<PAGE>
 
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------
                                    FORM 10-Q

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

(Mark One)

X     Quarterly report pursuant to Section 13 or 15(d) of the Securities
-     Exchange Act of 1934 For the quarterly period ended September 27, 1996

                                      OR

      Transition report pursuant to Section 13 or 15(d) of the Securities
--    Exchange Act of 1934

                         Commission File Number: 0-25746

                           RENAISSANCE SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                                04-3150009
        (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                Identification No.)

                                  Lincoln North
                               55 Old Bedford Road
                                Lincoln, MA 01773
                    (Address of principal executive offices)

                         Telephone Number (617) 259-8833
              (Registrant's telephone number, including area code)

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  
                     -                                          --

As of October 23, 1996, there were 7,035,518 shares of the Registrant's Common
Stock, $.0001 par value per share, outstanding.



===========================================================================
<PAGE>
 
                          RENAISSANCE SOLUTIONS, INC.
           Form 10-Q for the Fiscal Quarter Ended September 27, 1996



                               Table of Contents



                PART I. FINANCIAL INFORMATION                           Page No.
                                                                        --------

Item 1.    Financial Statements:
           
           Consolidated Statements of Income for the three and 
           nine months ended September 27, 1996 and September 29, 1995.....  3
                                                                            
           Consolidated Balance Sheets as of                                
           September 27, 1996 and December 31, 1995........................  4
                                                                            
           Consolidated Statements of Cash Flows for the                    
           nine months ended September 27, 1996 and September 29, 1995.....  5
                                                                            
           Notes to Consolidated Financial Statements......................  6
                                                                            
Item 2.    Management's Discussion and Analysis of Financial                
           Condition and Results of Operations.............................  7 





                PART II. OTHER INFORMATION                              Page No.
                                                                        --------

Item 5.    Other Information............................................... 14
           
Item 6.    Exhibits and Reports on Form 8-K................................ 14
           
           Signatures...................................................... 15
           

                                      -2-
<PAGE>
 
PART I. FINANCIAL INFORMATION                              
                                                            
Item 1. Financial Statements                               
                                                            


                          RENAISSANCE SOLUTIONS, INC.

                       CONSOLIDATED STATEMENTS OF INCOME
                       
                 (Amount in thousands, except per share data)



<TABLE>
<CAPTION>
                                                     Three Months Ended                            Nine Months Ended

                                         September 27, 1996     September 29, 1995     September 27, 1996      September 29, 1995
                                         -------------------    -------------------    -------------------     -------------------

<S>                                      <C>                    <C>                    <C>                     <C>
Revenues................................      $       9,049           $      5,657          $      25,395          $       15,721
                                         -------------------    -------------------    -------------------     -------------------

Cost and expenses:
     Professional personnel.............              4,506                  2,899                 13,617                   8,224
     Professional development and
       recruiting.......................                710                    344                  1,318                     982
     Marketing and sales................                359                    140                  1,047                     383
     General and administrative.........              1,540                  1,045                  4,354                   2,873
                                         -------------------    -------------------    -------------------     -------------------

        Total costs and expenses........              7,115                  4,428                 20,336                  12,462
                                         -------------------    -------------------    -------------------     -------------------

Income from operations..................              1,934                  1,229                  5,059                   3,259
Interest expense........................                (2)                    (5)                   (41)                    (57)
Interest income.........................                478                    185                    899                     355
                                         -------------------    -------------------    -------------------     -------------------
Income before taxes.....................              2,410                  1,409                  5,917                   3,557
Provision for income taxes..............                939                    564                  2,302                   1,087
                                         -------------------    -------------------    -------------------     -------------------
Net income..............................      $       1,471           $        845          $       3,615           $       2,470
                                         ===================    ===================    ===================     ===================

Pro forma data:
Historical income before income taxes...      $       2,410           $      1,409          $       5,917         $         3,557
                                         -------------------    -------------------    -------------------     -------------------
Historical provision for income taxes...                939                    564                  2,302                   1,087
Additional provision for income taxes...                ---                    ---                    ---                     336
                                         -------------------    -------------------    -------------------     -------------------
Pro forma provision for income taxes....                939                    564                  2,302                   1,423
                                         -------------------    -------------------    -------------------     -------------------
Pro forma net income....................      $       1,471           $        845          $       3,615         $         2,134
                                         ===================    ===================    ===================     ===================

Pro forma net income per share..........      $        0.19           $       0.13          $        0.49        $           0.36
                                         ===================    ===================    ===================     ===================

Pro forma weighted average number of
common and common equivalent shares
outstanding.............................              7,861                  6,349                  7,376                   5,758
                                         ===================    ===================    ===================     ===================
</TABLE>

                                      -3-
<PAGE>
 
                          RENAISSANCE SOLUTIONS, INC.
                          CONSOLIDATED BALANCE SHEETS

                   (Amounts in thousands, except share data)

<TABLE> 
<CAPTION> 
                                                                           September 27, 1996          December 31, 1995
                                                                           ------------------          -----------------


<S>                                                                        <C>                         <C>      
Assets
   Current assets:
       Cash and cash equivalents........................................           $   22,380                 $    6,040
       Marketable securities............................................               19,769                      4,890
       Accounts receivable, net.........................................                8,809                      5,791
       Unbilled services, net...........................................                2,574                      3,759
       Receivable from officers/shareholders............................                  ---                        278
       Prepaid expenses and other current assets........................                  898                        161
                                                                           -------------------            ---------------
           Total current................................................               54,430                     20,919
                                                                           -------------------            ---------------
   Property and equipment, net..........................................                1,979                      2,034
   Other assets.........................................................                   72                         72
                                                                           -------------------            ---------------
           Total assets.................................................           $   56,481                 $   23,025
                                                                           ===================            ===============

