<SUBMISSION>
<ACCESSION-NUMBER>0000912057-01-525947
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20010630
<FILING-DATE>20010731
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HALF ROBERT INTERNATIONAL INC /DE/
<CIK>0000315213
<ASSIGNED-SIC>7363
<IRS-NUMBER>941648752
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FILE-NUMBER>001-10427
<FILM-NUMBER>1694310
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<BUSINESS-ADDRESS>
<STREET1>2884 SAND HILL RD
<STREET2>STE 200
<CITY>MENLO PARK
<STATE>CA
<ZIP>94025
<PHONE>6502346000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2884 SAND HILL ROAD
<STREET2>STE 200
<CITY>MENLO PARK
<STATE>CA
<ZIP>94025
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BOOTHE FINANCIAL CORP /DE/
<DATE-CHANGED>19870721
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>BOOTHE INTERIM CORP
<DATE-CHANGED>19600201
</FORMER-COMPANY>
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<FILENAME>a2053706z10-q.txt
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<TEXT>
<Page>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q

<Table>
<C>         <S>
(MARK ONE)
   /X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
            FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                                   OR

   / /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
</Table>

     FOR THE TRANSITION PERIOD FROM _________________ TO _________________.

                            ------------------------

                         COMMISSION FILE NUMBER 1-10427

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

<Table>
<S>                                          <C>
                DELAWARE                                  94-1648752
      (State or other jurisdiction                     (I.R.S. Employer
   of incorporation or organization)                 Identification No.)

          2884 SAND HILL ROAD                               94025
               SUITE 200                                  (zip-code)
         MENLO PARK, CALIFORNIA
(Address of principal executive offices)
</Table>

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

                            ------------------------

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

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of June 30, 2001:

               175,681,314 shares of $.001 par value Common Stock

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<Page>
                         PART I--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<Table>
<Caption>
                                                               JUNE 30,    DECEMBER 31,
                                                                 2001          2000
                                                              ----------   ------------
<S>                                                           <C>          <C>
                                                              (UNAUDITED)
                                        ASSETS:

Cash and cash equivalents...................................  $  278,343     $239,192
Accounts receivable, less allowances of $16,807 and
 $17,207....................................................     353,550      390,369
Other current assets........................................      56,149       42,049
                                                              ----------     --------
    Total current assets....................................     688,042      671,610
Intangible assets, less accumulated amortization of $73,328
 and $69,290................................................     163,094      168,050
Property and equipment, less accumulated depreciation of
 $149,901 and $118,940......................................     151,460      131,369
                                                              ----------     --------
    Total assets............................................  $1,002,596     $971,029
                                                              ==========     ========

                         LIABILITIES AND STOCKHOLDERS' EQUITY:

Accounts payable and accrued expenses.......................  $   37,104     $ 51,073
Accrued payroll costs.......................................     158,606      182,241
Income taxes payable........................................       7,937        2,619
Current portion of notes payable and other indebtedness.....       1,157        1,223
                                                              ----------     --------
    Total current liabilities...............................     204,804      237,156
Notes payable and other indebtedness, less current
 portion....................................................       2,511        2,541
Deferred income taxes and other liabilities.................      15,622       12,793
                                                              ----------     --------
    Total liabilities.......................................     222,937      252,490

Commitments and Contingencies

                                 STOCKHOLDERS' EQUITY:

Common stock, $.001 par value authorized 260,000,000 shares;
 issued and outstanding 175,051,194 and
 176,050,349 shares.........................................         175          176
Capital surplus.............................................     445,819      406,471
Deferred compensation.......................................     (60,176)     (72,870)
Accumulated other comprehensive income......................      (7,933)      (4,192)
Retained earnings...........................................     401,774      388,954
                                                              ----------     --------
    Total stockholders' equity..............................     779,659      718,539
                                                              ----------     --------
    Total liabilities and stockholders' equity..............  $1,002,596     $971,029
                                                              ==========     ========
</Table>

