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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A





(Amendment No. 1)



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

FOR THE FISCAL YEAR ENDED December 30, 2011

OR



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

FOR THE TRANSITION PERIOD FROM              TO

COMMISSION FILE NUMBER 0-24343





The Hackett Group, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|FLORIDA                                                        |  | 65-0750100                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1001 Brickell Bay Drive, Suite 3000
Miami, Florida             |  | 33131                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(305) 375-8005

(Registrants telephone number, including area code)





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



|                                        |  |                                            
|--------------------------------------- |  | -------------------------------------------
|(Title of each class)                   |  | (Name of each exchange on which registered)
|Common Stock, par value $.001 per share |  | NASDAQ Stock Market                        

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  x

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

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

Indicate by check mark 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405) 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, or a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check One):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large Accelerated Filer |  |  ̈                                                |  | Accelerated Filer         |  | x
|                        |  |                                                  | 
|Non-accelerated Filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

The aggregate market value of the common stock held by non-affiliates of the registrant was $128,301,791 on July 1, 2011 based on
the last reported sale price of the registrants common stock on the NASDAQ Global Market.

The number of shares of the
registrants common stock outstanding on February 17, 2012 was 40,884,440.





DOCUMENTS
INCORPORATED BY REFERENCE

Part III of the Form 10-K incorporates by reference certain portions of the registrants
proxy statement for its 2012 Annual Meeting of Shareholders filed with the Commission not later than 120 days after the end of the fiscal year covered by this report.









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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment) to the Annual Report on Form 10-K of The Hackett Group, Inc. (the Company) for the fiscal year ended December 30, 2011,
initially filed with the Securities and Exchange Commission (the SEC) on February 24, 2012 (the Original Filing), is being filed to correct certain administrative errors in the Original Filing. The Original Filing
inadvertently (i) did not include a conformed signature on the report of independent registered accounting firm from BDO USA, LLP (BDO) included in Item 8, (ii) did not include a conformed signature on the report of independent
registered accounting firm from BDO included in Item 9A, and (iii) did not include a conformed signature on the consent from BDO in exhibit 23.1.

This Amendment No. 1 is being filed solely to file the reports of independent registered accounting firm and to file a corrected Exhibit 23.1 with conformed signatures that were intended to be filed with
the Original Filing.

In addition, pursuant to the rules of the SEC, Item 8. Financial Statements and Supplementary Data is being
filed in its entirety in this Amendment, however the only change in Item 8 from the Original Filing has been to add the conformed signature to the report of independent registered accounting firm. Further, the exhibit list included in Item 15 of
Part IV of the Original Filing has been amended to contain current dated certifications from the Companys Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of
the Companys Chief Executive Officer and Chief Financial Officer are attached as exhibits to this Amendment.

Except for the foregoing
amended information, this Amendment does not alter or update any other information contained in the Original Filing. Therefore, this Amendment should be read together with other documents that the Company has filed with the SEC subsequent to the
Original Filing. Information in such reports and documents updates and supersedes certain information contained in the Original Filing.



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THE HACKETT GROUP, INC.

FORM 10-K

TABLE OF CONTENTS



|                  |  |                                                                                                |  |     
|----------------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|                  |  |                                                                                                |  | Page
|                  |  |                                                                                               
|ITEM 8.           |  | Financial Statements and Supplementary Data                                                    |  | 4   
|                  |  |                                                                                               
|ITEM 9.           |  | Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure           |  | 29  
|                  |  |                                                                                               
|ITEM 9A.          |  | Controls and Procedures                                                                        |  | 29  
|                  |  |                                                                                               
|ITEM 9B.          |  | Other Information                                                                              |  | 31  
|                 
|PART III         
|                  |  |                                                                                               
|ITEM 10.          |  | Directors, Executive Officers and Corporate Governance                                         |  | 31  
|                  |  |                                                                                               
|ITEM 11.          |  | Executive Compensation                                                                         |  | 31  
|                  |  |                                                                                               
|ITEM 12.          |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters |  | 31  
|                  |  |                                                                                               
|ITEM 13.          |  | Certain Relationships and Related Transactions, and Director Independence                      |  | 31  
|                  |  |                                                                                               
|ITEM 14.          |  | Principal Accounting Fees and Services                                                         |  | 31  
|                 
|PART IV          
|                  |  |                                                                                               
|ITEM 15.          |  | Exhibits and Financial Statement Schedules                                                     |  | 31  
|                  | 
|Signatures        |  | 32                                                                                            
|                  | 
|Index to Exhibits |  | 33                                                                                            



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|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

THE HACKETT GROUP, INC.

INDEX TO FINANCIAL
STATEMENTS AND SCHEDULE



|                                                                                                                                                              |  |      |    | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                                                                              |  | Page |   
|                                                                                                                                                              | 
|Report of Independent Registered Certified Public Accounting Firm                                                                                             |  |      | 5  | 
|                                                                                                                                                              | 
|Consolidated Balance Sheets as of December 30, 2011 and December 31, 2010                                                                                     |  |      | 6  | 
|                                                                                                                                                              | 
|Consolidated Statements of Operations for the Years Ended December 30, 2011, 
December 31, 2010 and January 1, 2010                                           |  |      | 7  | 
|                                                                                                                                                              | 
|Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss) for the Years Ended December 30,
 2011, December 31, 2010 and January 1, 2010 |  |      | 8  | 
|                                                                                                                                                              | 
|Consolidated Statements of Cash Flows for the Years Ended December 30, 2011, December 
31, 2010 and January 1, 2010                                           |  |      | 9  | 
|                                                                                                                                                              | 
|Notes to Consolidated Financial Statements                                                                                                                    |  |      | 10 | 
|                                                                                                                                                              | 
|Schedule II - Valuation and Qualifying Accounts and Reserves                                                                                                  |  |      | 28 | 



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Report of Independent Registered Certified Public Accounting Firm

Board of Directors and Stockholders

The Hackett Group, Inc.

Miami, Florida

We have audited the accompanying consolidated balance sheets of The Hackett Group, Inc. as of December 30, 2011 and December 31, 2010 and the related consolidated statements of operations,
shareholders equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 30, 2011. In connection with our audits of the financial statements, we have also audited the financial statement
schedule listed in the accompanying index. These consolidated financial statements and schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements and
schedule based on our 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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, as well as evaluating the overall presentation of the financial statements and schedule. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Hackett Group, Inc. at December 30, 2011 and December 31, 2010, and the results of its operations and its cash flows for each of the three years in the period ended
December 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion,
the financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The Hackett Group, Inc.s
internal control over financial reporting as of December 30, 2011, based on criteria established in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and
our report dated February 24, 2012 expressed an unqualified opinion thereon.



|                                
|--------------------------------
|/s/ BDO USA, LLP 
Miami, Florida
|February 24, 2012               



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THE HACKETT GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                               |  |                  |          |   |                  |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                               |  | December 30,2011 |          |   | December 31,2010 |  
|ASSETS                                                                                                                                                         |  |                  |          |   |                  |   |          |  
|Current assets:                                                                                                                                                |  |                  |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                      |  | $                | 32,936   |   |                  | $ | 25,337   |  
|Accounts receivable and unbilled revenue, net of allowance of $799 and $1,486 at December 30, 2011 and December 31,
2010, respectively                         |  |                  | 35,209   |   |                  |   | 31,580   |  
|Prepaid expenses and other current assets                                                                                                                      |  |                  | 9,319    |   |                  |   | 5,056    |  
|                                                                                                                                                               |  |                  |          |   |                  |   |          |  
|Total current assets                                                                                                                                           |  |                  | 77,464   |   |                  |   | 61,973   |  
|                                                                                                                                                               |  |                 
|Restricted cash                                                                                                                                                |  |                  | 885      |   |                  |   | 1,610    |  
|Property and equipment, net                                                                                                                                    |  |                  | 11,696   |   |                  |   | 8,816    |  
|Other assets                                                                                                                                                   |  |                  | 1,823    |   |                  |   | 2,779    |  
|Goodwill, net                                                                                                                                                  |  |                  | 75,558   |   |                  |   | 75,623   |  
|                                                                                                                                                               |  |                  |          |   |                  |   |          |  
|Total assets                                                                                                                                                   |  | $                | 167,426  |   |                  | $ | 150,801  |  
|                                                                                                                                                               |  |                  |          |   |                  |   |          |  
|                                                                                                                                                               |  |                 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                           |  |                  |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                           |  |                  |          |   |                  |   |          |  
|Accounts payable                                                                                                                                               |  | $                | 7,433    |   |                  | $ | 5,590    |  
|Accrued expenses and other liabilities                                                                                                                         |  |                  | 28,018   |   |                  |   | 29,140   |  
|                                                                                                                                                               |  |                  |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                      |  |                  | 35,451   |   |                  |   | 34,730   |  
|Accrued expenses and other liabilities, non-current                                                                                                            |  |                  | 1,727    |   |                  |   | 2,831    |  
|                                                                                                                                                               |  |                  |          |   |                  |   |          |  
|Total liabilities                                                                                                                                              |  |                  | 37,178   |   |                  |   | 37,561   |  
|                                                                                                                                                               |  |                  |          |   |                  |   |          |  
|                                                                                                                                                               |  |                 
|Commitments and contingencies                                                                                                                                  |  |                  |          |   |                  |   |          |  
|                                                                                                                                                               |  |                 
|Shareholders equity:                                                                                                                                          |  |                  |          |   |                  |   |          |  
|Preferred stock, $.001 par value, 1,250,000 shares authorized, none issued and outstanding                                                                     |  |                  |         |   |                  |   |         |  
|Common stock, $.001 par value, 125,000,000 shares authorized; 61,315,237 and 60,099,198 shares issued at December 30, 2011
and December 31, 2010, respectively |  |                  | 61       |   |                  |   | 60       |  
|Additional paid-in capital                                                                                                                                     |  |                  | 313,202  |   |                  |   | 308,598  |  
|Treasury stock, at cost, 21,171,370 and 18,838,310 shares at December 30, 2011 and December 31, 2010,
respectively                                             |  |                  | (74,444  | ) |                  |   | (65,489  | )
|Accumulated deficit                                                                                                                                            |  |                  | (103,129 | ) |                  |   | (124,898 | )
|Accumulated other comprehensive loss                                                                                                                           |  |                  | (5,442   | ) |                  |   | (5,031   | )
|                                                                                                                                                               |  |                  |          |   |                  |   |          |  
|Total shareholders equity                                                                                                                                     |  |                  | 130,248  |   |                  |   | 113,240  |  
|                                                                                                                                                               |  |                  |          |   |                  |   |          |  
|Total liabilities and shareholders equity                                                                                                                     |  | $                | 167,426  |   |                  | $ | 150,801  |  
|                                                                                                                                                               |  |                  |          |   |                  |   |          |  

The accompanying notes are an integral part of the consolidated financial statements.



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THE HACKETT GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)



|                                                                                                                                                     |  |                  |         |   |                  |   |         |                |  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -------------- |  | - | ------- | -
|                                                                                                                                                     |  | Year Ended       |        
|                                                                                                                                                     |  | December 30,2011 |         |   | December 31,2010 |   |         | January 1,2010 | 
|Revenue:                                                                                                                                             |  |                  |         |   |                  |   |         |                |  |   |         |  
|Revenue before reimbursements                                                                                                                        |  | $                | 200,435 |   |                  | $ | 180,899 |                |  | $ | 129,019 |  
|Reimbursements                                                                                                                                       |  |                  | 24,682  |   |                  |   | 20,449  |                |  |   | 13,681  |  
|                                                                                                                                                     |  |                  |         |   |                  |   |         |                |  |   |         |  
|Total revenue                                                                                                                                        |  |                  | 225,117 |   |                  |   | 201,348 |                |  |   | 142,700 |  
|Costs and expenses:                                                                                                                                  |  |                  |         |   |                  |   |         |                |  |   |         |  
|Cost of service:                                                                                                                                     |  |                  |         |   |                  |   |         |                |  |   |         |  
|Personnel costs before reimbursable expenses (includes $2,847, $2,340 and $2,204 of stock compensation expense in 2011, 2010 and
2009, respectively) |  |                  | 126,421 |   |                  |   | 112,692 |                |  |   | 84,407  |  
|Reimbursable expenses                                                                                                                                |  |                  | 24,682  |   |                  |   | 20,449  |                |  |   | 13,681  |  
|                                                                                                                                                     |  |                  |         |   |                  |   |         |                |  |   |         |  
|Total cost of service                                                                                                                                |  |                  | 151,103 |   |                  |   | 133,141 |                |  |   | 98,088  |  
|Selling, general and administrative costs (includes $1,758, $1,961 and $800 of stock compensation expense in 2011, 2010 and 2009,
respectively)      |  |                  | 56,773  |   |                  |   | 55,755  |                |  |   | 46,215  |  
|Restructuring costs                                                                                                                                  |  |                  |        |   |                  |   |        |                |  |   | 5,437   |  
|                                                                                                                                                     |  |                  |         |   |                  |   |         |                |  |   |         |  
|Total costs and operating expenses                                                                                                                   |  |                  | 207,876 |   |                  |   | 188,896 |                |  |   | 149,740 |  
|                                                                                                                                                     |  |                  |         |   |                  |   |         |                |  |   |         |  
|Income (loss) from operations                                                                                                                        |  |                  | 17,241  |   |                  |   | 12,452  |                |  |   | (7,040  | )
|                                                                                                                                                     |  |                  |        
|Other income (expense):                                                                                                                              |  |                  |         |   |                  |   |         |                |  |   |         |  
|Non-cash acquisition earn-out shares re-measurement gain                                                                                             |  |                  |        |   |                  |   | 1,727   |                |  |   |        |  
|Interest income                                                                                                                                      |  |                  | 33      |   |                  |   | 22      |                |  |   | 51      |  
|Loss on marketable investments                                                                                                                       |  |                  |        |   |                  |   |        |                |  |   | (35     | )
|                                                                                                                                                     |  |                  |         |   |                  |   |         |                |  |   |         |  
|Income (loss) before income taxes                                                                                                                    |  |                  | 17,274  |   |                  |   | 14,201  |                |  |   | (7,024  | )
|Income tax benefit                                                                                                                                   |  |                  | (4,495  | ) |                  |   | (26     | )              |  |   | (212    | )
|                                                                                                                                                     |  |                  |         |   |                  |   |         |                |  |   |         |  
|Net income (loss)                                                                                                                                    |  | $                | 21,769  |   |                  | $ | 14,227  |                |  | $ | (6,812  | )
|                                                                                                                                                     |  |                  |         |   |                  |   |         |                |  |   |         |  
|                                                                                                                                                     |  |                  |        
|Basic net income (loss) per common share:                                                                                                            |  |                  |         |   |                  |   |         |                |  |   |         |  
|Net income (loss) per common share                                                                                                                   |  | $                | 0.55    |   |                  | $ | 0.35    |                |  | $ | (0.18   | )
|Weighted average common shares outstanding                                                                                                           |  |                  | 39,895  |   |                  |   | 40,349  |                |  |   | 38,240  |  
|                                                                                                                                                     |  |                  |        
|Diluted net income (loss) per common share:                                                                                                          |  |                  |         |   |                  |   |         |                |  |   |         |  
|Net income (loss) per common share                                                                                                                   |  | $                | 0.52    |   |                  | $ | 0.34    |                |  | $ | (0.18   | )
|Weighted average common and common equivalent shares outstanding                                                                                     |  |                  | 41,875  |   |                  |   | 42,372  |                |  |   | 38,240  |  