Liabilities and Stockholders' Equity 
   Current liabilities:
       Short-term borrowings............................................           $      ---                 $    1,500
       Accounts payable.................................................                  639                      1,150
       Accrued payroll and related costs................................                1,789                        850
       Accrued income taxes.............................................                   66                        270
       Other accrued liabilities........................................                  268                         62
       Advance payments.................................................                  131                        341
                                                                           -------------------            ---------------
           Total current liabilities....................................                2,893                      4,173
   Other liabilities....................................................                  161                         87
                                                                           -------------------            ---------------
       Total liabilities................................................                3,054                      4,260
                                                                           -------------------            ---------------
   Stockholders' equity.................................................
       Preferred stock, $.01 par value, authorized
          2,000,000 shares, none issued.................................                  ---                        ---
       Common stock, $.0001 par value, authorized 20,000,000 
          shares, issued and outstanding 7,035,318 shares at 
          September 27, 1996 and 5,969,396 shares at
          December 31, 1995.............................................                    1                          1
       Additional paid in capital.......................................               45,389                     14,337
       Warrants to acquire common stock.................................                1,600                      1,600
       Cumulative translation adjustments...............................                  (33)                       (46)
       Unrealized gain on marketable securities.........................                   17                         35
       Retained earnings................................................                6,453                      2,838
                                                                           -------------------            ---------------
           Stockholders' equity.........................................               53,427                     18,765
                                                                           -------------------            ---------------
           Total liabilities and stockholders' equity...................           $   56,481                 $   23,025
                                                                           ===================            ===============
</TABLE> 

                                      -4-
<PAGE>
 
                           RENAISSANCE SOLUTIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Amounts in thousands)

<TABLE> 
<CAPTION> 
                                                                                     Nine Months Ended
                                                                                     -----------------
                                                                       September 27, 1996          September 29, 1995
                                                                       ------------------          ------------------
                                                                        <S>                        <C>                        
Cash flows from operating activities:
Net income...............................................                $          3,615             $        2,470
Adjustments to reconcile net income to net cash:
Depreciation and amortization............................                             368                        211
Change in:
   Accounts receivable, net..............................                          (3,018)                    (4,143)
   Unbilled services, net................................                           1,185                        ---
   Receivable from officers/shareholders.................                             278                        ---
   Prepaid expenses and other............................                            (737)                      (131)
   Accounts payable......................................                            (511)                       334
   Accrued payroll and related costs.....................                             939                        289
   Accrued income taxes..................................                            (204)                       216
   Other accrued liabilities.............................                             206                        (69)
   Advanced payments.....................................                            (210)                      (837)
   Increase in other liabilities.........................                              74                        ---
                                                                   -----------------------      -----------------------
Net cash provided by (used for) operating activities.....                           1,985                     (1,660)
                                                                   -----------------------      -----------------------

Cash flows from investing activities:
   Purchase of marketable securities.....................                         (20,046)                       ---
   Sales and maturities of marketable securities.........                           5,185                        ---
   Expenditures for property and equipment...............                            (323)                      (671)
                                                                   -----------------------      -----------------------
   Net cash used for investing activities................                         (15,184)                      (671)
                                                                   -----------------------      -----------------------

Cash flows from financing activities:

   Issuance of common stock, net.........................                          30,085                     12,208
   Tax benefit from exercise of stock options............                             967                        ---
   Sale of warrants to acquire common stock..............                             ---                      1,600
   Repayment of short-term borrowings....................                          (1,500)                       500
   Payment on notes payable - Gemini.....................                             ---                     (2,000)
                                                                   -----------------------      -----------------------
   Net cash provided by financing activities.............                          29,552                     12,308
                                                                   -----------------------      -----------------------

Effect of exchange rate changes on cash and cash
equivalents..............................................                             (13)                       ---
                                                                   -----------------------      -----------------------
Increase in cash and cash equivalents....................                          16,340                      9,977
Cash and cash equivalents, beginning of period...........                           6,040                      1,384
                                                                   =======================      =======================
Cash and cash equivalents, end of period.................                $         22,380             $       11,361
                                                                   =======================      =======================

Supplemental disclosure of cash flow information:
   Interest paid.........................................                $             47             $           88
                                                                   =======================      =======================
   Income taxes paid.....................................                $          1,541               $        870
                                                                   =======================      =======================
</TABLE> 

                                      -5-
<PAGE>
 
                          RENAISSANCE SOLUTIONS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Reorganization and Basis of Presentation

     Renaissance Solutions, Inc. ("Renaissance" or the "Company") was organized
     as a Delaware corporation in March 1992. In December 1993, the Company
     contributed all of its assets, subject to all of its liabilities, to
     Renaissance Strategy Group Limited Partnership, a Delaware limited
     partnership (the "Partnership"), in exchange for the sole general
     partnership interest in the Partnership. The business of the Company was
     conducted by the Partnership from December 1, 1993 to April 3, 1995.
     Pursuant to a reorganization agreement (the "Reorganization Agreement")
     entered into among the Company, the Partnership, the limited partners of
     the Partnership, the holders of certain units of economic interest
     ("Units") in the Partnership and the holders of certain options to purchase
     Units, effective April 3, 1995 (i) the Company issued 4,567,396 shares of
     its Common Stock in exchange for all of the outstanding limited partnership
     interests and Units in the Partnership, and (ii) options to purchase
     1,730,000 Units outstanding as of such date were exchanged for options to
     purchase 432,605 shares of Common Stock. Immediately thereafter, the
     Partnership was dissolved and all of its assets and liabilities were
     distributed to and assumed by the Company. The reorganization of the
     Company described above is referred to herein as the "Reorganization." The
     Reorganization has been accounted for in a manner similar to a pooling of
     interests and, except as otherwise indicated or where the context otherwise
     requires, the information set forth in these financial statements has been
     adjusted to give retroactive effect to the Reorganization. References
     herein to the "Company" and "Renaissance" refer to Renaissance Solutions,
     Inc. and, with respect to operations between December 1, 1993 and April 3,
     1995 (the date of the Reorganization), the Partnership, and its
     wholly-owned subsidiaries, Renaissance Solutions Limited and Renaissance 
     Securities Corp.

