20
15
AN N UAL
R E P O R T
2 2015 ANNUAL REPORT | ROBERT HALF
ROBERT HALF
Founded in 1948, Robert Half is traded on the New York Stock
Exchange (symbol: RHI) and is a member of the S&P 500 Index.
For more than 65 years, Robert Half has helped companies find the
professionals they need to fuel their growth, while providing skilled
job candidates with exceptional career opportunities. We are the
world’s first and largest specialized staffing firm, with operations in
18 countries and a place on FORTUNE magazine’s “Most Admired
Companies” list for the past 18 consecutive years.
Robert Half staffing divisions place experienced professionals with
businesses on a temporary, project and full-time basis:
Accountemps® places temporary employees
in accounting and finance.
Robert Half® Technology places
information technology professionals.
Robert Half® Finance & Accounting places
full-time employees in accounting and finance.
Robert Half® Legal places legal personnel
and provides consulting solutions.
Robert Half® Management Resources
places senior-level project professionals in
accounting and finance.
The Creative Group® places professionals
in design, marketing, advertising and
public relations.
OfficeTeam® places temporary administrative
support personnel.
Protiviti®
Robert Half is the parent company of Protiviti, a global consulting firm that helps companies
solve problems in finance, technology, operations, governance, risk and internal audit. Protiviti
and its independently owned Member Firms serve clients through a network of 75 locations in
25 countries.
Protiviti has served more than 60 percent of FORTUNE 1000 and 35 percent of FORTUNE
Global 500 companies. The firm also works with smaller, growing companies, including
those looking to go public, as well as with government agencies. Named one of the 2016
FORTUNE 100 Best Companies to Work For, Protiviti is a wholly owned subsidiary of Robert Half.
3 2015 ANNUAL REPORT | ROBERT HALF
SELECTED FINANCIAL DATA
(in millions, except per share amounts)
YEARS ENDED DEC 31,
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
INCOME
STATEMENT DATA:
Net service revenues $ 5,094.9 $ 4,695.0 $ 4,245.9 $ 4,111.2 $ 3,777.0 $ 3,175.1 $ 3,036.5 $ 4,600.6 $ 4,645.7 $ 4,013.5 $ 3,338.4
Net income
$ 357.8 $ 305.9 $ 252.2 $ 209.9 $ 149.9 $
66.1 $
37.3 $ 250.2 $ 296.2 $ 283.2 $ 237.9
Diluted net income
per share
$
2.69 $
2.26 $
1.83 $
1.50 $
1.04 $
.44 $
.24 $
1.59 $
1.78 $
1.62 $
1.35
Diluted shares
132.9
135.5
137.6
139.4
141.8
144.0
146.6
152.5
162.6
170.6
173.7
Cash dividends
declared per share
CASH FLOW DATA:
Net cash flows
provided by
operating activities
$
.80
$
.72
$
.64
$
.60
$
.56
$
.52
$
.48
$
.44
$
.40
$
.32
$
.28
$ 438.2
$ 340.7
$ 309.2
$ 289.2
$ 256.3
$ 175.9
$ 240.2
$ 447.1
$ 411.2
$ 376.2
$ 327.5
Capital expenditures $
75.1 $
62.8 $
53.7 $
50.1 $
56.5 $
35.1 $
41.2 $
73.4 $
83.8 $
80.4 $
61.8
BALANCE SHEET
DATA AT YEAR-END:
Total assets
$ 1,703.0 $ 1,647.3 $ 1,490.3 $ 1,381.3 $ 1,311.8 $ 1,274.0 $ 1,283.5 $ 1,411.9 $ 1,450.3 $ 1,459.0 $ 1,318.7
Debt financing
$
1.2 $
1.3 $
1.4 $
1.5 $
1.7 $
1.8 $
1.9 $
2.0 $
4.1 $
4.2 $
3.1
Stockholders’ equity
$ 1,003.8 $ 979.9 $ 919.6 $ 842.0 $ 800.5 $ 834.4 $ 899.8 $ 983.9 $ 984.0 $ 1,042.7 $ 970.9
4 2015 ANNUAL REPORT | ROBERT HALF
REVENUES (IN MILLIONS)
$5,000
$5,000
$4,000
$4,000
$3,000
$3,000
$2,000
$2,000
$1,000
$1,000
$0
$0
2
0
0
2
5
0
0
5
2
0
0
2
6
0
0
6
2
0
0
2
7
0
0
7
2
0
0
2
8
0
0
8
2
0
0
2
9
0
0
9
2
0
1
2
0
0
1
0
2
0
1
2
1
0
1
1
2
0
1
2
2
0
1
2
2
0
1
2
3
0
1
3
2
0
1
2
4
0
1
4
2
0
1
2
5
0
1
5
NET INCOME (IN MILLIONS)
$400
$400
$300
$300
$200
$200
$100
$100
$0
$0
5 2015 ANNUAL REPORT | ROBERT HALF
2
0
0
2
5
0
0
5
2
0
0
2
6
0
0
6
2
0
0
2
7
0
0
7
2
0
0
2
8
0
0
8
2
0
0
2
9
0
0
9
2
0
1
2
0
0
1
0
2
0
1
2
1
0
1
1
2
0
1
2
2
0
1
2
2
0
1
2
3
0
1
3
2
0
1
2
4
0
1
4
2
0
1
2
5
0
1
5
FINANCIAL
HIGHLIGHTS
19% 5.1
BILLION
2015 DILUTED
EARNINGS PER
SHARE GROWTH
TOTAL 2015
REVENUES
29%
2015 INCREASE IN
CASH FLOW FROM
OPERATIONS
36%
2015 RETURN
ON EQUITY
6 2015 ANNUAL REPORT | ROBERT HALF
7 2015 ANNUAL REPORT | ROBERT HALF
TO OUR STOCKHOLDERS
Robert Half had an outstanding year in 2015.
We reported record levels of net service
revenues, net income and diluted earnings
per share. Full-year revenues reached
$5.1 billion, a 9 percent increase over the
prior year. Revenue growth was 12 percent
after eliminating the dampening effects
of translating foreign currencies into U.S.
dollars. Net income of $358 million was
17 percent ahead of the prior year.
All three of our reportable segments
improved operating profitability during the
year. Diluted earnings per share of $2.69
was 19 percent higher year over year on 1.9
percent fewer shares outstanding. The final
quarter of 2015 was our 23rd consecutive
quarter of year-over-year, double-digit
percentage growth in both net income and
diluted earnings per share.
theoretical full employment. We are seeing
other signs of labor market tightening. Initial
jobless claims are approaching a 42-year
low, and a growing number of professional
occupations have unemployment rates that
are less than half of the overall U.S. rate.
Over the years, we have found that employers
place a higher value on our services at times
like these when demand for labor outstrips
supply. Under these conditions, we tend to
enjoy greater pricing flexibility. Robert Half has
nearly seven decades of experience in specialty
staffing. That long history makes us a unique
resource for employers looking to staff positions
in any economy, but especially in today’s
challenging labor market conditions. We excel
at matching hard-to-find professionals with the
right positions, whether on a temporary or full-
time basis. It is what we do best.
The recovery from the 2008–2009 economic
recession has been the most tepid of the 11
U.S. economic recoveries that have occurred
since the end of World War II. Last year’s 2.4
percent growth in U.S. real gross domestic
product (GDP) just matched that of 2014.
One highlight of the 2015 macroeconomic
environment of particular interest to us,
however, was the continued strength of the
employment market. Labor market conditions
were healthy throughout the year, even with
sharply lower oil prices that led to job cuts in
energy-dependent industries and geographies.
In 2015, U.S. employers added 2.7 million
jobs — an average of 221,000 per month.
The U.S. unemployment rate has continued
to drift down and is currently at 4.9 percent, a
rate that many economists believe is near
The temporary help industry continues to
increase its presence in global labor markets.
At year-end 2015, temporary workers had
grown to represent a record 2.06 percent of
the total domestic workforce. The percentage
penetration is significantly higher in many
overseas countries where labor laws often are
more extensive and stringent. The U.S. trend
toward more encompassing labor laws and
regulations, including evolving healthcare
initiatives, suggests there could be an even
more prominent role for flexible staffing in the
future in this country. Employers increasingly
recognize the value that flexible staffing can
bring to managing total labor costs. The
staffing industry is in a good position to help
employers navigate through an increasingly
complex regulatory environment.
Employers
increasingly
recognize
the value
that flexible
staffing can
bring to
managing
total labor
costs.
8 2015 ANNUAL REPORT | ROBERT HALF
Chairman and Chief
Executive Officer
Harold M. Messmer, Jr.
(left); Vice Chairman,
President and Chief
Financial Officer
M. Keith Waddell.
The pace of international economic recovery
in 2015 generally trailed that of the United
States. Our non-U.S. performance reflected the
slower recovery in many countries. Reported
non-U.S. revenue declined 8 percent from
2014; however, adjusting for the effect of
foreign currency translation into U.S. dollars,
international revenues actually increased by 8
percent. Non-U.S. revenues were 19 percent of
last year’s total. We had solid performance in
our operations in Germany, the United Kingdom
and Belgium, which reflected improving labor
markets in those countries. Led by Protiviti, our
foreign operations posted improved profitability
despite the decline in reported revenues.
Though foreign currency translation pressures
moderated our performance, Robert Half
showed the ability to make good progress
overseas under a range of market conditions.
Protiviti had an excellent year, with year-over-
year revenue growth of 21.8 percent on a
constant-currency basis and a record-high
$96 million in operating income. Protiviti’s
heritage in risk management and internal audit
provides a solid platform for an expanded and
diversified mix of consulting services. Protiviti’s
consulting solutions now include business
performance improvement, internal audit and
financial advisory, IT consulting, restructuring
and litigation, risk and compliance, data
management, and transaction services.
Demand for Protiviti’s internal audit services is
resulting in part from more stringent oversight of
internal control over financial reporting (ICFR).
Regulators now selectively inspect the work
of larger public accounting firms on a regular
basis in an effort to identify audit weaknesses,
including inadequacies in the assessment of
ICFR. The inspections often result in the need
to improve the effectiveness of control systems.
Protiviti has a core strength in the internal audit
function, which ideally positions the business to
help clients design and implement these systems
and process improvements.
Protiviti’s IT practice is enjoying a surge in
demand tied to an increased focus on data
security and privacy. High-profile security
breaches have heightened demand for
enhancements to IT controls and increased the
need for new systems implementation. Our risk
and compliance practice is benefiting from a
stricter regulatory environment, particularly in
the financial services industry, which is driving
interest in a wide range of solutions. Established
just 14 years ago, Protiviti has developed a
respected and widely recognized brand and a
loyal client following.
9 2015 ANNUAL REPORT | ROBERT HALF
Our consistent focus on
innovation is designed
to drive efficiencies,
improve service levels
and increase our speed
to market.
10 2015 ANNUAL REPORT | ROBERT HALF
A STRONG FINANCIAL POSITION
Our financial position is solid. We believe this
financial strength reflects the cash-generating
characteristics of our business, as well as a
relatively small investment in long-term assets.
From a financial perspective, our business is
primarily about managing working capital.
Cash provided by operating activities in
2015 was $438 million, up 29 percent from
the prior year. We used the funds generated
last year and a part of the beginning cash
balance to: 1) fund capital expenditures;
2) pay cash dividends to stockholders; and
3) purchase shares in the open market.
Last year’s capital expenditures totaled $75
million. Even though last year’s spending
outlay was the largest in nine years, it still
remained at just 1.5 percent of annual
revenues, a level in line with historical
experience. The majority of expenditures were
for investments in software and technology
infrastructure. Key projects included
upgrading our enterprise resource planning
system and transitioning to our global, cloud-
based customer relationship management
platform. A significant amount of recent
years’ software spending also went to
internally developed technology solutions. We
expect spending on these proprietary systems
to moderate in the near term. Hardware
outlays last year were aimed at providing
mobile technology to our staff, improving
data networks and upgrading other systems.
Although amounts will vary yearly, you can
expect us to continue spending on technology
innovation. The proliferation of the Internet
and social networking vehicles has ushered
in significant changes for the staffing industry.
Employers and job candidates want greater
flexibility and more choices in how they work
with staffing firms. We believe more strongly
than ever that it is vital to our future growth
to develop and implement industry-leading
technology solutions that meet the changing
dynamics of the digital world of today
and tomorrow.
and have amassed expertise that we believe
is unmatched in the industry segments we
serve. We are combining these strengths with
an IT infrastructure that gives our employees
the most effective tools and resources. We
are also making ongoing investments in
technology innovation that incorporates data
science and analytics to dramatically improve
our candidate match capabilities. Our
consistent focus on innovation is designed
to drive efficiencies, improve service levels
and increase our speed to market. The
pace of business is faster than ever, and
business innovation is an essential part of
our commitment to further improve our ability
to identify, match and prioritize business
leads for our internal staff — all with the aim
of meeting and exceeding our client and
candidate expectations.
Protiviti completed a small acquisition in
2015 to support its business intelligence and
advanced analytics practice. Although we
are often presented with opportunities, we
make few acquisitions, preferring instead
to grow organically. But from time to time
we see prospects that meet our demanding
standards. We expect to continue to be
selective and opportunistic in considering
future acquisition candidates.
Free cash flow was $320 million in 2015,
a 27 percent increase over the prior year’s
amount. Free cash flow was $1.2 billion over
the past five years. We have a long history of
returning cash to stockholders through stock
buybacks and cash dividends.
We have repurchased our shares in the open
market every year since 1997. During that
time, purchases have reduced the share
count by 30 percent. Last year, we spent
$228 million to acquire 4.3 million shares
in open market transactions. The board of
directors recently authorized the purchase of
an additional 10 million shares, increasing
the total to 10.4 million shares to be executed
in this year and beyond. To put that amount
in context, we concluded 2015 with 131.2
million shares outstanding.
Our investments in technology reflect a long-
term view. We pioneered specialized staffing
We initiated a cash dividend back in 2004
and last year paid a $0.20 per share
11 2015 ANNUAL REPORT | ROBERT HALF
quarterly dividend for a total outlay of
$108 million. The board recently upped the
quarterly payout to $0.22 per share, marking
the 11th consecutive year we have raised the
dividend. Cash dividend distributions have
compounded at a 12 percent average annual
rate of growth since 2004.
We ended 2015 with total assets of $1.7 billion,
including cash and equivalents of $225 million.
We remain virtually debt-free. Our largest
asset, accounts receivable, was $705 million
at year-end, or 41 percent of total assets. We
pay close attention to accounts receivable
because of the importance of that asset. Last
year’s average days sales outstanding (DSO)
was 49.7, calculated for the full year, which is
in line with our historical averages. Our return
on average equity in 2015 was 36 percent;
the comparable ratio for the past 20 years
was an average of 25 percent. In both cases,
the returns were produced with negligible use
of financial leverage.
GROWTH PROSPECTS AHEAD
We enter 2016 optimistic about our future
prospects. In the short term, the consensus
among economists is that current economic
expansion is likely to continue at its measured
pace. In fact, we see little evidence of
an imminent slowdown in the economic
indicators we monitor. Still, we are realistic
in recognizing the nature of our industry is
such that it carries limited near-term visibility.
And we are prepared to moderate expansion
plans should conditions change.
From a longer-term view, we operate in
an appealing market with solid long-term
demographics. Economic trends are in our
favor, and there is a widening skills gap in a
number of our professional specialty areas
that has many employers struggling to find
needed talent. Collectively, these factors
present us with growth opportunities that
Robert Half is well-positioned to pursue.
We have decades of experience in our
industry, reflecting an unparalleled level
of expertise, insight and staying power. We
have a solid balance sheet with ample liquidity
and financial flexibility. Our financial strength
provides us with the ability to make prudent
investments to support organic growth and the
occasional acquisition. Our powerful brand
names are the product of decades of efforts to
establish and strengthen them.
We provide valuable services across the
industries we serve. And we have a proven
strategy to drive organic growth while preserving
the service-driven corporate culture that has
long been the cornerstone of our success.
As we move ahead, we will continue to marshal
these strengths to fortify our leadership position
and capture additional market share in all of
our business segments.
None of our success would be possible
without the guidance of a time-tested veteran
management team, backed by skilled and
dedicated employees. We want to express
our sincere appreciation for their many
contributions and our confidence in their talent
and passion moving forward.
We would also like to thank our board of
directors for their ongoing strategic counsel.
This year, we are pleased to welcome our
newest board member, Marc H. Morial, an
accomplished executive and attorney who is
the President and Chief Executive Officer of the
National Urban League and the former Mayor
of New Orleans. And, as always, our gratitude
extends to you — our valued stockholders — for
your continued support of our business objectives.