The accompanying notes are an integral part of the consolidated financial statements.



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THE HACKETT GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)

(in thousands)



|                                                         |  |              |        |  |        |                |    |                          |                    |   |         |        |  |  |         |   |  |   |         |                                   |                           |   |          |                            |  |   |        |   |  |   |         |   |  |   |        |  
|-------------------------------------------------------- |  | ------------ | ------ |  | ------ | -------------- | -- | ------------------------ | ------------------ | - | ------- | ------ |  |  | ------- | - |  | - | ------- | --------------------------------- | ------------------------- | - | -------- | -------------------------- |  | - | ------ | - |  | - | ------- | - |  | - | ------ | -
|                                                         |  |              |        |  |        |                |    |                          |                    |   |         |        |  |  |         |   |  |   |         | AccumulatedOtherComprehensiveLoss |                           |   |          |                            |  |   |       
|                                                         |  |              |        |  |        |                |    | AdditionalPaid
inCapital |                    |   |         |        |  |  |         |   |  |   |         |                                   | TotalShareholders
Equity |   |          | ComprehensiveIncome
(Loss) | 
|                                                         |  | Common Stock |        |  |        | Treasury Stock |    |                          | AccumulatedDeficit |   |         |        | 
|                                                         |  | Shares       |        |  | Amount |                |    |                          | Shares             |   |         | Amount |  |  |         |   | 
|                                                         |  |              |        |  |        |                |    |                          |                   
|Balance at January 2, 2009                               |  |              | 53,408 |  |        | $              | 53 |                          |                    | $ | 285,654 |        |  |  | (14,352 | ) |  | $ | (53,041 | )                                 |                           | $ | (132,313 | )                          |  | $ | (6,436 | ) |  | $ | 93,917  |   |  |   |        |  
|Issuance of common stock                                 |  |              | 4,245  |  |        |                | 4  |                          |                    |   | 13,232  |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | 13,236  |   |  |   |        |  
|Treasury stock purchased                                 |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  | (2,625  | ) |  |   | (6,382  | )                                 |                           |   |         |                            |  |   |       |   |  |   | (6,382  | ) |  |   |        |  
|Issuance of restricted stock units, net of cancellations |  |              |       |  |        |                |   |                          |                    |   | (574    | )      |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | (574    | ) |  |   |        |  
|Stock compensation expense under ASC 718                 |  |              |       |  |        |                |   |                          |                    |   | 1       |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | 1       |   |  |   |        |  
|Amortization of restricted stock units                   |  |              |       |  |        |                |   |                          |                    |   | 3,053   |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | 3,053   |   |  |   |        |  
|Net loss                                                 |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  |        |   |  |   |        |                                   |                           |   | (6,812   | )                          |  |   |       |   |  |   | (6,812  | ) |  | $ | (6,812 | )
|Foreign currency translation                             |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   | 1,813  |   |  |   | 1,813   |   |  |   | 1,813  |  
|                                                         |  |              |        |  |        |                |    |                          |                    |   |         |        |  |  |         |   |  |   |         |                                   |                           |   |          |                            |  |   |        |   |  |   |         |   |  |   |        |  
|Total comprehensive loss                                 |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   |        |   |  | $ | (4,999 | )
|                                                         |  |              |        |  |        |                |    |                          |                    |   |         |        |  |  |         |   |  |   |         |                                   |                           |   |          |                            |  |   |        |   |  |   |         |   |  |   |        |  
|Balance at January 1, 2010                               |  |              | 57,653 |  |        | $              | 57 |                          |                    | $ | 301,366 |        |  |  | (16,977 | ) |  | $ | (59,423 | )                                 |                           | $ | (139,125 | )                          |  | $ | (4,623 | ) |  | $ | 98,252  |   |  |   |        |  
|                                                         |  |              |        |  |        |                |    |                          |                   
|Issuance of common stock                                 |  |              | 2,446  |  |        |                | 3  |                          |                    |   | 4,452   |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | 4,455   |   |  |   |        |  
|Treasury stock purchased                                 |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  | (1,861  | ) |  |   | (6,066  | )                                 |                           |   |         |                            |  |   |       |   |  |   | (6,066  | ) |  |   |        |  
|Issuance of restricted stock units, net of cancellations |  |              |       |  |        |                |   |                          |                    |   | (653    | )      |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | (653    | ) |  |   |        |  
|Amortization of restricted stock units                   |  |              |       |  |        |                |   |                          |                    |   | 3,433   |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | 3,433   |   |  |   |        |  
|Net income                                               |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  |        |   |  |   |        |                                   |                           |   | 14,227   |                            |  |   |       |   |  |   | 14,227  |   |  | $ | 14,227 |  
|Foreign currency translation                             |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   | (408   | ) |  |   | (408    | ) |  |   | (408   | )
|                                                         |  |              |        |  |        |                |    |                          |                    |   |         |        |  |  |         |   |  |   |         |                                   |                           |   |          |                            |  |   |        |   |  |   |         |   |  |   |        |  
|Total comprehensive income                               |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   |        |   |  | $ | 13,819 |  
|                                                         |  |              |        |  |        |                |    |                          |                    |   |         |        |  |  |         |   |  |   |         |                                   |                           |   |          |                            |  |   |        |   |  |   |         |   |  |   |        |  
|Balance at December 31, 2010                             |  |              | 60,099 |  |        | $              | 60 |                          |                    | $ | 308,598 |        |  |  | (18,838 | ) |  | $ | (65,489 | )                                 |                           | $ | (124,898 | )                          |  | $ | (5,031 | ) |  | $ | 113,240 |   |  |   |        |  
|                                                         |  |              |        |  |        |                |    |                          |                   
|Issuance of common stock                                 |  |              | 1,216  |  |        |                | 1  |                          |                    |   | 763     |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | 764     |   |  |   |        |  
|Treasury stock purchased                                 |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  | (2,333  | ) |  |   | (8,955  | )                                 |                           |   |         |                            |  |   |       |   |  |   | (8,955  | ) |  |   |        |  
|Issuance of restricted stock units, net of cancellations |  |              |       |  |        |                |   |                          |                    |   | (385    | )      |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | (385    | ) |  |   |        |  
|Amortization of restricted stock units                   |  |              |       |  |        |                |   |                          |                    |   | 4,226   |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   | 4,226   |   |  |   |        |  
|Net income                                               |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  |        |   |  |   |        |                                   |                           |   | 21,769   |                            |  |   |       |   |  |   | 21,769  |   |  | $ | 21,769 |  
|Foreign currency translation                             |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   | (411   | ) |  |   | (411    | ) |  |   | (411   | )
|                                                         |  |              |        |  |        |                |    |                          |                    |   |         |        |  |  |         |   |  |   |         |                                   |                           |   |          |                            |  |   |        |   |  |   |         |   |  |   |        |  
|Total comprehensive income                               |  |              |       |  |        |                |   |                          |                    |   |        |        |  |  |        |   |  |   |        |                                   |                           |   |         |                            |  |   |       |   |  |   |        |   |  | $ | 21,358 |  
|                                                         |  |              |        |  |        |                |    |                          |                    |   |         |        |  |  |         |   |  |   |         |                                   |                           |   |          |                            |  |   |        |   |  |   |         |   |  |   |        |  
|Balance at December 30, 2011                             |  |              | 61,315 |  |        | $              | 61 |                          |                    | $ | 313,202 |        |  |  | (21,171 | ) |  | $ | (74,444 | )                                 |                           | $ | (103,129 | )                          |  | $ | (5,442 | ) |  | $ | 130,248 |   |  |   |        |  
|                                                         |  |              |        |  |        |                |    |                          |                    |   |         |        |  |  |         |   |  |   |         |                                   |                           |   |          |                            |  |   |        |   |  |   |         |   |  |   |        |  

The accompanying notes are an integral part of the consolidated financial statements.



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##### Table of Contents

THE HACKETT GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                                   |  |                  |        |   |                  |   |        |                |  |   |         |  
|-------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | ---------------- | - | ------ | -------------- |  | - | ------- | -
|                                                                                                   |  | Year Ended       |       
|                                                                                                   |  | December 30,2011 |        |   | December 31,2010 |   |        | January 1,2010 | 
|Cash flows from operating activities:                                                              |  |                  |        |   |                  |   |        |                |  |   |         |  
|Net income (loss)                                                                                  |  | $                | 21,769 |   |                  | $ | 14,227 |                |  | $ | (6,812  | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                  |        |   |                  |   |        |                |  |   |         |  
|Depreciation expense                                                                               |  |                  | 2,014  |   |                  |   | 1,837  |                |  |   | 1,862   |  
|Amortization expense                                                                               |  |                  | 811    |   |                  |   | 1,960  |                |  |   | 1,058   |  
|(Reversal) provision for doubtful accounts                                                         |  |                  | (619   | ) |                  |   | 157    |                |  |   | 93      |  
|Loss on foreign currency translation                                                               |  |                  | 323    |   |                  |   | 382    |                |  |   | 610     |  
|Non-cash acquisition earn-out shares re-measurement gain                                           |  |                  |       |   |                  |   | (1,727 | )              |  |   |        |  
|Non-cash stock compensation expense                                                                |  |                  | 4,605  |   |                  |   | 4,301  |                |  |   | 3,004   |  
|Loss on sale of property and equipment                                                             |  |                  |       |   |                  |   |       |                |  |   | 46      |  
|Loss on marketable investments                                                                     |  |                  |       |   |                  |   |       |                |  |   | 35      |  
|Release of deferred income tax valuation allowance                                                 |  |                  | (5,257 | ) |                  |   |       |                |  |   |        |  
|Changes in assets and liabilities:                                                                 |  |                  |        |   |                  |   |        |                |  |   |         |  
|(Increase) decrease in accounts receivable and unbilled revenue                                    |  |                  | (3,010 | ) |                  |   | (3,667 | )              |  |   | 4,745   |  
|Decrease (increase) in prepaid expenses and other assets                                           |  |                  | 301    |   |                  |   | (2,319 | )              |  |   | 702     |  
|Increase (decrease) in accounts payable                                                            |  |                  | 1,843  |   |                  |   | 1,915  |                |  |   | (2,061  | )
|(Decrease) increase in accrued expenses and other liabilities                                      |  |                  | (2,465 | ) |                  |   | 2,470  |                |  |   | (11,920 | )
|                                                                                                   |  |                  |        |   |                  |   |        |                |  |   |         |  
|                                                                                                   |  |                  |       
|Net cash provided by (used in) operating activities                                                |  |                  | 20,315 |   |                  |   | 19,536 |                |  |   | (8,638  | )
|                                                                                                   |  |                  |       
|Cash flows from investing activities:                                                              |  |                  |        |   |                  |   |        |                |  |   |         |  
|Purchases of property and equipment                                                                |  |                  | (4,939 | ) |                  |   | (3,481 | )              |  |   | (2,989  | )
|Decrease (increase) in restricted cash                                                             |  |                  | 724    |   |                  |   | (135   | )              |  |   | (875    | )
|Proceeds from sales, calls and maturities of marketable investments                                |  |                  |       |   |                  |   |       |                |  |   | 1,692   |  
|Cash acquired in acquisition of business                                                           |  |                  |       |   |                  |   |       |                |  |   | 3,000   |  
|                                                                                                   |  |                  |        |   |                  |   |        |                |  |   |         |  
|                                                                                                   |  |                  |       
|Net cash (used in) provided by investing activities                                                |  |                  | (4,215 | ) |                  |   | (3,616 | )              |  |   | 828     |  
|                                                                                                   |  |                  |       
|Cash flows form financing activities:                                                              |  |                  |        |   |                  |   |        |                |  |   |         |  
|Repayment of borrowings acquired in acquisition                                                    |  |                  |       |   |                  |   |       |                |  |   | (3,459  | )
|Proceeds from issuance of common stock                                                             |  |                  | 316    |   |                  |   | 440    |                |  |   | 410     |  
|Repurchases of common stock                                                                        |  |                  | (8,955 | ) |                  |   | (6,066 | )              |  |   | (6,382  | )
|                                                                                                   |  |                  |        |   |                  |   |        |                |  |   |         |  
|                                                                                                   |  |                  |       
|Net cash used in financing activities                                                              |  |                  | (8,639 | ) |                  |   | (5,626 | )              |  |   | (9,431  | )
|                                                                                                   |  |                  |       
|Effect of exchange rate on cash                                                                    |  |                  | 138    |   |                  |   | 39     |                |  |   | 185     |  
|                                                                                                   |  |                  |       
|Net increase (decrease) in cash and cash equivalents                                               |  |                  | 7,599  |   |                  |   | 10,333 |                |  |   | (17,056 | )
|Cash and cash equivalents at beginning of year                                                     |  |                  | 25,337 |   |                  |   | 15,004 |                |  |   | 32,060  |  
|                                                                                                   |  |                  |        |   |                  |   |        |                |  |   |         |  
|                                                                                                   |  |                  |       
|Cash and cash equivalents at end of year                                                           |  | $                | 32,936 |   |                  | $ | 25,337 |                |  | $ | 15,004  |  
|                                                                                                   |  |                  |        |   |                  |   |        |                |  |   |         |  
|                                                                                                   |  |                  |       
|Supplemental disclosure of cash flow information:                                                  |  |                  |        |   |                  |   |        |                |  |   |         |  
|Cash (refunded) paid for income taxes                                                              |  | $                | (318   | ) |                  | $ | 255    |                |  | $ | 364     |  
|                                                                                                   |  |                  |       
|Supplemental disclosure of non-cash investing and financing activities:                            |  |                  |        |   |                  |   |        |                |  |   |         |  
|Market value on date shares issued to sellers of Archstone Consulting                              |  | $                |       |   |                  | $ | 4,032  |                |  | $ | 12,087  |  