     The consolidated financial statements at December 31, 1995 and September
     27, 1996 and for the nine months ended September 27, 1996 have been derived
     from the Company's audited financial statements. The consolidated financial
     statements at September 29, 1995 and for the three and nine months ended
     September 29, 1995 and the three months ended September 27, 1996 are
     unaudited and reflect all adjustments (consisting only of normal recurring
     adjustments) which are, in the opinion of management, necessary for a fair
     presentation of the financial position and operating results for the
     interim periods. The consolidated financial statements should be read in
     conjunction with the consolidated financial statements and notes thereto,
     together with management's discussion and analysis of financial condition
     and results of operations, included in the Company's 1995 Annual Report to
     Stockholders. The results of operations for the three and nine months ended
     September 27, 1996 are not necessarily indicative of the results for the
     entire fiscal year ending December 31, 1996 or for any subsequent period.

2.   Initial Public Offering

     On April 11, 1995, the Company completed its initial public offering of
     Common Stock, whereby the Company issued 1,400,000 shares of Common Stock
     and an additional 885,000 shares were offered by existing stockholders of
     the Company. The net proceeds from the sale of the shares by the Company
     were approximately $15,636,000 after deducting offering expenses of
     $1,291,000. Approximately $1,872,000 of the net proceeds of the offering
     were used to repay a note due to Gemini Consulting, Inc. ("Gemini") and
     $3,426,475 of the net proceeds were used to repay notes payable to the
     Company's stockholders incurred by the Company in connection with the
     payment of partnership distributions in January and March 1995.
     Simultaneously with the closing of the offering, the Company also sold
     warrants to Gemini to acquire 633,600 shares of the Company's Common Stock
     for cash of $1,600,000.

3.   Follow-on Offering

     On May 17, 1996, the Company completed a follow-on public offering, whereby
     the Company issued 902,125 shares of Common Stock and existing shareholders
     sold 647,500 shares of Common Stock. The net proceeds from the sale of
     shares by the Company were approximately $28,263,000, after deducting
     offering expenses of $225,000.

                                      -6-

<PAGE>
 
4.   Income Per Share

     Pro forma income per share is based on the weighted average number of
     common and dilutive common equivalent shares (common stock options and
     warrants) outstanding during each period presented. The pro forma weighted
     average number of common shares assumes that 10,002 shares of common stock
     issued in March 1994 and all stock options granted in January and March
     1995 were outstanding for all periods presented. Common equivalent shares
     are not included in the per share calculations where the effect of their
     inclusion would be anti-dilutive, except in accordance with Securities and
     Exchange Commission Staff Accounting Bulletin No. 83. This Bulletin
     requires that all common shares issued and options to purchase shares of
     common stock granted by the Company during the twelve-month period prior to
     filing of its initial public offering be included in the calculation as if
     they were outstanding for all periods. The pro forma weighted average
     number of common shares for the three and nine months ended September 29,
     1995 also assume that approximately 300,000 shares of the 1,400,000 shares
     issued in the Company's initial public offering, the proceeds of which were
     used to repay stockholder notes totaling approximately $3,426, 475, were
     outstanding for all of the nine months ended September 29, 1995.


5.   Income Taxes

     Prior to the Reorganization the Company operated as an S corporation or a
     limited partnership, neither of which was subject to federal or state
     income taxes. Accordingly, no federal or state income tax provision was
     required for the Company for the three months ended March 31, 1995. The
     provisions for income taxes for the nine months ended September 27, 1996
     and September 29, 1995 were based on estimated effective tax rates of 39%
     and 40%, respectively, for the fiscal years.

     The pro forma provision for income taxes for the three months ended March
     31, 1995 reflects the estimated amounts of income taxes which would have
     been payable for that period if the Company had operated as a taxable C
     corporation. Beginning with the three months ended June 30, 1995, the
     Company was subject to federal and state income taxes at the statutory tax
     rates then in effect. The components of the Company's actual and pro forma
     deferred tax assets and liabilities as of September 27, 1996 and September
     29, 1995 were not material.

Item 2.   Management's Discussion And Analysis Of Financial Condition And
          Results Of Operations


Overview

The Company derives substantially all of its revenues from management consulting
and client/server systems integration services. The Company markets its services
directly and through a Teaming Agreement (the "Teaming Agreement") with Gemini
Consulting, Inc. ("Gemini"). Pursuant to the Teaming Agreement, Renaissance and
Gemini have agreed to market and perform certain service offerings on a
collaborative basis. Approximately 79%, 54% and 43% of the Company's revenues in
1994 and 1995 and for the nine months ended September 27, 1996, respectively,
resulted from its relationship with Gemini; approximately 65%, 24% and 27% of
revenues were from services and other amounts billable to Gemini and
approximately 14%, 30% and 16% of revenues were from services billable directly
to third parties in 1994 and 1995 and for the nine months ended September 27,
1996, respectively. The Company and Gemini have entered into a Third Amended and
Restated Teaming Agreement (the "Restated Teaming Agreement"), which will become
effective upon the closing of the Company's proposed offering of Common Stock
pursuant to a Registration Statement on Form S-3, currently anticipated to be
filed with the Securities and Exchange Commission on or about October 28, 1996
(the "Offering"). See "Certain Factors That May Affect Future Results" and
"Item 5--Other Information."