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

                                       1
<Page>
                ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                                        JUNE 30,                JUNE 30,
                                                   -------------------   -----------------------
                                                     2001       2000        2001         2000
                                                   --------   --------   ----------   ----------
                                                       (UNAUDITED)             (UNAUDITED)
<S>                                                <C>        <C>        <C>          <C>
Net service revenues.............................  $648,404   $671,000   $1,367,677   $1,303,846
Direct costs of services, consisting of payroll,
 payroll taxes and insurance costs for temporary
 employees.......................................   375,641    381,534      783,928      743,331
                                                   --------   --------   ----------   ----------
Gross margin.....................................   272,763    289,466      583,749      560,515
Selling, general and administrative expenses.....   212,552    214,752      447,536      415,696
Amortization of intangible assets................     1,333      1,251        2,669        2,504
Interest income, net.............................    (2,250)    (2,458)      (4,661)      (3,914)
                                                   --------   --------   ----------   ----------
Income before income taxes.......................    61,128     75,921      138,205      146,229
Provision for income taxes.......................    23,412     29,078       52,932       56,006
                                                   --------   --------   ----------   ----------
Net income.......................................  $ 37,716   $ 46,843   $   85,273   $   90,223
                                                   ========   ========   ==========   ==========

Basic net income per share.......................  $    .22   $    .26   $      .49   $      .51
Diluted net income per share.....................  $    .21   $    .25   $      .47   $      .49
</Table>

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

                                       2
<Page>
                ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                               SIX MONTHS ENDED
                                                                   JUNE 30,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                  (UNAUDITED)
<S>                                                           <C>        <C>
COMMON STOCK--SHARES:
  Balance at beginning of period............................   176,050    176,148
  Issuances of restricted stock.............................        89      1,152
  Repurchases of common stock...............................    (2,861)    (1,512)
  Exercises of stock options................................     1,773      2,222
                                                              --------   --------
    Balance at end of period................................   175,051    178,010
                                                              ========   ========
COMMON STOCK--PAR VALUE:
  Balance at beginning of period............................  $    176   $    176
  Issuances of restricted stock.............................        --          1
  Repurchases of common stock...............................        (3)        (1)
  Exercises of stock options................................         2          2
                                                              --------   --------
    Balance at end of period................................  $    175   $    178
                                                              ========   ========
CAPITAL SURPLUS:
  Balance at beginning of period............................  $406,471   $303,004
  Issuances of restricted stock--excess over par value......     3,466     43,512
  Exercises of stock options--excess over par value.........    20,702     14,790
  Impact of equity incentive plans..........................    15,180     14,114
                                                              --------   --------
    Balance at end of period................................  $445,819   $375,420
                                                              ========   ========
DEFERRED COMPENSATION:
  Balance at beginning of period............................  $(72,870)  $(54,127)
  Issuances of restricted stock.............................    (3,466)   (43,513)
  Amortization of deferred compensation.....................    16,160     16,026
                                                              --------   --------
    Balance at end of period................................  $(60,176)  $(81,614)
                                                              ========   ========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
  Balance at beginning of period............................  $ (4,192)  $ (2,420)
  Translation adjustments...................................    (3,741)    (1,435)
                                                              --------   --------
    Balance at end of period................................  $ (7,933)  $ (3,855)
                                                              ========   ========
RETAINED EARNINGS:
  Balance at beginning of period............................  $388,954   $329,469
  Repurchases of common stock--excess over par value........   (72,453)   (37,550)
  Net income................................................    85,273     90,223
                                                              --------   --------
    Balance at end of period................................  $401,774   $382,142
                                                              ========   ========

COMPREHENSIVE INCOME:
  Net income................................................  $ 85,273   $ 90,223
  Translation adjustments...................................    (3,741)    (1,435)
                                                              --------   --------
    Total comprehensive income..............................  $ 81,532   $ 88,788
                                                              ========   ========
</Table>

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

                                       3
<Page>
                ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                               SIX MONTHS ENDED
                                                                   JUNE 30,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
                                                                  (UNAUDITED)
<S>                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income................................................  $ 85,273   $ 90,223
    Adjustments to reconcile net income to net cash provided
      by operating activities:
      Amortization of intangible assets.....................     2,669      2,504
      Depreciation expense..................................    32,221     24,584
      Provision for deferred income taxes...................    (5,978)   (14,214)
      Tax impact of equity incentive plans..................    15,180     14,114
    Changes in assets and liabilities, net of effects of
      acquisitions:
      (Increase) decrease in accounts receivable............    36,819    (54,896)
      Increase (decrease) in accounts payable, accrued
        expenses and accrued payroll costs..................   (37,242)    50,258
      Increase in income taxes payable......................     5,318      2,451
      Change in other assets, net of change in other
        liabilities.........................................     9,562     14,534
                                                              --------   --------
    Total adjustments.......................................    58,549     39,335
                                                              --------   --------
  Net cash and cash equivalents provided by operating
    activities..............................................   143,822    129,558