The accompanying notes are an integral part of the consolidated financial statements.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and General Information

Nature of Business

The Hackett Group, Inc. (Hackett, or the Company) is a leading strategic advisory and technology consulting firm that enables companies to achieve world-class business performance.
Hacketts combined capabilities include business advisory programs, benchmarking, business transformation, working capital management and technology solutions, with corresponding offshore support.

On January 1, 2008, the Company changed its name from Answerthink, Inc. (Answerthink) to The Hackett Group, Inc. The
firm was originally incorporated on April 23, 1997. All prior references to Answerthink will now be reflected as Hackett as if the name change was effected for all years presented.

Basis of Presentation and Consolidation

The accompanying consolidated
financial statements include the Companys accounts and those of its wholly-owned subsidiaries which the Company is required to consolidate. The Company consolidates the assets, liabilities, and results of operations of its entities in
accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 160, Consolidation.

Fiscal Year

The Companys fiscal year generally consists of a 52-week
period and periodically consists of a 53-week period as each fiscal year ends on the Friday closest to December 31. Fiscal years 2011, 2010 and 2009 ended on December 30, 2011, December 31, 2010 and January 1, 2010, respectively.
References to a year included in the consolidated financial statements refer to a fiscal year rather than a calendar year.

Cash and Cash
Equivalents and Restricted Cash

The Company considers all short-term investments with maturities of three months or less
to be cash equivalents. Due to the short maturity period of cash equivalents, the carrying amount of these instruments approximates fair market value. The Company places its temporary cash investments with high credit quality financial institutions.
At times, such investments may be in excess of the F.D.I.C. insurance limits. The Company has not experienced any loss to date on these investments. All of the Companys non-interest bearing cash balances were fully insured at December 30,
2011 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012. Under the program, there is no limit to the amount of insurance for eligible accounts. Beginning in 2013, insurance coverage will revert to
$250,000 per depositor at each financial institution, and our non-interest bearing cash balances may again exceed federally insured limits.

Restricted cash in 2011 and 2010 related to deposits with financial institutions that served as collateral for letters of credit for operating leases and for amounts related to future employee
compensation agreements.

Allowance for Doubtful Accounts

The Company maintains allowances for doubtful accounts for estimated losses resulting from its clients not making required payments. Management makes estimates of the collectability of the accounts
receivable. Management also critically reviews accounts receivable and analyzes historical bad debts, past-due accounts, client credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.

Property and Equipment, Net

Property and equipment are recorded at cost. Depreciation is calculated to amortize the depreciable assets over their useful lives using the straight-line method and commences when the asset is placed in
service. The range of estimated useful lives is three to seven years. Leasehold improvements are amortized on a straight-line basis over the term of the lease or the estimated useful life of the improvement, whichever is shorter. Expenditures for
repairs and maintenance are charged to expense as incurred. Expenditures for betterments and major improvements are capitalized. The carrying amount of assets sold or retired and related accumulated depreciation are removed from the balance sheet in
the year of disposal and any resulting gains or losses are included in the statements of operations.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Basis of Presentation and General Information (Continued)



The Company capitalizes the costs of internal-use software in accordance with FASB ASC
Topic 350-40, Internal-Use Software(ASC 350-40). ASC 350-40 provides guidance on applying generally accepted accounting principles in the United States in addressing whether and under what conditions the costs of internal-use
software should be capitalized. The Company capitalizes certain costs, which generally include hardware, software, and payroll-related costs for employees who are directly associated with, and who devote time, to the development of internal-use
computer software.

Long-Lived Assets (excluding Goodwill and Other Intangible Assets)

The Company accounts for long-lived assets in accordance with the provisions of FASB ASC Topic 360, Property, Plant and Equipment
(ASC 360). ASC 360 requires that long-lived assets be reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an evaluation is required, the estimated future
undiscounted cash flows associated with the asset are compared to the assets carrying amount to determine if there has been an impairment. The amount of an impairment is calculated as the difference between the fair value of the asset and its
carrying value. Estimates of future undiscounted cash flows are based on managements view of growth rates for the related business, anticipated future economic conditions and estimates of residual values.

Goodwill and Other Intangible Assets

All of the Companys goodwill and intangible assets have been accounted for under the provisions of FASB ASC Topic 350, IntangiblesGoodwill and Other(ASC 350). ASC 350-20
requires that goodwill and intangible assets deemed to have indefinite lives not be amortized, but rather be tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment.
Finite-lived intangible assets are amortized over their useful lives and are subject to impairment evaluation under the provisions of ASC 350-30. The excess cost of the acquisition over the fair value of the net assets acquired is recorded as
goodwill.

Goodwill is tested at least annually for impairment at the reporting unit level utilizing the market and income
approaches. The reporting units consist of The Hackett Group (including Benchmarking, Business Transformation, Business Transformation Enterprise Performance Management (EPM), Strategy and Operations and Executive Advisory Programs) and
Hackett Technology Solutions (including SAP, Oracle and Oracle EPM). In assessing the recoverability of goodwill and intangible assets, the Company makes estimates based on assumptions regarding various factors to determine if impairment tests are
met. These estimates contain managements judgment, using appropriate and customary assumptions available at the time. The Company performed its annual impairment test of goodwill in the fourth quarter of fiscal years 2011 and 2010 and
determined that goodwill was not impaired. The carrying amount and activity of goodwill attributable to The Hackett Group and Hackett Technology Solutions was as follows (in thousands):



|                                        |  |                 |        |   |                            |   |        |       |  |   |        |  
|--------------------------------------- |  | --------------- | ------ | - | -------------------------- | - | ------ | ----- |  | - | ------ | -
|                                        |  | TheHackettGroup |        |   | HackettTechnologySolutions |   |        | Total | 
|                                        |  |                 |       
|Balance at January 1, 2010              |  | $               | 45,379 |   |                            | $ | 31,333 |       |  | $ | 76,712 |  
|Additions/adjustments                   |  |                 | (358   | ) |                            |   |       |       |  |   | (358   | )
|Foreign currency translation adjustment |  |                 | (731   | ) |                            |   |       |       |  |   | (731   | )
|                                        |  |                 |        |   |                            |   |        |       |  |   |        |  
|                                        |  |                 |       
|Balance at December 31, 2010            |  |                 | 44,290 |   |                            |   | 31,333 |       |  |   | 75,623 |  
|Foreign currency translation adjustment |  |                 | (65    | ) |                            |   |       |       |  |   | (65    | )
|                                        |  |                 |        |   |                            |   |        |       |  |   |        |  
|Balance at December 30, 2011            |  | $               | 44,225 |   |                            | $ | 31,333 |       |  | $ | 75,558 |  
|                                        |  |                 |        |   |                            |   |        |       |  |   |        |  

Other intangible assets are tested for potential impairment whenever events or changes in circumstances
suggest that the carrying value of an asset may not be fully recoverable in accordance with ASC 350. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the assets carrying
amount to determine if there has been an impairment. The amount of an impairment is calculated as the difference between the fair value of the asset and its carrying value. Estimates of future undiscounted cash flows are based on managements
view of growth rates for the related business, anticipated future economic conditions and estimates of residual values. Other intangible assets arise from business combinations and consist of customer relationships, customer backlog and trademarks
that are amortized on a straight-line or accelerated basis over periods of up to five years.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Basis of Presentation and General Information (Continued)



Other intangible assets, included in other assets in the accompanying consolidated
balance sheets, consist of the following (in thousands):



|                                        |  |                  |         |   |                  |   |         |  
|--------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                        |  | December 30,2011 |         |   | December 31,2010 |  
|Gross carrying amount                   |  | $                | 14,699  |   |                  | $ | 14,699  |  
|Accumulated amortization                |  |                  | (13,111 | ) |                  |   | (12,300 | )
|Foreign currency translation adjustment |  |                  | (11     | ) |                  |   | (16     | )
|                                        |  |                  |         |   |                  |   |         |  
|                                        |  | $                | 1,577   |   |                  | $ | 2,383   |  
|                                        |  |                  |         |   |                  |   |         |  

Revenue Recognition

Revenue is principally derived from fees for services generated on a project-by-project basis in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) Topic 605, Revenue. Revenue for services rendered is recognized on a time and materials basis or on a fixed-fee or capped-fee basis.

Revenue for time and materials contracts is recognized based on the number of hours worked by our consultants at an agreed upon rate per hour and is recognized in the period in which services are
performed.

Revenue related to fixed-fee or capped-fee contracts is recognized on the proportional performance method of
accounting based on the ratio of labor hours incurred to estimated total labor hours. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period. The
contracted dollar amount used in this calculation excludes the amount the client pays for reimbursable expenses. There are situations where the number of hours to complete projects may exceed the original estimate. These increases can be as a result
of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. On an on-going basis, project delivery, Office of Risk Management and finance personnel review
hours incurred and estimated total labor hours to complete projects. Any revisions in these estimates are reflected in the period in which they become known. If the Company estimates indicate that a contract loss will occur, a loss provision will be
recorded in the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated direct costs of the contract exceed the estimated total revenue that will be generated
by the contract and are included in total cost of service.

Revenue from advisory services is recognized ratably over the life
of the agreements.

Revenue for contracts with multiple elements is allocated based on the fair value of the elements and is
recognized in accordance with FASB Accounting Standards Update (ASU) 2009-13, Multiple-Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force.

Additionally, the Company earns revenue from the sale of software, software licenses and maintenance contracts, which is recognized in
accordance with FASB ASC Topic 985, Software. Revenue for the sale of software and software licenses is recognized upon contract execution and customer receipt of software. Revenue from maintenance contracts is recognized ratably over the
life of the agreements.

Unbilled revenue represents revenue for services performed that have not been invoiced. If the
Company does not accurately estimate the scope of the work to be performed, or does not manage its projects properly within the planned periods of time, or does not meet clients expectations under the contracts, then future consulting margins may be
negatively affected or losses on existing contracts may need to be recognized. Any such reductions in margins or contract losses could be material to the Companys results of operations.

Sales tax collected from customers and remitted to the applicable taxing authorities is accounted for on a net basis, with no impact on
revenue.

Revenue before reimbursements excludes reimbursable expenses charged to clients. Reimbursements, which include
travel and out-of-pocket expenses, are included in revenue, and an equivalent amount of reimbursable expenses is included in cost of service.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Basis of Presentation and General Information (Continued)



The agreements entered into in connection with a project, whether time and materials
based or fixed-fee or capped-fee based, typically allow clients to terminate early due to breach or for convenience with 30 days notice. In the event of termination, the client is contractually required to pay for all time, materials and
expenses incurred by the Company through the effective date of the termination. In addition, from time to time the Company enters into agreements with its clients that limit its right to enter into business relationships with specific competitors of
that client for a specific time period. These provisions typically prohibit the Company from performing a defined range of services which it might otherwise be willing to perform for potential clients. These provisions are generally limited to six
to twelve months and usually apply only to specific employees or the specific project team.

Stock Based Compensation

The Company records stock based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation(ASC
718), using the modified-prospective-transition method.