Fees for services provided by the Company typically are based on the project
schedule, Renaissance staffing requirements, the level of customer involvement
and the scope of the project as agreed upon with the customer at the project's
inception. The Company generally seeks to obtain an adjustment in its fees in
the event of any significant change in any of the assumptions upon which the
original estimate was based. The Company

                                      -7-
<PAGE>
 
records revenues at estimated realizable rates as labor hours are incurred.
Provisions are made for estimated unbillable and uncollectible amounts.

This Quarterly Report on Form 10-Q contains forward-looking statements that 
involve a number of risks and uncertainties. Among the important factors that 
could cause actual results to differ materially from those indicated by such 
forward-looking statements are the factors set forth in the Company's Annual 
Report on Form 10-K under the caption "Management's Discussion and Analysis of 
Financial Condition and Results of Operations -- Certain Factors That May 
Affect Future Results," which are incorporated by reference herein and those set
forth below under the caption "Certain Factors That May Affect Future Results."

Results of Operations

The following table sets forth, for the periods indicated, the percentage
relationship to revenues of certain items in the Company's consolidated
statements of income.
<TABLE> 
<CAPTION> 
                                                 Three Months Ended                   Nine Months Ended
                                             Sept. 27, 1996   Sept. 29, 1995      Sept. 27, 1996  Sept. 29, 1995
                                             --------------   --------------      --------------  --------------
<S>                                          <C>              <C>                 <C>              <C>    
Statement of Income Data:
Revenues................................             100.0%           100.0%               100.0%          100.0%
                                             --------------   --------------        ------------   -------------
Cost and expenses:                                                            
      Professional personnel............              49.8%           51.2%                 53.6%             52.3%
      Professional development and......               7.8              6.1                  5.2               6.3
recruiting                                                                    
      Marketing and sales...............               4.0              2.5                  4.1               2.4
      General and administrative........              17.0             18.5                 17.2              18.3
                                            --------------    -------------        -------------   ---------------
                                                                              
          Total costs and expenses.......             78.6             78.3                 80.1              79.3
                                            --------------    -------------        -------------   ---------------
                                                                              
Income from operations..................              24.4             21.7                 19.9              20.7
Interest expense........................               ---              (.1)                 ---               (.4)
Interest income.........................               5.3              3.3                  3.4               2.3
                                            --------------    -------------        --------------   --------------
Income before taxes.....................              26.7             24.9                 23.3              22.6
Income taxes............................              10.4             10.0                  9.1               6.9
                                            ==============    =============        =============   ===============
Net income..............................              16.3%            14.9%                14.2%             15.7%
                                            ==============    =============        =============   ===============
                                                                              
Pro forma data:                                                               
Historical income before income taxes...             26.7%            24.9%                 23.3%             22.6%
                                           --------------    -------------        --------------   ---------------
Historical income taxes.................             10.4             10.0                   9.1               6.9
Additional provision for income taxes...              ---              ---                   ---               2.1
                                           --------------    -------------        --------------   ---------------
Pro forma income taxes..................             10.4             10.0                   9.1               9.0
                                           --------------    -------------        --------------   ---------------
Pro forma net income....................             16.3%            14.9%                 14.2%             13.6%
                                            ==============   =============        ==============   ===============
</TABLE> 

Revenues increased 60% to $9.0 million in the third quarter of 1996 from $5.7
million in the third quarter of 1995. Revenues increased 62% to $25.4 million in
the first three quarters of 1996 from $15.7 million in the first three quarters
of 1995. The increase in revenues for the three months ended September 27, 1996
was primarily attributable to the significantly increased level of services
provided to existing clients as well as new clients. The increase in revenues
for the nine months ended September 27, 1996 was primarily attributable to the
significantly increased level of services performed for clients by both the
Strategic Management Services Group and the Performance Innovation Services
Group. Revenues attributable to the Company's relationship with Gemini
represented 40% and 45% of revenues in the three month periods ended September
27, 1996 and September 29, 1995, respectively, and 43% and 46% of revenues in
the nine month periods ended September 27, 1996 and September 29, 1995,
respectively. The Company expects that revenues from Gemini will decrease as a
percentage of revenues in the future. See "Certain Factors That May Affect
Future Results." Revenues from operating companies of AT&T represented, in the
aggregate, approximately 43% and 32% of the revenues in the three month periods
ended September 27, 1996 and September 29, 1995, respectively, and 46% and 32%
of the Company's revenues in the nine month periods ended September 27, 1996 and
September 29, 1995, respectively. The Company anticipates that revenues
attributable to operating companies of AT&T will decrease in the future because
several engagements for this group of clients have been completed.

                                      -8-
<PAGE>
 
In each of the three six month periods ended on April 30, 1996, Gemini's
actual bookings were lower than the minimum bookings provided for under the
Teaming Agreement. Gross bookings attributable to Gemini under the Teaming
Agreement (without regard to the application of bookings to prior period
deficiencies) for the six month periods ended April 30, 1995, October 31, 1995
and April 30, 1996 were $6.8 million, $2.0 million and $5.3 million,
respectively. For the six month period ending October 31, 1996, the Company
estimates that such gross bookings will total approximately $5.0 million.
Because bookings for the six month period ended October 31, 1995 were
substantially below the bookings commitment for such period, bookings for the
subsequent six month period ended April 30, 1996 were, and for the six month
period ending October 31, 1996 will be, in accordance with the Teaming
Agreement, used to satisfy prior period deficiencies.
 
