  | )
|Cash and cash equivalents at beginning of period                                                            |  |                          | 310,000  |   |      |   | 447,479  |      |  |   | 458,358  |  
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents at end of period                                                                  |  | $                        | 354,756  |   |      | $ | 310,000  |      |  | $ | 447,479  |  
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                          |  |                          |          |   |      |   |          |      |  |   |          |  
|Cash paid during the year for:                                                                              |  |                          |          |   |      |   |          |      |  |   |          |  
|Interest                                                                                                    |  | $                        | 485      |   |      | $ | 505      |      |  | $ | 537      |  
|Income taxes, net of refunds                                                                                |  | $                        | 192,205  |   |      | $ | 165,866  |      |  | $ | 131,769  |  
|Purchase of goodwill and other intangible assets and other assets:                                          |  |                          |          |   |      |   |          |      |  |   |          |  
|Assets acquired                                                                                             |  |                          |          |   |      |   |          |      |  |   |          |  
|Goodwill and other intangible assets                                                                        |  | $                        | 272      |   |      | $ | 16,917   |      |  | $ | 13,970   |  
|Other assets                                                                                                |  |                          |         |   |      |   | 3,002    |      |  |   | 4,051    |  
|Liabilities incurred                                                                                        |  |                          |          |   |      |   |          |      |  |   |          |  
|Notes payable and other contracts                                                                           |  |                          |         |   |      |   |         |      |  |   | (1,524   | )
|Other liabilities                                                                                           |  |                          |         |   |      |   | (395     | )    |  |   | (4,539   | )
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Cash paid, net of cash acquired                                                                             |  | $                        | 272      |   |      | $ | 19,524   |      |  | $ | 11,958   |  
|                                                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Non-cash items:                                                                                             |  |                          |          |   |      |   |          |      |  |   |          |  
|Stock repurchases awaiting settlement                                                                       |  | $                        |         |   |      | $ | 1,694    |      |  | $ |         |  

The accompanying Notes to Consolidated Financial Statements

are an integral part of these financial statements.



22



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, Robert Half® Legal, The Creative Group®, and Protiviti®. The Company, through its Accountemps, Robert Half Finance & Accounting, and Robert Half Management
Resources divisions, is a 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. Robert Half Legal 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 provides business consulting and internal audit services, and is a wholly-owned subsidiary of the Company. Revenues are predominantly
derived from specialized staffing services. The Company operates in North America, South America, Europe, Asia and Australia. The Company is a Delaware corporation.

Basis of Presentation.    The Consolidated Financial Statements (Financial Statements) of the Company are prepared in conformity with accounting principles generally accepted in
the United States of America (GAAP) and the rules of the Securities and Exchange Commission (SEC).

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

Use of Estimates.    The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. As of
December 31, 2008, such estimates included allowances for uncollectible accounts receivable, workers compensation losses and income and other taxes.

Revenue Recognition.    The Company derives its revenues from three segments: temporary and consultant staffing, permanent placement staffing, and risk consulting and internal audit
services. Net service revenues as presented on the Consolidated Statements of Operations represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses,
are also included in net service revenues, and equivalent amounts of reimbursable expenses are included in direct costs of services. The Company records revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of
revenues and expenses. The Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified employees, (ii) has the discretion to select the employees and establish their
price and duties and (iii) bears the risk for services that are not fully paid for by customers.

Temporary and consultant staffing
revenuesTemporary and consultant staffing revenues are recognized when the services are rendered by the Companys temporary employees. Employees placed on temporary assignment by the Company are the Companys legal employees while
they are working on assignments. The Company pays all related costs of employment, including workers compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits. The Company assumes the risk of
acceptability of its employees to its customers.

Permanent placement staffing revenuesPermanent placement staffing revenues are
recognized when employment candidates accept offers of permanent employment. The Company has a substantial history of estimating the effect of permanent placement candidates who do not remain with its clients through the 90-day guarantee period.
Allowances are established to estimate these losses. Fees to clients are generally calculated as a



23



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note ASummary of Significant Accounting Policies (Continued)



percentage of the new employees annual compensation. No fees for permanent placement services are charged to employment candidates.

Risk consulting and internal audit revenuesRisk consulting and internal audit services are generally provided on a time-and-material basis or
fixed-fee basis. Revenues earned under time-and-material arrangements are recognized as services are provided. Revenues on fixed-fee arrangements are recognized using a proportional performance method as hours are incurred relative to total
estimated hours for the engagement. The Company periodically evaluates the need to provide for any losses on these projects, and losses are recognized when it is probable that a loss will be incurred.

Costs of Services.    Direct costs of temporary and consultant staffing services consist of payroll, payroll taxes and
insurance costs for the Companys temporary employees, as well as reimbursable expenses. Direct costs of permanent placement staffing services consist of reimbursable expenses. 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. Advertising expense totaled $50.2 million, $59.2 million and $52.3 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Comprehensive Income.Comprehensive income includes net income and certain other items that are recorded directly to
Stockholders Equity. The Companys only source of other comprehensive income is foreign currency translation adjustments.

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.

Goodwill and 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. Identifiable intangible assets are amortized over their lives, typically ranging from two to five years. Goodwill is not amortized, but is tested at least annually for impairment. The Company
completed its annual goodwill impairment analysis during each of the three years ended December 31, 2008, and determined that no adjustment to the carrying value of goodwill was required.

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. Deferred tax assets and liabilities are measured and recorded using current enacted tax rates, which the Company expects
will apply to taxable income in the years in which those temporary differences are recovered or settled. 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.

Workers Compensation.    Except for states which require participation in state-operated insurance funds, the Company
retains the economic burden for the first $0.5 million per occurrence in workers compensation claims. Workers compensation includes ongoing healthcare and indemnity coverage for claims and may be paid over numerous years following the
date of injury. Claims in excess of $0.5 million are insured. Workers compensation expense includes the insurance premiums for claims in excess of $0.5 million, claims administration fees charged by the Companys workers
compensation administrator, premiums paid to state-



24



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note ASummary of Significant Accounting Policies (Continued)



operated insurance funds, and an estimate for the Companys liability for Incurred But Not Reported (IBNR) claims and for the ongoing
development of existing claims.

The accrual for IBNR claims and for the ongoing development of existing claims in each reporting period
includes estimates. The Company has established reserves for workers compensation claims using loss development rates which are estimated using periodic third party actuarial valuations based upon historical loss statistics which include the
Companys historical frequency and severity of workers compensation claims, and an estimate of future cost trends. 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 results.

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 accumulated other comprehensive income within Stockholders Equity. Gains and losses
resulting from foreign currency transactions are included as a component of selling, general and administrative expenses in the Consolidated Statements of Operations, and have not been material for all periods presented.

Stock-based Compensation.    Under various stock plans, officers, employees and outside directors have received or may receive
grants of restricted stock, stock units, stock appreciation rights or options to purchase common stock.

Compensation expense for
restricted stock and stock units is generally recognized on a straight-line basis over the vesting period, based on the stocks fair market value on the grant date. For restricted stock grants issued with performance conditions, compensation
expense is recognized over each vesting tranche. The Company recognizes compensation expense for only the portion of restricted stock and stock units that is expected to vest, rather than record forfeitures when they occur. If the actual number of
forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. For purposes of calculating stock-based compensation expense for retirement-eligible employees, the service
period is assumed to be met on the grant date or retirement-eligible date, whichever is later.

No stock appreciation rights have been
granted under the Companys existing stock plans.

The Company determines the fair value of options to purchase common stock using the
Black-Scholes valuation model. The Company recognizes expense over the service period for options that are expected to vest and records adjustments to compensation expense at the end of the service period if actual forfeitures differ from original
estimates. The Company has not granted any options to purchase common stock since 2006.

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       |  | 2 to 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 incurred
in the development of internal-use software. Amounts capitalized are reported as a component of computer software within property and equipment. The Company capitalized approximately $16.2 million, $13.3 million and $8.3 million of internal-use
software development costs for the years ended December 31, 2008, 2007 and 2006, respectively.



25



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)





Note BNew Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141(R), Business Combinations(SFAS 141(R)). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in
the acquiree, and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning
after December 15, 2008. The Company does not expect the adoption of SFAS 141(R) to have a material effect on its Financial Statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of Accounting Research Bulletin No. 51(SFAS 160). SFAS 160 establishes
accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parents
ownership interest, and the valuation of retained, noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS 160 to have a material effect on its Financial
Statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which
defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. Subsequently in February 2008, the FASB issued FASB Staff Position 157-2, Effective Date of FASB Statement
No. 157, which delays the effective date of SFAS 157 for non-financial assets and liabilities, except for items that are recognized and disclosed at fair value in the financial statements on a recurring basis, until fiscal years
beginning after November 15, 2008. The implementation of SFAS 157 for financial assets and liabilities, effective January 1, 2008, did not impact the Companys consolidated Financial Statements. The Company does not expect the
adoption of SFAS 157 for non-financial assets and liabilities to have a material effect on its Financial Statements.