Respectfully submitted,
Harold M. Messmer, Jr.
M. Keith Waddell
Chairman and
Chief Executive Officer
Vice Chairman, President
and Chief Financial Officer
March 23, 2016
March 23, 2016
12 2015 ANNUAL REPORT | ROBERT HALF
MARKET SPECIALIZATION
DELIVERING SPECIALIZED STAFFING AND CONSULTING SOLUTIONS
Our business is built on a commitment to specialization, and as a result, each of our staffing businesses is
dedicated to serving a specific market segment. We operate three separate accounting and finance staffing
divisions, and we are the global leader in this field. We also operate business units that specialize in staffing
for the administrative, information technology, legal, and marketing and creative fields. In addition to staffing,
we provide global business consulting services in the areas of internal audit and financial advisory, risk and
compliance, and information technology through our Protiviti subsidiary.
Following is a description of our primary business units:
Percentage of consolidated
global revenues
ACCOUNTEMPS
33.7%
33.7%
33.7%
11.5%
11.5%
11.5%
8.2%
8.2%
8.2%
13 2015 ANNUAL REPORT | ROBERT HALF
19.1%
19.1%
Accountemps specializes in the placement of temporary accounting,
finance and bookkeeping personnel. Established in 1973, Accountemps
is the most recognized name in temporary accounting staffing; it is our
largest business unit. In 2015, Accountemps generated revenues of $1.7 billion,
representing 33.7 percent of Robert Half’s consolidated total revenues for
the year and reflecting an increase of 9.3 percent compared with 2014 on
a constant-currency basis. This growth was fueled by the low unemployment
rate in Accountemps’ specialty areas and the expanding use of temporary
workers in the United States.
19.1%
ROBERT HALF MANAGEMENT RESOURCES
Robert Half Management Resources focuses on placing senior-level
accounting and finance professionals on a project basis, often for
long-term assignments. Launched in 1997, Robert Half Management
Resources delivered revenues of $584 million in 2015, accounting for 11.5
percent of Robert Half’s consolidated total and reflecting a year-over-year
growth rate of 8.5 percent on a constant-currency basis. Robert Half
Management Resources often collaborates with Protiviti to provide staffing
support for Protiviti projects, enabling the delivery of complete, turnkey staffing
and consulting solutions to our clients — a synergy unique in our industry.
12.9%
12.9%
12.9%
ROBERT HALF FINANCE & ACCOUNTING
Robert Half Finance & Accounting places specialized personnel in
full-time positions within the accounting, finance, tax and accounting
operations fields. Our flagship business, Robert Half Finance & Accounting,
was founded in 1948 and remains the most recognizable and respected name
in financial recruitment. In 2015, the tightening labor market continued to
place a premium on professional talent, heightening competition for skilled
workers. As the financial staffing leader, Robert Half Finance & Accounting
excels at recruiting hard-to-find candidates. In 2015, we leveraged this
expertise to produce revenues of $421 million, an increase of 11.7 percent
on a constant-currency basis compared with 2014, or 8.2 percent of the
consolidated total revenues for the year.
14.6%
14.6%
14.6%
33.7%
33.7%
33.7%
11.5%
11.5%
11.5%
8.2%
8.2%
8.2%
Percentage of consolidated
global revenues
OFFICETEAM
19.1%
19.1%
19.1%
12.9%
12.9%
12.9%
14.6%
14.6%
14.6%
OfficeTeam provides temporary administrative staff for a wide range
of roles, from executive and administrative assistants to receptionists
and customer service representatives. Established in 1991, OfficeTeam
serves the scope of temporary administrative staffing needs. In 2015,
OfficeTeam had revenues of $974 million, representing 19.1 percent of the
company’s consolidated total and reflecting a 9.6 percent growth rate from
the prior year on a constant-currency basis. We expect this growth pace to
continue as the economy recovers at a measured pace, prompting many
companies to add administrative staff. OfficeTeam’s specialized, service-driven
approach and emphasis on skilled professionals within its segment position the
business to continue to excel.
ROBERT HALF TECHNOLOGY
Robert Half Technology provides information technology support
and development professionals. Launched in 1994, Robert Half
Technology has rapidly grown to be a highly regarded name in the technology
sector. This unit delivered excellent performance in 2015, posting revenues
of $657 million, which represented 12.9 percent of the consolidated total
and reflected a growth rate of 15.7 percent on a constant-currency basis
compared with 2014. Technology is the most supply-constrained area we
serve, and we have invested steadily in this division over the past two years,
adding skilled personnel who have helped accelerate its growth. We believe
Robert Half Technology has significant potential to capture further market share
by expanding its presence in the areas of technical support and technology
development, as well as by continuing to partner with our other divisions to
provide a wide array of specialized staffing and consulting solutions.
PROTIVITI
Protiviti delivers global consulting services in the areas of finance,
technology, operations, governance, risk and internal audit. Launched
in May 2002, Protiviti is highly respected in the marketplace and has developed
a loyal and expanding client base. Protiviti has served 60 percent of FORTUNE
1000 and 35 percent of FORTUNE Global 500 companies, as well as a
growing roster of government agencies and small to midsize companies that
are seeking growth opportunities. Protiviti collaborates with its network of
independently owned Member Firms to serve clients through 75 locations
across 25 countries. Protiviti gathered momentum throughout 2015, delivering
full-year revenues of $743 million, an increase of 21.8 percent on a constant-
currency basis compared with 2014. This business now accounts for 14.6
percent of Robert Half’s consolidated total revenues. Protiviti has an excellent
growth outlook based on multiple factors favorably influencing service demand.
These include an intensifying regulatory environment and increased need for
data security measures, among others. In 2016, Protiviti was again named one
of the FORTUNE 100 Best Companies to Work For.
14 2015 ANNUAL REPORT | ROBERT HALF
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
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
(State or other jurisdiction of
incorporation or organization)
2884 Sand Hill Road, Menlo Park, California
(Address of principal executive offices)
94-1648752
(I.R.S. Employer
Identification No.)
94025
(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
Common Stock, Par Value $.001 per Share
Name of each exchange
on which registered
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
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
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
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes
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
Accelerated filer
Indicate by check mark whether the registrant is a shell company.
Non-accelerated filer
No
Yes
Smaller reporting company
As of June 30, 2015, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately
$7,212,071,210 based on the closing sale price on that date. This amount excludes the market value of 4,552,507 shares of Common
Stock directly or indirectly held by registrant’s directors and officers and their affiliates.
As of January 31, 2016, there were 131,156,828 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 2016, 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.
RHI 10K 2015 FINAL.CG2.indd 63
3/14/16 9:45 AM
2015 ANNUAL REPORT | ROBERT HALF
Item 1. Business
PART I
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 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 interactive
media, design, and marketing 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 that
firm. 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 Accountemps temporary services division offers customers a reliable and economical means of dealing with uneven
or peak workloads for accounting, finance, and bookkeeping 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
Accountemps temporaries. The temporary workers are employees of Accountemps and are paid by Accountemps. The customer
pays a fixed rate only for hours worked.
Accountemps clients may fill their regular employment needs by using an Accountemps employee 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 OfficeTeam division, which commenced operations in 1991, places temporary and full-time office and
administrative personnel, ranging from executive and administrative assistants to receptionists and customer service
representatives. OfficeTeam operates in much the same fashion as the Accountemps division.
Robert Half Finance & Accounting
Established in 1948, the Company’s first division and specialized recruitment pioneer Robert Half Finance & Accounting
specializes in the placement of full-time accounting, financial, tax and accounting operations personnel. Fees for successful
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2015 ANNUAL REPORT | ROBERT HALF 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 web development, networking, application development, systems
integration, database design, security and business continuity, and desktop 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 Legal division. The legal profession’s requirements (the need for
confidentiality, accuracy and reliability, a strong drive toward cost-effectiveness, and frequent peak caseload periods) are
similar to the demands of the clients of the Accountemps division. Robert Half Legal offers a full suite of legal staffing and
consulting services to help organizations manage constantly changing workloads and access expertise across in-demand legal
practice areas.
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,
senior financial analysts, internal auditors, and business systems analysts for such tasks as financial systems conversions,
expansion into new markets, business process reengineering, business systems performance improvement, and post-merger
financial consolidation.
The Creative Group
The Creative Group division commenced operations in 1999 and specializes in identifying for its clients creative
professionals in the areas of interactive media, design, marketing, advertising and public relations. The division places
freelance and project consultants in a variety of positions such as creative directors, graphics designers, web content
developers, web designers, media buyers, brand managers, and public relations specialists.
Protiviti
Protiviti is a global consulting firm that helps companies solve problems in finance, technology, operations, governance,
risk and internal audit. Through its risk management and internal audit heritage, Protiviti has gained unique perspectives on the
challenges faced by its clients. Protiviti uses these perspectives not only to solve regulatory, risk and compliance problems, but
also to help clients become more effective and productive. Protiviti provides solutions to its clients in areas such as business
performance improvement, internal audit and financial advisory, IT consulting, restructuring and litigation, risk and
compliance, and transaction services.
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, digital, search engine marketing, social media, websites, job boards, and trade shows. Direct
marketing through e-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, streaming audio, digital display, search engine
marketing, social media amplification, and advertisements in national digital and print news publications, websites, social
media sites, and trade publications. Additionally, the Company has expanded its use of job boards and aggregators 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 e-mail campaigns, and similar promotional
activities. The Company also actively seeks endorsements and affiliations with professional organizations in the business
management, technology, office administration, and professional secretarial fields. In addition, the Company conducts public
relations activities designed to enhance public recognition of the Company and its services. This includes outreach to
journalists, bloggers and social media influencers, and the distribution of thought leadership via print, video, corporate-
maintained social media sites and other online properties. Robert Half staffing and recruiting professionals are encouraged to be
active in civic organizations and industry trade groups in their local communities.
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2015 ANNUAL REPORT | ROBERT HALF 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 programs to share its insights
with clients on current corporate governance and risk management issues. It conducts public relations activities, such as
distributing press releases, white papers, case studies 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 relevant social media communities, 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 San
Ramon, 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, 2015, the Company conducted its staffing services operations through 332 offices
in 42 states, the District of Columbia and 17 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 San Ramon and Menlo Park, California. As of
December 31, 2015, Protiviti had 56 offices in 23 states and 11 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.
Employees
The Company has approximately 16,100 full-time employees, including approximately 3,300 engaged directly in
Protiviti operations. In addition, the Company placed approximately 220,000 temporary employees on assignments with clients
during 2015. 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 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
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2015 ANNUAL REPORT | ROBERT HALF 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.roberthalf.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 economic downturn may continue to harm the Company’s business and financial condition. Many of the
Company’s markets, particularly in Europe, are currently experiencing 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 this downturn continue for an extended period of
time or intensify. 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. The impact of this downturn on the Company’s business could be
further dramatized given the severe impact it has had and may continue to have on the global labor markets.
Any reduction in global economic activity may harm the Company’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’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. The
Company depends on its reputation and name recognition to secure engagements and to hire qualified employees and
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 or are believed to have engaged 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 and certain subsidiaries are defendants in several lawsuits that could cause the Company to incur
substantial liabilities. The Company and certain subsidiaries are defendants in several actual or asserted class and
representative action lawsuits brought by or on behalf of the Company’s current and former employees alleging violations of
federal and state law with respect to certain wage and hour related matters, as well as claims challenging the Company’s
compliance with the Fair Credit Reporting Act. The various claims made in one or more of such lawsuits include, among other
things, the misclassification of certain employees as exempt employees under applicable law, failure to comply with wage
statement requirements, failure to compensate certain employees for time spent performing activities related to the interviewing
process, and other related wage and hour violations. Such suits seek, as applicable, unspecified amounts for unpaid overtime
compensation, penalties, and other damages, 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
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2015 ANNUAL REPORT | ROBERT HALF 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. In addition,
an unfavorable outcome in one or more of these cases could cause the Company to change its compensation plans for its
employees, which could have a material adverse effect upon the Company’s business.
The Company faces risks in operating internationally. The Company depends on operations in international markets,
including Europe, for a significant portion of its business. The European market has been experiencing on-going economic
uncertainty which has adversely affected, and may continue to adversely affect, the Company’s operations in Europe. To the
extent that these adverse economic conditions in Europe continue or worsen, demand for the Company’s services may decline,
which could significantly harm its business and results of operations. In addition, 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 strengthens relative to other currencies, the Company’s
reported income from these operations could decrease. The value of the U.S. dollar has recently strengthened considerably
against a number of major foreign currencies, and a continuation or extension of this strength relative to these other currencies
could adversely impact the Company’s reported income from its international markets and cause its revenue in such markets,
when translated into U.S. dollars, to decline.
Government regulations may result in prohibition or restriction of certain types of employment services or the imposition
of additional licensing or tax requirements that may reduce the Company’s future earnings. In many jurisdictions in which the
Company operates, the employment services industry is heavily regulated. For example, governmental regulations in some
countries restrict the length of contracts and the industries in which the Company’s employees may be used. In other countries,
special taxes, fees or costs are imposed in connection with the use of its employees. Additionally, trade unions in some
countries have used the political process to target the industry, in an effort to increase the regulatory burden and expense
associated with offering or utilizing temporary staffing solutions.
The countries in which we operate may, among other things:
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create additional regulations that prohibit or restrict the types of employment services that the Company
currently provides;
require new or additional benefits be paid to the Company’s employees;
require the Company to obtain additional licensing to provide employment services; or
increase taxes, such as sales or value-added taxes, payable by the providers of temporary workers.
Any future regulations may have a material adverse effect on the Company’s business and financial results because they
may make it more difficult or expensive for the Company to continue to provide employment services. Additionally, as the
Company expands existing service offerings, adds new service offerings, or enters new markets, it may become subject to
additional restrictions and regulations which may impede its business, increase costs and impact profitability.
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 business and 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 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
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2015 ANNUAL REPORT | ROBERT HALF 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 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.
In many cases, the Company has agreed to indemnify its clients in respect of these types of claims. 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 sufficient
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 in the U.S. 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. In addition, to the extent that government regulation imposes increased costs upon the
Company, such as unemployment insurance taxes, there can be no assurance that such costs will not adversely impact the
Company’s profit margins. Further, lawsuits or other proceedings related to the Company’s compliance with government
regulations or licensing requirements could materially adversely affect the Company. For example, the Company is currently
named as a defendant in litigation challenging its compliance with the Fair Credit Reporting Act. It is not possible to predict
the outcome of such litigation; however, such litigation or any future lawsuits or proceedings related to the Company’s
compliance with government regulation or licensing requirements could consume substantial amounts of the Company’s
financial and managerial resources and might result in adverse publicity, regardless of the ultimate outcome of any such
lawsuits or other proceedings. An unfavorable outcome with respect to such litigation or any future lawsuits or proceedings
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.
Health care reform could increase the costs of the Company’s temporary staffing operations. In March 2010, the Patient
Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (the “PPACA”) was signed
into law in the United States. The PPACA imposed new mandates on individuals and employers, requiring most individuals to
have health insurance and, beginning in 2015, assessing penalties on large employers that do not offer health insurance that
meets certain coverage, value, or affordability standards. Beginning 2015, the Company has redesigned its employee benefits to
offer health insurance coverage to its temporary candidates in a way that it believes meets the requirements of the PPACA’s
employer mandate. Providing such additional health insurance benefits and an increase in the number of employees who elect
to participate in the Company’s health plans may significantly increase the Company’s health care-related costs as compared to
historical periods. While the Company is attempting to recover these costs from its customers, there can be no assurance that it
will be successfully able to do so, and any difficulties it encounters in recovering such costs will cause its financial results to
suffer.
In addition, because the regulations governing the PPACA’s employer mandate are new and subject to interpretation, it is
possible that despite the Company’s efforts, the Company may incur liability in the form of penalties, fines, or damages if:
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the health plans offered to temporary candidates are subsequently found not to meet minimum essential
coverage, affordability or minimum value standards;
the Company’s method for determining eligibility for coverage is found inadequate; or
the Company’s clients seek indemnification for health care claims by candidates working on client assignments.
The cost of any such penalties, fines, or damages could have a material adverse effect on the Company’s financial and
operating results.