ASC 718 requires entities to recognize compensation expense for
awards of equity instruments to employees based on the grant-date fair value of those awards (with limited exceptions). ASC 718 also requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing
cash flow.

ASC 718 provides an alternative transition method of calculating the excess tax benefits available to absorb any
tax deficiencies recognized which the Company has elected to adopt.

Income Taxes

Income taxes are accounted for in accordance with FASB ASC Topic 740,Income Taxes(ASC 740). Under ASC 740, deferred
tax assets and liabilities are determined based on differences between the financial reporting carrying values and tax bases of assets and liabilities, and are measured by using enacted tax rates expected to apply to taxable income in the years in
which those differences are expected to reverse. Deferred income taxes also reflect the impact of certain state operating loss and tax credit carryforwards. A valuation allowance is provided if the Company believes it is more likely than not that
all or some portion of the deferred tax asset will not be realized. An increase or decrease in the valuation allowance, if any, that results from a change in circumstances, and which causes a change in the Companys judgment about the
realizability of the related deferred tax asset, is included in the tax provision.

In accordance with FASB ASC Topic 740-10,
Accounting for Uncertainty in Income Taxes (ASC 740-10), the Company adopted a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions,
accounting for income taxes in interim periods and income tax disclosures. The Company reports penalties and tax-related interest expense as a component of income tax expense.

Net Income (Loss) per Common Share

Basic net income (loss) per common
share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. With regard to restricted stock units issued to employees, the calculation includes only the vested portion of such stock.
Net income per share, assuming dilution, is computed by dividing the net income by the weighted average number of common shares outstanding, and will increase by the assumed conversion of other potentially dilutive securities during the period.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Basis of Presentation and General Information (Continued)



The following table reconciles basic and dilutive weighted average shares:



|                                                                                        |  |                  |            |  |                  |  |            |                |  |  |            | 
|--------------------------------------------------------------------------------------- |  | ---------------- | ---------- |  | ---------------- |  | ---------- | -------------- |  |  | ---------- | 
|                                                                                        |  | December 30,2011 |            |  | December 31,2010 |  |            | January 1,2010 | 
|                                                                                        |  |                  |           
|Basic weighted average common shares outstanding                                        |  |                  | 39,895,422 |  |                  |  | 40,348,749 |                |  |  | 38,240,460 | 
|                                                                                        |  |                  |           
|Effect of dilutive securities:                                                          |  |                  |            |  |                  |  |            |                |  |  |            | 
|Unvested restricted stock units issued to employees                                     |  |                  | 1,919,151  |  |                  |  | 1,531,367  |                |  |  |           | 
|Common stock issuable upon the exercise of stock options                                |  |                  | 60,821     |  |                  |  | 41,822     |                |  |  |           | 
|Acquisition-related unregistered shares held in escrow                                  |  |                  |           |  |                  |  | 450,300    |                |  |  |           | 
|                                                                                        |  |                  |            |  |                  |  |            |                |  |  |            | 
|Dilutive weighted average common shares outstanding                                     |  |                  | 41,875,394 |  |                  |  | 42,372,238 |                |  |  | 38,240,460 | 
|                                                                                        |  |                  |            |  |                  |  |            |                |  |  |            | 
|                                                                                        |  |                  |           
|Dilutive securities not included in diluted weighted average common shares outstanding: |  |                  |            |  |                  |  |            |                |  |  |            | 
|Unvested restricted stock units issued to employees                                     |  |                  |           |  |                  |  |           |                |  |  | 616,435    | 
|Common stock issuable upon the exercise of stock options                                |  |                  |           |  |                  |  |           |                |  |  | 22,980     | 
|Acquisition-related unregistered shares held in escrow                                  |  |                  |           |  |                  |  |           |                |  |  | 150,100    | 
|                                                                                        |  |                  |            |  |                  |  |            |                |  |  |            | 
|                                                                                        |  |                  |           |  |                  |  |           |                |  |  | 789,515    | 
|                                                                                        |  |                  |            |  |                  |  |            |                |  |  |            | 

There were 0.9 million, 1.1 million, and 1.4 million shares of common stock excluded from
the above reconciliation for the years ended 2011, 2010 and 2009, respectively, as their inclusion would have had an anti-dilutive effect on diluted net income (loss) per share.

Fair Value of Financial Instruments

The Companys financial
instruments consist of cash and cash equivalents, restricted cash, accounts receivable and unbilled revenue, accounts payable and accrued expenses and other liabilities.

As of December 30, 2011 and December 31, 2010, the fair value of all financial instruments approximated their carrying value due to the short-term nature and maturity of these instruments.

Concentration of Credit Risk

The Company provides services primarily to Global 2000 companies and other sophisticated buyers of business consulting and information technology services. The Company performs ongoing credit evaluations
of its major customers and maintains reserves for potential credit losses. In 2011 and 2010, no customer accounted for more than 5% of total revenue and in 2009, one customer accounted for 6% of total revenue.

Managements Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those
estimates.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Basis of Presentation and General Information (Continued)



Other Comprehensive Income (Loss)

The Company reports its comprehensive income (loss) in accordance with FASB ASC Topic 220,Comprehensive Income, which establishes
standards for reporting and presenting comprehensive income and its components in a full set of financial statements. Other comprehensive income (loss) consists of and cumulative currency translation adjustments.

Translation of Non-U.S. Currency Amounts

The assets and liabilities held by the Companys foreign entities that have a functional currency other than the U.S. Dollar are translated into U.S. Dollars at exchange rates in effect at the
end of each reporting period. Foreign entity revenue and expenses are translated into U.S. Dollars at the average rates that prevailed during the period. The resulting net translation gains and losses are reported as foreign currency translation
adjustments in shareholders equity as a component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in net income (loss).

Segment Reporting

The
Company reports business segment information under the provisions of FASB ASC Topic 280,Segment Reporting (ASC 280). In accordance with ASC 280, the Company engages in business activities in one operating segment, which provides
business and technology consulting services.

Recent Accounting Pronouncements

In June 2011, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the
total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The option to present
components of other comprehensive income as part of the statement of changes in stockholders equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be
reclassified to net income were not changed. These changes become effective for fiscal years beginning after December 15, 2011, except for the reclassification adjustments out of accumulated other comprehensive income that become effective for
fiscal years ending after December 15, 2012. The Company is currently evaluating the impact of adopting these changes.

In September 2011, the FASB issued changes that permit an entity to make a qualitative assessment of whether it is more likely than not
that a reporting units fair value is less than its carrying value before applying the two-step goodwill impairment model that is currently in place. If it is determined through the qualitative assessment that a reporting units fair value
is more likely than not greater than its carrying value, the remaining impairment steps would be unnecessary. The qualitative assessment is optional, allowing companies to go directly to the quantitative assessment. This update is effective for
annual and interim goodwill impairment tests performed in fiscal years beginning after December 15, 2011, however, early adoption is permitted. Effective December 30, 2011, the Company adopted these changes. The adoption of these changes
did not have a material impact on the Companys consolidated financial statements.

Reclassifications

Certain prior period amounts in the consolidated financial statements, and notes thereto, have been reclassified to conform to current
period presentation.

2. Acquisitions and Investing Activities

Effective November 9, 2009, the Company acquired Archstone Consulting, LLC (Archstone) pursuant to an
Asset Purchase Agreement (the Asset Purchase Agreement) under which the Company purchased from Archstone, Archstone Consulting UK Limited and Archstone Consulting BV (the Sellers) the assets used in connection with
Archstones consulting business. The results of Archstones operations have been included in the Companys consolidated financial statements since November 10, 2009.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2. Acquisition and Investing Activities (Continued)



The acquisition of Archstone was accounted for in accordance with FASB ASC Topic 805,
Business Combinations (ASC 805). The purchase price for the assets acquired and liabilities assumed was 5.2 million unregistered shares of the Companys common stock, of which 1.7 million unregistered shares were
subject to an earn-out based on revenue achieved in 2010. The value of the unregistered shares was determined as $3.48 per share, the closing value of the Hacketts common stock on the effective date of acquisition.

The purchase price allocation resulted in $11.7 million that exceeded the estimated fair value of tangible and intangible assets and
liabilities and was allocated to goodwill. The goodwill was included in the Hackett Group reporting unit. The Company believes the goodwill primarily represents the fair value of the assembled workforce acquired. The goodwill amortization is
deductible for tax purposes.

The acquired intangible assets with definite lives are amortized over periods ranging from 2
years to 5 years. The following table presents the intangible assets acquired from Archstone:



|                 |  |                      |       |  |                                       |  |      | 
|---------------- |  | -------------------- | ----- |  | ------------------------------------- |  | ---- | 
|Category         |  | Amount(in thousands) |       |  | Weighted AverageUseful Life(in years) | 
|Customer base    |  | $                    | 3,028 |  |                                       |  | 2.92 | 
|Customer backlog |  |                      | 983   |  |                                       |  | 0.58 | 
|Tradename        |  |                      | 160   |  |                                       |  | 1.01 | 
|                 |  |                      |       |  |                                       |  |      | 
|                 |  | $                    | 4,171 |  |                                       |  | 2.30 | 
|                 |  |                      |       |  |                                       |  |      | 

The following unaudited pro forma information for the period ended January 1, 2010, includes the
operations of Archstone and is provided assuming the acquisition had occurred as of January 3, 2009 (in thousands):



|              |  |   |         |  
|------------- |  | - | ------- | -
|Total revenue |  | $ | 182,073 |  
|              |  |   |         |  
|Net loss      |  | $ | (12,073 | )
|              |  |   |         |  

On the acquisition date, the Company recorded a liability for the 1,655,000 earn-out unregistered
shares based on the closing price on the date of acquisition. Based on actual net revenue achievements in 2009 and the 2010 annual planning process presented to the Companys Board of Directors, which is also the basis for performance
compensation, as of January 1, 2010 the Company estimated that the $45.0 million revenue target would be met by Archstone.

On May 11, 2010, prior to the end of the earn-out measurement period, the Company and the Sellers agreed to the final earn-out
determination of 1,435,000 shares of the total 1,655,000 shares of common stock to be deemed earned, and therefore, 220,000 shares were forfeited by the Sellers. As a result of the fluctuation in the Companys share price and in accordance with
ASC 805, the Company recorded a $1.7 million non-cash re-measurement gain during the year ended December 31, 2010 in the consolidated statement of operations.

As a result of the acquisition, the Company recorded $261 thousand of acquisition-related costs which were included in selling, general and administrative costs in the consolidated statements of
operations for the year ended January 1, 2010.

In addition, the Company issued 941 thousand unregistered shares to
former Archstone executives as new employees of the Company that will vest over a two to five year period and are contingent on continued employment. The aggregate grant date fair value of these awards is $3.5 million. The fair value of these shares
is accounted for as compensation expense over the vesting periods.

The Company includes its acquired intangible assets with
definite lives in other assets, net in the accompanying consolidated balance sheets. As of December 30, 2011 and December 31, 2010, intangible assets totaled $1.6 million and $2.4 million, respectively, which is net of accumulated
amortization of $13.1 million and $12.3 million, respectively, and foreign currency fluctuations for intangible assets denominated in the British Pound and Euro. All of the Companys intangible assets are expected to be fully amortized by the
end of 2014. The estimated future amortization expense of intangible assets as of December 30, 2011 is as follows: $0.5 million in 2012, $0.6 million in 2013 and $0.5 million in 2014.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



3. Fair Value Measurement

The Company records its assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and
Disclosures(ASC 820). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. ASC 820 describes the following three levels of inputs that may be used to measure fair value:

Level 1: Quoted
market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable
inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

As of December 30, 2011 and December 31, 2010, the carrying value of cash and cash equivalents, restricted cash, accounts
receivable and unbilled revenue, accounts payable, leases and accrued expenses and other liabilities, approximated the respective fair value due to the short-term nature and maturity of these instruments.

4. Accounts Receivable and Unbilled Revenue, Net

Accounts receivable and unbilled revenue, net, consists of the following (in thousands):



|                                |  |                  |        |   |                  |   |        |  
|------------------------------- |  | ---------------- | ------ | - | ---------------- | - | ------ | -
|                                |  | December 30,2011 |        |   | December 31,2010 |  
|Accounts receivable             |  | $                | 24,731 |   |                  | $ | 22,115 |  
|Unbilled revenue                |  |                  | 11,277 |   |                  |   | 10,951 |  
|Allowance for doubtful accounts |  |                  | (799   | ) |                  |   | (1,486 | )
|                                |  |                  |        |   |                  |   |        |  
|                                |  | $                | 35,209 |   |                  | $ | 31,580 |  
|                                |  |                  |        |   |                  |   |        |  

Accounts receivable as of December 30, 2011 and December 31, 2010, is net of uncollected
advanced billings. Unbilled revenue as of December 30, 2011 and December 31, 2010, includes recognized recoverable costs and accrued profits on contracts for which billings had not been presented to clients.