In particular, during the six month period commenced on May 1, 1995 and ended
October 31, 1995, Gemini's bookings commitment to the Company was $8.25 million.
The actual bookings for such period, net of bookings applied to the prior period
deficiency, totalled approximately $1.9 million. Gemini satisfied the resulting
$6.3 million deficiency in the subsequent six month period through a combination
of revenues generated from client work referred to Renaissance by Gemini, work
performed by Renaissance as a subcontractor for Gemini, work performed by
Renaissance directly for Gemini and the acquisition by Gemini from the Company
for $2.2 million (included in revenue for the nine months ended September 27,
1996) of certain Company program designs and related materials. During the six
month period commenced on November 1, 1995 and ended April 30, 1996, Gemini's
bookings commitment to the Company was $7.0 million. The actual bookings for the
period, net of bookings applied to the prior period deficiency, totalled
approximately $1.2 million. Gemini issued to Renaissance a purchase order for
the deficiency of approximately $5.8 million. This purchase order was satisfied
by Gemini in the subsequent period through a combination of revenues generated
from client work referred to Renaissance by Gemini of approximately $4.0 million
and a cash payment by Gemini to Renaissance of $750,000 in the third quarter of
1996 in satisfaction of the remaining $1.8 million purchase order obligation.
The Company's net income for the third fiscal quarter of 1996 was favorably
affected by this cash payment which was included in revenues and had no
incremental cost associated with it.
 
During the six month period commenced on May 1, 1996 and ending on October 31,
1996, Gemini's bookings commitment to the Company is $8.0 million. Approximately
$4.0 million in revenues generated from the estimated $5.0 million in bookings
in this six month period will be applied to satisfy the prior period deficiency.
Renaissance and Gemini have agreed that Gemini will satisfy the bookings
deficiency for this period with a one time payment by Gemini to Renaissance of
approximately $1.6 million (subject to adjustment in accordance with the terms
of the Restated Teaming Agreement), to be made simultaneously with the closing
of the Offering.
 
Professional personnel costs increased 55% in the third quarter of 1996 to $4.5
million, or 55% of revenues, from $2.9 million, or 50% of revenues, in the third
quarter of 1995. Professional personnel costs increased 66% in the first three
quarters of 1996 to $13.6 million, or 54% of revenues, from $8.2 million, or 52%
of revenues, in the first three quarters of 1995. The number of full-time
equivalent professional employees increased to 111 at September 27, 1996 from 82
at September 29, 1995. The increase in personnel costs resulted from the
addition of professionals, the standardization of all employee compensation
adjustments to January of each year beginning in January 1996 and professional
time investment in the Company's Web-based information services offering.

Professional development and recruiting costs increased 106% in the third
quarter of 1996 to $710,000, or 8% of revenues, from $344,000, or 6% of
revenues, in the third quarter of 1995. This increase in professional
development and recruiting costs resulted primarily from the decision to hold
the annual company-wide training session offsite, the recruitment and relocation
of twelve professional employees, and the significant investment in orientation
and training programs for new employees. Professional development and recruiting
costs increased 34% in the first three quarters of 1996 to $1.3 million, or 5%
of revenues, from $982,000, or 6% of revenues, in the first three quarters of
1995. This increase in professional development and recruiting costs resulted
primarily from significant expansion in the number of professional employees
retained by the Company.


                                      -9-
<PAGE>
 
Marketing and sales expenses increased 156% in the third quarter of 1996 to
$359,000, or 4% of revenues, from $140,000, or 2% of revenues, in the third
quarter of 1995. Marketing and sales expenses increased 173% in the first three
quarters of 1996 to $1.0 million, or 4% of revenues, from $383,000, or 2% of
revenues, in the first three quarters of 1995. This increase in marketing and
sales expenses reflected an increase in the level and scope of marketing
communications activities in 1996. The Company is expanding its marketing and
sales efforts and therefore expects related expenses to increase as a percentage
of revenues in the future.

General and administrative expenses increased 47% in the third quarter of 1996
to $1.5 million, or 17% of revenues, from $1.0 million, or 18% of revenues, in
the third quarter of 1995. General and administrative expenses increased 52% in
the first three quarters of 1996 to $4.4 million, or 17% of revenues, from $2.9
million, or 18% of revenues, in the first three quarters of 1995. This increase
in general and administrative expenses resulted primarily from additional costs
necessary to support the growth in the Company's business and professional staff
during 1996 and included increases in salary costs for administrative staff,
increases in facilities and operating costs and investments in upgrading the
Company's telecommunications (video and audio), networks and systems.

Interest expense declined 28% in the first three quarters of 1996 to $41,000, or
0.2% of revenues, from $57,000, or 0.4% of revenues, for the first three
quarters of 1995. This decline was primarily attributable to the reduction in
interest payments to Gemini under a $2.0 million working capital loan from
Gemini to the Company (the "Gemini Loan"), which was repaid following the
Company's initial public offering in April 1995, offset by payments made to
Shawmut Bank under the Company's working capital line of credit. Interest income
increased 158% in the third quarter of 1996 to $478,000, or 5% of revenues, from
$185,000, or 3% of revenues, for the third quarter of 1995. Interest income
increased 153% in the first three quarters of 1996 to $899,000, or 4% of
revenues, from $355,000, or 2% of revenues, for the first three quarters of
1995. This increase was primarily the result of higher cash balances from cash
generated by operations and the proceeds from the Company's follow-on public
offering in May 1996. Interest income consists of interest earned on the
Company's cash, cash equivalents and marketable securities.

The provision for income taxes in the third quarter of 1996 of $0.9 million or
39% compared with a tax provision of $564,000 or 40% in the third quarter of
1995. The provision for income taxes in the first three quarters of 1996 was
$2.3 million or 39% compared with a pro forma tax provision of $1.4 million or
40% in the first three quarters of 1995. The 1995 figure was computed as if the
Company has been taxable as a C Corporation since its inception. Prior to its
Reorganization on April 3, 1995, the Company was not subject to federal or state
income taxes at the Company level.