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2015 ANNUAL REPORT | ROBERT HALF 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, some of which
are managed by third-party vendors. 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 and those of the Company’s vendors. In particular, the Company’s
employees or vendors may have access or exposure to personally identifiable or otherwise confidential information and
customer data and systems, the misuse of which could result in legal liability. Cyber-attacks, including attacks motivated by
grievances against the business services industry in general or against the Company in particular, may disable or damage its
systems. It is possible that the Company’s security controls or those of its third-party vendors over personal and other data and
other practices it follows may not prevent the improper access to or disclosure of personally identifiable or otherwise
confidential information. Such disclosure or damage to the Company’s systems could harm its reputation and subject it to
government sanctions and liability under its contracts and laws that protect personal data and confidential information, resulting
in increased costs or loss of revenue. The potential risk of security breaches and cyber-attacks may increase as the Company
introduces new service offerings.
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 Company’s results of operations and ability to grow could be materially negatively affected if it cannot successfully
keep pace with technological changes in the development and implementation of its services. The Company’s success
depends on its ability to keep pace with rapid technological changes in the development and implementation of its services. The
Company’s business is reliant on a variety of technologies, including those which support hiring and tracking, order
management, billing, and client data analytics. If the Company does not sufficiently invest in new technology and industry
developments, appropriately implement new technologies, or evolve its business at sufficient speed and scale in response to
such developments, or if it does not make the right strategic investments to respond to these developments, the Company’s
services, results of operations, and ability to develop and maintain its business could be negatively affected.
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. For example, the Jumpstart Our
Business Startup (“JOBS”) Act signed into law in April of 2012 allows most companies going public in the U.S. to defer
implementation of some of the provisions of Sarbanes-Oxley for up to five years after their initial public offering. Similarly
there are a number of proposals currently being considered by the U.S. Congress to further delay or, in some cases, remove the
requirements of Sarbanes-Oxley for a number of public companies. These or other similar delays or modifications of the
Sarbanes Oxley requirements could decrease demand for Protiviti’s 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. Additionally, the Company’s clients will frequently enter into non-exclusive arrangements
with several firms, which the client is generally able to terminate on short notice and without penalty. The nature of these
arrangements further exacerbates the difficulty in predicting our future results.
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 qualified, skilled 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,
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2015 ANNUAL REPORT | ROBERT HALF price of services and depth of skills of personnel, there can be no assurance that Protiviti will be successful in attracting and
retaining clients or be able to maintain the technology, personnel and other requirements to successfully compete.
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 San Ramon, California. As of December 31, 2015,
placement activities were conducted through 332 offices located in the United States, Canada, the United Kingdom, Belgium,
Brazil, France, the Netherlands, Germany, Luxembourg, Switzerland, Japan, China, Singapore, Australia, New Zealand,
Austria, the United Arab Emirates, and Chile. As of December 31, 2015, Protiviti had 56 offices in the United States, Canada,
Australia, China, France, Germany, Italy, the Netherlands, Japan, Singapore, India and the United Kingdom. All of the offices
are leased.
Item 3. Legal Proceedings
On April 23, 2010, Plaintiffs David Opalinski and James McCabe, on behalf of themselves and a putative class of
similarly situated Staffing Managers, filed a Complaint in the United States District Court for the District of New Jersey
naming the Company and one of its subsidiaries as Defendants. The Complaint alleges that salaried Staffing Managers located
throughout the U.S. have been misclassified as exempt from the Fair Labor Standards Act’s overtime pay requirements.
Plaintiffs seek an unspecified amount for unpaid overtime on behalf of themselves and the class they purport to represent.
Plaintiffs also seek an unspecified amount for statutory penalties, attorneys’ fees and other damages. On October 6, 2011, the
Court granted the Company’s motion to compel arbitration of the Plaintiffs’ allegations. At this stage, it is not feasible to predict
the outcome of or a range of loss, should a loss occur, from these allegations and, accordingly, no amounts have been provided
in the Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations, and the Company
intends to continue to vigorously defend against the allegations.
On March 13, 2014, Plaintiff Leonor Rodriguez, on her own behalf and on behalf of a putative class of allegedly
similarly situated individuals, filed a complaint against the Company in the Superior Court of California, San Diego County.
The complaint alleges that a putative class of current and former employees of the Company working in California since March
13, 2011 were denied compensation for the time they spent interviewing with clients of the Company as well as performing
activities related to the interview process. Rodriguez seeks recovery on her own behalf and on behalf of the putative class in an
unspecified amount for this allegedly unpaid compensation. Rodriguez also seeks recovery of an unspecified amount for the
alleged failure of the Company to provide her and the putative class with accurate wage statements. Rodriguez also seeks an
unspecified amount of other damages, attorneys’ fees, and statutory penalties, including but not limited to statutory penalties on
behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorney General
Act (“PAGA”). On October 10, 2014, the Court granted a motion by the Company to compel all of Rodriguez’s claims, except
the PAGA claim, to individual arbitration. 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 Company’s 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 March 23, 2015, Plaintiff Jessica Gentry, on her own behalf and on behalf of a putative class of allegedly similarly
situated individuals, filed a complaint against the Company in the Superior Court of California, San Francisco County, which
was subsequently amended on October 23, 2015. The complaint, which was filed by the same plaintiffs’ law firm that brought
the Rodriguez matter described above, alleges claims similar to those alleged in Rodriguez. Specifically, the complaint alleges
that a putative class of current and former employees of the Company working in California since March 13, 2010 were denied
compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as
performing activities related to the interview process. Gentry seeks recovery on her own behalf and on behalf of the putative
class in an unspecified amount for this allegedly unpaid compensation. Gentry also seeks recovery of an unspecified amount for
the alleged failure of the Company to provide her and the putative class with accurate wage statements. Gentry also seeks an
unspecified amount of other damages, attorneys’ fees, and statutory penalties, including penalties for allegedly not paying all
wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved
employees” as defined by PAGA. On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s
8
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2015 ANNUAL REPORT | ROBERT HALF claims, except the PAGA claim, to individual arbitration. 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
Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company
intends to continue to vigorously defend against the litigation.
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. Mine Safety Disclosure
Not applicable.
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2015 ANNUAL REPORT | ROBERT HALF 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, 2016, there were 1,303 holders of record of the Common Stock.
Following is a list by fiscal quarters of the sales prices of the stock:
2015
4th Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3rd Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2nd Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1st Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014
4th Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3rd Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2nd Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1st Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales Prices
High
$ 54.01
$ 58.00
$ 60.54
$ 63.27
Low
$ 44.95
$ 49.18
$ 54.58
$ 55.60
Sales Prices
High
$ 59.45
$ 53.08
$ 48.13
$ 43.06
Low
$ 45.30
$ 46.98
$ 39.57
$ 38.62
Cash dividends of $.20 per share were declared and paid in each quarter of 2015. Cash dividends of $.18 per share were
declared and paid in each quarter of 2014.
Issuer Purchases of Equity Securities
October 1, 2015 to October 31, 2015 . . . . . . . . . . . . . . . . . . .
November 1, 2015 to November 30, 2015 . . . . . . . . . . . . . . .
December 1, 2015 to December 31, 2015 . . . . . . . . . . . . . . .
Total October 1, 2015 to December 31, 2015 . . . . . . . . . . . .
Total
Number of
Shares
Purchased
—
100,000
1,590,345 (a)
1,690,345
Average
Price Paid
per Share
—
50.90
47.22
$
$
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans
—
100,000
1,310,947
1,410,947
Maximum
Number of
Shares that May
Yet Be
Purchased
Under Publicly
Announced
Plans (b)
11,823,541
11,723,541
10,412,594
(a)
Includes 279,398 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) 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 108,000,000 shares have been authorized for repurchase of which
97,587,406 shares have been repurchased as of December 31, 2015.
The remainder of the information required by this item is incorporated by reference to Part III, Item 12 of this Form 10-K.
10
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2015 ANNUAL REPORT | ROBERT HALF
Stock Performance Graph
The following graph compares, through December 31, 2015, the cumulative total return of the Company’s Common
Stock, an index of certain publicly traded employment services companies, and the S&P 500. The graph assumes the investment
of $100 at the beginning of the period depicted in the chart and reinvestment of all dividends. The information presented in the
graph was obtained by the Company from outside sources it considers to be reliable but has not been independently verified by
the Company.
(a)
This index represents the cumulative total return of the Company and the following corporations providing temporary or
permanent employment services: CDI Corp.; Kelly Services, Inc.; Kforce Inc.; ManpowerGroup; and Resources Connection
Inc.
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2015 ANNUAL REPORT | ROBERT HALF
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.
Income Statement Data:
Net service revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Direct costs of services, consisting of
payroll, payroll taxes, benefit costs and
reimbursable expenses . . . . . . . . . . . . . . . . . . . . . . . . .
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
2015
2014
2013
2012
2011
(in thousands)
$5,094,933
$ 4,695,014
$4,245,895
$4,111,213
$3,776,976
2,980,462
2,772,098
2,522,803
2,462,153
2,287,374
2,114,471
1,922,916
1,723,092
1,649,060
1,489,602
Selling, general and administrative expenses. . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . . . . . . . .
Interest income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes. . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,533,799
1,425,734
1,324,815
1,305,614
1,240,184
192
(550)
581,030
223,234
557
(724)
497,349
191,421
1,700
(1,002)
397,579
145,384
398
(1,197)
344,245
134,303
153
(951)
250,216
100,294
$ 357,796
$ 305,928
$ 252,195
$ 209,942
$ 149,922
Net income available to common stockholders—diluted
$ 357,796
$ 305,928
$ 252,192
$ 208,867
$ 147,772
Net Income Per Share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Dividends Declared Per Share. . . . . . . . . . . . . . . . .
$
$
$
Years Ended December 31,
2015
2014
2013
2012
2011
(in thousands, except per share amounts)
2.72
2.69
$
$
2.28
2.26
$
$
1.85
1.83
$
$
1.51
1.50
$
$
1.05
1.04
131,749
132,930
134,358
135,541
136,153
137,589
138,201
139,409
140,479
141,790
.80
$
.72
$
.64
$
.60
$
.56
December 31,
2015
2014
2013
2012
2011
(in thousands)
Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes payable and other indebtedness, less
current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stockholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,702,960
$ 1,647,267
$1,490,271
$1,381,271
$1,311,836
$
1,007
$1,003,781
$
1,159
$ 979,858
$
1,300
$ 919,643
$
1,428
$ 842,011
$
1,545
$ 800,505
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2015 ANNUAL REPORT | ROBERT HALF
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 additional costs the Company will incur as a result of
health care reform legislation may adversely affect the Company’s profit margins or the demand for the Company’s services;
the possibility that the Company’s computer and communications hardware and software systems could be damaged or their
service interrupted; and the possibility that the Company may fail to maintain adequate financial and management controls and
as a result suffer errors in its financial reporting. Additionally, with respect to Protiviti, other risks and uncertainties include the
fact that future success will depend on its ability to retain employees and attract clients; there can be no assurance that there will
be ongoing demand for Sarbanes-Oxley or other regulatory compliance services; failure to produce projected revenues could
adversely affect financial results; and there is the possibility of involvement in litigation relating to prior or current transactions
or activities. Because long-term contracts are not a significant part of the Company’s business, future results cannot be reliably
predicted by considering past trends or extrapolating past results. Further information regarding these and other risks and
uncertainties is contained in Item 1A. “Risk Factors.”
Executive Overview
Demand for the Company’s temporary and permanent staffing services and risk consulting and internal audit services is
largely dependent upon general economic and labor trends both domestically and abroad. Correspondingly, financial results for
the year ended December 31, 2015 were positively impacted by improved global economic conditions, largely driven by
improvements in the United States with more modest growth in the non-U.S. markets we serve. Annual net service revenues
reached $5.09 billion in 2015, an increase of 9% from the prior year. Full-year 2015 net income increased 17% to $358 million
and diluted net income per share increased 19% to $2.69. All three of the Company's operating segments experienced strong
revenue growth, led by Protiviti which increased 22% in 2015 on a same-day, constant-currency basis compared to the last year.
We believe that the Company is well positioned to benefit from the current macroeconomic environment. The United
States economic backdrop during 2015 was generally favorable for the Company as real gross domestic product (GDP) grew
2.4%, while the unemployment rate declined from 5.6% in December 2014 to 5.0% in December 2015. In the United States
2.7 million jobs were added over the course of the year in 2015. A number of professional occupations are nearing full
employment, which is placing pressure on the supply of available talent and increasing our value to clients. The secular demand
for temporary staffing is also ongoing. The use of flexible workers matched an all-time high during 2015, and temporary
employees represented 2.06% of the U.S. workforce as of December 31, 2015.
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2015 ANNUAL REPORT | ROBERT HALF Protiviti has successfully diversified its service offerings, built a loyal and growing client base, and is seeing steady
demand in all of its major consulting solutions. Protiviti serves its clients in areas such as internal audit and financial advisory
services, risk and compliance, and information technology consulting, among others.
We monitor various economic indicators and business trends in all of the countries in which we operate to anticipate
demand for the Company’s services. We evaluate these trends to determine the appropriate level of investment, including
personnel, which will best position the Company for success in the current and future global macroeconomic environment. The
Company’s investments in headcount are typically structured to proactively support and align with expected revenue growth
trends. As such, particularly during the second half of 2015, we added headcount in all of the Company’s lines of business.
We have limited visibility into future revenues not only due to the dependence on macroeconomic conditions noted
above, but also because of the relatively short duration of the Company’s client engagements. Accordingly, we typically assess
headcount and other investments on at least a quarterly basis.
Capital expenditures in 2015 totaled $75 million, approximately 70% of which represented investments in software
initiatives and technology infrastructure, both of which are important to the Company’s future growth opportunities. Major
software initiatives include upgrades to enterprise resource planning applications and the continued implementation of a global,
cloud-based customer relationship management application. Infrastructure and computer hardware initiatives in 2015 have
focused on delivering mobile technology to the Company's professional staff, upgrading data networks, and enhancing video
capabilities and telecommunication systems. Our investments in these and other technology initiatives are expected to continue
in 2016. Capital expenditures also included amounts spent on tenant improvements and furniture and equipment in the
Company's leased offices. The Company will have more lease expirations in 2016 than in 2015, so we expect higher capital
expenditures related to tenant improvements. We currently expect that 2016 capital expenditures will range from $90 million to
$100 million.
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 4.7% and 4.4% as of December 31, 2015 and 2014, respectively. As of December 31, 2015, 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 $1.8 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 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 the 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
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2015 ANNUAL REPORT | ROBERT HALF not be realized. Valuation allowances of $26.3 million and $29.6 million were recorded as of December 31, 2015 and 2014,
respectively. The valuation allowances recorded related primarily to net operating losses in certain foreign operations. If such
losses are ultimately utilized to offset future operating income, the Company will recognize a tax benefit up to the full amount
of the related 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 in accordance with Financial
Accounting Standards Board (“FASB”) authoritative guidance. The Company completed its annual goodwill impairment
analysis as of June 30, 2015, and determined that no adjustment to the carrying value of goodwill was required. There were no
events or changes in circumstances since the annual goodwill impairment assessment that caused the Company to perform an
interim impairment assessment.
The Company follows FASB authoritative guidance utilizing a two-step approach for determining goodwill impairment.
In the first step the Company determines the fair value of each reporting unit utilizing a present value technique derived from a
discounted cash flow methodology. For purposes of this assessment the Company’s reporting units are its lines of business. The
fair value of the reporting unit is then compared to its carrying value. If the fair value of the reporting unit exceeds the carrying
value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. The second step under
the FASB guidance is contingent upon the results of the first step. To the extent a reporting unit’s carrying value exceeds its fair
value, an indication exists that the reporting unit’s goodwill may be impaired and the Company must perform a second more
detailed impairment assessment. The second step involves allocating the reporting unit’s fair value to its net assets in order to
determine the implied fair value of the reporting unit’s goodwill as of the assessment date. The implied fair value of the
reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the
assessment date.
The Company’s reporting units are Accountemps, Robert Half Finance & Accounting, OfficeTeam, Robert Half
Technology, Robert Half Management Resources and Protiviti, which had goodwill balances at December 31, 2015, of
$126.1 million, $26.3 million, $0.0 million, $7.0 million, $0.0 million and $49.2 million, respectively, totaling $208.6 million.
There were no changes to the Company’s reporting units or to the allocations of goodwill by reporting unit for the year ended
December 31, 2015.