In March 2008,
the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 expands quarterly disclosure requirements included in SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), about an entitys derivative instruments and hedging activities. SFAS No. 161 is effective for fiscal years beginning after
November 15, 2008. The Company does not expect the adoption of SFAS 161 to have a material effect on its Financial Statements.

In June 2008, the FASB issued Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 provides that
unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and should be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for
fiscal years beginning after December 15, 2008. The Company does not expect the adoption of FSP EITF 03-6-1 to have a material effect on its Financial Statements.



26



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)





Note CDeferred Income Taxes and Other Current Assets

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



|                                                              |  |              |         |      |   |        
|------------------------------------------------------------- |  | ------------ | ------- | ---- | - | -------
|                                                              |  | December 31,
|                                                              |  | 2008         |         | 2007
|Deferred income taxes                                         |  | $            | 61,955  |      | $ | 55,522 
|Deposits in trusts for employee benefits and retirement plans |  |              | 72,295  |      |   | 51,179 
|Other                                                         |  |              | 59,085  |      |   | 49,768 
|                                                              |  |              |         |      |   |        
|                                                              |  | $            | 193,335 |      | $ | 156,469
|                                                              |  |              |         |      |   |        

Note DGoodwill and Other Intangible Assets, Net

The following table sets forth the activity in goodwill and other intangible assets from December 31, 2006 through December 31, 2008 (in
thousands):



|                                  |  |          |         |   |                       |   |        |       |  |   |         |  
|--------------------------------- |  | -------- | ------- | - | --------------------- | - | ------ | ----- |  | - | ------- | -
|                                  |  | Goodwill |         |   | OtherIntangibleAssets |   |        | Total | 
|Balance as of December 31, 2006   |  | $        | 177,125 |   |                       | $ | 1,540  |       |  | $ | 178,665 |  
|Purchase of intangible assets     |  |          | 11,817  |   |                       |   | 5,100  |       |  |   | 16,917  |  
|Translation adjustments           |  |          | 2,126   |   |                       |   | 29     |       |  |   | 2,155   |  
|Amortization of intangible assets |  |          |        |   |                       |   | (2,594 | )     |  |   | (2,594  | )
|                                  |  |          |         |   |                       |   |        |       |  |   |         |  
|Balance as of December 31, 2007   |  |          | 191,068 |   |                       |   | 4,075  |       |  |   | 195,143 |  
|Purchase of intangible assets     |  |          |        |   |                       |   | 272    |       |  |   | 272     |  
|Translation adjustments           |  |          | (3,538  | ) |                       |   | 122    |       |  |   | (3,416  | )
|Amortization of intangible assets |  |          |        |   |                       |   | (2,617 | )     |  |   | (2,617  | )
|                                  |  |          |         |   |                       |   |        |       |  |   |         |  
|Balance as of December 31, 2008   |  | $        | 187,530 |   |                       | $ | 1,852  |       |  | $ | 189,382 |  
|                                  |  |          |         |   |                       |   |        |       |  |   |         |  

The estimated remaining amortization expense is $1.5 million for 2009 and $0.4 million for 2010.

Note EProperty and Equipment, Net

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



|                             |  |              |          |   |      |   |          |  
|---------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                             |  | December 31, |         
|                             |  | 2008         |          |   | 2007 |  
|Computer hardware            |  | $            | 161,696  |   |      | $ | 151,924  |  
|Computer software            |  |              | 259,790  |   |      |   | 243,216  |  
|Furniture and equipment      |  |              | 129,628  |   |      |   | 129,103  |  
|Leasehold improvements       |  |              | 121,861  |   |      |   | 113,654  |  
|Other                        |  |              | 16,112   |   |      |   | 16,089   |  
|                             |  |              |          |   |      |   |          |  
|Property and equipment, cost |  |              | 689,087  |   |      |   | 653,986  |  
|Accumulated depreciation     |  |              | (543,388 | ) |      |   | (501,675 | )
|                             |  |              |          |   |      |   |          |  
|Property and equipment, net  |  | $            | 145,699  |   |      | $ | 152,311  |  
|                             |  |              |          |   |      |   |          |  



27



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)





Note FAccrued Payroll Costs and Retirement Obligations

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



|                                |  |              |         |      |   |        
|------------------------------- |  | ------------ | ------- | ---- | - | -------
|                                |  | December 31,
|                                |  | 2008         |         | 2007
|Payroll and benefits            |  | $            | 170,123 |      | $ | 195,383
|Employee retirement obligations |  |              | 69,868  |      |   | 64,049 
|Workers compensation           |  |              | 29,630  |      |   | 28,996 
|Payroll taxes                   |  |              | 31,481  |      |   | 34,836 
|                                |  |              |         |      |   |        
|                                |  | $            | 301,102 |      | $ | 323,264
|                                |  |              |         |      |   |        

Included in employee retirement obligations is $61 million at December 31, 2008, and $57
million at December 31, 2007, related to the Companys Chief Executive Officer for a deferred compensation plan and other benefits.

Note
GNotes Payable and Other Indebtedness

The Company issued promissory notes as well as other forms of indebtedness in connection
with certain acquisitions and other payment obligations. These are due in varying installments, carry varying interest rates and, in aggregate, amounted to $2.0 million at December 31, 2008 and $4.1 million at December 31, 2007. At
December 31, 2008, $2.0 million of the notes were collateralized by a standby letter of credit. The following table shows the schedule of maturities for notes payable and other indebtedness at December 31, 2008 (in thousands):



|           |  |   |      
|---------- |  | - | -----
|2009       |  | $ | 105  
|2010       |  |   | 113  
|2011       |  |   | 123  
|2012       |  |   | 111  
|2013       |  |   | 117  
|Thereafter |  |   | 1,428
|           |  |   |      
|           |  | $ | 1,997
|           |  |   |      

At December 31, 2008, the notes carried fixed rates and the weighted average interest rate
for the above was approximately 9.0%, 6.5% and 6.9% for the years ended December 31, 2008, 2007 and 2006, respectively.

The Company
has an uncommitted letter of credit facility (the facility) of up to $35.0 million, which is available to cover the issuance of debt support standby letters of credit. The Company had used $24.7 million in debt support standby letters of
credit as of December 31, 2008, and $23.1 million as of December 31, 2007. Of the debt support standby letters of credit outstanding, $22.7 million as of December 31, 2008, and $21.0 million as of December 31, 2007, satisfies
workers compensation insurers collateral requirements. There is a service fee of 1.0% on the used portion of the facility. The facility is subject to certain financial covenants and expires on August 31, 2009.



28



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)





Note HIncome Taxes

The provision (benefit) for income taxes for the years ended December 31, 2008, 2007 and 2006, consisted of the following (in thousands):



|                  |  |                          |         |   |      |   |         |      |  |   |         |  
|----------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                  |  | Years Ended December 31, |        
|                  |  | 2008                     |         |   | 2007 |   |         | 2006 | 
|Current:          |  |                          |         |   |      |   |         |      |  |   |         |  
|Federal           |  | $                        | 97,262  |   |      | $ | 144,520 |      |  | $ | 148,926 |  
|State             |  |                          | 28,046  |   |      |   | 31,448  |      |  |   | 32,329  |  
|Foreign           |  |                          | 49,830  |   |      |   | 25,466  |      |  |   | 21,087  |  
|Deferred:         |  |                          |         |   |      |   |         |      |  |   |         |  
|Federal and state |  |                          | (6,569  | ) |      |   | (6,599  | )    |  |   | (19,096 | )
|Foreign           |  |                          | 526     |   |      |   | (643    | )    |  |   | (222    | )
|                  |  |                          |         |   |      |   |         |      |  |   |         |  
|                  |  | $                        | 169,095 |   |      | $ | 194,192 |      |  | $ | 183,024 |  
|                  |  |                          |         |   |      |   |         |      |  |   |         |  

Income before the provision for income taxes for the years ended December 31, 2008, 2007 and
2006, consisted of the following (in thousands):



|         |  |                          |         |      |   |         |  |   |        
|-------- |  | ------------------------ | ------- | ---- | - | ------- |  | - | -------
|         |  | Years Ended December 31,
|         |  | 2008                     |         | 2007 |   | 2006   
|Domestic |  | $                        | 337,402 |      | $ | 439,015 |  | $ | 423,312
|Foreign  |  |                          | 81,874  |      |   | 51,389  |  |   | 42,890 
|         |  |                          |         |      |   |         |  |   |        
|         |  | $                        | 419,276 |      | $ | 490,404 |  | $ | 466,202
|         |  |                          |         |      |   |         |  |   |        