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):



|                                                |  |                  |       |  |                  |   |       | 
|----------------------------------------------- |  | ---------------- | ----- |  | ---------------- | - | ----- | 
|                                                |  | December 30,2011 |       |  | December 31,2010 |  
|Deferred tax asset, net                         |  | $                | 6,975 |  |                  | $ | 2,560 | 
|Other                                           |  |                  | 2,344 |  |                  |   | 2,496 | 
|                                                |  |                  |       |  |                  |   |       | 
|Total prepaid expenses and other current assets |  | $                | 9,319 |  |                  | $ | 5,056 | 
|                                                |  |                  |       |  |                  |   |       | 



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



6. Property and Equipment, net

Property and equipment, net, consists of the following (in thousands):



|                              |  |                  |        |   |                  |   |         |  
|----------------------------- |  | ---------------- | ------ | - | ---------------- | - | ------- | -
|                              |  | December 30,2011 |        |   | December 31,2010 |  
|Equipment                     |  | $                | 4,154  |   |                  | $ | 10,667  |  
|Software                      |  |                  | 15,516 |   |                  |   | 15,836  |  
|Leasehold improvements        |  |                  | 460    |   |                  |   | 1,654   |  
|Furniture and fixtures        |  |                  | 503    |   |                  |   | 940     |  
|Automobile                    |  |                  | 22     |   |                  |   | 26      |  
|                              |  |                  |        |   |                  |   |         |  
|                              |  |                  | 20,655 |   |                  |   | 29,123  |  
|Less accumulated depreciation |  |                  | (8,959 | ) |                  |   | (20,307 | )
|                              |  |                  |        |   |                  |   |         |  
|                              |  | $                | 11,696 |   |                  | $ | 8,816   |  
|                              |  |                  |        |   |                  |   |         |  

Depreciation expense for the years ended December 30, 2011, December 31,
2010, and January 1, 2010 was $2.0 million, $1.8 million, and $1.9 million, respectively, and is included in selling, general and administrative costs in the accompanying consolidated statements of operations.

7. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following (in thousands):



|                                                   |  |                  |        |  |                  |   |        | 
|-------------------------------------------------- |  | ---------------- | ------ |  | ---------------- | - | ------ | 
|                                                   |  | December 30,2011 |        |  | December 31,2010 |  
|Accrued compensation and benefits                  |  | $                | 5,333  |  |                  | $ | 5,610  | 
|Accrued bonuses                                    |  |                  | 7,597  |  |                  |   | 9,354  | 
|Accrued restructuring related expenses             |  |                  | 594    |  |                  |   | 1,732  | 
|Deferred revenue                                   |  |                  | 8,443  |  |                  |   | 6,716  | 
|Accrued sales, use, franchise and VAT tax          |  |                  | 1,836  |  |                  |   | 1,802  | 
|Other accrued expenses                             |  |                  | 4,215  |  |                  |   | 3,926  | 
|                                                   |  |                  |        |  |                  |   |        | 
|Current accrued expenses and other liabilities     |  |                  | 28,018 |  |                  |   | 29,140 | 
|                                                   |  |                 
|Accrued restructuring related expenses             |  |                  | 9      |  |                  |   | 265    | 
|Deferred tax liability, net                        |  |                  | 1,718  |  |                  |   | 2,566  | 
|                                                   |  |                  |        |  |                  |   |        | 
|Non-current accrued expenses and other liabilities |  |                  | 1,727  |  |                  |   | 2,831  | 
|                                                   |  |                  |        |  |                  |   |        | 
|Total accrued expenses and other liabilities       |  | $                | 29,745 |  |                  | $ | 31,971 | 
|                                                   |  |                  |        |  |                  |   |        | 

8. Restricted Cash

As of December 30, 2011 and December 31, 2010, the Company had $0.9 million and $1.6 million, respectively,
on deposit with financial institutions that served as collateral for letters of credit for operating leases and for amounts related to certain employee compensation agreements.

9. Lease Commitments

The Company has operating lease agreements for its premises that expire on various dates through December 2016. Rent
expense, net of subleases for the years ended December 30, 2011, December 31, 2010 and January 1, 2010 was $2.2 million, $1.8 million and $1.7 million, respectively.



18



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



9. Lease Commitments (Continued)



Future minimum lease commitments under non-cancelable operating leases as of
December 30, 2011 are as follows (in thousands):



|      |  |                |       | 
|----- |  | -------------- | ----- | 
|      |  | RentalPayments |      
|2012  |  | $              | 1,686 | 
|2013  |  |                | 1,341 | 
|2014  |  |                | 1,226 | 
|2015  |  |                | 994   | 
|2016  |  |                | 636   | 
|      |  |                |       | 
|Total |  | $              | 5,883 | 
|      |  |                |       | 

10. Income Taxes

The Company files federal income tax returns, as well as multiple state, local and foreign jurisdiction tax returns. A
number of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution on any particular uncertain tax position, the Company believes that its
reserves for income taxes reflect the most probable outcome. The Company adjusts these reserves, as well as the related interest, in light of changing facts and circumstances. The resolution of a matter would be recognized as an adjustment to the
provision for income taxes and the effective tax rate in the period of resolution. The Company is no longer subject to examinations of its federal income tax returns by the Internal Revenue Service for years through 2007 and all significant state,
local and foreign matters have been concluded for years through 2007.

The components of income (loss) before income taxes are
as follows (in thousands):



|                                  |  |                  |        |  |                  |   |        |                |  |   |        |  
|--------------------------------- |  | ---------------- | ------ |  | ---------------- | - | ------ | -------------- |  | - | ------ | -
|                                  |  | Year Ended       |       
|                                  |  | December 30,2011 |        |  | December 31,2010 |   |        | January 1,2010 | 
|Domestic                          |  | $                | 15,999 |  |                  | $ | 14,204 |                |  | $ | (325   | )
|Foreign                           |  |                  | 1,275  |  |                  |   | (3     | )              |  |   | (6,699 | )
|                                  |  |                  |        |  |                  |   |        |                |  |   |        |  
|Income (loss) before income taxes |  | $                | 17,274 |  |                  | $ | 14,201 |                |  | $ | (7,024 | )
|                                  |  |                  |        |  |                  |   |        |                |  |   |        |  

The components of income tax (benefit) expense are as follows (in thousands):



|                              |  |                  |        |   |                  |   |      |                |  |   |      |  
|----------------------------- |  | ---------------- | ------ | - | ---------------- | - | ---- | -------------- |  | - | ---- | -
|                              |  | Year Ended       |       
|                              |  | December 30,2011 |        |   | December 31,2010 |   |      | January 1,2010 | 
|Current tax (benefit) expense |  |                  |        |   |                  |   |      |                |  |   |      |  
|Federal                       |  | $                | 32     |   |                  | $ | (191 | )              |  | $ | (294 | )
|State                         |  |                  | 484    |   |                  |   | 239  |                |  |   | 72   |  
|Foreign                       |  |                  | 246    |   |                  |   | (74  | )              |  |   | 10   |  
|                              |  |                  |        |   |                  |   |      |                |  |   |      |  
|                              |  |                  | 762    |   |                  |   | (26  | )              |  |   | (212 | )
|Deferred tax benefit          |  |                  |        |   |                  |   |      |                |  |   |      |  
|Federal                       |  |                  | (5,257 | ) |                  |   |     |                |  |   |     |  
|State                         |  |                  |       |   |                  |   |     |                |  |   |     |  
|Foreign                       |  |                  |       |   |                  |   |     |                |  |   |     |  
|                              |  |                  |        |   |                  |   |      |                |  |   |      |  
|                              |  |                  | (5,257 | ) |                  |   |     |                |  |   |     |  
|                              |  |                  |        |   |                  |   |      |                |  |   |      |  
|Income tax benefit            |  | $                | (4,495 | ) |                  | $ | (26  | )              |  | $ | (212 | )
|                              |  |                  |        |   |                  |   |      |                |  |   |      |  



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



10. Income Taxes (Continued)



A reconciliation of the federal statutory tax rate with the effective tax rate is as
follows:



|                                                      |  |                  |       |     |                  |  |       |                |  |  |       |    
|----------------------------------------------------- |  | ---------------- | ----- | --- | ---------------- |  | ----- | -------------- |  |  | ----- | ---
|                                                      |  | Year Ended       |      
|                                                      |  | December 30,2011 |       |     | December 31,2010 |  |       | January 1,2010 | 
|U.S. statutory income tax expense (benefit) rate      |  |                  | 35.0  | %   |                  |  | 35.0  | %              |  |  | (35.0 | ) %
|State income taxes, net of federal income tax benefit |  |                  | 1.8   |     |                  |  | 1.1   |                |  |  | 0.7   |    
|Valuation allowance (reduction)                       |  |                  | (69.3 | )   |                  |  | (36.7 | )              |  |  | 15.4  |    
|Meals and entertainment                               |  |                  | 1.3   |     |                  |  | 1.5   |                |  |  | 2.5   |    
|Intangible amortization                               |  |                  |      |     |                  |  | 0.7   |                |  |  | 1.6   |    
|Foreign exchange loss (gain)                          |  |                  | 0.9   |     |                  |  | 0.4   |                |  |  | 3.7   |    
|Other, net                                            |  |                  | 4.3   |     |                  |  | (2.2  | )              |  |  | 8.1   |    
|                                                      |  |                  |       |     |                  |  |       |                |  |  |       |    
|Effective tax rate                                    |  |                  | (26.0 | ) % |                  |  | (0.2  | ) %            |  |  | (3.0  | ) %
|                                                      |  |                  |       |     |                  |  |       |                |  |  |       |    

The components of the net deferred income tax asset (liability) are as follows (in thousands):



|                                                |  |                  |         |   |                  |   |         |  
|----------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                                |  | Year Ended       |        
|                                                |  | December 30,2011 |         |   | December 31,2010 |  
|Deferred income tax assets:                     |  |                  |         |   |                  |   |         |  
|Purchased research and development              |  | $                | 79      |   |                  | $ | 184     |  
|Allowance for doubtful accounts                 |  |                  | 316     |   |                  |   | 587     |  
|Net operating loss and tax credits carryforward |  |                  | 20,567  |   |                  |   | 23,910  |  
|Accrued expenses and other liabilities          |  |                  | 5,492   |   |                  |   | 5,694   |  
|                                                |  |                  |         |   |                  |   |         |  
|                                                |  |                  | 26,454  |   |                  |   | 30,375  |  
|Valuation allowance                             |  |                  | (9,365  | ) |                  |   | (21,337 | )
|                                                |  |                  |         |   |                  |   |         |  
|                                                |  |                  | 17,089  |   |                  |   | 9,038   |  
|                                                |  |                 
|Deferred income tax liabilities:                |  |                  |         |   |                  |   |         |  
|Depreciation and amortization                   |  |                  | (3,836  | ) |                  |   | (2,002  | )
|Tax over book amortization on goodwill          |  |                  | (8,017  | ) |                  |   | (6,883  | )
|Other items                                     |  |                  | 21      |   |                  |   | (153    | )
|                                                |  |                  |         |   |                  |   |         |  
|                                                |  |                  | (11,832 | ) |                  |   | (9,038  | )
|                                                |  |                  |         |   |                  |   |         |  
|Net deferred income tax asset                   |  | $                | 5,257   |   |                  | $ |        |  
|                                                |  |                  |         |   |                  |   |         |  

As of December 30, 2011 and December 31, 2010, the Company had $7.0 million and $2.6 million,
respectively, of deferred tax assets, net, included in prepaid and other current assets and $1.7 million and $2.6 million of deferred tax liabilities, respectively, included in accrued expenses and other liabilities, non-current, on its consolidated
balance sheets.

As of December 30, 2011, the Company had $40.5 million of U.S. federal net operating loss carryforwards
available for tax purposes, primarily resulting from a worthless stock deduction taken in 2002, most of which expire by 2022 if not utilized. Additionally, at December 30, 2011, the Company had $12.4 million of foreign net operating loss
carryforwards, of which $4.9 million related to operations in the UK, $3.0 million related to operations in France and $2.4 million related to operations in Germany. Most of the foreign net operating losses may be carried forward indefinitely.

The liability method of accounting for deferred income taxes requires a valuation allowance against deferred tax assets if,
based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In determining the need for valuation allowances the Company considers evidence such as history of losses and
general economic conditions. At December 30, 2011 and December 31, 2010, the Company had a valuation allowance of $9.4 million and $21.3 million, respectively, to reduce deferred income tax assets primarily related to foreign and state net
operating loss and tax credit carryforwards.





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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



10. Income Taxes (Continued)



The undistributed earnings in foreign subsidiaries are permanently invested abroad and
will not be repatriated to the U.S. in the foreseeable future. Because they are considered to be indefinitely reinvested, no U.S. federal or state deferred income taxes have been provided on these earnings. Upon distribution of those earnings, in
the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries in which it operates. Because of the
availability of U.S. foreign tax credits, it is not practicable to determine the U.S. foreign income tax liability that would be payable if such earnings were not reinvested indefinitely.

Penalties and tax-related interest expense are reported as a component of income tax expense. For the years ended December 30,
2011, December 31, 2010 and January 1, 2010 the total amount of accrued income tax-related interest and penalties was $170 thousand.

In accordance with ASC 740-10, the Company prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions,
accounting for income taxes in interim periods and income tax disclosures.