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 for all reporting units was determined by management based on estimates of risk free interest rates, beta and
market risk premiums. The discount rate used was compared to the rate published in various third party research reports, which
indicated that the rate was within a range of reasonableness. The primary assumptions related to future operating performance
include revenue growth rates and profitability levels. In addition, the impairment assessment requires that management make
certain judgments in allocating shared assets and liabilities to the balance sheets of the reporting units. Solely for purposes of
establishing inputs for the fair value calculations described above related to its annual goodwill impairment testing, the
Company made the following assumptions. The Company assumed that year-to-date trends through the date of the last
assessment would continue for all reporting units through 2015, using unique assumptions for each reporting unit. In addition,
the Company applied profitability assumptions consistent with each reporting unit’s historical trends at various revenue levels
and, for years 2017 and beyond, used a 5% growth factor. This rate is comparable to the Company’s most recent ten-year
annual compound revenue growth rate. The future cash flows used to calculate fair value go out a total of 10 years with a
terminal value calculation at the end of the 10 year period. In its most recent calculation, the Company used a 10.0% discount
rate, which is slightly lower than the 10.2% discount rate used for the Company’s test during the second quarter of 2014. This
decrease in discount rate is primarily attributable to slight decreases in the risk free rate and equity market risk premium.
In order to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, the Company applied
hypothetical decreases to the fair values of each reporting unit. The Company determined that hypothetical decreases in fair
value of at least 74% would be required before any reporting unit would have a carrying value in excess of its fair value.
Given the current economic environment and the uncertainties regarding the impact on the Company’s business, there can
be no assurance that the Company’s estimates and assumptions made for purposes of the Company’s goodwill impairment
testing will prove to be accurate predictions of the future. If the Company’s assumptions regarding forecasted revenue or
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2015 ANNUAL REPORT | ROBERT HALF profitability growth rates of certain reporting units are not achieved, the Company may be required to recognize goodwill
impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would
result or, if it does, whether such charge would be material.
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 $4.6 million,
$5.7 million and $7.0 million, representing 0.11%, 0.16% and 0.22% of applicable U.S. revenue for the years ended
December 31, 2015, 2014 and 2013, respectively.
The reserves for IBNR claims and for the ongoing development of existing claims in each reporting period include
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, 2015, 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 $0.2 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.
The Company recognizes compensation expense equal to the grant-date fair value for all stock-based payment awards
that are expected to vest. This expense is recorded on a straight-line basis over the requisite service period of the entire award,
unless the awards are subject to performance conditions, in which case the Company recognizes compensation expense over the
requisite service period of each separate vesting tranche. The Company determines the grant-date fair value of its restricted
stock and stock unit awards using the fair market value of its stock on the grant date, unless the awards are subject to market
conditions, in which case the Company utilizes a binomial-lattice model (i.e., Monte Carlo simulation model). The Monte Carlo
simulation model utilizes multiple input variables to determine the stock-based compensation expense. For grants with market
conditions made in the year ended December 31, 2015, the Company utilized an historical volatility of 23.70%, a 0% dividend
yield and a risk-free interest rate of 0.84%. The historical volatility was based on the most recent 2.76-year period for the
Company and the components of the peer group. The stock price projection for the Company and the components of the peer
group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the
performance period. The risk-free interest rate is equal to the yield, as of the measurement date, of the zero-coupon U.S.
Treasury bill that is commensurate with the remaining performance measurement period.
No stock appreciation rights have been granted under the Company’s existing stock plans. The Company has not granted
any options to purchase common stock since 2006.
For the years ended December 31, 2015, 2014 and 2013, compensation expense related to restricted stock and stock units
was $41.3 million, $40.8 million and $38.9 million, respectively, of which $11.1 million, $11.7 million and $9.9 million was
related to grants made in 2015, 2014 and 2013, respectively. Based on the Company’s results for the year ended December 31,
2015, a one-percentage point deviation in the estimated forfeiture rates would have resulted in a $0.4 million increase or
decrease in compensation expense related to restricted stock and stock units.
Recent Accounting Pronouncements
See Note B—“New Accounting Pronouncements” to the Company’s Consolidated Financial Statements included under
Part II—Item 8 of this report.
Results of Operations
Demand for the Company’s temporary and permanent staffing services and risk consulting and internal audit services is
largely dependent upon general economic and labor market conditions both domestically and abroad. Correspondingly, results
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2015 ANNUAL REPORT | ROBERT HALF of operations were positively impacted by improved global economic conditions during 2015. Because of the inherent difficulty
in predicting economic trends and the absence of material long-term contracts in any of the Company's business units, future
demand for the Company’s services cannot be forecast with certainty. We believe the Company is well positioned to benefit in
the current United States macroeconomic environment. We are making investments in people and infrastructure to support
business expansion, and are confident in the ability of the Company's field and corporate leadership teams to grow the business.
The Company’s temporary and permanent staffing services business has 332 offices in 42 states, the District of Columbia
and 17 foreign countries, while Protiviti has 56 offices in 23 states and 11 foreign countries.
Non-GAAP Financial Measures
The financial results of the Company are prepared in conformity with accounting principles generally accepted in the
United States of America ("GAAP") and the rules of the SEC. To help readers understand the Company’s financial
performance, the Company supplements its GAAP financial results with revenue growth rates derived from non-GAAP revenue
amounts. Variations in the Company’s financial results include the impact of changes in foreign currency exchange rates and
billing days. The Company provides “same billing days and constant currency” revenue growth calculations to remove the
impact of these items. These calculations show the year-over-year revenue growth rates for the Company’s reportable segments
on both a reported basis and also on a same day, constant-currency basis for global, U.S. and international operations. The
Company has provided this data because management believes it better reflects the Company’s actual revenue growth rates and
aids in evaluating revenue trends over time. The Company expresses year-over-year revenue changes as calculated percentages
using the same number of billing days and constant currency exchange rates.
In order to calculate constant currency revenue growth rates, as reported amounts are retranslated using foreign currency
exchange rates from the prior year’s comparable period. Management then calculates a global, weighted-average number of
billing days for each reporting period based upon input from all countries and all lines of business. In order to remove the
fluctuations caused by comparable periods having different billing days, the Company calculates same billing day revenue
growth rates by dividing each comparative period’s reported revenues by the calculated number of billing days for that period,
to arrive at a per billing day amount. Same billing day growth rates are then calculated based upon the per billing day amounts.
The term “same billing days and constant currency” means that the impact of different billing days has been removed from the
constant currency calculation.
The non-GAAP financial measures provided herein may not provide information that is directly comparable to that
provided by other companies in the Company’s industry, as other companies may calculate such financial results differently.
The Company’s non-GAAP financial measures are not measurements of financial performance under GAAP, and should not be
considered as alternatives to actual revenue growth derived from revenue amounts presented in accordance with GAAP. The
Company does not consider these non-GAAP financial measures to be a substitute for, or superior to, the information provided
by GAAP financial results. A reconciliation of the same-day, constant-currency revenue growth rates to the reported revenue
growth rates is provided herein.
Refer to Item 7a. "Quantitative and Qualitative Disclosures About Market Risk" for further discussion of the impact of
foreign currency exchange rates on the Company's results of operations and financial condition.
Years ended December 31, 2015 and 2014
Revenues. The Company’s revenues were $5.09 billion for the year ended December 31, 2015, increasing by 8.5%
compared to $4.70 billion for the year ended December 31, 2014. Revenues from foreign operations represented 19% and 23%
of total revenues for the years ended December 31, 2015 and 2014, respectively. The Company analyzes its revenues for three
reportable segments: temporary and consultant staffing, permanent placement staffing and risk consulting and internal audit
services. In 2015, revenues for all three of the Company’s reportable segments were up compared to 2014. Results were
strongest domestically with demand also improving in several other countries, most notably within Europe. Risk consulting
and internal audit services continued to post strong growth rates. Contributing factors for each reportable segment are discussed
below in further detail.
Temporary and consultant staffing services revenues were $3.93 billion for the year ended December 31, 2015, increasing
by 6.9% compared to revenues of $3.68 billion for the year ended December 31, 2014. Key drivers of temporary and consultant
staffing services revenues include average hourly bill rates and the number of hours worked by the Company’s temporary
employees on client engagements. On a same-day, constant-currency basis, temporary and consultant staffing services revenues
increased 10.3% for 2015, compared to 2014, due primarily to an increase in temporary hours worked by the Company's
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2015 ANNUAL REPORT | ROBERT HALF temporary employees and inclusive of a 4.5% increase in average bill rates. In the U.S., 2015 revenues increased 11.5% on an
as reported basis and 11.4% on a same-day basis, compared to 2014. For the Company’s international operations, 2015
revenues decreased 8.9% on an as reported basis and increased 6.4% on a same-day, constant-currency basis, compared to
2014.
Permanent placement staffing revenues were $421 million for the year ended December 31, 2015, increasing by 6.8%
compared to revenues of $395 million for the year ended December 31, 2014. Key drivers of permanent placement staffing
revenues consist of the number of candidate placements and average fees earned per placement. On a same-day, constant-
currency basis, permanent placement revenues increased 11.7% for 2015 compared to 2014. In the U.S., 2015 revenues
increased 15.5% on an as reported basis and 15.4% on a same-day basis, compared to 2014. For the Company’s international
operations, 2015 revenues decreased 9.3% on an as reported basis, and on a same-day, constant-currency basis increased 4.9%,
compared to 2014, driven primarily by an increase in number of placements. Historically, demand for permanent placement
services is even more sensitive to economic and labor market conditions than demand for temporary and consulting staffing
services and this is expected to continue.
Risk consulting and internal audit services revenues were $743 million for the year ended December 31, 2015, increasing
by 19.0% compared to revenues of $624 million for the year ended December 31, 2014. Key drivers of risk consulting and
internal audit services revenues are the billable hours worked by consultants on client engagements and average hourly bill
rates. On a same-day, constant-currency basis, risk consulting and internal audit services revenues increased 21.8% for 2015
compared to 2014, due primarily to an increase in billable hours worked. In the U.S., 2015 revenues increased 22.3% on an as
reported basis, or 22.5% on a same-day basis, compared to 2014. For the Company’s international operations, 2015 revenues
increased 4.0% on an as reported basis, and on a same-day, constant-currency basis increased 18.7%, compared to 2014.
A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue
growth rates for the year ended December 31, 2015, is presented in the following table:
Global
United States
International
Temporary and consultant staffing
As Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Billing Days Impact. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Same Billing Days and Constant Currency . . . . . . . . . . . . . . . . . . . . . . .
Permanent placement staffing
As Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Billing Days Impact. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Same Billing Days and Constant Currency . . . . . . . . . . . . . . . . . . . . . . .
Risk consulting and internal audit services
As Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Billing Days Impact. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Same Billing Days and Constant Currency . . . . . . . . . . . . . . . . . . . . . . .
6.9%
0.0%
3.4%
10.3%
6.8%
-0.1%
5.0%
11.7%
19.0%
0.1%
2.7%
21.8%
11.5%
-0.1%
—
11.4%
15.5%
-0.1%
—
15.4%
22.3%
0.2%
—
22.5%
-8.9%
-0.1%
15.4%
6.4%
-9.3%
0.0%
14.2%
4.9%
4.0%
0.2%
14.5%
18.7%
Gross Margin. The Company’s gross margin dollars were $2.11 billion for the year ended December 31, 2015, up
10.0% from $1.92 billion for the year ended December 31, 2014. For 2015 compared to 2014, gross margin dollars for all three
of the Company’s reportable segments increased. Gross margin dollars as a percentage of revenues increased for both the
Company’s temporary and consultant staffing services segment and the risk consulting and internal audit services segment on a
year-over-year basis. Contributing factors for each reportable segment are discussed below in further detail.
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 benefit costs for temporary employees, and reimbursable expenses. The
key drivers of gross margin are: i) pay/bill spreads, which represent the differential between wages paid to temporary
employees and amounts billed to clients; ii) fringe costs, which are primarily composed of payroll taxes and benefit costs for
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2015 ANNUAL REPORT | ROBERT HALF
temporary and consultant staffing employees; and iii) conversion revenues, which are earned when a temporary position
converts to a permanent position with the Company's client. Gross margin dollars for the Company’s temporary and consultant
staffing services division were $1.46 billion for the year ended December 31, 2015, up 8.8% from $1.35 billion for the year
ended December 31, 2014. As a percentage of revenues, gross margin dollars for temporary and consultant staffing services
were 37.2% in 2015, up from 36.6% in 2014. This year-over-year improvement in gross margin percentage of 0.6% was
primarily attributable to higher pay/bill spreads and lower fringe costs driven by lower state unemployment insurance expenses
in 2015 compared to 2014.
Gross margin dollars from permanent placement staffing services represent revenues less reimbursable expenses. Gross
margin dollars for the Company’s permanent placement staffing division were $421 million for the year ended December 31,
2015, up 6.7% from $394 million for the year ended December 31, 2014. Because reimbursable expenses for permanent
placement staffing services are de minimis, the increase in gross margin dollars is substantially explained by the increase in
revenues previously discussed.
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, benefit costs and reimbursable expenses. The primary drivers of
risk consulting and internal audit services gross margin are: i) the relative composition of and number of professional staff and
their respective pay and bill rates; and ii) staff utilization, which is the relationship of time spent on client engagements in
proportion to the total time available for the Company’s risk consulting and internal audit services staff. Gross margin dollars
for the Company’s risk consulting and internal audit division were $230 million for the year ended December 31, 2015, up
25.6% from $183 million for the year ended December 31, 2014. As a percentage of revenues, gross margin dollars for risk
consulting and internal audit services were 31.0% in 2015, up from 29.4% in 2014. The improvement in 2015 compared to
2014 was due to a better alignment of the mix of professional staff relative to client demand.
Selling, General and Administrative Expenses. The Company’s selling, general and administrative expenses consist
primarily of staff compensation, advertising, depreciation and occupancy costs. The Company’s selling, general and
administrative expenses were $1.53 billion for the year ended December 31, 2015, up 7.6% from $1.43 billion for the year
ended December 31, 2014. As a percentage of revenues, the Company’s selling, general and administrative expenses were
30.1% for 2015, down from 30.4% for 2014. In 2015, selling, general and administrative expenses increased for all three of the
Company’s reportable segments compared to 2014. As percentage of revenue, selling, general and administrative expenses for
the Company’s permanent placement staffing and risk consulting and internal audit services divisions decreased in 2015
compared to 2014, however for the temporary and consulting staffing division, selling, general and administrative expenses
increased as a percentage of revenue. Contributing factors for each reportable segment are discussed below in further detail.
Selling, general and administrative expenses for the Company’s temporary and consultant staffing services division were
$1.06 billion for the year ended December 31, 2015, up 7.8% from $987 million for the year ended December 31, 2014. As a
percentage of revenues, selling, general and administrative expenses for temporary and consultant staffing services were 27.1%
in 2015, up from 26.8% in 2014. For 2015 compared to 2014, the increase in selling, general and administrative expenses as a
percentage of revenue is primarily due to an increase in field compensation expense and variable overhead, partially offset by a
decrease in admin compensation and fixed overhead.
Selling, general and administrative expenses for the Company’s permanent placement staffing division were $336 million
for the year ended December 31, 2015, up 6.2% from $316 million for the year ended December 31, 2014. As a percentage of
revenues, selling, general and administrative expenses for permanent placement staffing services were 79.7% in 2015, down
from 80.1% in 2014. For 2015 compared to 2014, decreases in fixed overhead and variable overhead, partially offset by an
increase in field compensation drove the overall decrease as a percentage of revenues.
Selling, general and administrative expenses for the Company’s risk consulting and internal audit services division were
$134 million for the year ended December 31, 2015, up 9.3% from $123 million for the year ended December 31, 2014. As a
percentage of revenues, selling, general and administrative expenses for risk consulting and internal audit services were 18.1%
in 2015, down from 19.7% in 2014. For 2015 compared to 2014, improved leverage of general and administrative expenses, as
a result of higher revenue, drove the overall decrease as a percentage of revenues.
Operating Income. The Company’s total operating income was $581 million, or 11.4% of revenues, for the year ended
December 31, 2015, up 16.8% from $497 million, or 10.6% of revenues, for the year ended December 31, 2014. For the
Company’s temporary and consultant staffing services division, operating income was $400 million, or 10.2% of applicable
revenues, up 11.5% from $359 million, or 9.8% of applicable revenues, in 2014. For the Company’s permanent placement
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2015 ANNUAL REPORT | ROBERT HALF staffing division, operating income was $85 million, or 20.2% of applicable revenues, up 8.5% from operating income of $78
million, or 19.9% of applicable revenues, in 2014. For the Company’s risk consulting and internal audit services division,
operating income was $96 million, or 12.9% of applicable revenues, up 58.9% from operating income of $60 million, or 9.7%
of applicable revenues, in 2014.