The income taxes shown above varied from the statutory federal income tax rates for these periods
as follows:



|                                                                     |  |                          |   |  |      |   |  |      |  
|-------------------------------------------------------------------- |  | ------------------------ | - |  | ---- | - |  | ---- | -
|                                                                     |  | Years Ended December 31, |  
|                                                                     |  | 2008                     |   |  | 2007 |   |  | 2006 |  
|Federal U.S. income tax rate                                         |  | 35.0                     | % |  | 35.0 | % |  | 35.0 | %
|State income taxes, net of federal tax benefit                       |  | 4.4                      |   |  | 4.3  |   |  | 4.2  |  
|Tax-free interest income                                             |  | (0.2                     | ) |  | (0.3 | ) |  | (0.5 | )
|Non-deductible expenses                                              |  | 0.9                      |   |  | 0.5  |   |  | 0.4  |  
|Non-U.S. income taxed at different rates, net of foreign tax credits |  | (0.1                     | ) |  | 0.5  |   |  | 0.1  |  
|Federal tax credits                                                  |  | (0.4                     | ) |  | (0.3 | ) |  |     |  
|Other, net                                                           |  | 0.7                      |   |  | (0.1 | ) |  | 0.1  |  
|                                                                     |  |                          |   |  |      |   |  |      |  
|Effective tax rate                                                   |  | 40.3                     | % |  | 39.6 | % |  | 39.3 | %
|                                                                     |  |                          |   |  |      |   |  |      |  



29



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note HIncome Taxes (Continued)



The deferred portion of the tax provision consisted of the following (in thousands):



|                                              |  |                          |        |   |      |   |        |      |  |   |         |  
|--------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------ | ---- |  | - | ------- | -
|                                              |  | Years Ended December 31, |       
|                                              |  | 2008                     |        |   | 2007 |   |        | 2006 | 
|Amortization of franchise rights              |  | $                        | 824    |   |      | $ | 994    |      |  | $ | 972     |  
|Amortization of other intangibles             |  |                          | 366    |   |      |   | (214   | )    |  |   | 339     |  
|Accrued expenses, deducted for tax when paid  |  |                          | (6,398 | ) |      |   | (8,544 | )    |  |   | (22,154 | )
|Capitalized costs for books, deducted for tax |  |                          | 7,577  |   |      |   | 6,701  |      |  |   | 3,673   |  
|Depreciation                                  |  |                          | (2,113 | ) |      |   | (3,146 | )    |  |   | (4,980  | )
|Federal benefit of FIN 48 liability           |  |                          | 831    |   |      |   | (3,242 | )    |  |   |        |  
|Foreign tax credit carryforwards              |  |                          | (5,434 | ) |      |   |       |      |  |   |        |  
|Other, net                                    |  |                          | (1,696 | ) |      |   | 209    |      |  |   | 2,832   |  
|                                              |  |                          |        |   |      |   |        |      |  |   |         |  
|                                              |  | $                        | (6,043 | ) |      | $ | (7,242 | )    |  | $ | (19,318 | )
|                                              |  |                          |        |   |      |   |        |      |  |   |         |  

The deferred income tax amounts included on the Consolidated Statements of Financial Position are
comprised of the following (in thousands):



|                                          |  |              |         |      |   |       
|----------------------------------------- |  | ------------ | ------- | ---- | - | ------
|                                          |  | December 31,
|                                          |  | 2008         |         | 2007
|Current deferred income tax assets, net   |  | $            | 61,955  |      | $ | 55,522
|Long-term deferred income tax assets, net |  |              | 43,870  |      |   | 43,206
|                                          |  |              |         |      |   |       
|                                          |  | $            | 105,825 |      | $ | 98,728
|                                          |  |              |         |      |   |       

The components of the deferred income tax amounts at December 31, 2008 and 2007, were as
follows (in thousands):



|                                                  |  |              |         |   |      |   |         |  
|------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                  |  | December 31, |        
|                                                  |  | 2008         |         |   | 2007 |  
|Deferred Income Tax Assets                        |  |              |         |   |      |   |         |  
|Provision for bad debts                           |  | $            | 11,521  |   |      | $ | 7,191   |  
|Employee retirement and other benefit obligations |  |              | 44,733  |   |      |   | 48,219  |  
|Workers compensation                             |  |              | 10,404  |   |      |   | 9,245   |  
|Deferred compensation                             |  |              | 28,567  |   |      |   | 23,979  |  
|Credits and net operating loss carryforwards      |  |              | 33,330  |   |      |   | 23,892  |  
|Property and equipment basis differences          |  |              |        |   |      |   | 2,497   |  
|Other                                             |  |              | 15,491  |   |      |   | 15,773  |  
|                                                  |  |              |         |   |      |   |         |  
|Total deferred income tax assets                  |  |              | 144,046 |   |      |   | 130,796 |  
|                                                  |  |              |         |   |      |   |         |  
|Deferred Income Tax Liabilities                   |  |              |         |   |      |   |         |  
|Amortization of intangible assets                 |  |              | (16,124 | ) |      |   | (14,935 | )
|Property and equipment basis differences          |  |              | (2,718  | ) |      |   |        |  
|Other                                             |  |              | (4,801  | ) |      |   | (4,434  | )
|                                                  |  |              |         |   |      |   |         |  
|Total deferred income tax liabilities             |  |              | (23,643 | ) |      |   | (19,369 | )
|Valuation allowance                               |  |              | (14,578 | ) |      |   | (12,699 | )
|                                                  |  |              |         |   |      |   |         |  
|Total deferred income tax assets, net             |  | $            | 105,825 |   |      | $ | 98,728  |  
|                                                  |  |              |         |   |      |   |         |  

The Company has net operating loss carryforwards in a number of states. The tax benefit of these
net operating losses is $0.5 million. These state net operating losses expire in 2009 and later. The Company has net



30



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note HIncome Taxes (Continued)



operating loss carryforwards in foreign countries. The tax benefit of these net operating losses is $14.6 million. These net operating losses expire in
2009 and later.

The Company has not provided deferred income taxes or foreign withholding taxes on $6.5 million and $4.8 million of
undistributed earnings of its non-U.S. subsidiaries as of December 31, 2008 and 2007, respectively, since the Company intends to reinvest these earnings indefinitely. The U.S. tax impact upon repatriation, net of foreign tax credits, would be
$0.7 million and $0.4 million for the years ended December 31, 2008 and 2007, respectively.

The Company adopted FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes (FIN 48) on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The following table reconciles the total amounts of gross unrecognized tax benefits from January 1, 2007 to December 31, 2008 (in thousands):



|                                              |  |              |        |   |      |   |        |  
|--------------------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | -
|                                              |  | December 31, |       
|                                              |  | 2008         |        |   | 2007 |  
|Balance at beginning of period                |  | $            | 5,783  |   |      | $ | 8,088  |  
|Gross increasestax positions in prior years  |  |              | 15,144 |   |      |   | 523    |  
|Gross decreasestax positions in prior years  |  |              | (332   | ) |      |   | (1,465 | )
|Gross increasestax positions in current year |  |              | 493    |   |      |   | 122    |  
|Settlements                                   |  |              | (543   | ) |      |   | (1,450 | )
|Lapse of statute of limitations               |  |              | (60    | ) |      |   | (35    | )
|                                              |  |              |        |   |      |   |        |  
|Balance at end of period                      |  | $            | 20,485 |   |      | $ | 5,783  |  
|                                              |  |              |        |   |      |   |        |  

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax
rate is $2.9 million and $4.2 million for 2008 and 2007, respectively.

The Companys continuing practice is to recognize interest and
penalties related to income tax matters in income tax expense. The total amount of interest and penalties accrued as of December 31, 2008 and 2007, is $7.9 million and $4.9 million, respectively, including $3.1 million and $1.9 million,
respectively, that was accrued during the year.

The Company believes it is reasonably possible that the settlement of certain tax
uncertainties could occur within the next twelve months; accordingly, $18.4 million and $3.5 million of the unrecognized gross tax benefit has been classified as a current liability as of December 31, 2008 and 2007, respectively. This amount
primarily represents unrecognized tax benefits comprised of items related to assessed state income tax audits, as well as state, U.S. and Canadian federal settlement negotiations currently in progress.

The Companys major income tax jurisdictions are the United States and Canada. For U.S. federal income tax, the Company remains subject to
examination for 2002 and subsequent years. For major U.S. states, with few exceptions, the Company remains subject to examination for 2000 and subsequent years. For Canada, the Company remains subject to examination for 2002 and subsequent years.