The following table sets forth the detail and
activity of the ASC 740-10 liability during the twelve months ended December 30, 2011 and December 31, 2010 (in thousands):



|                                                            |  |                  |     |  |                  |   |      |  
|----------------------------------------------------------- |  | ---------------- | --- |  | ---------------- | - | ---- | -
|                                                            |  | Year Ended       |    
|                                                            |  | December 30,2011 |     |  | December 31,2010 |  
|Beginning balance                                           |  | $                | 170 |  |                  | $ | 370  |  
|Reduction due to lapse of applicable statute of limitations |  |                  |    |  |                  |   | (185 | )
|Other                                                       |  |                  |    |  |                  |   | (15  | )
|                                                            |  |                  |     |  |                  |   |      |  
|Ending balance                                              |  | $                | 170 |  |                  | $ | 170  |  
|                                                            |  |                  |     |  |                  |   |      |  

As of December 30, 2011 and December 31, 2010, the ASC 740-10 liability of $170 thousand, was
classified as a current liability and included in the current portion of the accrued expenses and other liabilities in the accompanying consolidated balance sheets. The Company does not believe there will be any material changes in its unrecognized
tax positions over the next twelve months. The reversal of ASC 740-10 tax liabilities as of December 30, 2011 and December 31, 2010 of $170 thousand, would have a favorable impact on the effective tax rate in future periods.

11. Stock Based Compensation

Stock Plans

Total share based compensation included in net income for the year ended December 30, 2011 was $4.6 million. The number of shares available for future issuance under the plans as of December 30,
2011 were 6,471,620. The Company issues new shares as shares are required to be delivered under the plan.

Stock Options

The Company has granted stock options to employees and directors of the Company at exercise prices equal to the market
value of the stock at the date of grant. The options generally vest ratably over four years, based on continued employment, with a maximum term of ten years.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



11. Stock Based Compensation (Continued)



Stock option activity under the Companys stock option plans for the year ended
December 30, 2011 is summarized as follows:



|                                    |  |              |         |   |                              |   |      |                                         |  |   |                         |  |  |   |         | 
|----------------------------------- |  | ------------ | ------- | - | ---------------------------- | - | ---- | --------------------------------------- |  | - | ----------------------- |  |  | - | ------- | 
|                                    |  | OptionShares |         |   | WeightedAverageExercisePrice |   |      | WeightedAverageRemainingContractualTerm |  |   | AggregateIntrinsicValue | 
|Outstanding as of December 31, 2010 |  |              | 982,328 |   |                              | $ | 5.62 |                                         |  |   |                         |  |  |   |         | 
|Exercised                           |  |              | (24,000 | ) |                              |   | 2.46 |                                         |  |   |                         |  |  |   |         | 
|Forfeited or expired                |  |              | (90,953 | ) |                              |   | 7.23 |                                         |  |   |                         |  |  |   |         | 
|                                    |  |              |         |   |                              |   |      |                                         |  |   |                         |  |  |   |         | 
|Outstanding as of December 30, 2011 |  |              | 867,375 |   |                              | $ | 5.53 |                                         |  | $ | 1.81                    |  |  | $ | 178,253 | 
|                                    |  |              |         |   |                              |   |      |                                         |  |   |                         |  |  |   |         | 
|                                    |  |              |         |  
|Exercisable at December 30, 2011    |  |              | 867,167 |   |                              | $ | 5.53 |                                         |  | $ | 1.81                    |  |  | $ | 178,229 | 
|                                    |  |              |         |   |                              |   |      |                                         |  |   |                         |  |  |   |         | 

A summary of the Companys stock option activity for the years ended December 31, 2010 and
January 1, 2010 was as follows:



|                                 |  |                   |           |   |                              |   |      |              |  |  |                              |   |  |   |      | 
|-------------------------------- |  | ----------------- | --------- | - | ---------------------------- | - | ---- | ------------ |  |  | ---------------------------- | - |  | - | ---- | 
|                                 |  | December 31, 2010 |           |   | January 1, 2010              |  
|                                 |  | OptionShares      |           |   | WeightedAverageExercisePrice |   |      | OptionShares |  |  | WeightedAverageExercisePrice |  
|Outstanding at beginning of year |  |                   | 1,202,380 |   |                              | $ | 5.88 |              |  |  | 1,327,497                    |   |  | $ | 6.03 | 
|Exercised                        |  |                   | (17,553   | ) |                              |   | 2.68 |              |  |  | (5,500                       | ) |  |   | 2.10 | 
|Forfeited or expired             |  |                   | (202,499  | ) |                              |   | 7.45 |              |  |  | (119,617                     | ) |  |   | 7.81 | 
|                                 |  |                   |           |   |                              |   |      |              |  |  |                              |   |  |   |      | 
|Outstanding at end of year       |  |                   | 982,328   |   |                              | $ | 5.62 |              |  |  | 1,202,380                    |   |  | $ | 5.88 | 
|                                 |  |                   |           |   |                              |   |      |              |  |  |                              |   |  |   |      | 
|                                 |  |                   |           |  
|Exercisable at end of year       |  |                   | 981,870   |   |                              | $ | 5.62 |              |  |  | 1,201,672                    |   |  | $ | 5.88 | 
|                                 |  |                   |           |   |                              |   |      |              |  |  |                              |   |  |   |      | 

Other information pertaining to stock option activity during the years ended December 30, 2011,
December 31, 2010 and January 1, 2010 was as follows (in thousands):



|                                                 |  |                  |    |  |                  |   |    |                |  |   |   | 
|------------------------------------------------ |  | ---------------- | -- |  | ---------------- | - | -- | -------------- |  | - | - | 
|                                                 |  | Year Ended       |   
|                                                 |  | December 30,2011 |    |  | December 31,2010 |   |    | January 1,2010 | 
|Total fair value of stock options vested         |  | $                |   |  |                  | $ |   |                |  | $ |  | 
|Total intrinsic value of stock options exercised |  | $                | 41 |  |                  | $ | 11 |                |  | $ | 8 | 

The following table summarizes information about the Companys stock options outstanding as of
December 30, 2011:



|                         |  |                     |         |  |                                          |  |     |                               |  |   |                   |  |  |                               |         |  |  |   |       | 
|------------------------ |  | ------------------- | ------- |  | ---------------------------------------- |  | --- | ----------------------------- |  | - | ----------------- |  |  | ----------------------------- | ------- |  |  | - | ----- | 
|                         |  | Options Outstanding |         |  | Options Exercisable                      | 
|Range of Exercise Prices |  | NumberOutstanding   |         |  | WeightedAverageRemainingContractual Life |  |     | WeightedAverageExercise Price |  |   | NumberExercisable |  |  | WeightedAverage ExercisePrice |        
|$  0.00 - $  4.06        |  |                     | 157,356 |  |                                          |  | 1.4 |                               |  | $ | 2.64              |  |  |                               | 157,148 |  |  | $ | 2.64  | 
|$  4.07 - $  8.13        |  |                     | 703,361 |  |                                          |  | 1.9 |                               |  |   | 6.11              |  |  |                               | 703,361 |  |  |   | 6.11  | 
|$  8.14 - $12.19         |  |                     | 6,650   |  |                                          |  | 1.4 |                               |  |   | 12.00             |  |  |                               | 6,650   |  |  |   | 12.00 | 
|$12.20 - $20.32          |  |                     | 8       |  |                                          |  | 2.0 |                               |  |   | 17.56             |  |  |                               | 8       |  |  |   | 17.56 | 
|                         |  |                     |         |  |                                          |  |     |                               |  |   |                   |  |  |                               |         |  |  |   |       | 
|                         |  |                     | 867,375 |  |                                          |  | 1.8 |                               |  | $ | 5.53              |  |  |                               | 867,167 |  |  | $ | 5.53  | 
|                         |  |                     |         |  |                                          |  |     |                               |  |   |                   |  |  |                               |         |  |  |   |       | 

On February 8, 2012, the Compensation Committee approved the exchange of one half of the existing
RSU bonus opportunity for 2012 through 2015 for the Companys Chief Executive Officer and Chief Operating Officer for a single performance-based stock option grants of 1,912,500 options and 1,004,063 option, respectively, each with an
exercise price of $4.00. This performance-based stock option grants vests one-half upon the achievement of at least 50% growth of pro forma earnings per share and the remaining half vests upon the achievement of at least 50% pro forma
EBITDA growth. Each metric can be achieved at any time during the six-year term of the award based on a trailing twelve month period measured quarterly. The grants will expire if neither target is achieved during the six-year term. The
base year for the performance calculation is fiscal 2011 for both pro forma earnings per share and pro forma EBITDA performance targets. After 2015, the Company expects that the Chief Executive Officers and the Chief Operating
Officers equity compensation will revert to the current structure.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



11. Stock Based Compensation (Continued)



Restricted Stock Units

Under the stock plans, participants may be granted restricted stock units, each of which represents a conditional right to receive a
common share in the future. The restricted stock units granted under this plan generally vest over one of the following vesting schedules: (1) a four-year period, with 50% vesting on the second anniversary and 25% of the shares vesting on the
third and fourth anniversaries of the grant date, (2) a four-year period, with 25% vesting on the first, second, third and fourth anniversary, or (3) a three-year period with 33% vesting on the first, second and third anniversary. Upon
vesting, the restricted stock units will convert into an equivalent number of shares of common stock. The amount of expense relating to the restricted stock units is based on the closing market price of the Companys common stock on the date of
grant and is amortized on a straight-line basis over the applicable requisite service period. Restricted stock unit activity for the year ended December 30, 2011 was as follows:



|                                          |  |                                |           |   |                                     |   |      | 
|----------------------------------------- |  | ------------------------------ | --------- | - | ----------------------------------- | - | ---- | 
|                                          |  | Number ofRestrictedStock Units |           |   | WeightedAverageGrant-DateFair Value |  
|Nonvested balance as of December 31, 2010 |  |                                | 2,211,587 |   |                                     | $ | 2.95 | 
|Granted                                   |  |                                | 1,896,222 |   |                                     |   | 3.65 | 
|Vested                                    |  |                                | (997,005  | ) |                                     |   | 3.56 | 
|Forfeited                                 |  |                                | (139,974  | ) |                                     |   | 3.04 | 
|                                          |  |                                |           |   |                                     |   |      | 
|Nonvested balance as of December 30, 2011 |  |                                | 2,970,830 |   |                                     | $ | 3.38 | 
|                                          |  |                                |           |   |                                     |   |      | 

The Company recorded restricted stock unit based compensation expense of $3.7 million, $3.6 million and
$2.6 million in 2011, 2010 and 2009, respectively, which is included in stock compensation expense, based on the vesting provisions of the restricted stock units and the fair market value of the stock on the grant date. As of December 30, 2011,
there was $4.6 million of total restricted stock unit compensation related to the nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.90 years.

Common Stock Subject to Vesting Requirements

Shares of common stock subject to vesting requirements were issued to employees of acquired companies. These shares vest over a period of up to five years. Compensation was based on the market value of
the Companys common stock at the time of grant and is recognized on a straight-line basis. The activity for common stock subject to vesting requirements for the year ended December 30, 2011 was as follows:



|                                          |  |                                                             |          |   |                                     |   |      | 
|----------------------------------------- |  | ----------------------------------------------------------- | -------- | - | ----------------------------------- | - | ---- | 
|                                          |  | Number ofShares ofCommonStock Subjectto VestingRequirements |          |   | WeightedAverageGrant-DateFair Value |  
|Nonvested balance as of December 31, 2010 |  |                                                             | 841,904  |   |                                     | $ | 3.40 | 
|Vested                                    |  |                                                             | (208,417 | ) |                                     |   | 3.67 | 
|                                          |  |                                                             |          |   |                                     |   |      | 
|Nonvested balance as of December 30, 2011 |  |                                                             | 633,487  |   |                                     | $ | 3.32 | 
|                                          |  |                                                             |          |   |                                     |   |      | 

The Company recorded compensation expense of $0.9 million, $0.7 million and $0.4 million, during the
years ended December 30, 2011, December 31, 2010 and January 1, 2010, respectively, related to common stock subject to vesting requirements. As of December 30, 2011, there was $1.2 million of total stock based compensation
related to common stock subject to vesting requirements not yet recognized, which is expected to be recognized over a weighted average period of 2.07 years.



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THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



12. Shareholders Equity

Employee Stock Purchase Plan

Effective July 1, 1998, the Company adopted an Employee Stock Purchase Plan to provide substantially all employees who have completed three months of service as of the beginning of an offering period
an opportunity to purchase shares of its common stock through payroll deductions. Purchases on any one grant are limited to 10% of eligible compensation. Shares of the Companys common stock may be purchased by employees at six-month intervals
at 95% of the fair market value on the last trading day of each six-month period. The aggregate fair market value, determined as of the first trading date of the offering period, of shares purchased by an employee may not exceed $25,000 annually.
The Employee Stock Purchase Plan expires on July 1, 2018. A total of 4,275,000 shares of common stock are available for purchase under the plan with a limit of 400,000 shares of common stock to be issued per offering period. For plan years
2011, 2010 and 2009, 137,215 shares, 132,015 shares and 168,887 shares, respectively, were issued.

Treasury Stock

On July 30, 2002, the Company announced that its Board of Directors approved the repurchase of up to $5.0 million of
the Companys common stock. Since the inception of the repurchase plan, the Board of Directors approved the repurchase of an additional $70.0 million of the Companys common stock, thereby increasing the total program size to $75.0
million. Under the repurchase plan, the Company may buy back shares of its outstanding stock from time to time either on the open market or through privately negotiated transactions, subject to market conditions and trading restrictions. As of
December 30, 2011 and December 31, 2010, the Company had repurchased 21.2 million shares and 18.8 million shares of its common stock, respectively, at an average price of $3.52 and $3.48 per share, respectively. As of
December 30, 2011, the Company had $0.6 million available under the Companys buyback program. The Company holds repurchased shares of its common stock as treasury stock and accounts for treasury stock under the cost method.