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions, net of cash acquired........................        --       (693)
  Capital expenditures......................................   (52,823)   (27,996)
                                                              --------   --------
  Net cash and cash equivalents used in investing
    activities..............................................   (52,823)   (28,689)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repurchases of common stock and common stock
    equivalents.............................................   (72,456)   (37,551)
  Principal payments on notes payable and other
    indebtedness............................................       (96)      (556)
  Proceeds and capital impact of equity incentive plans.....    20,704     14,792
                                                              --------   --------
  Net cash and cash equivalents used in financing
    activities..............................................   (51,848)   (23,315)
                                                              --------   --------

Net increase in cash and cash equivalents...................    39,151     77,554
Cash and cash equivalents at beginning of period............   239,192    151,074
                                                              --------   --------
Cash and cash equivalents at end of period..................  $278,343   $228,628
                                                              ========   ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest..................................................  $    150   $    165
  Income taxes..............................................  $ 38,385   $ 49,741
Acquisitions:
  Asset acquired--
    Intangible assets.......................................  $     --   $    703
    Other...................................................        --         90
  Liabilities incurred--
    Other...................................................        --       (100)
                                                              --------   --------
  Cash paid, net of cash acquired...........................  $     --   $    693
                                                              ========   ========
</Table>

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

                                       4
<Page>
                ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 2001

                                  (UNAUDITED)

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    NATURE OF OPERATIONS.  Robert Half International Inc. (the "Company")
provides specialized staffing services through such divisions as
ACCOUNTEMPS-REGISTERED TRADEMARK-, ROBERT HALF-REGISTERED TRADEMARK-,
OFFICETEAM-REGISTERED TRADEMARK-, RHI CONSULTING-REGISTERED TRADEMARK-, RHI
MANAGEMENT RESOURCES-REGISTERED TRADEMARK-, THE AFFILIATES-REGISTERED
TRADEMARK-, and THE CREATIVE GROUP-REGISTERED TRADEMARK-. The Company, through
its ACCOUNTEMPS, ROBERT HALF, and RHI MANAGEMENT RESOURCES divisions, is the
world's largest specialized provider of temporary, full-time, and project
professionals in the fields of accounting and finance. OFFICETEAM specializes in
highly skilled temporary administrative support personnel. RHI CONSULTING
provides information technology professionals. THE AFFILIATES provides
temporary, project, and full-time staffing of attorneys and specialized support
personnel within law firms and corporate legal departments. THE CREATIVE GROUP
provides project staffing in the advertising, marketing, and web design fields.
Revenues are predominantly from temporary services. The Company operates in the
United States, Canada, Europe, Australia, and New Zealand. The Company is a
Delaware corporation.

    PRINCIPLES OF CONSOLIDATION.  The Consolidated Financial Statements include
the accounts of the Company and its subsidiaries, all of which are wholly-owned.
All significant intercompany balances have been eliminated. Certain
reclassifications have been made to the 2000 financial statements to conform to
the 2001 presentation.

    REVENUE RECOGNITION.  Temporary and consultant staffing services revenues
are recognized when the services are rendered by the Company's temporary
employees. Permanent placement staffing revenues are recognized when employment
candidates accept offers of permanent employment. Allowances are established to
estimate losses due to placed candidates not remaining employed for the
Company's guarantee period, typically 90 days.

    CASH AND CASH EQUIVALENTS.  The Company considers all highly liquid
investments with a maturity of three months or less as cash equivalents.

    INTANGIBLE ASSETS.  Intangible assets primarily consist of the cost of
acquired companies in excess of the fair market value of their net tangible
assets at acquisition date, which are being amortized on a straight-line basis
over a period of 40 years. The carrying value of intangible assets is
periodically reviewed by the Company and impairments are recognized when the
expected future operating cash flows derived from such intangible assets are
less than their carrying value. Based upon its most recent analysis, the Company
believes that no material impairment of intangible assets existed at June 30,
2001.

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

    FOREIGN CURRENCY TRANSLATION.  The results of operations of the Company's
foreign subsidiaries are translated at the monthly average exchange rates
prevailing during the period. The financial position of the Company's foreign
subsidiaries is translated at the current exchange rates at the end of the
period, and the related translation adjustments are recorded as a component of
comprehensive income within Stockholders' Equity. Gains and losses resulting
from foreign currency transactions are included in the Consolidated Statements
of Income.

    USE OF ESTIMATES.  The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported

                                       5
<Page>
                ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2001

                                  (UNAUDITED)

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.