31



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)





Note ICommitments and Contingencies

Rental expense, primarily for office premises, amounted to $108.8 million, $95.8 million and $83.4 million for the years ended December 31, 2008,
2007 and 2006, respectively. The approximate minimum rental commitments for 2009 and thereafter under non-cancelable leases in effect at December 31, 2008 were as follows (in thousands):



|           |  |   |        
|---------- |  | - | -------
|2009       |  | $ | 109,281
|2010       |  |   | 101,084
|2011       |  |   | 75,467 
|2012       |  |   | 57,827 
|2013       |  |   | 37,324 
|Thereafter |  |   | 127,577
|           |  |   |        
|           |  | $ | 508,560
|           |  |   |        

Additionally, as of December 31, 2008, the Company had future purchase commitments of
approximately $20 million over the next three years primarily related to telecom service agreements, software licenses and subscriptions, and computer hardware and software maintenance agreements.

On September 10, 2004, Plaintiff Mark Laffitte, on behalf of himself and a putative class of salaried Account Executives and Staffing Managers,
filed a complaint in California Superior Court naming the Company and three of its wholly owned subsidiaries as Defendants. The complaint alleges that salaried Account Executives and Staffing Managers based in California have been misclassified
under California law as exempt employees and seeks an unspecified amount for unpaid overtime pay alleged to be due to them had they been paid as non-exempt hourly employees. In addition, the Plaintiff seeks an unspecified amount for statutory
penalties for alleged violations of the California Labor Code arising from the alleged misclassification of these employees as exempt employees. On September 18, 2006, the Court issued an order certifying a class with respect to claims for alleged
unpaid overtime pay but denied certification with respect to claims relating to meal periods and rest time breaks. On August 15, 2008, the Court stayed the litigation pending the California Supreme Courts ruling in another case unrelated to
the Company titled Harris v. Superior Court. The ruling in such case may have a material adverse bearing on the Companys position in this litigation. At this stage of the litigation, it is not feasible to predict the outcome of or a
range of loss, should a loss occur, from this proceeding, and accordingly, no amounts have been provided in the accompanying financial statements. The Company believes it has meritorious defenses to the allegations, and the Company intends to
continue to vigorously defend against the litigation.

On May 4, 2006, Plaintiff Don Tran, on behalf of himself and a putative class
of salaried Consultants and Senior Consultants, and a sub-class of terminated salaried Consultants and Senior Consultants, filed a complaint in California Superior Court naming Protiviti Inc., a wholly owned subsidiary of the Company
(Protiviti), as Defendant. The complaint alleges that salaried consultants based in California have been misclassified under California law as exempt employees and seeks an unspecified amount for unpaid overtime pay alleged to be due to
them had they been paid as non-exempt, hourly employees. Plaintiff also seeks an unspecified amount for statutory penalties for alleged violations of the California Labor Code arising from the alleged misclassification of these employees as exempt
employees. The complaint further seeks damages and penalties for the failure to provide meal and rest periods, and for the failure to reimburse business expenses, including, without limitation, parking and cellular telephone expenses. On
February 28, 2008, the Court allowed Plaintiff to amend the complaint to name as class representatives two additional former Protiviti Consultants, who had worked for Protivitis Internal Audit business line. Plaintiff Tran had
worked for Protivitis Technology Risk business line. On April 3, 2008, Plaintiffs agreed in open court to dismiss their claim for failure to reimburse business expenses. Plaintiffs filed a motion to certify the class on
May 12, 2008 and Protiviti filed a motion to strike the class allegations on the same date. On December 18, 2008, the Court ruled that it would certify two classes, one



32



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note ICommitments and Contingencies (Continued)



of California Consultants and another of California Senior Consultants, on the overtime pay claims. The Court also ruled that it would deny certification,
without prejudice, on the claims for alleged unpaid meal and rest breaks. Further, it ruled that the Plaintiffs must submit a detailed trial plan, which the Court may use to revisit the class certification issue. The class has not yet been given
notice of the action or the ruling. On February 6, 2009 the Court issued its order certifying the two classes described above on the overtime pay claims. A ruling in the unrelated Harris case referenced in the first paragraph of this
Item 3 may have a material adverse bearing on Protivitis position in this litigation. At this stage of the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding, and
accordingly, no amounts have been provided in the accompanying financial statements. Protiviti believes it has meritorious defenses to the allegations, and Protiviti intends to continue to vigorously defend against the litigation.

On September 24, 2007, Plaintiff Van Williamson, on behalf of himself and a putative class of salaried Account Executives and Staffing Managers, filed a
complaint in California Superior Court naming the Company and three of its wholly owned subsidiaries as Defendants. The complaint alleges that salaried Account Executives and Staffing Managers based in California were not provided meal periods, paid
rest periods, and accurate itemized wage statements. It seeks one hour of wages for each employee for each meal and rest period missed during the statutory liability period. It also seeks an unspecified amount for statutory penalties for alleged
violations of the California Labor Code arising from the alleged failure to provide the meal and rest periods and accurate itemized wage statements. The allegations in the complaint are substantially similar to the allegations included in the
complaint filed by Mark Laffitte described above. On August 28, 2008, the Court stayed the litigation pending the California Supreme Courts decision on whether to review a case unrelated to the Company titled Brinker Restaurant
Corp. v. Superior Court.On October 22, 2008, the California Supreme Court granted such review. The Plaintiffs and Defendants in the current action are scheduled to review the stay with the Court on February 26, 2009. A
ruling in the unrelated Harris case referenced in the first paragraph of this Note I and/or the Brinker case referenced above may have a material adverse bearing on the Companys position in this litigation. At this stage of
the litigation, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding, and accordingly, no amounts have been provided in the accompanying financial statements. The Company believes it has
meritorious defenses to the allegations, and the Company intends to continue to vigorously defend against the litigation.

On
September 16, 2008, Plaintiff Donald R. Green, on behalf of himself and a putative class of all temporary staffing employees in California, filed a complaint in California Superior Court naming the Company and one of its wholly owned
subsidiaries as Defendants. The complaint alleges that temporary employees in California were improperly denied expense reimbursement and wages for time purportedly spent preparing for interviews, and traveling to and attending interviews with,
alleged clients of Defendants. Plaintiff seeks penalties and equitable and legal remedies under Section 17200 of the California Business and Professions Code and Sections 1194 and 2802 of the California Labor Code. At this stage of the litigation,
it is not feasible to predict the outcome of or a range of loss, should a loss occur, from this proceeding, and accordingly, no amounts have been provided in the accompanying financial statements. The Company believes it has meritorious defenses to
the allegations, and the Company intends to vigorously defend against the litigation.

The Companys Form 10-Q for the quarter
ended September 30, 2008 and the Companys Form 10-K for the year ended December 31, 2007 contained disclosure regarding a complaint filed against the Company and three of its wholly owned subsidiaries on August 9, 2005, by
Plaintiff Lizette Greene, on behalf of herself and a putative class of salaried inside sales persons. On February 11, 2009, the Court dismissed this case.

The Company is involved in a number of other lawsuits arising in the ordinary course of business. While management does not expect any of these other
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.



33



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note ICommitments and Contingencies (Continued)



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

Note JStockholders Equity

Stock Repurchase Program. As of December 31, 2008, the Company is authorized to repurchase, from time to time, up to 9.8 million additional shares of the Companys common stock on the open
market or in privately negotiated transactions, depending on market conditions. During the years ended December 31, 2008, 2007 and 2006, the Company repurchased approximately 9.4 million shares, 12.2 million shares and
7.9 million shares of common stock on the open market for a total cost of $203 million, $397 million and $273 million, respectively. Additional stock repurchases were made in connection with employee stock plans, whereby Company shares were
tendered by employees for the payment of exercise price and applicable statutory withholding taxes. During the years ended December 31, 2008, 2007 and 2006, such repurchases totaled approximately 1.6 million shares, 1.6 million shares
and 3.3 million shares at a cost of $42 million, $58 million and $127 million, respectively. Repurchases of shares have been funded with cash generated from operations.

Repurchases of shares are applied first to the extent of retained earnings and any remaining amounts are applied to capital surplus. As a result, the
Company had no retained earnings as of December 31, 2008.

The repurchased shares are held in treasury and are presented as if
constructively retired. Treasury stock is accounted for using the cost method. Treasury stock activity for each of the three years ended December 31, 2008 (consisting of stock option exercises and the purchase of shares for the treasury) is
presented in the Consolidated Statements of Stockholders Equity.

Note KStock Plans

Under various stock plans, officers, employees, and outside directors have received or may receive grants of restricted stock, stock units, stock
appreciation rights or options to purchase common stock. Grants have been made at the discretion of the Committees of the Board of Directors. Grants generally vest over four years. Shares offered under the plan are authorized but unissued shares or
treasury shares.