Provision for income taxes. The provision for income taxes was relatively consistent at 38.4% and 38.5% for the years
ended December 31, 2015 and 2014, respectively.
Years ended December 31, 2014 and 2013
Revenues. The Company’s revenues were $4.70 billion for the year ended December 31, 2014, increasing by 10.6%
compared to $4.25 billion for the year ended December 31, 2013. Revenues from foreign operations represented 23% and 24%
of total revenues for the years ended December 31, 2014 and 2013, respectively. The Company analyzes its revenues for three
reportable segments: temporary and consultant staffing, permanent placement staffing and risk consulting and internal audit
services. In 2014, revenues for all three of the Company’s reportable segments were up compared to 2013. Results were
strongest domestically with broad-based revenue expansion across the Company’s staffing and consulting operations.
Contributing factors for each reportable segment are discussed below in further detail.
Temporary and consultant staffing services revenues were $3.68 billion for the year ended December 31, 2014, increasing
by 9.1% compared to revenues of $3.37 billion for the year ended December 31, 2013. Key drivers of temporary and consultant
staffing services revenues include average hourly bill rates and hours worked by the Company's temporary employees on client
engagements. On a same-day, constant-currency basis, temporary and consultant staffing services revenues increased 9.5% for
2014 compared to 2013, due primarily to an increase in temporary hours worked by the Company's temporary employees and
inclusive of a 3.2% increase in average bill rates. In the U.S., 2014 revenues increased 10.6% on both an as reported and a
same-day basis, compared to 2013. For the Company’s international operations, 2014 revenues increased 4.2% and on a same-
day, constant-currency basis increased 5.9%, compared to 2013.
Permanent placement staffing revenues were $395 million for the year ended December 31, 2014, increasing by 13.5%
compared to revenues of $348 million for the year ended December 31, 2013. Key drivers of permanent placement staffing
revenues consist of number of candidate placements and average fees earned per placement. On a same-day, constant-currency
basis, permanent placement revenues increased 14.3% for 2014 compared to 2013. In the U.S., 2014 revenues increased 17.8%
on both an as reported and same-day basis, compared to 2013, driven primarily by an increase in number of placements.
Historically, demand for permanent placement services is even more sensitive to economic and labor market conditions than
demand for temporary and consulting staffing services and this is expected to continue. For the Company’s international
operations, 2014 revenues increased 6.3%, and on a same-day, constant-currency basis increased 8.5%, compared to 2013.
Risk consulting and internal audit services revenues were $624 million for the year ended December 31, 2014,
increasing by 18.1% compared to revenues of $528 million for the year ended December 31, 2013. Key drivers of risk
consulting and internal audit services revenues are the billable hours worked by consultants on client engagements and average
hourly bill rates. On a same-day, constant-currency basis, risk consulting and internal audit services revenues increased 17.5%
for 2014 compared to 2013, due primarily to an increase in billable hours worked. In the U.S., 2014 revenues increased 21.9%,
or 21.0% on a same-day basis, compared to 2013. For the Company’s international operations, 2014 revenues increased 3.8%
and on a same-day, constant-currency basis increased 4.1%, compared to 2013.
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2015 ANNUAL REPORT | ROBERT HALF A reconciliation of the non-GAAP year-over-year revenue growth rates to the as reported year-over-year revenue growth
rates for the year ended December 31, 2014, is presented in the following table:
Global
United States
International
Temporary and consultant staffing
As Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Billing Days Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Same Billing Days and Constant Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent placement staffing
As Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Billing Days Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Same Billing Days and Constant Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk consulting and internal audit services
As Reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Billing Days Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Currency Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Same Billing Days and Constant Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9.1%
0.0%
0.4%
9.5%
13.5%
0.0%
0.8%
14.3%
18.1%
-0.8%
0.2%
17.5%
10.6%
0.0%
—
10.6%
17.8%
0.0%
—
17.8%
21.9%
-0.9%
—
21.0%
4.2%
0.0%
1.7%
5.9%
6.3%
0.0%
2.2%
8.5%
3.8%
-0.8%
1.1%
4.1%
Gross Margin. The Company’s gross margin dollars were $1.92 billion for the year ended December 31, 2014, up
11.6% from $1.72 billion for the year ended December 31, 2013. For 2014 compared to 2013, gross margin dollars for all three
of the Company’s reportable segments increased. Gross margin dollars as a percentage of revenues increased for both the
Company’s temporary and consultant staffing services segment and the risk consulting and internal audit services segment on a
year-over-year basis. Contributing factors for each reportable segment are discussed below in further detail.
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 benefit costs for temporary employees, and reimbursable expenses.The
key drivers of gross margin are: i) pay/bill spreads, which represent the differential between wages paid to temporary
employees and amounts billed to clients; ii) fringe costs, which are primarily composed of payroll taxes and benefit costs for
temporary and consultant staffing employees; and iii) conversion revenues, which are earned when a temporary position
converts to a permanent position with the Company's client. Gross margin dollars for the Company’s temporary and consultant
staffing services division were $1.35 billion for the year ended December 31, 2014 , up 10.2% from $1.22 billion for the year
ended December 31, 2013. As a percentage of revenues, gross margin dollars for temporary and consultant staffing services
were 36.6% in 2014, up from 36.2% in 2013. This year-over-year improvement in gross margin percentage of 0.4% was
primarily attributable to lower fringe costs driven by lower state unemployment insurance expenses in 2014 compared to 2013.
Gross margin dollars from permanent placement staffing services represent revenues less reimbursable expenses. Gross
margin dollars for the Company’s permanent placement staffing division were $394 million for the year ended December 31,
2014, up 13.5% from $348 million for the year ended December 31, 2013. Because reimbursable expenses for permanent
placement staffing services are de minimis, the increase in gross margin dollars is substantially explained by the increase in
revenues previously discussed.
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, benefit costs and reimbursable expenses. The primary drivers of
risk consulting and internal audit services gross margin are: i) the relative composition of and number of professional staff and
their respective pay and bill rates; and ii) staff utilization, which is the relationship of time spent on client engagements in
proportion to the total time available for the Company’s risk consulting and internal audit services staff. Gross margin dollars
for the Company’s risk consulting and internal audit division were $183 million for the year ended December 31, 2014, up
18.5% from $155 million for the year ended December 31, 2013. As a percentage of revenues, gross margin dollars for risk
consulting and internal audit services were 29.4% in 2014, up from 29.3% in 2013. The increase in 2014 gross margin
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2015 ANNUAL REPORT | ROBERT HALF percentage was primarily the result of higher staff utilization rates. The slight improvement in 2014 was due to a better
alignment of the mix of professional staff relative to client demand.
Selling, General and Administrative Expenses. The Company’s selling, general and administrative expenses consist
primarily of staff compensation, advertising, depreciation and occupancy costs. The Company’s selling, general and
administrative expenses were $1.43 billion for the year ended December 31, 2014, up 7.6% from $1.32 billion for the year
ended December 31, 2013. As a percentage of revenues, the Company’s selling, general and administrative expenses were
30.4% for 2014, down from 31.2% for 2013. In 2014, selling, general and administrative expenses increased for all three of the
Company’s reportable segments compared to 2013. As percentage of revenue, selling, general and administrative expenses for
all three of the Company’s reportable segments decreased in 2014 compared to 2013. Contributing factors for each reportable
segment are discussed below in further detail.
Selling, general and administrative expenses for the Company’s temporary and consultant staffing services division were
$987 million for the year ended December 31, 2014, up 7.3% from $920 million for the year ended December 31, 2013. As a
percentage of revenues, selling, general and administrative expenses for temporary and consultant staffing services were 26.8%
in 2014, down from 27.3% in 2013. For 2014 compared to 2013, the decrease in selling, general and administrative expenses as
a percentage of revenue is primarily due to an improvement in leverage resulting from higher revenue in 2014.
Selling, general and administrative expenses for the Company’s permanent placement staffing division were $316
million for the year ended December 31, 2014, up 7.8% from $293 million for the year ended December 31, 2013. As a
percentage of revenues, selling, general and administrative expenses for permanent placement staffing services were 80.1% in
2014, down from 84.3% in 2013. For 2014 compared to 2013, decreases in field compensation, administrative compensation
and fixed overhead drove the overall decrease as a percentage of revenues.
Selling, general and administrative expenses for the Company’s risk consulting and internal audit services division were
$123 million for the year ended December 31, 2014, up 9.8% from $112 million for the year ended December 31, 2013. As a
percentage of revenues, selling, general and administrative expenses for risk consulting and internal audit services were 19.7%
in 2014, down from 21.2% in 2013. For 2014 compared to 2013, improved leverage in general and administrative expenses, as
a result of higher revenue, drove the overall decrease as a percentage of revenues.
Operating Income. The Company’s total operating income was $497 million, or 10.6% of revenues, for the year ended
December 31, 2014, up 24.8% from $398 million, or 9.4% of revenues, for the year ended December 31, 2013. For the
Company’s temporary and consultant staffing services division, operating income was $359 million, or 9.8% of applicable
revenues, up 19.0% from $301 million, or 8.9% of applicable revenues, in 2013. For the Company’s permanent placement
staffing division, operating income was $78 million, or 19.9% of applicable revenues, up 44.0% from operating income of $54
million, or 15.6% of applicable revenues, in 2013. For the Company’s risk consulting and internal audit services division,
operating income was $60 million, or 9.7% of applicable revenues, up 41.2% from operating income of $43 million, or 8.1% of
applicable revenues, in 2013.
Provision for income taxes. The provision for income taxes was 38.5% and 36.6% for the years ended December 31,
2014 and 2013, respectively. The 2014 increase is primarily due to fewer available foreign tax benefits and a decrease in federal
tax credits.
Liquidity and Capital Resources
The change in the Company’s liquidity during the years ended December 31, 2015, 2014 and 2013, is primarily the net
effect of funds generated by operations and the funds used for capital expenditures, repurchases of common stock and payment
of dividends.
Cash and cash equivalents were $225 million, $287 million and $276 million at December 31, 2015, 2014 and 2013,
respectively. Operating activities provided $438 million during the year ended December 31, 2015, offset by $118 million and
$369 million of net cash used in investing activities and financing activities, respectively. Operating activities provided $341
million during the year ended December 31, 2014, offset by $89 million and $230 million of net cash used in investing
activities and financing activities, respectively. Operating activities provided $309 million during the year ended December 31,
2013, offset by $98 million and $220 million of net cash used in investing activities and financing activities, respectively.
22
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2015 ANNUAL REPORT | ROBERT HALF Operating activities—Net cash provided by operating activities for the year ended December 31, 2015, was $438 million.
This was composed of net income of $358 million adjusted upward for non-cash items of $89 million, offset by net cash used in
changes in working capital of $9 million. Net cash provided by operating activities for the year ended December 31, 2014, was
composed of net income of $306 million adjusted for non-cash items of $90 million, offset by net cash used in changes in
working capital of $55 million. Net cash provided by operating activities for the year ended December 31, 2013, was composed
of net income of $252 million adjusted for non-cash items of $74 million, and net cash provided by changes in working capital
of $17 million.
Investing activities—Cash used in investing activities for the year ended December 31, 2015, was $118 million. This was
composed of capital expenditures of $75 million, deposits to trusts for employee deferred compensation plans of $28 million,
and payment for an acquisition, net of cash acquired, of $15 million. Cash used in investing activities for the year ended
December 31, 2014, was $89 million. This was primarily composed of capital expenditures of $63 million and deposits to trusts
for employee deferred compensation plans of $26 million. Cash used in investing activities for the year ended December 31,
2013, was $98 million. This was primarily composed of capital expenditures of $54 million and deposits to trusts for employee
deferred compensation plans of $44 million.
Financing activities—Cash used in financing activities for the year ended December 31, 2015, was $369 million. This
included repurchases of $271 million in common stock and $108 million in cash dividends to stockholders, offset by the
proceeds of $2 million from exercises of stock options and the excess tax benefits from stock-based compensation of $9
million. Cash used in financing activities for the year ended December 31, 2014, was $230 million. This included repurchases
of $154 million in common stock and $97 million in cash dividends to stockholders, offset by the proceeds of $14 million from
exercises of stock options and the excess tax benefits from stock-based compensation of $7 million. Cash used in financing
activities for the year ended December 31, 2013, was $220 million. This included repurchases of $168 million in common
stock, $89 million in cash dividends to stockholders and $4 million of payments of notes payable and other indebtedness, offset
by proceeds of $33 million from exercises of stock options and the excess tax benefits from stock-based compensation of $8
million.
As of December 31, 2015, the Company is authorized to repurchase, from time to time, up to 10.4 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, 2015, 2014 and 2013, the Company repurchased approximately 4.3 million
shares, 3.3 million shares and 3.3 million shares of common stock on the open market for a total cost of $228 million, $162
million and $118 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, 2015, 2014 and 2013, such repurchases totaled approximately 0.5 million shares,
0.5 million shares and 1.2 million shares at a cost of $25 million, $22 million and $44 million, respectively. Repurchases of
shares have been funded with cash generated from operations.
The Company’s working capital at December 31, 2015, included $225 million in cash and cash equivalents. 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-term and long-term basis.
On February 11, 2016, the Company announced a quarterly dividend of $.22 per share to be paid to all shareholders of
record on February 25, 2016. The dividend will be paid on March 15, 2016.
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, 2015 (in thousands):
Contractual Obligations
Long-term debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016
$
252
88,177
42,044
1,062
$131,535
Payments due by period
2017
and 2018
505
$
131,364
28,772
1,853
$162,494
2019
and 2020
505
$
80,431
2,840
669
$ 84,445
Thereafter
252
$
81,437
—
6,493
$ 88,182
$
Total
1,514
381,409
73,656
10,077
$466,656
23
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2015 ANNUAL REPORT | ROBERT HALF
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 2016 and thereafter under non-cancelable leases in effect at December 31, 2015. Purchase obligations consist
of purchase commitments primarily related to telecom service agreements, software licenses and subscriptions, and computer
hardware and software maintenance agreements. Other liabilities consist of asset retirement and deferred compensation
obligations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Because a portion of the Company’s net revenues are derived from its operations outside the U.S. and are denominated in
local currencies, 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 revenues, expenses, earnings, assets and liabilities.
For the year ended December 31, 2015, approximately 19% of the Company’s revenues were generated outside of the
United States. These operations transact business in their functional currency, which is the same as their local currency. As a
result, fluctuations in the value of foreign currencies against the U.S. dollar, particularly the Canadian dollar, British pound,
Euro, and Australian dollar have an impact on the Company’s reported results. Under GAAP, 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.
During 2015, the U.S. dollar fluctuated, but generally strengthened, against the primary currencies in which the Company
conducts business. Currency exchange rates had the effect of decreasing reported net service revenues by $162 million, or
3.5%, in 2015 compared to prior year. The general strengthening of the U.S. dollar also affected the reported level of expenses
incurred in the Company's foreign operations. Because substantially all of the Company's foreign operations generated
revenues and incurred expenses within the same country and currency, the favorable effect of lower reported operating
expenses largely offset the decline in reported revenues. Reported net income was $6.6 million, or 2.2%, lower in the year
ended December 31, 2015 compared to prior year due to the effect of currency exchange rates.
For the month ended January 31, 2016, the U.S. dollar strengthened against the Euro, British Pound, Canadian Dollar,
and Australian dollar. If currency exchange rates were to remain at January 2016 levels throughout 2016, the Company’s 2016
full-year reported revenues would be impacted unfavorably, mostly offset by a favorable impact to operating expenses. Thus,
the impact to reported net income would likely be immaterial.
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. Although currency fluctuations impact the Company’s reported results and shareholders’ equity, such
fluctuations generally do not affect cash flow or result in actual economic gains or losses. The Company generally has few
cross-border transfers of funds, except for transfers to the U.S. for payment of intercompany loans, working capital loans made
between the U.S. and the Company’s foreign subsidiaries, and dividends from the Company’s foreign subsidiaries.