Liquidity and Capital Resources

To date, the Company's financing requirements have been met through a
combination of funds generated by operations, loans from Gemini, bank
borrowings, loans from certain of the Company's stockholders, the sale of 
Common Stock in the Company's initial and follow-on public offerings and the
sale to Gemini of warrants to purchase Common Stock. At September 27, 1996, the
Company had working capital of $51.5 million, an increase of $34.8 million as
compared to working capital of $16.7 million at December 31, 1995. The increase
was primarily attributable to the Company's follow-on offering in May 1996,
which provided net proceeds of $28.8 million.

Funds provided (used) by operations amounted to $(1,638,000), $2,287,000,
$(2,306,000) and $1,985,000 for 1993, 1994, 1995 and the first three fiscal
quarters of 1996, respectively. Accounts receivable and unbilled services
increased significantly in 1994 over 1993 and in 1995 over 1994 as a result of
the increased services performed by the Company in these years. Accounts
receivable and unbilled services increased 253% to $3.2 million on December 31,
1994, as compared to $904,000 on December 31, 1993. During the same period,
revenues increased 407%, to $12.9 million from $2.5 million. Accounts receivable
and unbilled services increased 199% to $9.6 million on December 31, 1995 as
compared to $3.2 million on December 31, 1994. During the same period revenues
increased 75%, to $22.6 million from $12.9 million in 1994. Accounts receivable
and unbilled services increased 19% to $11.4 million on September 27, 1996 as
compared to $9.6 million on December 31, 1995. Advance payments are recorded
when billings exceed revenues earned or expenses incurred. In 1994, advance
payments increased to $983,000 from $0 in 1993 as a result of billings in excess
of revenues earned and expenses incurred with respect to one customer. In 1995,
advanced payments decreased to $341,000 from $983,000 in 1994. Advance payments
in the first three fiscal quarters of 1996 decreased to $131,000 from $341,000
in 1995.

                                     -10-

<PAGE>
 
Capital expenditures were $331,000, $774,000, $1,391,000 and $1,283,000 for
1993, 1994, 1995 and the first three fiscal quarters of 1996, respectively. The
Company expects capital expenditures in the remainder of 1996 to be
approximately $250,000, primarily for the purchase of hardware and software, for
furniture and fixtures and for leasehold improvements. In August 1996 the
Company entered into an operating lease with Digital Equipment Corporation
("Digital") pursuant to which Digital repurchased a portion of the Company's
installed base of computers and will provide the Company with certain equipment,
services, and support. Under this operating lease, the Company will pay Digital
approximately $407,000, $1.2 million, $1.2 million and $866,000 in 1996, 1997,
1998 and 1999, respectively.

Net cash used for investing activities of $15.2 million during the nine month
period ended September 27, 1996 resulted primarily from the purchase of
marketable securities.

On July 21, 1994, the Company entered into a revolving line of credit agreement
with Shawmut Bank (now Fleet Bank, N.A.) providing for borrowings of up to $1.0
million. The line of credit agreement was subsequently amended to increase the
amount available for borrowings to $3.5 million. This line of credit expires on
June 1, 1997. As of December 31, 1995, $1.5 million was outstanding under the
line. No borrowings were outstanding under the line as of September 27, 1996.
The line of credit includes customary financial and other covenants relating to
the maintenance of certain financial tests, such as minimum tangible net worth
and quarterly profitability, and restricting the Company's ability to incur
additional indebtedness. On August 25, 1995, the Company entered into a
revolving line of credit agreement with Barclays Bank in London providing for
borrowings of up to British Pound Sterling 250,000. The line of credit was
subsequently amended to increase the amount available for borrowings to British
Pound Sterling 425,000. No borrowings were outstanding under the line as of
December 31, 1995 or September 27, 1996.

The Company made a partnership distribution totaling $2,672,000 in January 1995,
which represented the cumulative net earnings of Renaissance Strategy Group
Limited Partnership (the "Partnership") a predecessor to the Company, from
December 1, 1993 through December 31, 1994. The Company made a final partnership
distribution totaling $754,475 in March 1995, which represented the estimated
amount of the Partnership's net earnings during the period commencing on January
1, 1995 and ending immediately prior to the Reorganization. Both the January
1995 and the March 1995 partnership distributions were evidenced by promissory
notes from the Company and were repaid from a portion of the net proceeds of the
Company's initial public offering. The partnership distributions represent
earnings of the Partnership upon which the recipients of such promissory notes
have been or will be required to pay income taxes.

In the event that the Restated Teaming Agreement is validly terminated by either
party prior to its expiration, Renaissance is required to pay a termination fee
to Gemini in an amount declining from $1.6 million in the event of a termination
prior to November 1, 1996 to $250,000 in the event of a termination prior to
November 1, 1999.
 
Management believes that funds generated by operations, existing cash balances
(including proceeds from the Company's initial and follow-on public offerings)
and borrowings under the bank lines, will be sufficient to meet the Company's
working capital and capital expenditure requirements for at least the next
twelve months. Thereafter, the Company's liquidity will be materially dependent
upon its internally generated funds and its ability to obtain funds from
financings from external sources, in the form of either additional equity or
indebtedness. The Company's ability to borrow will be a function of the level of
its internally generated funds and the assets of its business that are available
to serve as collateral, which will consist primarily of accounts receivable.

                                     -11-

<PAGE>
 
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

In addition to the factors set forth in the Company's Annual Report on Form 10-K
under the caption "Certain Factors that May Affect Future Results," which are
incorporated herein by reference, the following important factors, among others,
could cause actual results to differ materially from those indicated by forward-
looking statements made in this Quarterly Report on Form 10-Q and presented
elsewhere by management from time to time.