    PROPERTY AND EQUIPMENT.  Property and equipment are recorded at cost.
Depreciation expense is computed using the straight-line method over the
estimated useful lives of the assets. Leasehold improvements are amortized over
the shorter of the life of the related asset or the life of the lease.

    ADVERTISING COSTS.  The Company expenses all advertising costs as incurred.

NOTE B--NET INCOME PER SHARE

    The calculation of net income per share for the three and six months ended
June 30, 2001 and 2000 is reflected in the following table (in thousands, except
per share amounts):

<Table>
<Caption>
                                      THREE MONTHS ENDED     SIX MONTHS ENDED
                                           JUNE 30,              JUNE 30,
                                      -------------------   -------------------
                                        2001       2000       2001       2000
                                      --------   --------   --------   --------
                                          (UNAUDITED)           (UNAUDITED)
<S>                                   <C>        <C>        <C>        <C>
Net Income..........................  $ 37,716   $ 46,843   $ 85,273   $ 90,223

Basic:
  Weighted average shares...........   174,474    178,447    174,806    177,790
                                      ========   ========   ========   ========

Diluted:
  Weighted average shares...........   174,474    178,447    174,806    177,790
  Common stock equivalents--stock
    options.........................     7,549      8,795      7,400      7,489
                                      --------   --------   --------   --------
  Diluted shares....................   182,023    187,242    182,206    185,279
                                      ========   ========   ========   ========

Net Income Per Share:
  Basic.............................  $    .22   $    .26   $    .49   $    .51
  Diluted...........................  $    .21   $    .25   $    .47   $    .49
</Table>

NOTE C--BUSINESS SEGMENTS

    The Company has two reportable segments: temporary and consultant staffing,
and permanent placement staffing. The temporary and consultant staffing segment
provides specialized personnel in the accounting and finance, administrative and
office, information technology, legal, advertising, marketing, and web design
fields. The permanent placement staffing segment provides full-time personnel in
the accounting, finance, and information technology fields.

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

                                       6
<Page>
                ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 JUNE 30, 2001

                                  (UNAUDITED)

NOTE C--BUSINESS SEGMENTS (CONTINUED)
    The following table provides a reconciliation of revenue and operating
profit by reportable segment to consolidated results (in thousands):

<Table>
<Caption>
                                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                                        JUNE 30,                JUNE 30,
                                                   -------------------   -----------------------
                                                     2001       2000        2001         2000
                                                   --------   --------   ----------   ----------
                                                       (UNAUDITED)             (UNAUDITED)
<S>                                                <C>        <C>        <C>          <C>
Net service revenues
  Temporary and consultant staffing..............  $594,176   $605,605   $1,248,409   $1,180,350
  Permanent placement staffing...................    54,228     65,395      119,268      123,496
                                                   --------   --------   ----------   ----------
                                                   $648,404   $671,000   $1,367,677   $1,303,846
                                                   ========   ========   ==========   ==========
Operating income
  Temporary and consultant staffing..............  $ 49,901   $ 56,883   $  112,665   $  111,040
  Permanent placement staffing...................    10,310     17,831       23,548       33,779
                                                   --------   --------   ----------   ----------
                                                     60,211     74,714      136,213      144,819

Amortization of intangible assets................     1,333      1,251        2,669        2,504
Interest income, net.............................    (2,250)    (2,458)      (4,661)      (3,914)
                                                   --------   --------   ----------   ----------
Income before income taxes.......................  $ 61,128   $ 75,921   $  138,205   $  146,229
                                                   ========   ========   ==========   ==========
</Table>

NOTE D--NEW ACCOUNTING PRONOUNCEMENTS

    In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, BUSINESS COMBINATIONS, and
No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS. SFAS No. 141 requires all
business combinations initiated after June 30, 2001, to be accounted for using
the purchase method. Under SFAS No. 142, goodwill is no longer subject to
amortization over its estimated useful life. The Company will adopt SFAS
No. 142 on January 1, 2002, resulting in the discontinuance of the amortization
of certain intangible assets currently amortized over 40 years. The methods used
for evaluating and measuring impairment of those assets will change. While the
Company has not applied the new impairment analysis, it is not expected to have
a material effect on the financial statements.