24
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2015 ANNUAL REPORT | ROBERT HALF
Item 8. Financial Statements and Supplementary Data
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands, except share amounts)
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, less allowances of $35,087 and $30,544 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIABILITIES
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll and benefit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of notes payable and other indebtedness
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes payable and other indebtedness, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and Contingencies (Note I)
STOCKHOLDERS’ EQUITY
December 31,
2015
2014
$ 224,577
704,640
145,684
268,780
1,343,681
208,579
4,508
142,906
3,286
$1,702,960
$ 148,108
504,782
2,506
153
655,549
1,007
42,623
699,179
$ 287,119
657,676
133,151
245,337
1,323,283
199,488
—
121,754
2,742
$1,647,267
$ 175,107
448,115
—
140
623,362
1,159
42,888
667,409
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 131,156,064 and 135,134,064 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
131
979,477
(10,294)
34,467
1,003,781
135
928,157
14,730
36,836
979,858
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,702,960
$1,647,267
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
25
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2015 ANNUAL REPORT | ROBERT HALF
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Years Ended December 31,
2014
2013
2015
Net service revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Direct costs of services, consisting of payroll, payroll taxes, benefit
costs and reimbursable expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,094,933
$4,695,014
$4,245,895
2,980,462
2,772,098
2,522,803
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,114,471
1,533,799
192
(550)
1,922,916
1,425,734
557
(724)
1,723,092
1,324,815
1,700
(1,002)
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
581,030
223,234
497,349
191,421
397,579
145,384
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 357,796
$ 305,928
$ 252,195
Net income available to common stockholders—diluted . . . . . . . . . . . . . . . . . . . . . . .
$ 357,796
$ 305,928
$ 252,192
Net income per share (Note L):
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
2.72
2.69
$
$
2.28
2.26
$
$
1.85
1.83
Shares:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131,749
132,930
134,358
135,541
136,153
137,589
Cash dividends declared per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
.80
$
.72
$
.64
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
26
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2015 ANNUAL REPORT | ROBERT HALF
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
COMPREHENSIVE INCOME:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$357,796
(25,024)
$332,772
$305,928
(23,341)
$282,587
$252,195
(5,708)
$246,487
Years Ended December 31,
2015
2014
2013
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
27
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2015 ANNUAL REPORT | ROBERT HALF
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except per share amounts)
Years Ended December 31,
2014
2013
2015
COMMON STOCK—SHARES:
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net issuances of restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135,134
785
(4,817)
54
137,466
938
(3,798)
528
139,439
1,091
(4,461)
1,397
Balance at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131,156
135,134
137,466
COMMON STOCK—PAR VALUE:
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net issuances of restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
135
1
(5)
—
$
137
1
(4)
1
Balance at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
131
$
135
$
139
1
(4)
1
137
CAPITAL SURPLUS:
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net issuances of restricted stock at par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends ($.64 per share) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercises of stock options—excess over par value. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax impact of equity incentive plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 928,157
(1)
—
41,292
1,529
8,500
$ 798,093
$ 868,120
(1)
(1)
— (12,256)
38,867
33,285
10,132
40,821
14,323
4,894
Balance at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 979,477
$ 928,157
$ 868,120
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME:
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments, net of tax. . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 14,730
(25,024)
$ 38,071
(23,341)
$ (10,294) $ 14,730
$ 43,779
(5,708)
$ 38,071
RETAINED EARNINGS:
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock—excess over par value . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends ($.80 per share, $.72 per share and $.64 per share) . . . . . . . . . . . . . . .
Balance at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 36,836
357,796
(252,916)
(107,249)
$ 34,467
$ 13,315
305,928
(183,969)
(98,438)
$ 36,836
$
—
252,195
(162,029)
(76,851)
$ 13,315
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
28
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2015 ANNUAL REPORT | ROBERT HALF
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2015
2014
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 357,796
$ 305,928
$ 252,195
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense—restricted stock and stock
units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
192
53,273
41,292
(8,762)
(8,579)
12,005
557
49,124
40,821
(7,174)
(3,643)
9,825
1,700
47,072
38,867
(8,103)
(13,259)
7,467
Changes in assets and liabilities, net of effects of acquisitions:
Increase in accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in accounts payable, accrued expenses, accrued payroll and benefit
costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in other assets, net of change in other liabilities . . . . . . . . . . . . . . . . . . . .
(75,745)
(134,917)
(47,699)
60,232
19,948
(13,416)
71,740
16,359
(7,922)
38,356
(11,927)
4,548
Net cash flows provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
438,236
340,698
309,217
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments to trusts for employee deferred compensation plans . . . . . . . . . . . . . . .
(14,668)
(75,057)
(28,225)
—
(62,830)
(25,811)
—
(53,725)
(44,052)
Net cash flows used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(117,950)
(88,641)
(97,777)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in notes payable and other indebtedness . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercises of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flows used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(271,138)
(107,561)
(140)
8,762
1,529
(368,548)
(153,821)
(97,604)
(128)
7,174
14,324
(230,055)
(167,975)
(89,187)
(4,496)
8,103
33,285
(220,270)
Effect of exchange rate changes on cash and cash equivalents
(14,280)
(10,647)
(3,041)
(62,542)
Net (decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
287,119
Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 224,577
11,355
275,764
$ 287,119
(11,871)
287,635
$ 275,764
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
285
$ 212,668
$
330
$ 178,375
$
315
$ 168,407
Non-cash items:
Stock repurchases awaiting settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 11,935
$ 30,152
$
—
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
29
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2015 ANNUAL REPORT | ROBERT HALF
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 senior-level project professionals in the fields of accounting and finance. OfficeTeam specializes in
highly skilled temporary administrative support professionals. Robert Half Technology provides project and full-time
technology professionals. Robert Half Legal provides temporary, project, and full-time staffing of lawyers, paralegals and legal
support personnel. The Creative Group provides interactive, design, marketing, advertising and public relations professionals.
Protiviti is a global consulting firm that helps companies solve problems in finance, technology, operations, governance, risk
and internal audit, 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, 2015, such estimates included allowances for uncollectible accounts receivable, workers’ compensation
losses and income and other taxes. Management estimates are also utilized in the Company’s goodwill impairment assessment
and in the valuation of stock grants subject to market conditions.
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 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 benefit
costs for the Company’s temporary employees, as well as reimbursable expenses. Direct costs of permanent placement staffing
30
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2015 ANNUAL REPORT | ROBERT HALF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note A—Summary of Significant Accounting Policies (continued)
services consist of reimbursable expenses. Risk consulting and internal audit costs of services include professional staff payroll,
payroll taxes and benefit costs, as well as reimbursable expenses.
Advertising Costs. The Company expenses all advertising costs as incurred. Advertising costs for the years ended
December 31, 2015, 2014 and 2013, are reflected in the following table (in thousands):
Advertising Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,015
2015
2014
$ 42,335
2013
$ 38,845
Years Ended December 31,
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.
Fair Value of Financial Instruments. The Company does not have any financial instruments which require re-
measurement to fair value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued
expenses represent fair value based upon their short-term nature.
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. Goodwill and 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 as of June 30 in each of the three years ended
December 31, 2015, and determined that no adjustment to the carrying value of goodwill was required. There were no events or
changes in circumstances during the six months ended December 31, 2015 that caused the Company to perform an interim
impairment assessment.
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.
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 the 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. Valuation allowances of $26.3 million and $29.6 million were recorded as of December 31, 2015 and 2014,
respectively. The valuation allowances recorded related primarily to net operating losses in certain foreign operations. If such
losses are ultimately utilized to offset future operating income, the Company will recognize a tax benefit up to the full amount
of the valuation reserve.
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.
31
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note A—Summary of Significant Accounting Policies (continued)
The reserves 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.
The Company recognizes compensation expense equal to the grant-date fair value for all stock-based payment awards
that are expected to vest. This expense is recorded on a straight-line basis over the requisite service period of the entire award,
unless the awards are subject to performance conditions, in which case the Company recognizes compensation expense over the
requisite service period of each separate vesting tranche. The Company determines the grant-date fair value of its restricted
stock and stock unit awards using the fair market value of its stock on the grant date, unless the awards are subject to market
conditions, in which case the Company utilizes a binomial-lattice model (i.e., Monte Carlo simulation model). The Monte Carlo
simulation model utilizes multiple input variables to determine the stock-based compensation expense.
No stock appreciation rights have been granted under the Company’s existing stock plans. 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. Internal-use software
development costs capitalized for the years ended December 31, 2015, 2014 and 2013, are reflected in the following table (in
thousands):
Internal-use software development costs. . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
2015
$ 31,964
2014
$ 24,367
2013
$ 13,027
32
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note B—New Accounting Pronouncements
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. In April 2014, the
Financial Accounting Standards Board ("FASB") issued authoritative guidance in regards to the criteria for reporting
discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a
strategic shift in operations should be presented as discontinued operations. In addition, the new guidance requires expanded
disclosures about discontinued operations that will provide financial statement users with more information about the assets,
liabilities, income, and expenses of discontinued operations. The amendments in the authoritative guidance were effective in the
first quarter of 2015. The adoption of this guidance did not have a material impact on the Company's Financial Statements.
Revenue from Contracts with Customers. In May 2014, the FASB issued authoritative guidance that provides companies
with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue
recognition guidance, including industry-specific revenue guidance. The new guidance requires a company to recognize
revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive
in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and uncertainty
of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and
assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued a decision to delay the
effective date by one year. The new guidance is effective for annual and interim periods beginning after December 15, 2017.
Public entities are not permitted to adopt the standard earlier than the original effective date (that is, no earlier than 2017 for
calendar year-end entities). The guidance permits companies to either apply the requirements retrospectively to all prior periods
presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is in the process
of evaluating the impact of adoption of this guidance on its Financial Statements.
Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. In April 2015, the FASB issued authoritative
guidance designed to assist customers in their determination of whether a cloud computing arrangement includes a software
license. If a cloud computing arrangement includes a software license, then the customer should account for the software
license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement
does not include a software license, the customer should account for the arrangement as a service contract. The guidance will
not change GAAP for a customer’s accounting for service contracts. This guidance is effective for annual and interim periods
beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact to its
Financial Statements.
Business Combinations. In September 2015, the FASB issued authoritative guidance that eliminates the requirement to
restate prior period financial statements for measurement period adjustments following a business combination. The new
guidance requires that an acquirer record in the same period’s financial statements the effects of the cumulative impact of
adjustments including the impact on prior periods. The prior period impact of the adjustments should be presented separately on
the face of the income statement or disclosed in the notes. The new guidance is effective for annual and interim periods
beginning after December 15, 2015 for public business entities. The amendments should be applied prospectively to
adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements
that have not been issued. The Company does not expect the adoption of this guidance to have a material impact on its
Financial Statements.
Balance Sheet Classification of Deferred Taxes. In November 2015, the FASB issued authoritative guidance which
changes how deferred taxes are classified on a company's balance sheet. The new guidance eliminates the current requirement
for companies to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead,
companies will be required to classify all deferred tax assets and liabilities as noncurrent. The new guidance is effective for
annual reporting periods beginning after December 15, 2016. Early adoption is permitted for all entities as of the beginning of
an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax assets and
liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required
to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to
include quantitative information about the effects of the change on prior periods. The Company is in the process of evaluating
the impact of adoption of this guidance on its Financial Statements.
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2015 ANNUAL REPORT | ROBERT HALF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note C—Other Current Assets
Other current assets consisted of the following (in thousands):
Deposits in trusts for employee deferred compensation plans. . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2015
$198,256
70,524
$268,780
2014
$172,237
73,100
$245,337
Note D—Goodwill
The following table sets forth the activity in goodwill from December 31, 2013, through December 31, 2015 (in
thousands):
Goodwill
Temporary
and
consultant
staffing
Permanent
placement
staffing
Risk
consulting
and
internal
audit
services
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 134,692
—
(728)
Balance as of December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 133,964
—
(791)
Balance as of December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 133,173
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . .
$ 26,574
—
(124)
$ 26,450
$ 39,567
—
(493)
$ 39,074
— 10,988
(907)
$ 49,155
(199)
$ 26,251
Total
$ 200,833
—
(1,345)
$ 199,488
10,988
(1,897)
$ 208,579
In November 2015 the Company, through its wholly owned subsidiary Protiviti, acquired certain assets of Decision First
Technologies, a company specializing in business intelligence solutions. As part of the asset acquisition, the Company recorded
goodwill of $11 million within its risk consulting and internal audit services segment.
Note E—Property and Equipment, Net
Property and equipment consisted of the following (in thousands):
Computer hardware . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2015
$ 162,346
339,634
96,536
118,491
9,560
726,567
(583,661)
$ 142,906
2014
$ 159,309
312,968
105,262
113,782
9,045
700,366
(578,612)
$ 121,754
34
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note F—Accrued Payroll and Benefit Costs
Accrued payroll and benefit costs consisted of the following (in thousands):
Payroll and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee deferred compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Workers’ compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payroll taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll and benefit costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Included in employee deferred compensation plans is the following (in thousands):
December 31,
2015
$ 240,793
212,220
25,834
25,935
$ 504,782
2014
$ 213,962
181,709
26,127
26,317
$ 448,115
December 31,
2015
2014
Deferred compensation plan and other benefits related to the
Company’s Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$81,874
$79,060
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
$1.2 million at December 31, 2015, and $1.3 million at December 31, 2014. At December 31, 2015, $1.2 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, 2015 (in thousands):
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 153
167
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
218
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
239
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,160
At December 31, 2015, the notes carried fixed rates and the weighted average interest rate for the above was 9.0% for
each of the years ended December 31, 2015, 2014 and 2013.
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 $13.5 million in debt support standby letters
of credit as of December 31, 2015 and $16.6 million as of December 31, 2014. Of the debt support standby letters of credit
outstanding, $12.3 million as of December 31, 2015 and $15.3 million as of December 31, 2014, satisfies workers’
compensation insurer’s collateral requirements. There is a service fee of 1.125% on the used portion of the facility. The facility
is subject to certain financial covenants and expires on August 31, 2016. The Company intends to renew this facility prior to its
August 31, 2016 expiration.
35
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note H—Income Taxes
The provision (benefit) for income taxes for the years ended December 31, 2015, 2014 and 2013, consisted of the
following (in thousands):
Years Ended December 31,
2014
2013
2015
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$181,640
36,281
13,892
$146,633
33,054
15,377
$114,687
27,358
16,598
Deferred:
Federal and state . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,398)
(181)
$223,234
(4,626)
983
$191,421
(7,759)
(5,500)
$145,384
Income before the provision for income taxes for the years ended December 31, 2015, 2014 and 2013, consisted of the
following (in thousands):
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
2014
$449,834
47,515
$497,349
2013
$357,382
40,197
$397,579
2015
$520,263
60,767
$581,030
The income taxes shown above varied from the statutory federal income tax rates for these periods as follows:
Federal U.S. income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income taxes, net of federal tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-U.S. income taxed at different rates, net of foreign tax
credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax impact of uncertain tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance release, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
2015
2013
2014
35.0% 35.0% 35.0%
4.2
4.2
0.6
0.5
4.3
0.7
(1.0)
(0.2)
0.1
(1.3)
(0.6)
(0.6)
0.1
(0.1)
(0.2)
(1.0)
(0.3)
(0.5)
(0.1)
(0.2)
(0.1)
38.4% 38.5% 36.6%
36
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note H—Income Taxes (continued)
The deferred portion of the tax provision (benefit) consisted of the following (in thousands):
Years Ended December 31,
2015
2014
2013
Amortization of franchise rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of other intangibles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses, deducted for tax when paid . . . . . . . . . . . . . . . . . . . .
Capitalized costs for books, deducted for tax. . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal impact of unrecognized tax benefits . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
514
1,590
(17,664)
5,315
(5,932)
1,058
3,636
2,904
514
514
621
1,241
(11,190)
(14,221)
3,019
8,809
(2,597)
(4,147)
(274)
44
(3,449)
(186)
97
4,303
$ (8,579) $ (3,643) $(13,259)
The deferred income tax amounts included on the Consolidated Statements of Financial Position are composed of the
following (in thousands):
Current deferred income tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term deferred income tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2015
$ 145,684
(29,139)
$ 116,545
2014
$ 133,151
(26,807)
$ 106,344
The components of the deferred income tax amounts at December 31, 2015 and 2014, were as follows (in thousands):
December 31,
2015
2014
Deferred Income Tax Assets
Provision for bad debts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation and other benefit obligations . . . . . . . . . . . . . . . . . . . .
Workers’ compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credits and net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 11,092
96,948
8,206
15,814
35,499
23,885
$
9,210
83,065
9,138
14,572
39,309
25,316
Total deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191,444
180,610
Deferred Income Tax Liabilities
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment basis differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred income tax liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(26,960)
(11,890)
(9,720)
(48,570)
(26,329)
(25,060)
(12,384)
(7,261)
(44,705)
(29,561)
Total deferred income tax assets, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $116,545
$106,344
Credits and net operating loss carryforwards primarily include net operating losses in foreign countries of $27.9 million
that expire in 2016 and later; and California enterprise zone tax credits of $4.3 million that expire in 2023. Valuation allowances
of $24.5 million and $1.8 million have been established for net operating losses carryforwards in foreign countries and
California enterprise zone tax credits, respectively.