Since 1993 the Company has been a party to the Teaming Agreement with Gemini
pursuant to which the Company and Gemini have agreed to market and perform
certain service offerings on a collaborative basis. The Company currently relies
on Gemini for a significant portion of the Company's marketing activities.
Approximately 79%, 54% and 43% of the Company's revenues in 1994, 1995 and the
first three fiscal quarters of 1996, respectively, resulted from its
relationship with Gemini; approximately 65%, 24% and 27%, respectively, of
revenues were from services and other amounts billable to Gemini and
approximately 14%, 30% and 16%, respectively, of revenues were from services
billable directly to third parties. As a result, the Company's success is
currently dependent in large part on the success of Gemini's marketing efforts.
 
The Company and Gemini have entered into the Restated Teaming Agreement,
which will become effective upon the closing of the Offering. Gemini has
committed to provide the Company with certain minimum bookings during the term
of the Restated Teaming Agreement, subject to the satisfaction of certain
conditions. In the event that during any of the six month periods during the
term of the Restated Teaming Agreement bookings obtained by Renaissance from
Gemini customers or customers of joint service offerings by Renaissance and
Gemini are less than specified minimum commitment levels, Gemini may retain
the services of Renaissance for a fee equal to the amount of the deficiency.
If at the end of twelve months a bookings deficiency still remains, Gemini is
required to make a compensating payment to Renaissance of 25% of the remaining
deficiency in full satisfaction of the bookings deficiency. Gemini's
obligation to provide these bookings to the Company will terminate in the
event that any of Harry M. Lasker, David A. Lubin or David P. Norton, the
founders of the Company, ceases to be employed by the Company on a full time
basis during the term of the Restated Teaming Agreement. In such event, the
parties have agreed to negotiate in good faith to establish new commitments
for the remainder of the term of the Restated Teaming Agreement. In addition,
the amount of Gemini's bookings commitment is subject to adjustment as a
result of, among other things, any failure by Renaissance to make available to
Gemini such quantities of marketing and sales resources and such number of
staff for joint service offerings as may from time to time be mutually agreed
upon by the parties.
 
The Company monitors Gemini's progress in meeting its bookings commitments
through regular conference calls and meetings with Gemini representatives.
"Bookings" are generally defined for purposes of the Restated Teaming
Agreement as gross fees (excluding expense reimbursements) committed to
Renaissance as a result of the relationship with Gemini during the applicable
period, as evidenced by a written agreement between the Company and the
customer for the delivery of goods or services within twelve months, plus any
such fees actually collected by the Company during such period which are not
evidenced by a written agreement. Gemini generally is treated as having
satisfied its bookings commitment regardless of whether revenues are
recognized by Renaissance with respect to a particular engagement. For
example, under the Restated Teaming Agreement, 50% of the fees attributable to
a cancelled contract count towards Gemini's bookings commitment if such
cancellation is not primarily attributable to the actions or omissions of
Gemini. In accordance with industry practice, nearly all of the Company's
contracts are terminable by either the customer or the Company on short or no
notice and without penalty. In addition, Gemini does not guarantee the
collectibility of any receivables resulting from customer engagements under
the Restated Teaming Agreement.
 
                                     -12-

<PAGE>
 
The Restated Teaming Agreement has a term ending on November 1, 1999. The
Restated Teaming Agreement is subject to earlier termination upon the occurrence
of certain events, including a change in control of the Company (as defined in
the Restated Teaming Agreement). In the event that the Restated Teaming
Agreement is validly terminated by either party prior to its expiration,
Renaissance is required to pay a termination fee to Gemini in an amount
declining from a maximum of $1.6 million in the event of a termination prior to
November 1, 1996 to a minimum of $250,000 in the event of a termination prior to
November 1, 1999. In addition, in such event, various payment obligations
contained in the Restated Teaming Agreement will terminate on the termination
date. While the Company is continuing to build its internal marketing force and
seeking additional strategic alliances, the termination of the Restated Teaming
Agreement could have a material adverse effect on the Company's business and
results of operations.

Under the Restated Teaming Agreement, the Company has agreed to train Gemini
in the use of the Company's Balanced Scorecard, desktop application and
certain other methodologies during the period ending October 31, 1998 and to
perpetually license these methodologies, to the extent developed prior to
November 1, 1998, to Gemini on a non-exclusive basis. As a result, during the
term of the Restated Teaming Agreement Gemini personnel may perform services
in connection with joint service offerings which might otherwise be performed
by Company personnel. In addition, following the termination of the Restated
Teaming Agreement, Gemini will be in a position to compete with the Company
using know-how and methodologies which might otherwise be proprietary to the
Company.

The Company's ability to obtain the benefit of the bookings commitments
under the Restated Teaming Agreement may be affected by Gemini's
creditworthiness. Under the terms of the Restated Teaming Agreement, Gemini is
not required to provide the Company with information regarding Gemini's
financial condition. Based on information made publicly available by an
affiliate of Gemini, the Company believes that Gemini experienced a
significant decline in sales and profits as well as capacity problems in 1995,
and that Gemini's results for the first quarter of 1996 were below its budget
for such quarter.
 