Options currently outstanding under the plans have an exercise price equal to the fair market value of the Companys
common stock at the date of grant and consist of non-statutory stock options under the Internal Revenue Code, and generally have a term of 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. Recipients of stock units do not pay any cash consideration for the units, do not have the right to vote, and do not receive dividends with respect to such units. Compensation expense for restricted stock and stock
units is generally recognized on a straight-line basis over the vesting period, based on the stocks fair market value on the grant date. For restricted stock grants issued with performance conditions, compensation expense is recognized over
each vesting tranche.

Stock-based compensation expense recognized in the Companys Financial Statements for the years ended
December 31, 2008, 2007 and 2006, included compensation expense for stock options, which includes grants made prior to, but not yet vested as of December 31, 2005, as well as stock options granted subsequent to December 31, 2005.

SFAS 123(R) requires that excess tax benefits be recognized as an addition to capital surplus and that unrealized tax benefits be
recognized as income tax expense unless there are excess tax benefits from previous



34



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note KStock Plans (Continued)



equity awards to which it can be offset. The Company calculates the amount of eligible excess tax benefits that are available to offset future tax shortfalls
in accordance with the long-form method described in paragraph 81 of SFAS 123(R).

Under both SFAS 123 and SFAS 123(R), the
Company determines the fair value of stock options using the Black-Scholes valuation model. Under SFAS 123, the Company estimated forfeitures. SFAS 123(R) requires the Company to recognize expense over the service period for options that
are expected to vest and record adjustments to compensation expense at the end of the service period if actual forfeitures differ from original estimates.

No stock options were granted during the years ended December 31, 2008 or 2007. During the year ended December 31, 2006, the Company granted stock options on 0.2 million shares. The assumptions utilized
in the Black-Scholes valuation model for these stock options included expected dividend yield of .99%, expected volatility of 38.5%, risk-free interest rate of 4.9% and an expected life of 4.7 years.

The Company recognizes compensation expense for only the portion of restricted stock and stock units that is expected to vest, rather than record
forfeitures when they occur, as previously permitted. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. For purposes of calculating
stock-based compensation expense for retirement-eligible employees, the service period is assumed to be met on the grant date or retirement-eligible date, whichever is later.

SFAS 123(R) no longer requires the recognition of deferred compensation upon grant of restricted stock. On January 1, 2006, deferred
compensation related to awards issued prior to the adoption of SFAS 123(R) was reduced to zero with a corresponding decrease to capital surplus. In addition, SFAS 123(R) requires the Company to reflect the tax savings resulting from tax
deductions in excess of expense reflected in its Financial Statements as a financing cash flow, which will impact the Companys future reported cash flows from operating activities.

Stock-based compensation expense related to stock options under SFAS 123(R) for the years ended December 31, 2008, 2007 and 2006, was
$5.1 million, $9.2 million and $17.6 million, respectively. As of December 31, 2008, 2007 and 2006, total unrecognized compensation cost, net of estimated forfeitures, was $0.6 million, $4.7 million and
$13.1 million, respectively, related to stock options and $100.4 million, $100.6 million and $78.9 million, respectively, related to restricted stock and stock units. The unrecognized compensation cost is expected to be
recognized over the next 4 years.



35



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note KStock Plans (Continued)



The following table reflects activity under all stock plans from December 31, 2005 through
December 31, 2008, and the weighted average exercise prices (in thousands, except per share amounts):



|                               |  |                        |   |                    |                                     |       |                 |        |   |                                         |   |      
|------------------------------ |  | ---------------------- | - | ------------------ | ----------------------------------- | ----- | --------------- | ------ | - | --------------------------------------- | - | -----
|                               |  | Restricted Stock Plans |   | Stock Option Plans
|                               |  | Number ofShares/Units  |   |                    | WeightedAverageGrant DateFair Value |       | Number ofShares |        |   | WeightedAverage ExercisePrice Per Share
|Outstanding, December 31, 2005 |  | 3,848                  |   |                    | $                                   | 26.32 |                 | 20,973 |   |                                         | $ | 18.77
|Granted                        |  | 1,953                  |   |                    | $                                   | 35.69 |                 | 207    |   |                                         | $ | 32.36
|Exercised                      |  |                       |   |                    |                                     |      |                 | (6,706 | ) |                                         | $ | 15.71
|Restrictions lapsed            |  | (1,152                 | ) |                    | $                                   | 23.57 |                 |       |   |                                         |   |     
|Forfeited                      |  | (120                   | ) |                    | $                                   | 31.78 |                 | (281   | ) |                                         | $ | 25.04
|                               |  |                        |   |                    |                                     |       |                 |        |   |                                         |   |      
|Outstanding, December 31, 2006 |  | 4,529                  |   |                    | $                                   | 30.92 |                 | 14,193 |   |                                         | $ | 20.29
|Granted                        |  | 1,688                  |   |                    | $                                   | 37.50 |                 |       |   |                                         |   |     
|Exercised                      |  |                       |   |                    |                                     |      |                 | (2,748 | ) |                                         | $ | 19.06
|Restrictions lapsed            |  | (1,659                 | ) |                    | $                                   | 29.36 |                 |       |   |                                         |   |     
|Forfeited                      |  | (180                   | ) |                    | $                                   | 34.89 |                 | (169   | ) |                                         | $ | 26.10
|                               |  |                        |   |                    |                                     |       |                 |        |   |                                         |   |      
|Outstanding, December 31, 2007 |  | 4,378                  |   |                    | $                                   | 33.88 |                 | 11,276 |   |                                         | $ | 20.51
|Granted                        |  | 2,754                  |   |                    | $                                   | 26.60 |                 |       |   |                                         |   |     
|Exercised                      |  |                       |   |                    |                                     |      |                 | (1,645 | ) |                                         | $ | 16.71
|Restrictions lapsed            |  | (1,847                 | ) |                    | $                                   | 31.08 |                 |       |   |                                         |   |     
|Forfeited                      |  | (283                   | ) |                    | $                                   | 32.20 |                 | (453   | ) |                                         | $ | 24.61
|                               |  |                        |   |                    |                                     |       |                 |        |   |                                         |   |      
|Outstanding, December 31, 2008 |  | 5,002                  |   |                    | $                                   | 31.00 |                 | 9,178  |   |                                         | $ | 20.98
|                               |  |                        |   |                    |                                     |       |                 |        |   |                                         |   |      

The total pre-tax intrinsic value of stock options exercised during the years ended
December 31, 2008, 2007 and 2006, was $16.5 million, $45.3 million and $150.9 million, respectively. The total fair value of shares vested during the years ended December 31, 2008, 2007 and 2006, was $44.0 million, $60.9 million and $42.8
million, respectively.

The following table summarizes information about options outstanding as of December 31, 2008 (in thousands,
except number of years and per share amounts):



|                        |                 |                                        |       |                                         |      |                              |   |                         |  |                                        |        |                                         |       |                              |      |                         |   |       |  |   |       
|----------------------- | --------------- | -------------------------------------- | ----- | --------------------------------------- | ---- | ---------------------------- | - | ----------------------- |  | -------------------------------------- | ------ | --------------------------------------- | ----- | ---------------------------- | ---- | ----------------------- | - | ----- |  | - | ------
|                        |                 | Options Outstanding                    |       | Options Exercisable                    
|Range ofExercise Prices |                 | NumberOutstandingas ofDecember 31,2008 |       | WeightedAverageRemainingContractualLife |      | WeightedAverageExercisePrice |   | AggregateIntrinsicValue |  | NumberExercisableas ofDecember 31,2008 |        | WeightedAverageRemainingContractualLife |       | WeightedAverageExercisePrice |      | AggregateIntrinsicValue
|$                       | 10.41 to $16.11 |                                        | 1,956 |                                         | 1.82 |                              | $ | 14.26                   |  | $                                      | 12,831 |                                         | 1,956 |                              | 1.80 |                         | $ | 14.26 |  | $ | 12,831
|$                       | 16.28 to $21.00 |                                        | 1,848 |                                         | 3.88 |                              | $ | 17.33                   |  |                                        | 6,454  |                                         | 1,848 |                              | 3.82 |                         | $ | 17.33 |  |   | 6,454 
|$                       | 21.17 to $22.56 |                                        | 2,199 |                                         | 2.87 |                              | $ | 22.13                   |  |                                        |       |                                         | 2,199 |                              | 2.86 |                         | $ | 22.13 |  |   |      
|$                       | 22.70 to $26.13 |                                        | 1,865 |                                         | 4.40 |                              | $ | 24.76                   |  |                                        |       |                                         | 1,853 |                              | 4.29 |                         | $ | 24.76 |  |   |      
|$                       | 26.38 to $34.75 |                                        | 1,310 |                                         | 5.11 |                              | $ | 28.87                   |  |                                        |       |                                         | 1,182 |                              | 4.77 |                         | $ | 28.55 |  |   |      
|                        |                 |                                        |       |                                         |      |                              |   |                         |  |                                        |        |                                         |       |                              |      |                         |   |       |  |   |       
|                        |                 |                                        | 9,178 |                                         | 3.48 |                              | $ | 20.98                   |  | $                                      | 19,285 |                                         | 9,038 |                              | 3.37 |                         | $ | 20.82 |  | $ | 19,285
|                        |                 |                                        |       |                                         |      |                              |   |                         |  |                                        |        |                                         |       |                              |      |                         |   |       |  |   |       

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value,
based on the Companys closing stock price of $20.82 as of December 31, 2008, which would have been received by the option holders had they exercised their in-the-money options as of that date.