Shareholder Rights Plan

On February 13, 2004, the Companys Board of Directors adopted a Shareholder Rights Plan. Under the Plan, a dividend of one preferred share purchase right (a Right) was declared for
each share of common stock of the Company that was outstanding on February 26, 2004. Each Right entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior Preferred Stock at a purchase price of $32.50,
subject to adjustment.

The Rights will trade automatically with the common stock and will not be exercisable until a person
or group has become an acquiring person by acquiring 15% or more of the Companys outstanding common stock, or a person or group commences, or publicly announces a tender offer that will result in such a person or group owning 15%
or more of the Companys outstanding common stock. However, Liberty Wanger Asset Management, L.P. (now known as Columbia Wanger Asset Management, L.P.), together with its affiliates and associates will be permitted to acquire up to 20% of the
common stock without making the rights exercisable. Upon announcement that any person or group has become an acquiring person, each Right will entitle all rightholders (other than the acquiring person) to purchase, for the exercise price of $32.50,
a number of shares of the Companys common stock having a market value equal to twice the exercise price. Rightholders would also be entitled to purchase common stock of the acquiring person having a value of twice the exercise price if, after
a person had become an acquiring person, the Company were to enter into certain mergers or other transactions. If any person becomes an acquiring person, the Board of Directors may, at its option and subject to certain limitations, exchange one
share of common stock for each Right.

The Rights have certain anti-takeover effects, in that they would cause substantial
dilution to a person or group that attempts to acquire a significant interest in the Company on terms not approved by the Board of Directors. In the event that the Board of Directors determines a transaction to be in the best interests of the
Company and its shareholders, the Board of Directors may redeem the Rights for $0.001 per share at any time prior to a person or group becoming an acquiring person. The Rights will expire on February 13, 2014.

13. Benefit Plan

The Company maintains a 401(k) plan covering all eligible employees. Subject to certain dollar limits, eligible
employees may contribute up to 15% of their pre-tax annual compensation to the plan. The Company may make discretionary contributions on an annual basis. During fiscal years 2011, 2010 and 2009, the Company made matching contributions of 25% of
employee contributions up to 4% of their gross salaries. The Companys matching contributions were $0.3 million in each of the fiscal years ended December 30, 2011, December 31, 2010 and January 1, 2010.



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



14. Restructuring Costs

The Company recorded restructuring costs in 2001 and 2002 primarily related to reductions in consultants and functional
support and for the closure and consolidation of facilities and related exit costs. In 2003, 2004, 2005 and 2006, the Company increased these reserves as a result of additional closures and consolidation of facilities, lower than expected sublease
rates and longer than expected time estimates to sublease excess facilities. In 2005 and 2006, the Company recorded restructuring costs for the consolidation of facilities and related exit costs as a result of the REL acquisition. In 2009, the
Company recorded restructuring costs resulting from the acquisition and integration of Archstone related to discounted lease buy-out actions, the down-sizing of facilities and the related exit costs of those facilities and severance costs (see Note
2).

No restructuring costs were incurred in 2011, 2010 and 2008.

The following tables set forth the detail and activity in the restructuring expense accruals (in thousands):



|                                     |  |                                |        |   |                                            |   |        |       |  |   |        |  
|------------------------------------ |  | ------------------------------ | ------ | - | ------------------------------------------ | - | ------ | ----- |  | - | ------ | -
|                                     |  | SeveranceandOtherEmployeeCosts |        |   | Exit, ClosureandConsolidationof Facilities |   |        | Total | 
|Accrual balance at January 2, 2009   |  | $                              |       |   |                                            | $ | 4,293  |       |  | $ | 4,293  |  
|2009 Additions, net                  |  |                                | 3,048  |   |                                            |   | 2,378  |       |  |   | 5,426  |  
|2009 Expenditures                    |  |                                | (1,051 | ) |                                            |   | (1,536 | )     |  |   | (2,587 | )
|2010 Expenditures                    |  |                                | (1,826 | ) |                                            |   | (3,309 | )     |  |   | (5,135 | )
|2011 Expenditures                    |  |                                | (171   | ) |                                            |   | (1,223 | )     |  |   | (1,394 | )
|                                     |  |                                |        |   |                                            |   |        |       |  |   |        |  
|Accrual balance at December 30, 2011 |  | $                              |       |   |                                            | $ | 603    |       |  | $ | 603    |  
|                                     |  |                                |        |   |                                            |   |        |       |  |   |        |  

15. Transactions with Related Parties

In connection with the Companys repurchase of common stock in 2011 and 2010, the Board of Directors approved the
Companys buy back of 393,250 shares and 103,492 shares, respectively, of outstanding common stock from employees of the Company and Board of Directors at an average price of $4.70 and $3.47 per share, respectively. These shares were included
in the Companys treasury stock on the accompanying consolidated balance sheets at December 30, 2011 and December 31, 2010.

16. Litigation

The Company is involved in legal proceedings, claims, and litigation arising in the ordinary course of business not
specifically discussed herein. In the opinion of management, the final disposition of such matters will not have a material adverse effect on the Companys consolidated financial position, cash flows or results of operations.

17. Geographic and Service Group Information

Revenue, which is primarily based on the country of the Companys contracting entity, is attributed to geographic
areas as follows (in thousands):



|                                             |  |                  |         |  |                  |   |         |                |  |   |         | 
|-------------------------------------------- |  | ---------------- | ------- |  | ---------------- | - | ------- | -------------- |  | - | ------- | 
|                                             |  | Year Ended       |        
|                                             |  | December 30,2011 |         |  | December 31,2010 |   |         | January 1,2010 | 
|Revenue:                                     |  |                  |         |  |                  |   |         |                |  |   |         | 
|North America                                |  | $                | 174,890 |  |                  | $ | 158,231 |                |  | $ | 106,865 | 
|International (primarily European countries) |  |                  | 50,227  |  |                  |   | 43,117  |                |  |   | 35,835  | 
|                                             |  |                  |         |  |                  |   |         |                |  |   |         | 
|Total revenue                                |  | $                | 225,117 |  |                  | $ | 201,348 |                |  | $ | 142,700 | 
|                                             |  |                  |         |  |                  |   |         |                |  |   |         | 



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



17. Geographic and Service Group Information (Continued)



Long-lived assets are attributed to geographic areas as follows (in thousands):



|                                             |  |                  |        |  |                  |   |        | 
|-------------------------------------------- |  | ---------------- | ------ |  | ---------------- | - | ------ | 
|                                             |  | Year Ended       |       
|                                             |  | December 30,2011 |        |  | December 31,2010 |  
|Long-lived assets:                           |  |                  |        |  |                  |   |        | 
|North America                                |  | $                | 73,449 |  |                  | $ | 71,625 | 
|International (primarily European countries) |  |                  | 15,628 |  |                  |   | 15,593 | 
|                                             |  |                  |        |  |                  |   |        | 
|Total long-lived assets                      |  | $                | 89,077 |  |                  | $ | 87,218 | 
|                                             |  |                  |        |  |                  |   |        | 

As of December 30, 2011, foreign assets included $14.9 million of goodwill related to the REL and
Archstone acquisitions and $0.1 million of intangible assets related to the Archstone acquisition. As of December 31, 2010, foreign assets included $15.0 million of goodwill and $0.2 million of intangible assets related to the Archstone
acquisition.

In the following table (presented in thousands), The Hackett Group service group encompasses Benchmarking,
Business Transformation and Executive Advisory groups, and includes EPM Technologies. The ERP Solutions group encompasses the ERP technology groups, which include SAP and Oracle. The acquisition of Archstone in late 2009 brought a strong EPM
Transformation group to the Company. This allowed the Company to combine the acquired transformation skills with its existing technology EPM group, which has been one of The Hackett Groups growth drivers. The transformation and technology
groups both adopted The Hackett Group brand in 2010, and in 2011 moved to a combined incentive plan. Therefore, the revenue of the EPM technology group, which was previously reflected under Hackett Technology Solutions, has been recast into The
Hackett Group service line and all reported numbers have been recast to best reflect this integration of brand and go-to-market focus in the Companys reporting.



|                  |  |                  |         |  |                  |   |         |                |  |   |         | 
|----------------- |  | ---------------- | ------- |  | ---------------- | - | ------- | -------------- |  | - | ------- | 
|                  |  | Year Ended       |        
|                  |  | December 30,2011 |         |  | December 31,2010 |   |         | January 1,2010 | 
|                  |  |                  |        
|The Hackett Group |  | $                | 181,824 |  |                  | $ | 167,019 |                |  | $ | 119,547 | 
|ERP Solutions     |  |                  | 43,293  |  |                  |   | 34,329  |                |  |   | 23,153  | 
|                  |  |                  |         |  |                  |   |         |                |  |   |         | 
|Total revenue     |  | $                | 225,117 |  |                  | $ | 201,348 |                |  | $ | 142,700 | 
|                  |  |                  |         |  |                  |   |         |                |  |   |         | 

18. Quarterly Financial Information (unaudited)

The following table presents unaudited supplemental quarterly financial information for the years ended
December 30, 2011 and December 31, 2010 (in thousands, except per share data):



|                                    |  |               |        |  |             |   |        |                   |  |   |                  |  |  |   |        | 
|----------------------------------- |  | ------------- | ------ |  | ----------- | - | ------ | ----------------- |  | - | ---------------- |  |  | - | ------ | 
|                                    |  | Quarter Ended |       
|                                    |  | April 1,2011  |        |  | July 1,2011 |   |        | September 30,2011 |  |   | December 30,2011 | 
|Total revenue                       |  | $             | 52,862 |  |             | $ | 58,809 |                   |  | $ | 57,935           |  |  | $ | 55,511 | 
|Income from operations              |  | $             | 3,486  |  |             | $ | 4,503  |                   |  | $ | 4,511            |  |  | $ | 4,741  | 
|Income before income taxes          |  | $             | 3,487  |  |             | $ | 4,515  |                   |  | $ | 4,522            |  |  | $ | 4,750  | 
|Net income (1)                      |  | $             | 3,327  |  |             | $ | 4,403  |                   |  | $ | 4,346            |  |  | $ | 9,693  | 
|                                    |  |               |        | 
|Basic net income per common share   |  | $             | 0.08   |  |             | $ | 0.11   |                   |  | $ | 0.11             |  |  | $ | 0.25   | 
|Diluted net income per common share |  | $             | 0.08   |  |             | $ | 0.10   |                   |  | $ | 0.10             |  |  | $ | 0.23   | 



|                                    |  |               |        |  |             |   |        |                |  |   |                  |  |  |   |        | 
|----------------------------------- |  | ------------- | ------ |  | ----------- | - | ------ | -------------- |  | - | ---------------- |  |  | - | ------ | 
|                                    |  | Quarter Ended |       
|                                    |  | April 2,2010  |        |  | July 2,2010 |   |        | October 1,2010 |  |   | December 31,2010 | 
|Total revenue                       |  | $             | 46,728 |  |             | $ | 53,685 |                |  | $ | 52,305           |  |  | $ | 48,630 | 
|Income from operations              |  | $             | 1,859  |  |             | $ | 3,752  |                |  | $ | 3,914            |  |  | $ | 2,927  | 
|Income before income taxes          |  | $             | 2,808  |  |             | $ | 4,540  |                |  | $ | 3,921            |  |  | $ | 2,932  | 
|Net income                          |  | $             | 2,698  |  |             | $ | 4,423  |                |  | $ | 4,107            |  |  | $ | 2,999  | 
|                                    |  |               |        | 
|Basic net income per common share   |  | $             | 0.07   |  |             | $ | 0.11   |                |  | $ | 0.10             |  |  | $ | 0.07   | 
|Diluted net income per common share |  | $             | 0.07   |  |             | $ | 0.10   |                |  | $ | 0.10             |  |  | $ | 0.07   | 



|(1) | The quarter ended December 30, 2011 includes the benefit of the release of $5.3 million of deferred income tax asset valuation allowance.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

THE HACKETT GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



18. Quarterly Financial Information (unaudited) (Continued)



Quarterly basic and diluted net income per common share were computed independently for
each quarter and do not necessarily total to the year to date basic and diluted net income per common share.

19. Subsequent Events

On February 22, 2012, the Company commenced a tender offer to purchase up to $55.0 million in value of shares of
its common stock, $0.001 par value per share (the Shares), at a price not greater than $5.00 nor less than $4.25 per Share, to the seller in cash, less any applicable withholding taxes and without interest (the Offer). The
Offer is scheduled to expire on March 21, 2012.

The Company is conducting the Offer through a procedure commonly called
a modified Dutch auction. This procedure allows stockholders to select the price, within the specified price range, at which stockholders are willing to sell their Shares. The Company will select the single lowest purchase price, not
greater than $5.00 nor less than $4.25 per Share, that will allow the Company to purchase $55.0 million in value of Shares at such price, based on the number of Shares tendered, or, if fewer Shares are properly tendered, all Shares that are properly
tendered and not properly withdrawn. The Offer is only being made pursuant to the offering materials and related documentation which the Company has filed with the Securities Exchange Commission, and to which reference is hereby made.