In each of the three six month periods ended April 30, 1996, Gemini's actual
bookings were lower than the minimum bookings provided for under the Teaming
Agreement. During the six month period commenced on May 1, 1995 and ended
October 31, 1995, Gemini's bookings commitment (as defined in the Teaming
Agreement) to the Company was $8.25 million. The actual bookings for such
period, net of bookings applied to the prior period deficiency, totalled
approximately $1.9 million. Gemini satisfied the resulting $6.3 million
deficiency in the subsequent six month period through a combination of revenues
generated from client work referred to Renaissance by Gemini, work performed by
Renaissance as a subcontractor for Gemini, work performed by Renaissance
directly for Gemini and the acquisition by Gemini from the Company of certain
Company program designs and related materials. During the six month period
commenced on November 1, 1995 and ended April 30, 1996, Gemini's bookings
commitment to the Company was $7.0 million. The actual bookings for the period,
net of bookings applied to the prior period deficiency, totalled approximately
$1.2 million. Gemini issued to Renaissance a purchase order for the deficiency
of approximately $5.8 million. This purchase order was satisfied by Gemini in
the subsequent six month period through a combination of revenues generated from
client work referred to Renaissance by Gemini of approximately $4.0 million and
a cash payment by Gemini to Renaissance of $750,000 in the third fiscal quarter
of 1996 in satisfaction of the remaining $1.8 million purchase order obligation.
The Company's net income for the third fiscal quarter of 1996 was favorably
affected by this cash payment which was included in revenues and had no
incremental cost associated with it. During the six month period commenced on
May 1, 1996 and ending on October 31, 1996, Gemini's bookings commitment to the
Company is $8.0 million. Approximately $4.0 million in revenues generated from 
the estimated $5.0 million in bookings in this six month period will be applied
to satisfy the prior period deficiency. Pursuant to the terms of the Restated
Teaming Agreement, Renaissance and Gemini have agreed that Gemini will satisfy
the resulting bookings deficiency for the period ending October 31, 1996 with a
one-time payment by Gemini to Renaissance of approximately $1.6 million (subject
to adjustment in accordance with the terms of the Restated Teaming Agreement),
to be made simultaneously with the closing of the Offering.
 
Simultaneously with the closing of the Company's initial public offering in
April 1995, the Company sold to Gemini two warrants (the "Gemini Warrants") to
purchase up to 633,600 shares of Common Stock. In addition, Messrs. Lasker and
Lubin and Melissa E. Norton, the wife of David Norton, sold to Gemini, at such
closing, options (the "Gemini Options") to purchase up to an aggregate of
150,000 shares of Common Stock held by them. The Gemini Warrants and the Gemini
Options were subsequently transferred by Gemini to an affiliate of Gemini. It is
currently anticipated that such affiliate of Gemini will exercise the Gemini
Warrants and the Gemini Options and sell the shares of Common Stock represented
thereby in connection with the Offering.
 

                                     -13-

<PAGE>
 

PART II.          OTHER INFORMATION

Items 1-3         None

Item 5            Other Information

                  On October 23, 1996, the Company and Gemini announced that
                  they had entered into a Third Amended and Restated Teaming
                  Agreement (the "Restated Teaming Agreement"), pursuant to
                  which the parties agreed to restructure their relationship
                  under the Teaming Agreement. The Restated Teaming Agreement
                  will become effective upon the closing of a public offering of
                  Common Stock by Renaissance pursuant to a Registration
                  Statement on Form S-3 to be filed with the Securities and
                  Exchange Commission on or about October 28, 1996 (the
                  "Offering"). Under the Restated Teaming Agreement, Gemini
                  bookings commitments for the three years beginning November 1,
                  1996 would be reduced from $24 million, $25 million and $25
                  million to $12 million, $12.5 million and $12.5 million,
                  respectively. In consideration of the reduced bookings targets
                  and the methodology licenses set forth in the Restated Teaming
                  Agreement, Gemini would pay Renaissance license fees totalling
                  $5.0 million. In addition, the provisions of the Teaming
                  Agreement which provide Gemini with exclusivity, and restrict
                  Renaissance's ability to create additional marketing
                  alliances, make certain acquisitions and issue securities
                  would also be eliminated. It is currently anticipated that
                  under the Form S-3 Registration Statement referred to above,
                  an affiliate of Gemini will sell 783,600 shares of Common
                  Stock (to be acquired upon the exercise of certain warrants
                  and options held by such affiliate) in the Offering.

Item 6.           Exhibits and Reports on Form 8-K
                  (a)      Exhibits

                           10.1     Third Amended and Restated Teaming
                                    Agreement, dated as of October 23, 1996, by
                                    and between the Company and Gemini.

                           10.2     PC Utility Statement of Work, dated as of
                                    August 29, 1996, by and between the Company
                                    and Digital Equipment Corporation.
                           
                           10.3     Amendment No. 1 to Employment Agreement,
                                    dated as of July 1, 1996, by and between the
                                    Company and Harry M. Lasker.

                           10.4     Amendment No. 1 to Employment Agreement,
                                    dated as of July 1, 1996, by and between the
                                    Company and David A. Lubin.
                            
                           10.5     Amendment No. 1 to Employment Agreement,
                                    dated as of July 1, 1996, by and between the
                                    Company and David P. Norton.

                           11.      Statement Regarding Computation of Earnings
                                    per Share.

                           27.      Financial Data Schedule.      

                           99.      Pages 30 through 35 of the Company's Annual
                                    Report on Form 10-K for the period ended
                                    December 31, 1995 (which is not deemed to
                                    filed except to the extent that portions
                                    thereof are expressly incorporated by
                                    reference herein).

                  (b)      Reports on Form 8-K

                           There were no reports on Form 8-K filed during the
                           fiscal quarter ended September 27, 1996


                                     -14-
<PAGE>
 
                                  SIGNATURES

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

                                    RENAISSANCE SOLUTIONS, INC.
                                    (Registrant)

Dated:  October 24, 1996
                                    /s/David P. Norton
                                 -----------------------------------------------
                                    David P. Norton
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)

Dated: October 24, 1996
                                    /s/George A. McMillan
                                 -----------------------------------------------
                                    George A. McMillan
                                    Vice President, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                     -15-