36



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note KStock Plans (Continued)



At December 31, 2008, the total number of available shares to grant under the plans (consisting
of either restricted stock, stock units, stock appreciation rights or options to purchase common stock) was approximately 12.4 million. Of the 9.2 million options outstanding at December 31, 2008, 9.0 million options were exercisable
with a weighted average exercise price of $20.82, and 0.2 million options were not exercisable with a weighted average exercise price of $31.32.

Note LNet Income Per Share

The calculation of net income per share for the three years ended December 31, 2008
is reflected in the following table (in thousands, except per share amounts):



|                            |  |                          |         |      |   |         |  |   |        
|--------------------------- |  | ------------------------ | ------- | ---- | - | ------- |  | - | -------
|                            |  | Years Ended December 31,
|                            |  | 2008                     |         | 2007 |   | 2006   
|Net Income                  |  | $                        | 250,181 |      | $ | 296,212 |  | $ | 283,178
|Basic:                      |  |                          |         |      |   |         |  |   |        
|Weighted average shares     |  |                          | 151,607 |      |   | 159,767 |  |   | 166,003
|                            |  |                          |         |      |   |         |  |   |        
|Diluted:                    |  |                          |         |      |   |         |  |   |        
|Weighted average shares     |  |                          | 151,607 |      |   | 159,767 |  |   | 166,003
|Potentially dilutive shares |  |                          | 1,682   |      |   | 3,712   |  |   | 5,709  
|                            |  |                          |         |      |   |         |  |   |        
|Diluted shares              |  |                          | 153,289 |      |   | 163,479 |  |   | 171,712
|                            |  |                          |         |      |   |         |  |   |        
|Net Income Per Share:       |  |                          |         |      |   |         |  |   |        
|Basic                       |  | $                        | 1.65    |      | $ | 1.85    |  | $ | 1.71   
|Diluted                     |  | $                        | 1.63    |      | $ | 1.81    |  | $ | 1.65   

The weighted average diluted common shares outstanding for the years ended December 31, 2008,
2007 and 2006, excludes the effect of 7.5 million, 0.3 million and 0.2 million anti-dilutive options, restricted stock and stock units, respectively. Employee stock options will have a dilutive effect under the treasury method only
when the respective periods average market value of the Companys common stock exceeds the exercise proceeds. Under the treasury method, exercise proceeds include the amount the employee must pay for exercising stock options, the amount
of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefits that would be recorded in capital surplus, if the options were exercised and the restricted stock and stock units had vested. The
computation of potentially dilutive shares also included unvested restricted stock and stock units.

Note MBusiness Segments

The Company, which aggregates its operating segments based on the nature of services, has three reportable segments: temporary and consultant staffing,
permanent placement staffing, and risk consulting and internal audit 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 income or loss from operations before net interest income, intangible amortization expense, and income taxes.



37



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note MBusiness Segments (Continued)



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



|                                            |  |                          |           |   |      |   |           |      |  |   |           |  
|------------------------------------------- |  | ------------------------ | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                            |  | Years Ended December 31, |          
|                                            |  | 2008                     |           |   | 2007 |   |           | 2006 | 
|Net service revenues                        |  |                          |           |   |      |   |           |      |  |   |           |  
|Temporary and consultant staffing           |  | $                        | 3,626,183 |   |      | $ | 3,649,274 |      |  | $ | 3,133,886 |  
|Permanent placement staffing                |  |                          | 427,499   |   |      |   | 444,090   |      |  |   | 336,250   |  
|Risk consulting and internal audit services |  |                          | 546,872   |   |      |   | 552,302   |      |  |   | 543,410   |  
|                                            |  |                          |           |   |      |   |           |      |  |   |           |  
|                                            |  | $                        | 4,600,554 |   |      | $ | 4,645,666 |      |  | $ | 4,013,546 |  
|                                            |  |                          |           |   |      |   |           |      |  |   |           |  
|Operating income                            |  |                          |           |   |      |   |           |      |  |   |           |  
|Temporary and consultant staffing           |  | $                        | 348,963   |   |      | $ | 372,892   |      |  | $ | 314,754   |  
|Permanent placement staffing                |  |                          | 60,482    |   |      |   | 86,109    |      |  |   | 74,757    |  
|Risk consulting and internal audit services |  |                          | 7,287     |   |      |   | 20,870    |      |  |   | 60,790    |  
|                                            |  |                          |           |   |      |   |           |      |  |   |           |  
|                                            |  |                          | 416,732   |   |      |   | 479,871   |      |  |   | 450,301   |  
|Amortization of intangible assets           |  |                          | 2,617     |   |      |   | 2,594     |      |  |   | 851       |  
|Interest income, net                        |  |                          | (5,161    | ) |      |   | (13,127   | )    |  |   | (16,752   | )
|                                            |  |                          |           |   |      |   |           |      |  |   |           |  
|Income before income taxes                  |  | $                        | 419,276   |   |      | $ | 490,404   |      |  | $ | 466,202   |  
|                                            |  |                          |           |   |      |   |           |      |  |   |           |  

The Company does not report total assets by segment. The following table represents identifiable
assets by business segment (in thousands):



|                                            |  |              |         |      |   |        
|------------------------------------------- |  | ------------ | ------- | ---- | - | -------
|                                            |  | December 31,
|                                            |  | 2008         |         | 2007
|Accounts receivable                         |  |              |         |      |   |        
|Temporary and consultant staffing           |  | $            | 348,946 |      | $ | 426,731
|Permanent placement staffing                |  |              | 58,538  |      |   | 77,352 
|Risk consulting and internal audit services |  |              | 111,541 |      |   | 117,550
|                                            |  |              |         |      |   |        
|                                            |  | $            | 519,025 |      | $ | 621,633
|                                            |  |              |         |      |   |        

The Company operates internationally, with operations in North America, South America, Europe,
Asia and Australia. The following tables represent revenues and long-lived assets by geographic location (in thousands):



|                     |  |                          |           |      |   |           |  |   |          
|-------------------- |  | ------------------------ | --------- | ---- | - | --------- |  | - | ---------
|                     |  | Years Ended December 31,
|                     |  | 2008                     |           | 2007 |   | 2006     
|Net service revenues |  |                          |           |      |   |           |  |   |          
|Domestic             |  | $                        | 3,278,594 |      | $ | 3,509,299 |  | $ | 3,169,509
|Foreign              |  |                          | 1,321,960 |      |   | 1,136,367 |  |   | 844,037  
|                     |  |                          |           |      |   |           |  |   |          
|                     |  | $                        | 4,600,554 |      | $ | 4,645,666 |  | $ | 4,013,546
|                     |  |                          |           |      |   |           |  |   |          



|                   |  |              |         |      |   |         |  |   |        
|------------------ |  | ------------ | ------- | ---- | - | ------- |  | - | -------
|                   |  | December 31,
|                   |  | 2008         |         | 2007 |   | 2006   
|Assets, long-lived |  |              |         |      |   |         |  |   |        
|Domestic           |  | $            | 113,474 |      | $ | 121,034 |  | $ | 107,661
|Foreign            |  |              | 32,225  |      |   | 31,277  |  |   | 24,420 
|                   |  |              |         |      |   |         |  |   |        
|                   |  | $            | 145,699 |      | $ | 152,311 |  | $ | 132,081
|                   |  |              |         |      |   |         |  |   |        



38



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note NQuarterly Financial Data (Unaudited)