On February 21, 2012, the Company entered into a Credit Facility with Bank of America, N.A. Under the Credit Facility, Bank of
America, N.A. has agreed to lend the Company up to $20.0 million from time to time pursuant to a revolving line of credit (the Revolver) and up to $30.0 million pursuant to a term loan (the Term Loan and together with the
Revolver, the Credit Facility). The proceeds of the Term Loan will be used, along with cash on hand, for the purchase of the Shares in the Offer and the payment of all fees and expenses in connection with the Offer. Borrowing under the
Term Loan is subject to and contingent upon the successful completion of the Offer, as well as the satisfaction of the other customary conditions precedent under the Credit Agreement. In the event that the full $30.0 million is not borrowed under
the Term Loan for the purchase of shares in the Offer, up to $10.0 million will remain available for borrowing under the Term Loan to fund future purchases of shares by the Company.

The obligations of the Company under the Credit Facility are guaranteed by certain existing and future material U.S. subsidiaries of the
Company (the U.S. Subsidiaries) and are secured by substantially all of the existing and future property and assets of the Company and the U.S. Subsidiaries, a 100% pledge of the capital stock of the U.S. Subsidiaries, and a 65% pledge
of the capital stock of the Companys direct foreign subsidiaries (subject to certain exceptions).



The interest rates per annum applicable to loans under the Credit Facility will be, at the Companys option, equal to either a base rate or a LIBOR rate for one-, two-, three- or six-month interest
periods chosen by the Company, in each case plus an applicable margin percentage. The applicable margin percentage is determined from time to time under the Credit Facility based on a senior leverage ratio. The initial applicable margin percentage
is 2.0% per annum, in the case of LIBOR rate advances, and 1.25% per annum, in the case of base rate advances.

The
Credit Facility matures on February 21, 2017. In addition, subject to certain thresholds and exceptions, the Company will be required to prepay the loans outstanding under the Credit Facility with (i) net cash proceeds from non-ordinary course
sales of property and assets of the Company or its subsidiaries, (ii) net cash proceeds from the issuance or incurrence of additional debt or equity securities of the Company or its subsidiaries and (iii) net proceeds from extraordinary
receipts as defined in the Credit Agreement.

On February 8, 2012, the Compensation Committee approved the exchange of
one half of the existing RSU bonus opportunity for 2012 through 2015 for the Companys Chief Executive Officer and Chief Operating Officer for a single performance-based stock option grants of 1,912,500 options and 1,004,063 option,
respectively, each with an exercise price of $4.00. This performance-based stock option grants vests one-half upon the achievement of at least 50% growth of pro forma earnings per share and the remaining half vests upon the achievement of
at least 50% pro forma EBITDA growth. Each metric can be achieved at any time during the six-year term of the award based on a trailing twelve month period measured quarterly. The grants will expire if neither target is achieved during the
six-year term. The base year for the performance calculation is fiscal 2011 for both pro forma earnings per share and pro forma EBITDA performance targets. After 2015, the Company expects that the Chief Executive Officers and the
Chief Operating Officers equity compensation will revert to the current structure.



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##### Table of Contents

THE HACKETT GROUP, INC.

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

YEARS ENDED DECEMBER 30, 2011, DECEMBER 31, 2010 AND JANUARY 1, 2010

(in thousands)



|                                |  |                            |       |  |                            |   |      |            |  |   |                      |   |  |   |       | 
|------------------------------- |  | -------------------------- | ----- |  | -------------------------- | - | ---- | ---------- |  | - | -------------------- | - |  | - | ----- | 
|Allowance for Doubtful Accounts |  | Balance atBeginningof Year |       |  | Charge toExpense(Recovery) |   |      | Write-offs |  |   | Balanceat Endof Year |  
|                                |  |                            |       | 
|Year Ended December 30, 2011    |  | $                          | 1,486 |  |                            | $ | (619 | )          |  | $ | (68                  | ) |  | $ | 799   | 
|                                |  |                            |       |  |                            |   |      |            |  |   |                      |   |  |   |       | 
|                                |  |                            |       | 
|Year Ended December 31, 2010    |  | $                          | 1,354 |  |                            | $ | 157  |            |  | $ | (25                  | ) |  | $ | 1,486 | 
|                                |  |                            |       |  |                            |   |      |            |  |   |                      |   |  |   |       | 
|                                |  |                            |       | 
|Year Ended January 1, 2010      |  | $                          | 1,631 |  |                            | $ | 93   |            |  | $ | (370                 | ) |  | $ | 1,354 | 
|                                |  |                            |       |  |                            |   |      |            |  |   |                      |   |  |   |       | 



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##### Table of Contents

|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

Not applicable.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our
management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act
of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this
Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the three months ended December 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission as of and for the year ended December 30, 2011. Based on
our evaluation under the framework in Internal Control  Integrated Framework, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this Annual Report.

The Companys independent registered certified public accounting firm has audited our internal control over financial
reporting as of December 30, 2011 and has expressed an unqualified opinion thereon.



29



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##### Table of Contents

Report of Independent Registered Certified Public Accounting Firm

Board of Directors and Stockholders

The Hackett
Group, Inc.

Miami, Florida

We have audited The Hackett Group, Inc.s internal control over financial reporting as of December 30, 2011, based on criteria
established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Hackett Group, Inc.s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Controls and Procedures  Managements Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on the companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit 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 audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.

In our opinion, The Hackett Group, Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 30, 2011, based on the COSO criteria.

We also have audited, in accordance with the standards
of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The Hackett Group, Inc. as of December 30, 2011 and December 31, 2010, and the related consolidated statements of operations,
shareholders equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 30, 2011 and our report dated February 24, 2012 expressed an unqualified opinion thereon.



|                                
|--------------------------------
|/s/ BDO USA, LLP 
Miami, Florida
|February 24, 2012               



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##### Table of Contents

|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

Not
applicable.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

Information responsive to this Item is incorporated herein by reference to the Companys definitive 2012 Proxy Statement for the 2012 Annual Meeting of Shareholders.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Information responsive to this Item is incorporated herein by reference to the Companys definitive 2012 Proxy Statement for the 2012
Annual Meeting of Shareholders.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

Information responsive to this Item is incorporated herein by reference to the Companys definitive 2012 Proxy Statement for the 2012
Annual Meeting of Shareholders.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

Information responsive to this Item is incorporated herein by reference to the Companys definitive 2012 Proxy Statement for the 2012 Annual Meeting of Shareholders.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

Information appearing under the caption Fees Paid to Independent Accountants in the 2012 Proxy Statement is hereby incorporated by reference.

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a) The following documents are filed as a part of this Form:

1. Financial Statements

The Consolidated Financial Statements filed as part of
this report are listed and indexed on page 4. Schedules other than those listed in the index have been omitted because they are not applicable or the required information has been included elsewhere in this report.

2. Financial Statement Schedules

Schedule II  Valuation and Qualifying Accounts and Reserves are included in this report. Schedules other than those listed in the
index have been omitted because they are not applicable or the information required to be set forth therein is contained, or incorporated by reference, in the Consolidated Financial Statements of The Hackett Group, Inc. or notes thereto.

3. Exhibits: See Index to Exhibits on page 33

The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this report.



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on November 27, 2012.



THE HACKETT GROUP, INC.By:

/s/ Ted A. FernandezTed A. FernandezChief Executive Officer and Chairman


Pursuant to the requirements of the Securities Act of 1934, this Form 10-K/A has been signed by the
following persons on behalf of the Registrant in the capacities and on the date indicated.



|                      |  |                                                                                                            |  |                  
|--------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | -----------------
|Signatures            |  | Title                                                                                                      |  | Date             
|                      |  |                                                                                                           
|/s/ Robert A. Ramirez |  | Executive Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) |  | November 27, 2012
|Robert A. Ramirez     |  |                                                                                                            | 



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##### Table of Contents

INDEX TO EXHIBITS



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|2.1         |  | Share Purchase Agreement dated November 29, 2005 between The Hackett Group Limited, Answerthink, Inc. and the Sellers of REL Consultancy Group Limited (incorporated herein by
reference to the Registrants Form 8-K dated December 1, 2005).                                                                                                                                                                                                                                                                                                         
|            | 
|2.2         |  | Asset Purchase Agreement acquiring Archstone Consulting, LLC. In accordance with the instructions to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to the Asset
Purchase Agreement are not filed herewith. The Asset Purchase Agreement identifies such schedules and exhibits, including the general nature of their content. The Company undertakes to provide such schedules and exhibits to the Securities and
Exchange Commission upon request (incorporated by reference to the Registrants Form 8-K filed on November 13, 2009).
|            | 
|3.1         |  | Second Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to the Registrants Form 10-K for the year ended
December 29, 2000).                                                                                                                                                                                                                                                                                                                                                             
|            | 
|3.2         |  | Amended and Restated Bylaws of the Registrant, as amended (incorporated herein by reference to the Registrants Form 10-K for the year ended December 29,
2000).                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|3.3         |  | Articles of Amendment of the Third Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to the Registrants Form 10-K for the
year ended December 28, 2007).                                                                                                                                                                                                                                                                                                                                             
|            | 
|3.4         |  | Amendment to Amended and Restated Bylaws of The Hackett Group (incorporated by reference to the Registrants Form 8-K filed on March 31, 2008).                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|10.1        |  | Registrants 1998 Stock Option and Incentive Plan (incorporated herein by reference to the Registrants Registration Statement on Form S-8
(333-64542)).                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.2        |  | Amendment to Registrants 1998 Stock Option and Incentive Plan (incorporated herein by reference to the Registrants Form 10-K for the year ended December 28,
2001).                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.3        |  | Form of Employment Agreement entered into between the Registrant and Mr. Dungan (incorporated herein by reference to the Registrants Form 10-K for the year ended
December 28, 2001).                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|10.4        |  | Form of Employment Agreement entered into between the Registrant and each of Messrs. Fernandez, Frank and Knotts (incorporated herein by reference to the Registrants
Registration Statement on Form S-1 (333-48123)).                                                                                                                                                                                                                                                                                                                                
|            | 
|10.5        |  | AnswerThink Consulting Group, Inc. Employee Stock Purchase Plan, as amended (incorporated herein by reference to the Registrants Registration Statement on Form S-8
(333-108640)).                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.6        |  | Amendment to Registrants Employee Stock Purchase Plan (incorporated herein by reference to the Registrants Form 10-K/A filed on February 15, 2007).                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.7        |  | Securities Purchase Agreement by and among THINK New Ideas, Inc., Capital Ventures International and Marshall Capital Management, Inc. (incorporated herein by reference to THINK New
Ideas, Inc.s Form 8-K dated March 12, 1999).                                                                                                                                                                                                                                                                                                                    
|            | 
|10.8        |  | Registration Rights Agreement dated as of March 3, 1999 by and among THINK New Ideas, Inc., Capital Ventures International and Marshall Capital Management, Inc. (incorporated
herein by reference to THINK New Ideas, Inc.s Form 8-K dated March 12, 1999).                                                                                                                                                                                                                                                                                          
|            | 
|10.9        |  | Amendment to Employment Agreement between Answerthink, Inc. and Ted A. Fernandez (incorporated herein by reference to the Registrants Form 10-Q dated
November 10, 2004).                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|10.10       |  | Amendment to Employment Agreement between Answerthink, Inc. and David N. Dungan (incorporated herein by reference to the Registrants Form 10-Q dated
November 10, 2004).                                                                                                                                                                                                                                                                                                                                                                              
|            | 
|10.11       |  | Lawson Software & The Hackett Group Advisory Alliance Agreement dated May 9, 2005 (incorporated herein by reference to the Registrants Form 8-K dated
May 13, 2005).                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.12       |  | Amendment dated June 10, 2005 to Executive Agreement between Answerthink, Inc. and Ted A. Fernandez (incorporated herein by reference to the Registrants
Form 8-K dated June 16, 2005).                                                                                                                                                                                                                                                                                                                                                               



33



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##### Table of Contents

|          |  |                                                                                                                                                                                                                 
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16     |  | Employment Agreement dated August 1, 2007 between the Registrant and Robert A. Ramirez (incorporated herein by reference to the Registrants Form 10-Q dated
July 31, 2007).                                    
|          | 
|10.17     |  | Third Amendment to Employment Agreement between the Registrant and Ted A. Fernandez (incorporated herein by reference to the Registrants Form 8-K dated January 2,
2009).                                      
|          | 
|10.18     |  | Third Amendment to Employment Agreement between the Registrant and David N. Dungan (incorporated herein by reference to the Registrants Form 8-K dated January 2,
2009).                                       
|          | 
|21.1      |  | Subsidiaries of the Registrant (incorporated herein by reference to the Registrants Form 10-K dated December 30, 2011).                                                                                        
|          | 
|23.1      |  | Consent of BDO USA, LLP (exhibits filed herewith).                                                                                                                                                              
|          | 
|31.1      |  | Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (exhibits filed herewith).                                                                                                       
|          | 
|31.2      |  | Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (exhibits filed herewith).                                                                                                       
|          | 
|32        |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated herein by reference to the Registrants
Form 10-K dated December 30, 2011).
|          | 
|101.INS** |  | XBRL Instance Document                                                                                                                                                                                          
|          | 
|101.SCH** |  | XBRL Taxonomy Extension Schema                                                                                                                                                                                  
|          | 
|101.CAL** |  | XBRL Taxonomy Extension Calculation Linkbase                                                                                                                                                                    
|          | 
|101.DEF** |  | XBRL Taxonomy Extension Definition Linkbase                                                                                                                                                                     
|          | 
|101.LAB** |  | XBRL Taxonomy Extension Label Linkbase                                                                                                                                                                          
|          | 
|101.PRE** |  | XBRL Taxonomy Extension Presentation Linkbase                                                                                                                                                                   



|** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11
or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



34