37
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note H—Income Taxes (continued)
The Company has not provided deferred income taxes or foreign withholding taxes on $5.7 million and $3.7 million of
undistributed earnings of its non-U.S. subsidiaries as of December 31, 2015 and 2014, respectively, since the Company intends
to reinvest these earnings indefinitely. The U.S. tax impact upon repatriation, net of foreign tax credits, would be zero for the
years ended December 31, 2015 and 2014.
FASB authoritative guidance 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 literature 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, 2013 to
December 31, 2015 (in thousands):
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross increases—tax positions in prior years . . . . . . . . . . . . . . . . . . . . .
Gross decreases—tax positions in prior years . . . . . . . . . . . . . . . . . . . . .
Gross increases—tax positions in current year . . . . . . . . . . . . . . . . . . . .
Settlements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapse of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2014
$ 6,110
1
(333)
35
—
(1,240)
$ 4,573
2015
$ 4,573
—
(1,807)
120
(520)
(1,552)
$ 814
2013
$ 7,097
559
(369)
38
—
(1,215)
$ 6,110
The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $0.5 million, $0.9
million and $1.3 million for 2015, 2014 and 2013, 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, 2015, is $0.2 million, including a $2.3 million
reduction recorded in income tax expense during the year. The total amount of interest and penalties accrued as of December
31, 2014 is $2.5 million, including a $0.3 million reduction recorded in income tax expense during the year. The total amount of
interest and penalties accrued as of December 31, 2013, was $2.8 million, including a $0.3 million reduction recorded in
income tax expense 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, $0.3 million of the unrecognized gross tax benefit has been classified as a current liability as of
December 31, 2015. This amount primarily represents unrecognized tax benefits composed of items related to assessed state
income tax audits and negotiations.
The Company’s major income tax jurisdictions are the United States, Australia, Belgium, Canada, France, Germany and
the United Kingdom. For U.S. federal income tax, the Company remains subject to examination for 2012 and subsequent years.
For major U.S. states, with few exceptions, the Company remains subject to examination for 2011 and subsequent years.
Generally, for the foreign countries, the Company remains subject to examination for 2008 and subsequent years.
Note I—Commitments and Contingencies
Rental expense, primarily for office premises, amounted to $85.9 million, $89.9 million and $92.7 million for the years
ended December 31, 2015, 2014 and 2013, respectively. The approximate minimum rental commitments for 2016 and thereafter
under non-cancelable leases in effect at December 31, 2015 were as follows (in thousands):
38
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note I—Commitments and Contingencies (continued)
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 88,177
74,939
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56,425
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42,763
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,668
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81,437
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$381,409
On April 23, 2010, Plaintiffs David Opalinski and James McCabe, on behalf of themselves and a putative class of
similarly situated Staffing Managers, filed a Complaint in the United States District Court for the District of New Jersey
naming the Company and one of its subsidiaries as Defendants. The Complaint alleges that salaried Staffing Managers located
throughout the U.S. have been misclassified as exempt from the Fair Labor Standards Act’s overtime pay requirements.
Plaintiffs seek an unspecified amount for unpaid overtime on behalf of themselves and the class they purport to represent.
Plaintiffs also seek an unspecified amount for statutory penalties, attorneys’ fees and other damages. On October 6, 2011, the
Court granted the Company’s motion to compel arbitration of the Plaintiffs’ allegations. At this stage, it is not feasible to predict
the outcome of or a range of loss, should a loss occur, from these allegations and, accordingly, no amounts have been provided
in the Company’s financial statements. The Company believes it has meritorious defenses to the allegations, and the Company
intends to continue to vigorously defend against the allegations.
On March 13, 2014, Plaintiff Leonor Rodriguez, on her own behalf and on behalf of a putative class of allegedly similarly
situated individuals, filed a complaint against the Company in the Superior Court of California, San Diego County. The
complaint alleges that a putative class of current and former employees of the Company working in California since March 13,
2011 were denied compensation for the time they spent interviewing with clients of the Company as well as performing
activities related to the interview process. Rodriguez seeks recovery on her own behalf and on behalf of the putative class in an
unspecified amount for this allegedly unpaid compensation. Rodriguez also seeks recovery of an unspecified amount for the
alleged failure of the Company to provide her and the putative class with accurate wage statements. Rodriguez also seeks an
unspecified amount of other damages, attorneys’ fees, and statutory penalties, including but not limited to statutory penalties on
behalf of herself and other allegedly “aggrieved employees” as defined by California’s Labor Code Private Attorney General
Act (“PAGA”). On October 10, 2014, the Court granted a motion by the Company to compel all of Rodriguez’s claims, except
the PAGA claim, to individual arbitration. 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 Company’s 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 March 23, 2015, Plaintiff Jessica Gentry, on her own behalf and on behalf of a putative class of allegedly similarly
situated individuals, filed a complaint against the Company in the Superior Court of California, San Francisco County, which
was subsequently amended on October 23, 2015. The complaint, which was filed by the same plaintiffs’ law firm that brought
the Rodriguez matter described above, alleges claims similar to those alleged in Rodriguez. Specifically, the complaint alleges
that a putative class of current and former employees of the Company working in California since March 13, 2010 were denied
compensation for the time they spent interviewing “for temporary and permanent employment opportunities” as well as
performing activities related to the interview process. Gentry seeks recovery on her own behalf and on behalf of the putative
class in an unspecified amount for this allegedly unpaid compensation. Gentry also seeks recovery of an unspecified amount for
the alleged failure of the Company to provide her and the putative class with accurate wage statements. Gentry also seeks an
unspecified amount of other damages, attorneys’ fees, and statutory penalties, including penalties for allegedly not paying all
wages due upon separation to former employees and statutory penalties on behalf of herself and other allegedly “aggrieved
employees” as defined by PAGA. On January 4, 2016, the Court denied a motion by the Company to compel all of Gentry’s
claims, except the PAGA claim, to individual arbitration. 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
Company’s Financial Statements. The Company believes it has meritorious defenses to the allegations and the Company
intends to continue to vigorously defend against the litigation.
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.
39
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2015 ANNUAL REPORT | ROBERT HALF 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, 2015, the Company is authorized to repurchase, from time to time, up
to 10.4 million additional shares of the Company’s common stock on the open market or in privately negotiated transactions,
depending on market conditions. The number and the cost of common stock shares repurchased during the years ended
December 31, 2015, 2014 and 2013, are reflected in the following table (in thousands):
Common stock repurchased (in shares) . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
2014
3,336
$161,587
2013
3,305
$117,864
2015
4,343
$228,166
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. The number and the cost of
employee stock plan repurchases made during the years ended December 31, 2015, 2014 and 2013, are reflected in the
following table (in thousands):
Employee stock plan repurchased (in shares) . . . . . . . . . . . . . . . . . . . . . . . .
Employee stock plan repurchased. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
474
$ 24,755
462
$ 22,386
Years Ended December 31,
2014
2015
2013
1,157
$ 44,169
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, 2015, 2014 and 2013 (consisting
of stock option exercises and the purchase of shares for the treasury) is presented in the Consolidated Statements of
Stockholders’ Equity.
Cash Dividends. The Company’s Board of Directors may at their discretion declare and pay dividends upon the shares of
the Company’s stock either out of the Company’s retained earnings or capital surplus. The cash dividends declared during the
years ended December 31, 2015, 2014 and 2013, are reflected in the following table:
Cash dividends declared per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
2014
2015
$ .72
$ .80
2013
$ .64
Repurchases of shares and issuances of cash dividends are applied first to the extent of retained earnings and any
remaining amounts are applied to capital surplus.
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 either on a straight-line basis over four years or on a cliff basis
over three 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. The Company has not granted any options to purchase common stock since 2006.
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 for grants made prior to July 28, 2009, receive all dividends with respect to such shares on the
dividend payment dates, whether or not the shares have vested as long as any performance condition has been met. Restricted
40
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RHI 10K 2015 FINAL.CG2.indd 40
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note K—Stock Plans (continued)
stock grants made on or after July 28, 2009, contain forfeitable rights to dividends. Dividends for these grants are accrued on
the dividend payment dates but are not paid until the shares vest, and dividends accrued for shares that ultimately do not vest
are forfeited. 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.
FASB authoritative guidance 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 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 the FASB authoritative guidance.
The Company recognizes compensation expense equal to the grant-date fair value for all stock-based payment awards
that are expected to vest. This expense is recorded on a straight-line basis over the requisite service period of the entire award,
unless the awards are subject to performance conditions, in which case the Company recognizes compensation expense over the
requisite service period of each separate vesting tranche. The Company determines the grant-date fair value of its restricted
stock and stock unit awards using the fair market value on the grant date, unless the awards are subject to market conditions, in
which case the Company utilizes a binomial-lattice model (i.e., Monte Carlo simulation model). The Monte Carlo simulation
model utilizes multiple input variables to determine the stock-based compensation expense.
During the year ended December 31, 2015, the Company granted performance shares to its executives in the form of
restricted stock. The shares granted contain (1) a performance condition based on target net income per share, and (2) a market
condition based on Total Shareholder Return (“TSR”). The TSR market condition measures the Company’s performance
against a peer group. Shares will be delivered at the end of the three year vesting and TSR performance period based on the
Company’s actual performance compared to the peer group. Actual shares earned will range from fifty percent (50%) to one
hundred fifty percent (150%) of the target award after any adjustment made for the performance condition. The fair value of
this award was determined using a Monte Carlo simulation with the following assumptions: an historical volatility of 23.70%,
0% dividend yield and a risk-free interest rate of 0.84%. The historical volatility was based on the most recent 2.76-year period
for the Company and the components of the peer group. The stock price projection for the Company and the components of the
peer group assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over
the performance period. The risk-free interest rate is equal to the yield, as of the measurement date, of the zero-coupon U.S.
Treasury bill that is commensurate with the remaining performance measurement period.
Stock-based compensation expense consisted of the following (in thousands):
Restricted stock and stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,292
2015
2014
$ 40,821
2013
$ 38,867
Years Ended December 31,
Unrecognized compensation cost is expected to be recognized over the next four years. Total unrecognized compensation
cost, net of estimated forfeitures, consisted of the following (in thousands):
Restricted stock and stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 60,627
2015
December 31,
2014
$ 54,968
2013
$ 53,646
The following table reflects activity under all stock plans from December 31, 2012 through December 31, 2015, and the
weighted average exercise prices (in thousands, except per share amounts):
41
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note K—Stock Plans (continued)
Restricted Stock Plans
without Market-Condition
Restricted Stock Plans
with Market-Condition
Number of
Shares/
Units
Weighted
Average
Grant Date
Fair Value
Number of
Shares/
Units
Weighted
Average
Grant Date
Fair Value
Stock Option Plans
Number of
Shares/
Units
Weighted
Average Exercise
Price Per Share
Outstanding, December 31, 2012 . . . . .
Granted. . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . .
Restrictions lapsed . . . . . . . . . . . . .
Forfeited. . . . . . . . . . . . . . . . . . . . .
Outstanding, December 31, 2013 . . . . .
Granted. . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . .
Restrictions lapsed . . . . . . . . . . . . .
Forfeited
Outstanding, December 31, 2014 . . . . .
Granted
Exercised . . . . . . . . . . . . . . . . . . . .
Restrictions lapsed
Forfeited. . . . . . . . . . . . . . . . . . . . .
Outstanding, December 31, 2015
1,737
688
—
(1,087)
(21)
1,317
585
—
(712)
(25)
1,165
502
—
(599)
(16)
1,052
$28.25
$35.34
—
$28.53
$31.29
$31.68
$41.60
—
$31.96
$32.82
$36.47
$58.14
—
$36.30
$37.63
$46.88
758
400
—
(259)
—
899
335
—
—
—
1,234
257
—
(499)
—
992
$30.77
$42.04
—
$29.53
—
$36.58
$50.09
—
—
—
$40.24
$71.86
—
$31.41
—
$52.89
2,091
—
(1,397)
—
(62)
632
—
(528)
—
(27)
77
—
(54)
—
(11)
12
$24.80
—
$23.82
—
$20.48
$27.41
—
$27.12
—
$27.83
$29.22
—
$28.18
—
$30.94
$32.36
The total pre-tax intrinsic value of stock options exercised and the total fair value of shares vested during the years ended
December 31, 2015, 2014 and 2013, are reflected in the following table (in thousands):
Total pre-tax intrinsic value of stock options exercised . . . . . . . . . . . . . . .
Total fair value of shares vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
2014
$ 9,150
$ 38,566
2013
$ 17,092
$ 53,931
2015
$ 1,709
$ 56,570
The following table summarizes information about options outstanding and exercisable as of December 31, 2015 (in
thousands, except number of years and per share amounts):
Range of
Exercise Prices
$32.36 to $32.36
Options Outstanding and Exercisable
Number
Outstanding
and Exercisable as of
December 31,
2015
12
Weighted
Average
Remaining
Contractual
Life
0.57
Weighted
Average
Exercise
Price
$32.36
Aggregate
Intrinsic
Value
$ 179
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company’s
closing stock price of $47.14 as of December 31, 2015, which would have been received by the option holders had they
exercised their in-the-money options as of that date.
At December 31, 2015, 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 5.8 million. All of the 12
thousand options outstanding at December 31, 2015, were exercisable with a weighted average exercise price of $32.36.
42
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note L—Net Income Per Share
The calculation of net income per share for the three years ended December 31, 2015 is reflected in the following table
(in thousands, except per share amounts):
Years Ended December 31,
2015
2014
2013
Basic net income per share:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income allocated to participating securities . . . . . . . . . . . . . . . . . .
Net income available to common
stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic weighted average shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$357,796
—
$305,928
—
$252,195
3
$357,796
$305,928
$252,192
131,749
2.72
$
134,358
2.28
$
136,153
1.85
$
Diluted net income per share:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income allocated to participating securities . . . . . . . . . . . . . . . . . .
Net income available to common
stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic weighted average shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dilutive effect of potential common shares. . . . . . . . . . . . . . . . . . .
$357,796
—
$305,928
—
$252,195
3
$357,796
$305,928
$252,192
131,749
1,181
134,358
1,183
136,153
1,436
Diluted weighted average shares . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted net income per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132,930
135,541
137,589
$
2.69
$
2.26
$
1.83
Potential common shares include the dilutive effect of stock options, unvested performance-based restricted stock,
restricted stock which contains forfeitable rights to dividends, and stock units.
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 stock units and performance-based restricted stock had vested.
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 from operations before net interest income, intangible amortization expense,
and income taxes.
43
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2015 ANNUAL REPORT | ROBERT HALF
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):
Net service revenues
Temporary and consultant staffing. . . . . . . . . . . . . . . . . . . . .
Permanent placement staffing . . . . . . . . . . . . . . . . . . . . . . . .
Risk consulting and internal audit
services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income
Temporary and consultant staffing. . . . . . . . . . . . . . . . . . . . .
Permanent placement staffing . . . . . . . . . . . . . . . . . . . . . . . .
Risk consulting and internal audit
services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years Ended December 31,
2014
2013
2015
$3,930,843
421,411
$3,676,281
394,515
$3,369,840
347,715
742,679
624,218
528,340
$5,094,933
$4,695,014
$4,245,895
$ 399,808
85,019
$ 358,533
78,333
$ 301,185
54,390
95,845
60,316
42,702
580,672
192
(550)
$ 581,030
497,182
557
(724)
$ 497,349
398,277
1,700
(1,002)
$ 397,579
The Company does not report total assets by segment. The following tables represent identifiable assets by business
segment (in thousands):
Accounts receivable
Temporary and consultant staffing . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent placement staffing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk consulting and internal audit services . . . . . . . . . . . . . . . . . . .
Goodwill
Temporary and consultant staffing . . . . . . . . . . . . . . . . . . . . . . . . .
Permanent placement staffing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk consulting and internal audit services . . . . . . . . . . . . . . . . . . .