The following tabulation shows certain quarterly financial data for 2008 and 2007 (in thousands, except per share amounts):



|                             |  |         |           |                        |   |           |  |   |           |  |   |           |  |   |          
|---------------------------- |  | ------- | --------- | ---------------------- | - | --------- |  | - | --------- |  | - | --------- |  | - | ---------
|                             |  | Quarter |           | Year EndedDecember 31,
|2008                         |  | 1       |           | 2                      |   | 3         |  | 4 |          
|Net service revenues         |  | $       | 1,225,990 |                        | $ | 1,224,641 |  | $ | 1,160,086 |  | $ | 989,837   |  | $ | 4,600,554
|Gross margin                 |  | $       | 510,988   |                        | $ | 516,624   |  | $ | 483,573   |  | $ | 402,386   |  | $ | 1,913,571
|Income before income taxes   |  | $       | 117,930   |                        | $ | 124,119   |  | $ | 110,153   |  | $ | 67,074    |  | $ | 419,276  
|Net income                   |  | $       | 70,784    |                        | $ | 74,568    |  | $ | 65,821    |  | $ | 39,008    |  | $ | 250,181  
|Basic net income per share   |  | $       | .46       |                        | $ | .49       |  | $ | .44       |  | $ | .26       |  | $ | 1.65     
|Diluted net income per share |  | $       | .45       |                        | $ | .48       |  | $ | .43       |  | $ | .26       |  | $ | 1.63     
|                             |  |        
|                             |  | Quarter |           | Year EndedDecember 31,
|2007                         |  | 1       |           | 2                      |   | 3         |  | 4 |          
|Net service revenues         |  | $       | 1,097,425 |                        | $ | 1,149,128 |  | $ | 1,179,045 |  | $ | 1,220,068 |  | $ | 4,645,666
|Gross margin                 |  | $       | 460,729   |                        | $ | 492,685   |  | $ | 500,793   |  | $ | 523,621   |  | $ | 1,977,828
|Income before income taxes   |  | $       | 116,093   |                        | $ | 120,304   |  | $ | 122,139   |  | $ | 131,868   |  | $ | 490,404  
|Net income                   |  | $       | 70,707    |                        | $ | 72,726    |  | $ | 73,963    |  | $ | 78,816    |  | $ | 296,212  
|Basic net income per share   |  | $       | .43       |                        | $ | .45       |  | $ | .47       |  | $ | .51       |  | $ | 1.85     
|Diluted net income per share |  | $       | .42       |                        | $ | .44       |  | $ | .46       |  | $ | .50       |  | $ | 1.81     

Note OSubsequent Events

On February 12, 2009, the Company announced a quarterly dividend of $.12 per share to be paid to all shareholders of record on February 25,
2009. The dividend will be paid on March 16, 2009.



39



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Robert Half International Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the
financial position of Robert Half International Inc., and its subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in
conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects,
the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2008, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these
financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report
on Internal Control over Financial Reporting appearing in Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Companys internal control over financial reporting
based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

February 17, 2009



40



---

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

None.

Item 9A.    Controls and Procedures

Disclosure Controls and
Procedures.    Management, including the Companys Chairman and Chief Executive Officer and the 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 the Vice Chairman and Chief Financial Officer concluded that the disclosure controls and
procedures were effective 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 and that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Companys management, including
its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.    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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

Managements Report on Internal Control over Financial Reporting.    Management is responsible for
establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management assessed the effectiveness of the Companys internal control over
financial reporting as of December 31, 2008, using criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and concluded that the Company
maintained effective internal control over financial reporting as of December 31, 2008.

Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies and procedures may deteriorate.

The effectiveness of the Companys internal control over
financial reporting as of December 31, 2008, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Item 9B.    Other Information

On February 12, 2009, Robert J. Pace was elected a director of the Company by the Board of Directors. Mr. Pace was also appointed to the Nominating and Governance Committee. Since January 1, 2008, there have been no transactions
between the Company and Mr. Pace of the type that are required to be disclosed pursuant to Item 404(a) of Regulation S-K adopted by the Securities and Exchange Commission.

Mr. Pace is currently an advisory director of Goldman, Sachs & Co. a full service global investment banking and securities firm. He has been with
Goldman Sachs since 1986 and has held numerous senior leadership positions with that firm, including service on its Investment Banking Divisions global operating committee.



41



---

PART III

Except as provided below in this Part III, the information required by Items 10 through 14 of Part III is incorporated by reference from Item 1 of this Report and from the registrants Proxy Statement, under
the captions Nomination and Election of Directors, Beneficial Stock Ownership, Compensation Discussion and Analysis, Compensation Tables, Corporate Governance, The Board and
Committees and Independent Public Accountants which Proxy Statement will be mailed to stockholders in connection with the registrants annual meeting of stockholders which is scheduled to be held in May 2009.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------

Equity Compensation Plan Information



|                                                              |  |                                                                                          |  |                                                                           |       |                                                                                                                                       |           
|------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------------- | ----------
|Plan Category                                                 |  | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rightsA |  | Weighted averageexercise price ofoutstanding options,warrants and rightsB |       | Number of securitiesremaining available forfuture issuance
underequity compensation plans(excluding securitiesreflected in column A)C
|Equity compensation plans approved by security holders        |  | 5,188,656                                                                                |  | $                                                                         | 20.46 |                                                                                                                                       | 12,434,604
|Equity compensation plans not approved by security holders(a) |  | 3,989,331                                                                                |  | $                                                                         | 21.66 |                                                                                                                                       | 0         
|Total                                                         |  | 9,177,987                                                                                |  | $                                                                         | 20.98 |                                                                                                                                       | 12,434,604



|(a) | These plans, by their terms, expressly prohibited any grants to directors or executive officers. All such plans were terminated in May 2005, and no future grants may be made under
such plans. The information in the table reflects shares issuable upon the exercise of options granted before such plans were terminated.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All future grants will be made pursuant to the Stock Incentive Plan, which was approved by stockholders in May 2005 and re-approved in May 2008. Such plan authorizes the issuance of stock options, restricted stock,
stock units and stock appreciation rights to directors, executive officers and employees.

Description of Equity Plans Not Approved by Stockholders

All of the following plans were terminated in May 2005. No future grants may be made under any of these plans.

StockPlus Plan.    The StockPlus Plan authorized the grant of stock options to employees other than directors and executive
officers. No option could have a term of more than ten years.

Stock Option Plan for Field Employees.    The
Stock Option Plan for Field Employees authorized the grant of stock options to employees or consultants other than directors and executive officers. No option could have a term of more than ten years.

Restricted Stock Plan for Field Employees.    The Restricted Stock Plan for Field Employees authorized the grant of shares of
restricted stock to employees or consultants other than directors and executive officers. Recipients of awards did not pay for the stock, but the grants are subject to time-based vesting conditions.



42



---

PART IV

Item 15.    Exhibits and Financial Statement Schedules



|(a) | 1.    Financial Statements
|--- | --------------------------

The
following consolidated financial statements of the Company and its subsidiaries are included in Item 
8 of this report:

Consolidated statements of financial position at December 31, 2008 and 2007.

Consolidated statements of operations for the years ended December 31, 2008, 2007, and 2006.

Consolidated statements of stockholders equity for the years ended December 31, 2008, 2007, and 2006.

Consolidated statements of cash flows for the years ended December 31, 2008, 2007, and 2006.

Notes to consolidated financial statements.

Report of independent registered public accounting firm.

Selected quarterly
financial data for the years ended December 31, 2008 and 2007 are set forth in Note NQuarterly Financial Data (Unaudited) included in Item 8 of this report.

2.    Financial Statement Schedules

Schedule IIValuation and Qualifying Accounts

Schedules I, III, IV and V have been omitted as they are
not applicable.

3.    Exhibits



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.1         |  | Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|3.2         |  | By-Laws, incorporated by reference to Exhibit 3.2 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|4.1         |  | Restated Certificate of Incorporation of Registrant (filed as Exhibit 3.1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|*10.1       |  | Form of Power of Attorney and Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|*10.2       |  | Employment Agreement between the Registrant and Harold M. Messmer, Jr., incorporated by reference to (i) Exhibit 10.(c) to the Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 1985, (ii) Exhibit 10.2(b) to Registrants Registration Statement on Form S-1 (No. 33-15171), (iii) Exhibit 10.2(c) to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1987, (iv) Exhibit
10.2(d) to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1988, (v) Exhibit 28.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1990, (vi) Exhibit 10.8 to
the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1991, (vii) Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1993, (viii) Exhibit 10.7 to the
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1993, (ix) Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995, (x) Exhibit 10.7 to the
Registrants Annual Report on Form 10-K for the fiscal year