                                       7
<Page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

    Certain information contained in Management's Discussion and Analysis and in
other parts of this report may be deemed forward-looking statements regarding
events and financial trends that may affect the Company's future operating
results or financial positions. These statements may be identified by words such
as "estimate", "project", "plan", "intend", "believe", "expect", "anticipate",
or variations or negatives thereof or by similar or comparable words or phrases.
Forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in the
statements. These risks and uncertainties include, but are not limited to, the
following: changes in levels of unemployment and other economic conditions in
the U.S. or foreign countries where the Company does business, or in particular
regions or industries; reduction in the supply of qualified candidates for
temporary employment or the Company's ability to attract qualified candidates;
the entry of new competitors into the marketplace or expansion by existing
competitors; the ability of the Company to maintain existing client
relationships and attract new clients in the context of changing economic or
competitive conditions; the impact of competitive pressures, including any
change in the demand for the Company's services, on the Company's ability to
maintain its profit margins; the possibility of the Company incurring liability
for the activities of its temporary employees or for events impacting its
temporary employees on clients' premises; the success of the Company in
attracting, training and retaining qualified management personnel and other
staff employees; and whether governments will impose additional regulations or
licensing requirements on personnel services businesses in particular or on
employer/ employee relationships in general. 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.

    RESULTS OF OPERATIONS FOR EACH OF THE THREE MONTHS AND SIX MONTHS ENDED
     JUNE 30, 2001 AND 2000

    Temporary and consultant staffing services revenues were $594 million and
$606 million for the three months ended June 30, 2001 and 2000, respectively,
decreasing by 2% during the three months ended June 30, 2001 compared to the
same period in 2000. Temporary and consultant staffing services revenues were
$1,249 million and $1,180 million for the six months ended June 30, 2001 and
2000, respectively, increasing by 6% during the six months ended June 30, 2001
compared to the same period in 2000. Permanent placement revenues were
$54 million and $65 million for the three months ended June 30, 2001 and 2000,
respectively, decreasing by 17% during the three months ended June 30, 2001
compared to the same period in 2000. Permanent placement revenues were
$119 million and $124 million for the six months ended June 30, 2001 and 2000,
respectively, decreasing by 3% during the six months ended June 30, 2001
compared to the same period in 2000. Results were impacted by the weakening
economy.

    As of June 30, 2001, the Company had 334 offices in 40 states and the
District of Columbia and ten foreign countries. Revenues from domestic
operations represented 86% of revenues for both the three and six months ended
June 30, 2001, and 89% of revenues for both the three and six months ended
June 30, 2000. Revenues from foreign operations represented 14% of revenues for
both the three and six months ended June 30, 2001, and 11% of revenues for both
the three and six months ended June 30, 2000.

    Gross margin dollars from the Company's temporary and consultant staffing
services represent revenues less direct costs of services, which consist of
payroll, payroll taxes and insurance costs for temporary employees. Gross margin
dollars from permanent placement services are equal to revenues, as there are no
direct costs associated with such revenues. Gross margin dollars for the
Company's temporary and consultant staffing services were $219 million and
$465 million for the three and six months ended June 30, 2001, respectively,
compared to $224 million and $437 million for the comparable periods in 2000,
decreasing by 2% for the three months ended June 30, 2001, and increasing by 6%
for the six months ended June 30, 2001. Gross margin amounts equaled 37% of
revenues for temporary and consultant staffing services for both the three and
six months ended June 30, 2001, compared to 37% of temporary and consultant
staffing service revenues for both the three and six months ended June 30, 2000,
which the Company believes reflects its ability to adjust billing rates and wage
rates to underlying market conditions. Gross margin dollars for the Company's
permanent placement division were $54 million and $119 million

                                       8
<Page>
for the three and six months ended June 30, 2001, respectively, compared to
$65 million and $124 million for the comparable periods in 2000, decreasing by
17% and 3% for the three and six months ended June 30, 2001, respectively.

    Selling, general and administrative expenses were $213 million and
$448 million for the three and six months ended June 30, 2001, respectively,
compared to $215 million and $416 million during the three and six months ended
June 30, 2000, respectively. Selling, general and administrative expenses as a
percentage of revenues were 33% for both the three and six months ended
June 30, 2001, compared to 32% for both the three and six months ended June 30,
2000, respectively. Selling, general and administrative expenses consist
primarily of staff compensation, advertising, depreciation, and occupancy costs.
The increase in 2001 relates primarily to additional field staff and ongoing
technology investments.

    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. Although management believes that goodwill has an unlimited life, the
Company amortizes these costs over 40 years. Management believes that its
previous acquisitions of established companies in established markets and
maintaining its presence in these markets preserves the goodwill for an
indeterminate period. The carrying value of intangible assets is periodically
reviewed by the Company and impairments are recognized when the expected future
operating cash flows derived from such intangible assets is less than their
carrying value. Based upon its most recent analysis, the Company believes that
no material impairment of intangible assets existed at June 30, 2001. Net
intangible assets represented 16% of total assets and 21% of total stockholders'
equity at June 30, 2001.