December 31,
2014
2013
2015
$425,179
121,670
192,878
$739,727
$403,615
115,563
169,042
$688,220
$349,364
100,550
129,252
$579,166
December 31,
2014
2013
2015
$133,173
26,251
49,155
$208,579
$133,964
26,450
39,074
$199,488
$134,692
26,574
39,567
$200,833
44
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RHI 10K 2015 FINAL.CG2.indd 44
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note M—Business Segments (continued)
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):
Net service revenues (a)
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,105,013
989,920
Foreign (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,623,812
1,071,202
$3,219,820
1,026,075
Years Ended December 31,
2015
2014
2013
$5,094,933
$4,695,014
$4,245,895
December 31,
2015
2014
2013
Assets, long-lived
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 117,176
25,730
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 101,181
20,573
$
92,252
20,392
$ 142,906
$ 121,754
$ 112,644
(a) There were no customers that accounted for more than 10% of the Company's total net revenue in any year presented.
(b) No individual country represented more than 10% of revenues in any year presented.
Note N—Quarterly Financial Data (Unaudited)
The following tabulation shows certain quarterly financial data for 2015 and 2014 (in thousands, except per share
amounts):
1
2015
Net service revenues . . . . . . . . . . . . . . . . . . . . . $1,205,563
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 494,087
Income before income taxes . . . . . . . . . . . . . . . $ 128,174
77,922
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Basic net income per share . . . . . . . . . . . . . . . . $
.59
$
Diluted net income per share
.58
Quarter
2
$1,272,058
$ 530,502
$ 149,235
89,706
$
.68
$
3
$1,312,718
$ 549,801
$ 159,306
96,725
$
.74
$
4
$1,304,594
$ 540,081
$ 144,315
93,443
$
.71
$
$
.67
$
.73
$
.71
Quarter
1
2014
Net service revenues . . . . . . . . . . . . . . . . . . . . . $1,084,342
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 438,495
Income before income taxes . . . . . . . . . . . . . . . $ 102,014
61,551
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
.45
Basic net income per share . . . . . . . . . . . . . . . . $
.45
$
Diluted net income per share
2
$1,164,914
$ 478,444
$ 123,653
75,140
$
.56
$
.55
$
3
$1,224,308
$ 505,220
$ 138,361
85,184
$
.64
$
.63
$
4
$1,221,450
$ 500,757
$ 133,321
84,053
$
.63
$
.62
$
45
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2015 ANNUAL REPORT | ROBERT HALF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note O—Subsequent Events
On February 11, 2016 the Company announced the following:
Quarterly dividend per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Declaration date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$.22
February 11, 2016
February 25, 2016
March 15, 2016
46
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2015 ANNUAL REPORT | ROBERT HALF
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, 2015 and 2014,
and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 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, 2015,
based on criteria established in Internal Control - Integrated Framework (2013) 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, 2016
47
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2015 ANNUAL REPORT | ROBERT HALF 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 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, 2015, using criteria established in Internal Control-Integrated Framework (2013) 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, 2015.
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, 2015, 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
None.
48
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2015 ANNUAL REPORT | ROBERT HALF 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 Registered Public Accounting Firm” 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 2016.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Equity Compensation Plan Information
Plan Category
Equity compensation plans approved by security
holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity compensation plans not approved by
security holders. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
A
Weighted average
exercise price of
outstanding options,
warrants and rights
B
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column A)
C
12,107
—
12,107
$32.36
—
$32.36
5,762,138
—
5,762,138
Since May 2005, all grants have been made pursuant to the Stock Incentive Plan, which was approved by stockholders in
May 2005 and re-approved in May 2008, May 2011, May 2013, and May 2014. Such plan authorizes the issuance of stock
options, restricted stock, stock units and stock appreciation rights to directors, executive officers and employees.
49
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Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements
PART IV
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, 2015 and 2014.
Consolidated statements of operations for the years ended December 31, 2015, 2014, and 2013.
Consolidated statements of comprehensive income for the years ended December 31, 2015, 2014, and 2013.
Consolidated statements of stockholders’ equity for the years ended December 31, 2015, 2014, and 2013.
Consolidated statements of cash flows for the years ended December 31, 2015, 2014, and 2013.
Notes to consolidated financial statements.
Report of independent registered public accounting firm.
Selected quarterly financial data for the years ended December 31, 2015 and 2014 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.
50
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3. Exhibits
Exhibit
No.
3.1
3.2
4.1
*10.1
*10.2
*10.3
*10.4
*10.5
*10.6
*10.7
*10.8
Exhibit
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 March 31, 2009.
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.
Restated Certificate of Incorporation of Registrant (filed as Exhibit 3.1).
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.
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 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, (xvi) Exhibit 10.5 to the
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008, and
(xvii) Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2010.
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.
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.
Amended and Restated Severance Agreement dated as of February 9, 2011, between
Registrant and Paul F. Gentzkow, incorporated by reference to Exhibit 10.8 to Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
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.
Form of Amended and Restated Severance Agreement, incorporated by reference to Exhibit
10.10 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31,
2010.
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.
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2015 ANNUAL REPORT | ROBERT HALF
Exhibit
No.
*10.9
*10.10
*10.11
*10.12
*10.13
*10.14
*10.15
*10.16
*10.17
*10.18
*10.19
*10.20
*10.21
*10.22
*10.23
21.1
23.1
31.1
Exhibit
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.
Senior Executive Retirement Plan, incorporated by reference to Exhibit 10.13 to
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
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.
Form of Part-Time Employment Agreement, 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 September 30, 2014.
Annual Performance Bonus Plan, as amended and restated, incorporated by reference to
Exhibit 99.1 to Registrant’s Current Report on Form 8-K dated May 23, 2013.
Summary of Outside Director Cash Remuneration, incorporated by reference to Exhibit
10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2010.
Stock Incentive Plan, 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 September 30,
2014.
Stock Incentive Plan—Form of Restricted Share Agreement for Executive Officers effective
April 15, 2013, incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2013.
Stock Incentive Plan—Form of Restricted Share Agreement for Executive Officers effective
through April 14, 2013, incorporated by reference to Exhibit 99.3 to Registrant’s Current
Report on Form 8-K dated May 3, 2005.
Amendment to Restricted Share Agreement dated as of May 9, 2012, between Registrant
and Harold M. Messmer, Jr., incorporated by reference to Exhibit 10.1 to Registrant’s
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012.
Form of Amendment to Restricted Share Agreement dated as of May 9, 2012, incorporated
by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2012.
Form of Amendment to Restricted Share Agreement dated as of November 8, 2012,
incorporated by reference to Exhibit 10.27 to Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2012.
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.
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.
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.
Subsidiaries of the Registrant.
Independent Registered Public Accounting Firm’s Consent.
Rule 13a-14(a) Certification of Chief Executive Officer.
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2015 ANNUAL REPORT | ROBERT HALF
Exhibit
No.
31.2
32.1
32.2
101.1
Exhibit
Rule 13a-14(a) Certification of Chief Financial Officer.
Rule 1350 Certification of Chief Executive Officer.
Rule 1350 Certification of Chief Financial Officer.
Part II, Item 8 of this Form 10-K formatted in XBRL.
* Management contract or compensatory plan.
53
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2015 ANNUAL REPORT | ROBERT HALF
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.
SIGNATURES
ROBERT HALF INTERNATIONAL INC.
(Registrant)
Date: February 17, 2016
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 17, 2016
Date: February 17, 2016
Date: February 17, 2016
Date: February 17, 2016
Date: February 17, 2016
Date: February 17, 2016
Date: February 17, 2016
/s/ HAROLD M. MESSMER, JR.
Harold M. Messmer, Jr.
Chairman of the Board,
Chief Executive Officer,
and a Director
(Principal Executive Officer)
/s/ ANDREW S. BERWICK, JR.
Andrew S. Berwick, Jr., Director
/s/ BARBARA J. NOVOGRADAC
Barbara J. Novogradac, Director
/s/ ROBERT J. PACE
Robert J. Pace, Director
/s/ FREDERICK A. RICHMAN
Frederick A. Richman, Director
/s/ M. KEITH WADDELL
M. Keith Waddell
Vice Chairman, President,
Chief Financial Officer and a Director
(Principal Financial Officer)
/s/ MICHAEL C. BUCKLEY
Michael C. Buckley
Executive Vice President and Treasurer
(Principal Accounting Officer)
By:
By:
By:
By:
By:
By:
By:
54
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2015 ANNUAL REPORT | ROBERT HALF
Schedule II—Valuation and Qualifying Accounts
(in thousands)
Year Ended December 31, 2013
Allowance for doubtful accounts
receivable . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax valuation allowance . . . . . . .
Year Ended December 31, 2014
Allowance for doubtful accounts
receivable . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax valuation allowance . . . . . . .
Year Ended December 31, 2015
Allowance for doubtful accounts
receivable . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax valuation allowance . . . . . . .
Balance at
Beginning of
Period
$24,852
$39,310
$27,261
$37,044
$30,544
$29,561
Charged to
Expenses
Deductions
Translation
Adjustments
Balance at
End of Period
7,467
7,053
9,825
1,742
12,005
6,283
(4,313)
(8,135)
(3,670)
(6,056)
(5,353)
(8,068)
(745)
(1,184)
(2,872)
(3,169)
(2,109)
(1,447)
$27,261
$37,044
$30,544
$29,561
$35,087
$26,329
55
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2015 ANNUAL REPORT | ROBERT HALF SUBSIDIARIES OF ROBERT HALF INTERNATIONAL INC.
Name of Subsidiary
RH Holding Company, Inc.
Robert Half of California, Inc.
Robert Half Staffing, LLC
Robert Half Temporaries, Inc.
Jersey Temporaries, Inc.
Protiviti Inc.
Protiviti Holdings Inc.
RH-TM Resources, Inc.
Protiviti Government Services, Inc.
Robert Half Corporation
Robert Half Nevada Staff, Inc.
Robert Half of Pennsylvania, Inc.
Protiviti Pty. Limited
Robert Half Australia Pty. Limited
Robert Half Austria GmbH
Robert Half BVBA
Robert Half Trabalho Temporário Ltda.
Protiviti EOOD
Robert Half Canada Inc.
Robert Half Internacional Empresa De Servicios Transitorios Limitada
Protiviti Shanghai Co. Ltd.
Robert Half Human Resources Shanghai Company Limited
Robert Half Hong Kong Limited
Protiviti Hong Kong Co. Limited
Protiviti SAS
EXHIBIT 21.1
Jurisdiction of
Incorporation
California
California
California
California
Delaware
Delaware
Delaware
Delaware
Maryland
Nevada
Nevada
Pennsylvania
Australia
Australia
Austria
Belgium
Brazil
Bulgaria
Canada
Chile
China
China
China, Hong Kong SAR
China, Hong Kong SAR
France
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2015 ANNUAL REPORT | ROBERT HALF
Name of Subsidiary
Robert Half International France SAS
Robert Half SAS
Protiviti GmbH
Robert Half Deutschland Beteiligungsgesellschaft GmbH
Robert Half Deutschland GmbH & Co. KG
Protiviti Consulting Private Limited
Protiviti S.r.l.
Robert Half S.r.l.
Protiviti LLC
Robert Half Japan Ltd.
Robert Half Sarl
Robert Half Holding Sarl
Protiviti B.V.
Robert Half International B.V.
Robert Half Nederland B.V.
Robert Half New Zealand Limited
Protiviti Pte. Ltd.
Robert Half International Pte. Ltd.
Robert Half GmbH
Robert Half International (Dubai) Ltd.
Protiviti Limited
Robert Half Holdings Limited
Robert Half Limited
Jurisdiction of
Incorporation
France
France
Germany
Germany
Germany
India
Italy
Italy
Japan
Japan
Luxembourg
Luxembourg
Netherlands
Netherlands
Netherlands
New Zealand
Singapore
Singapore
Switzerland
United Arab Emirates
United Kingdom
United Kingdom
United Kingdom
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2015 ANNUAL REPORT | ROBERT HALF
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EXHIBIT 23.1
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-14706,
33-32622, 33-32623, 33-39187, 33-39204, 33-40795, 33-52617, 33-56639, 33-56641, 33-57763, 33-62138, 33-62140,
33-65401, 33-65403, 333-05743, 333-05745, 333-18283, 333-18339, 333-38786, 333-38820, 333-42471, 333-42573,
333-42343, 333-42269, 333-50068, 333-50094, 333-66038, 333-66042, 333-68193, 333-68135, 333-68273, 333-75694,
333-79793, 333-79829, 333-88001, 333-91173, 333-91151, 333-91167, 333-98737, 333-125044, 333-151015, and
333-196291) of Robert Half International Inc., of our report dated February 17, 2016, relating to the consolidated financial
statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this
Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
February 17, 2016
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2015 ANNUAL REPORT | ROBERT HALF
EXHIBIT 31.1
Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934
I, Harold M. Messmer, Jr., certify that:
1.
2.
3.
4.
I have reviewed this report on Form 10-K of Robert Half International Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 17, 2016
/s/ HAROLD M. MESSMER, JR.
Harold M. Messmer, Jr.
Chairman and Chief Executive Officer
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2015 ANNUAL REPORT | ROBERT HALF
EXHIBIT 31.2
Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934
I, M. Keith Waddell, certify that:
1.
2.
3.
4.
I have reviewed this report on Form 10-K of Robert Half International Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 17, 2016
/s/ M. KEITH WADDELL
M. Keith Waddell
Vice Chairman, President and
Chief Financial Officer
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2015 ANNUAL REPORT | ROBERT HALF
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 of Robert Half
International Inc. (the “Form 10-K”), I, Harold M. Messmer, Jr., Chief Executive Officer of Robert Half International Inc.,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of
operations of Robert Half International Inc.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by
Section 906, has been provided to Robert Half International Inc. and will be retained by Robert Half International Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.
February 17, 2016
/s/ Harold M. Messmer, Jr.
Harold M. Messmer, Jr.
Chief Executive Officer
Robert Half International Inc.
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2015 ANNUAL REPORT | ROBERT HALF
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 of Robert Half
International Inc. (the “Form 10-K”), I, M. Keith Waddell, Chief Financial Officer of Robert Half International Inc., certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of
operations of Robert Half International Inc.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by
Section 906, has been provided to Robert Half International Inc. and will be retained by Robert Half International Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.
February 17, 2016
/s/ M. Keith Waddell
M. Keith Waddell
Chief Financial Officer
Robert Half International Inc.
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2015 ANNUAL REPORT | ROBERT HALF
CORPORATE DIRECTORY
BOARD OF DIRECTORS
MANAGEMENT
Andrew S. Berwick, Jr.
President and Chief Executive Officer of
Berwick-Pacific Corporation, a real estate
development company
Harold M. Messmer, Jr.
Chairman of the Board and Chief Executive
Officer of Robert Half International
Marc H. Morial
President and Chief Executive Officer of the
National Urban League
Barbara J. Novogradac
President of Novogradac Investment Company,
a private real estate investment company
Robert J. Pace
Retired partner and Managing Director of
Goldman, Sachs & Co., a global investment
banking and securities firm
Executive Officers
Harold M. Messmer, Jr.
Chairman of the Board and Chief Executive Officer
M. Keith Waddell
Vice Chairman of the Board, President and
Chief Financial Officer
Paul F. Gentzkow
President and Chief Operating Officer
— Staffing Services
Robert W. Glass
Executive Vice President, Corporate Development
Michael C. Buckley
Executive Vice President, Chief Administrative Officer,
Treasurer and Assistant Secretary
Officers
Evelyn Crane-Oliver
Senior Vice President, Secretary and General Counsel
Frederick A. Richman
Consultant to Deloitte Tax LLP
Kenneth D. Gitlin
Senior Vice President, Operational Support
M. Keith Waddell
Vice Chairman of the Board,
President and Chief Financial Officer
of Robert Half International
Corporate Headquarters
2884 Sand Hill Road
Menlo Park, California 94025
650.234.6000
www.roberthalf.com
Registrar and Stock Transfer Agent
Computershare
211 Quality Circle, Suite 210
College Station, Texas 77845
800.676.0894
800.952.9245 (Hearing Impaired)
201.680.6578 (Foreign Shareholders)
www.computershare.com/investor
Stephen M. Hilton
Senior Vice President, Corporate Controller and
Assistant Treasurer
Christopher M. Hoffmann
Senior Vice President, Commercial Transactions and Law
Tami A. Munns
Senior Vice President, Corporate Services — Staffing
M. Sean Perry
Senior Vice President, Chief Information Officer
Reesa M. Staten
Senior Vice President, Corporate Communications
Paula M. Streit
Senior Vice President, Corporate Services — Protiviti
Michelle M. Whitman
Senior Vice President, Marketing
2015 ANNUAL REPORT | ROBERT HALF ACCOUNTEMPS®
ROBERT HALF® FINANCE & ACCOUNTING
ROBERT HALF® MANAGEMENT RESOURCES
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