43



---

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            |  | ended December 31, 1995, (xi) Exhibit 10.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (xii) Exhibit 10.2 to the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, (xiii) Exhibit 10.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1998, (xiv) Exhibit 10.2 to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 31, 1999, (xv) Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, and (xvi) Exhibit 10.5 to the Registrants Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2008.
|            | 
|*10.3       |  | Amended and Restated Retirement Agreement between Registrant and Harold M. Messmer Jr., incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form 8-K dated
December 7, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|*10.4       |  | Excise Tax Restoration Agreement as amended and restated, incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|*10.5       |  | Outside Directors Option Plan, as amended, incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|*10.6       |  | Equity Incentive Plan, as amended, incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|*10.7       |  | Amended and Restated Deferred Compensation Plan, incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|*10.8       |  | Amended and Restated Severance Agreement dated as of July 29, 2008, between Registrant and Paul F. Gentzkow, incorporated by reference to Exhibit 10.8 to Registrants Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|*10.9       |  | Agreement dated as of July 31, 1995, between Registrant and Paul F. Gentzkow, incorporated by reference to Exhibit 10.6 to Registrants Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|*10.10      |  | Severance Agreement dated as of October 1, 1991, between Registrant and Paul F. Gentzkow, incorporated by reference to Exhibit 10.7 to Registrants Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|*10.11      |  | Form of Amended and Restated Severance Agreement, incorporated by reference to Exhibit 10.7 to Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|*10.12      |  | Form of Change in Control Severance Agreement, incorporated by reference to Exhibit 10.14 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|*10.13      |  | Form of Indemnification Agreement for Directors of the Registrant, incorporated by reference to (i) Exhibit 10.27 to the Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 1989 and (ii) Exhibit 10.19 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1993.                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|*10.14      |  | Form of Indemnification Agreement for Executive Officers of Registrant, incorporated by reference to Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|*10.15      |  | Senior Executive Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|*10.16      |  | Collateral Assignment of Split Dollar Insurance Agreement, incorporated by reference to (i) Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000, and (ii) Exhibit 10.18 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                            



44



---

|            |  |                                                                                                                                                                                                                    
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit                                                                                                                                                                                                            
|*10.17      |  | Form of Part-Time Employment Agreement, as amended and restated, incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2008.           
|            | 
|*10.18      |  | StockPlus Plan, incorporated by reference to Exhibit 10.20 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2002.                                                                 
|            | 
|*10.19      |  | Restricted Stock Plan for Field Employees, incorporated by reference to Exhibit 10.21 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2002.                                  
|            | 
|*10.20      |  | Stock Option Plan for Field Employees, incorporated by reference to Exhibit 10.22 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2002.                                      
|            | 
|*10.21      |  | Equity Incentive PlanForm of Restricted Stock Agreement, incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form 8-K dated October 21,
2004.                                         
|            | 
|*10.22      |  | Equity Incentive PlanForm of Stock Option Agreement, incorporated by reference to Exhibit 99.3 to the Registrants Current Report on Form 8-K dated October 21, 2004.                                             
|            | 
|*10.23      |  | Outside Directors Option PlanForm of Stock Option Agreement, incorporated by reference to Exhibit 99.4 to the Registrants Current Report on Form 8-K dated October 21, 2004.                                    
|            | 
|*10.24      |  | Summary of Outside Director Cash Remuneration, incorporated by reference to Exhibit 10.26 to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31,
2004.                              
|            | 
|*10.25      |  | Stock Incentive Plan, as amended and restated.                                                                                                                                                                     
|            | 
|*10.26      |  | Annual Performance Bonus Plan, as amended and restated, incorporated by reference to Exhibit 10.3 to Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008.                        
|            | 
|*10.27      |  | Stock Incentive PlanForm of Restricted Share Agreement for Executive Officers, incorporated by reference to Exhibit 99.3 to Registrants Current Report on Form 8-K dated May 3, 2005.                            
|            | 
|*10.28      |  | Stock Incentive PlanForm of Stock Option Agreement for Executive Officers, incorporated by reference to Exhibit 99.4 to Registrants Current Report on Form 8-K dated May 3,
2005.                                
|            | 
|*10.29      |  | Stock Incentive PlanForm of Restricted Share Agreement for Outside Directors, incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2006.
|            | 
|*10.30      |  | Stock Incentive PlanForm of Stock Option Agreement for Outside Directors, incorporated by reference to Exhibit 99.6 to Registrants Current Report on Form 8-K dated May 3,
2005.                                 
|            | 
|21.1        |  | Subsidiaries of the Registrant.                                                                                                                                                                                    
|            | 
|23.1        |  | Accountants Consent.                                                                                                                                                                                              
|            | 
|31.1        |  | Rule 13a-14(a) Certification of Chief Executive Officer.                                                                                                                                                           
|            | 
|31.2        |  | Rule 13a-14(a) Certification of Chief Financial Officer.                                                                                                                                                           
|            | 
|32.1        |  | Rule 1350 Certification of Chief Executive Officer.                                                                                                                                                                
|            | 
|32.2        |  | Rule 1350 Certification of Chief Financial Officer.                                                                                                                                                                



*    Management contract or compensatory plan.



45



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)
|                        |  |                                            
|Date: February 19, 2009 |  | By:                                         |  | /s/ M. KEITH WADDELL                                                                               
|                        |  |                                             |  | M. Keith Waddell Vice Chairman, President and Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                        |  |     |  |                                                                                                                    
|----------------------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------
|Date: February 19, 2009 |  | By: |  | /s/ HAROLD M. MESSMER, JR.                                                                                         
|                        |  |     |  | Harold M. Messmer, Jr. Chairman of the Board, Chief Executive Officer, and a Director (Principal Executive Officer)
|                        |  |    
|Date: February 19, 2009 |  | By: |  | /s/ ANDREW S. BERWICK, JR.                                                                                         
|                        |  |     |  | Andrew S. Berwick, Jr., Director                                                                                   
|                        |  |    
|Date: February 19, 2009 |  | By: |  | /s/ FREDERICK P. FURTH                                                                                             
|                        |  |     |  | Frederick P. Furth, Director                                                                                       
|                        |  |    
|Date: February 19, 2009 |  | By: |  | /s/ EDWARD W. GIBBONS                                                                                              
|                        |  |     |  | Edward W. Gibbons, Director                                                                                        
|                        |  |    
|Date: February 19, 2009 |  | By: |  | /s/ ROBERT J. PACE                                                                                                 
|                        |  |     |  | Robert J. Pace, Director                                                                                           
|                        |  |    
|Date: February 19, 2009 |  | By: |  | /s/ FREDERICK A. RICHMAN                                                                                           
|                        |  |     |  | Frederick A. Richman, Director                                                                                     
|                        |  |    
|Date: February 19, 2009 |  | By: |  | /s/ J. STEPHEN SCHAUB                                                                                              
|                        |  |     |  | J. Stephen Schaub, Director                                                                                        
|                        |  |    
|Date: February 19, 2009 |  | By: |  | /s/ M. KEITH WADDELL                                                                                               
|                        |  |     |  | M. Keith Waddell Vice Chairman, President, Chief Financial Officer and a Director (Principal Financial Officer)    
|                        |  |    
|Date: February 19, 2009 |  | By: |  | /s/ MICHAEL C. BUCKLEY                                                                                             
|                        |  |     |  | Michael C. Buckley Executive Vice President and Treasurer (Principal Accounting Officer)                           



46



---

Schedule IIValuation and Qualifying Accounts

(in thousands)



|                                           |  |                              |        |                    |        |            |        |   |                        |        |   |                         |   |       
|------------------------------------------ |  | ---------------------------- | ------ | ------------------ | ------ | ---------- | ------ | - | ---------------------- | ------ | - | ----------------------- | - | ------
|                                           |  | Balance atBeginning ofPeriod |        | Charged toExpenses |        | Deductions |        |   | TranslationAdjustments |        |   | Balance atEnd of Period
|Year Ended December 31, 2006               |  |                              |        |                    |        |            |        |   |                        |        |   |                         |   |       
|Allowance for doubtful accounts receivable |  | $                            | 20,766 |                    | 7,585  |            | (4,329 | ) |                        | (1,527 | ) |                         | $ | 22,495
|Deferred tax valuation allowance           |  | $                            | 11,135 |                    | 1,802  |            | (2,606 | ) |                        | 1,206  |   |                         | $ | 11,537
|                                           |  |                              |        |                    |       
|Year Ended December 31, 2007               |  |                              |        |                    |        |            |        |   |                        |        |   |                         |   |       
|Allowance for doubtful accounts receivable |  | $                            | 22,495 |                    | 11,359 |            | (7,684 | ) |                        | 2,294  |   |                         | $ | 28,464
|Deferred tax valuation allowance           |  | $                            | 11,537 |                    | 3,991  |            | (3,256 | ) |                        | 427    |   |                         | $ | 12,699
|                                           |  |                              |        |                    |       
|Year Ended December 31, 2008               |  |                              |        |                    |        |            |        |   |                        |        |   |                         |   |       
|Allowance for doubtful accounts receivable |  | $                            | 28,464 |                    | 18,137 |            | (9,435 | ) |                        | (2,949 | ) |                         | $ | 34,217
|Deferred tax valuation allowance           |  | $                            | 12,699 |                    | 4,846  |            | (2,391 | ) |                        | (576   | ) |                         | $ | 14,578