    Interest income for the three months ended June 30, 2001 and 2000 was
$2.4 million and $2.7 million respectively. Interest expense for both the three
months ended June 30, 2001 and 2000 was $.2 million. Interest income for the six
months ended June 30, 2001 and 2000 was $5.1 million and $4.4 million
respectively, while interest expense for the six months ended June 30, 2001 and
2000 was $.4 million and $.5 million, respectively.

    The provision for income taxes was 38% for both the three and six months
ended June 30, 2001, respectively, and 38% for both the three and six months
ended June 30, 2000, respectively.

    LIQUIDITY AND CAPITAL RESOURCES

    The change in the Company's liquidity during the six months ended June 30,
2001 is the net effect of funds generated by operations and the funds used for
capital expenditures, repurchases of common stock and principal payments on
outstanding notes payable. As of June 30, 2001, the Company has authorized the
repurchase, from time to time, of up to 28 million shares of the Company's
common stock on the open market or in privately negotiated transactions,
depending on market conditions. During the six months ended June 30, 2001, the
Company repurchased approximately 2.1 million shares of common stock on the open
market bringing the total shares repurchased under the authorization to
17.8 million. Repurchases of the securities have been funded with cash generated
from operations. For the six months ended June 30, 2001, the Company generated
$144 million from operations, used $53 million in investing activities and used
$52 million in financing activities.

    The Company's working capital at June 30, 2001, included $278 million in
cash and cash equivalents. In addition at June 30, 2001, the Company had
available $75 million of its $80 million bank revolving line of credit. The
Company's working capital requirements consist primarily of the financing of
accounts receivable. While there can be no assurances in this regard, the
Company expects that internally generated cash plus the bank revolving line of
credit will be sufficient to support the working capital needs of the Company,
the Company's fixed payments, and other obligations on both a short and
long-term basis. As of June 30, 2001, the Company had no material capital
commitments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                                       9
<Page>
                           PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    None

ITEM 2.  CHANGES IN SECURITIES

    None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

    None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    On May 3, 2001, registrant held its annual meeting of stockholders. The only
matter presented to stockholders at the annual meeting was the election of two
directors to Class III. The vote for director was as follows:

<Table>
<Caption>
NOMINEE                                                    SHARES FOR    SHARES WITHHELD
-------                                                    -----------   ---------------
<S>                                                        <C>           <C>
Edward W. Gibbons........................................  158,075,079      1,350,741
Harold M. Messmer, Jr....................................  157,639,727      1,786,093
</Table>

    The continuing directors, whose terms of office did not expire at the
meeting, are Andrew S. Berwick, Jr., Frederick P. Furth, Thomas J. Ryan,
J. Stephen Schaub and M. Keith Waddell.

    No other matters were voted upon at the annual meeting.

ITEM 5.  OTHER INFORMATION

    None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits.

<Table>
<Caption>
     EXHIBIT NO.        EXHIBIT
     -----------        -------
<C>                     <S>
         3.1            Restated Certificate of Incorporation
</Table>

    (b) The registrant filed no current report on Form 8-K during the quarter
covered by this report.

                                       10
<Page>
                                   SIGNATURES

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

                                              ROBERT HALF INTERNATIONAL INC.
                                                       (Registrant)

                                                   /s/ M. KEITH WADDELL

                                          --------------------------------------
                                                     M. Keith Waddell
                                          VICE CHAIRMAN, CHIEF FINANCIAL OFFICER
                                                      AND TREASURER
                                             (PRINCIPAL FINANCIAL OFFICER AND
                                                DULY AUTHORIZED SIGNATORY)

Date: July 31, 2001

                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>a2053706zex-3_1.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>
<Page>

                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         ROBERT HALF INTERNATIONAL INC.,

                             A DELAWARE CORPORATION

          Robert Half International Inc., a corporation organized and existing
under the laws of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST:    The present name of the Corporation is Robert Half
International Inc.

          SECOND:   The Corporation was originally incorporated under the name
Boothe Interim Corporation and subsequently changed its name to Boothe Financial
Corporation before taking its present name.

          THIRD:    The date of filing of the Corporation's original Certificate
of Incorporation with the Secretary of State of the State of Delaware was
October 18, 1979.

          FOURTH:   This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as previously restated, amended or supplemented,
and there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.

          FIFTH:    This Restated Certificate of Incorporation has been duly
adopted by the Corporation's Board of Directors in accordance with the
applicable provisions of Section 245 of the General Corporation Law of the State
of Delaware.

          SIXTH:    The Certificate of Incorporation is hereby restated to read
in full as follows:

          1.   NAME.  The name of the Corporation is Robert Half International
Inc.

          2.   REGISTERED OFFICE.  The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

          3.   PURPOSES.  The purpose of the Corporation is to engage in any
lawful act or activity for which

<Page>

corporations may be organized under the General Corporation Law of the State of
Delaware.

          4.   CAPITAL STOCK.

               A.   AUTHORIZED CAPITAL.  The Corporation is authorized to
issue two classes of shares of stock to be designated respectively
"preferred" and "common."  The total number of shares which the Corporation
is authorized to issue is two hundred sixty-five million (265,000,000), and
the aggregate par value of all shares that are to have a par value shall be
$265,000.  The number of common shares authorized is two hundred sixty
million (260,000,000), each such share to have a par value of $.001, and the
number of preferred shares authorized is five million (5,000,000), each such
share to have a par value of $.001.

               B.   COMMON STOCK.  The holders of shares of common stock
shall be entitled to receive such dividends as may be declared by the Board
of Directors.  In the event of voluntary or involuntary liquidation of the
Corporation, the holders of shares of common stock shall be entitled to
receive pro rata all of the remaining assets of the Corporation available for
distribution to its stockholders after all amounts to which the holders of
shares of preferred stock are entitled have been paid or set aside in cash
for payment.  Except as may be otherwise required by law or this Certificate
of Incorporation, each holder of record of each share of common stock shall
be entitled to one vote for each such share standing in his name on the books
of the Corporation.

               C.   PREFERRED STOCK.  The designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, of the preferred stock shall be as follows:

          The preferred stock may be issued from time to time in one or more
series.  The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of preferred stock in one or
more series, with such voting powers, full or limited, or without voting powers
and with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereon,
as shall be stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors, and as are not stated and
expressed in this Certificate of Incorporation, or any amendment thereto,
including (but without limiting the generality of the foregoing) the following:

<Page>

                    (a)  the distinctive serial designation of such series and
the number of shares constituting a series;

                    (b)  the dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any other class or
classes or of any other series of capital stock, and whether such dividends
shall be cumulative or noncumulative;

                    (c)  whether the shares of such series shall be subject to
redemption by the Corporation, and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption;

                    (d)  whether the shares are entitled to the benefit of a
sinking or retirement fund to be applied to the purchase or redemption of shares
of a series and, if so entitled, the amount of the fund and the manner of its
application, including the price or prices at which the shares may be redeemed
or purchased through the application of the fund;

                    (e)  whether or not the shares of such series shall be
convertible into or exchangeable for, shares of any other class or classes or of
any other series of any class or classes of capital stock of the Corporation,
and, if provision be made for conversion or exchange, the times, prices, rates,
adjustments, and other terms and conditions of such conversion or exchange;

                    (f)  the voting powers, full or limited, if any, of the
shares of the series;

                    (g)  the restrictions, if any, on the issue or reissue of
any additional preferred stock;

                    (h)  the rights of the holders of the shares of such series
upon the dissolution of, or upon the distribution of assets of, the Corporation.

          There is hereby expressly granted to the Board of Directors of the
Corporation authority to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the number of
shares of that series then outstanding.  In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.

<Page>

          5.   MANAGEMENT OF BUSINESS.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
and the directors need not be elected by ballot unless required by the By-laws
of the Corporation.

          6.   BY-LAWS.  In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the By-laws of the Corporation.

          7.   CERTAIN TRANSACTIONS WITH RELATED CORPORATIONS.  Except as
expressly provided in this Article 7, the affirmative vote or consent of the
holders of at least 66-2/3% of the outstanding shares of capital stock of the
Corporation entitled to vote in the election of directors shall be required to
authorize, adopt or approve any of the following:

               (i)  Any plan of merger or consolidation of the Corporation with
or into any Related Corporation or any affiliate of a Related Corporation or of
any Related Corporation or any affiliate of a Related Corporation into the
Corporation;

               (ii)  Any sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Corporation to or with any
Related Corporation or any affiliate of a Related Corporation, whether or not in
connection with the dissolution of the Corporation; or

               (iii)  Any issuance of capital stock or other securities of the
Corporation in exchange or payment for any properties or assets of any Related
Corporation or any

<Page>

affiliate of a Related Corporation in a transaction for which the approval of
stockholders of the Corporation is required by law or by any national securities
exchange on which outstanding securities of the Corporation are listed as a
prerequisite to the listing thereon of the additional securities being issued.
The provisions of this Article 7 shall not be applicable to any merger or
consolidation of the Corporation with or into, or any sale, lease, exchange or
other disposition of all or substantially all the property of the Corporation to
or with a corporation of which the Corporation owns, of record or beneficially,
a majority of the outstanding shares of all classes of stock entitled to vote in
the election of directors of that corporation.  Should a majority of the
disinterested members of the Board of Directors so authorize by express
resolution, the affirmative vote or consent of the holders of at least a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote in the election of directors may authorize, adopt, or approve any of the
transactions specified in this Article 7.  As used in this Article 7, the
following terms shall have the following meanings:

               (i)  "Related Corporation" shall mean any corporation which
together with its affiliates and associated persons owns or has presently
exercisable rights to acquire, as of the record date for the determination of
stockholders entitled to vote on the transaction in question, of record or
beneficially, directly or indirectly, 10% or more of the outstanding shares of
capital stock of the Corporation entitled to vote on such transaction;

               (ii)  An "affiliate" of a Related Corporation shall mean any
individual, partnership, joint venture, trust, corporation or other entity
which, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such Related Corporation;

               (iii)  An "associated person" of a Related Corporation shall
mean any beneficial owner, directly or indirectly, of 10% or more of any class
of equity security of such Related Corporation or any of its affiliates; and

               (iv)  A "disinterested member" shall refer to a director who is
not a director, officer, associated person, or affiliate of a Related
Corporation or of an affiliate (other than the Corporation or any of its
subsidiaries) of a Related Corporation, and who is not a nominee of such a
director, officer, associated person, or affiliate of a Related Corporation.

               Any determination made in good faith by the Board of Directors,
on the basis of information at the time

<Page>

available to it, as to whether any corporation is a Related Corporation or
whether any person is an affiliate or an associated person of a Related
Corporation, shall be conclusive and binding for all purposes of this Article 7.

               This Article 7 shall not be altered, amended or repealed, and no
amendment of this Certificate of Incorporation inconsistent with any provision
of this Article 7 shall be adopted, unless the holders of at least 66-2/3% of
the outstanding shares of capital stock of the Corporation entitled to vote
thereon, shall have approved such alteration, amendment, repeal or adoption.

          8.   AMENDMENTS.  Subject to Article 7, the Corporation reserves the
right to amend and repeal any provision contained in this Certificate of
Incorporation in the manner prescribed by the laws of the State of Delaware. All
rights herein conferred are granted subject to this reservation.

          9.   ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS.  A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit.  Any repeal or
modification of the preceding sentence by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

          10.  INDEMNIFICATION AND INSURANCE.

               (a)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director, officer or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be

<Page>

indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; PROVIDED, HOWEVER, that,
except as provided in paragraph (b) hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation.  The right to indemnification conferred in this
Article shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); PROVIDED,
HOWEVER, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking, by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such indemnitee is not entitled to be indemnified
for such expenses under this Article or otherwise (hereinafter an
"undertaking").

               (b)  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under
paragraph (a) of this Article is not paid in full by the Corporation within
sixty days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim.  If
successful in whole or in part in any such suit or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit.  In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) any suit by the Corporation to recover an advancement of
expenses pursuant to the terms of

<Page>

an undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law.  Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to
enforce a right hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified or to such advancement of expenses
under this Article or otherwise shall be on the Corporation.

               (c)  NON-EXCLUSIVITY OF RIGHTS.  The rights to indemnification
and to the advancement of expenses conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

               (d)  INSURANCE.  The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

               (e)  INDEMNIFICATION OF AGENTS OF THE CORPORATION.  The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any agent of the Corporation to the fullest extent of the provisions of this
Article with respect to the indemnification and advancement of expenses of
directors, officers and employees of the Corporation.

          IN WITNESS WHEREOF, Robert Half International Inc. has caused this
Restated Certificate of Incorporation to be signed by its Senior Vice
President and attested by its Secretary this 15th day of May, 2001.

<Page>

                                        ROBERT HALF INTERNATIONAL INC.




                                       By  /s/ ROBERT W. GLASS
                                          -----------------------
                                       Name:  Robert W. Glass
                                       Title: Senior Vice President


Attest:
By  /s/STEVEN KAREL
   -------------------
Name:  Steven Karel
Title: Secretary


</TEXT>
</DOCUMENT>
</SUBMISSION>
