##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
      Form 10-K
  ANNUAL REPORT
 PURSUANT TO SECTIONS 13 OR
    15(d) OF THE
 SECURITIES EXCHANGE ACT OF
    1934
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    May 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    Number: 0-32113
      RESOURCES CONNECTION,
    INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
      Delaware

33-0832424(State or Other Jurisdiction of
    
    Incorporation or Organization)

(I.R.S. Employer 
    Identification No.)   17101 Armstrong Avenue, Irvine, California 92614
 (Address of principal executive
    offices) (Zip Code)
  Registrants telephone number, including area code:
 (714) 430-6400
      Securities registered pursuant to Section 12(b) of the
    Act:
 None.
  Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock, $0.01 par value
 (Title of Class)
      þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer þ     Accelerated
    filer o     Non-accelerated
    filer o
  Rule 12b-2 o þ
    DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K




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##### 



RESOURCES
    CONNECTION, INC.
  TABLE OF
    CONTENTS
  PageNo.PART IITEM 1.


BUSINESS


1ITEM 1A.


RISK
    FACTORS


16ITEM 1B.


UNRESOLVED STAFF
    COMMENTS


23ITEM 2.


PROPERTIES


23ITEM 3.


LEGAL
    PROCEEDINGS


23ITEM 4.


SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


24PART IIITEM 5.


MARKET FOR
    REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
    ISSUER PURCHASES OF EQUITY SECURITIES


24ITEM 6.


SELECTED FINANCIAL
    DATA


26ITEM 7.


MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


27ITEM 7A.


QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


38ITEM 8.


FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


39ITEM 9.


CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


62ITEM 9A.


CONTROLS AND
    PROCEDURES


62ITEM 9B.


OTHER
    INFORMATION


62PART IIIITEM 10.


DIRECTORS AND
    EXECUTIVE OFFICERS OF THE REGISTRANT


63ITEM 11.


EXECUTIVE
    COMPENSATION


63ITEM 12.


SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
    STOCKHOLDER MATTERS


63ITEM 13.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS


64ITEM 14.


PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


64PART IVITEM 15.


EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES


64EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   i




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Form 10-K, Form 10-K
  Form 10-K,
 ii




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS.  Overview
    
    finance and accounting services, such as mergers and
    acquisitions due diligence, initial public offering assistance
    and assistance in the preparation or restatement of financial
    statements, financial analyses (e.g., product costing and margin
    analyses), corporate reorganizations, budgeting and forecasting,
    audit preparation, public-entity reporting and tax-related
    projects;
    information management services, such as financial
    system/enterprise resource planning implementation and post
    implementation optimization;
    human capital services, such as change management and
    compensation program design and implementation;
    risk management and internal audit services (provided via our
    subsidiary Resources Audit Solutions or RAS),
    including compliance reviews, internal audit co-sourcing and
    assisting clients with their compliance efforts under the
    Sarbanes-Oxley Act of 2002 (Sarbanes);
    supply chain management (SCM) services, such as
    leading strategic sourcing efforts, contracts negotiation and
    purchasing strategy; and
    legal services, such as providing attorneys, paralegals and
    contract managers to assist clients (including law firms) with
    project-based or peak period needs.        mid-sized
 1




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Asia-Pacific
    Industry
    Background
  Demand
    for Project Professional Services
    
    strategically access specialized skills and expertise;
    effectively supplement internal resources;
    increase labor flexibility; and
    reduce their overall hiring, training and termination costs.   2




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Supply
    of Project Professionals
    
    more flexible hours and work arrangements, coupled with
    competitive wages and benefits and a professional culture;
    challenging engagements that advance their careers, develop
    their skills and add to their experience base; and
    a work environment that provides a diversity of, and more
    control over, client engagements.    Resources
    Global Professionals Solution
    
    a relationship-oriented approach to assess our clients
    project needs;
    highly qualified professionals with the requisite skills and
    experience;
    competitive rates on an hourly, instead of a per project, basis;
    and
    significant client control of their projects.  Resources
    Global Professionals Strategy
  Our
    Business Strategy
    
    Maintain our distinctive culture.  Our
    corporate culture is the foundation of our business strategy and
    we believe has been a significant component of our success. Our
    senior management, virtually all of whom are Big Four or other
    professional services firm alumni, has created a culture that
    combines the commitment to quality and the client service focus
    of a Big Four firm with the entrepreneurial energy of an
    innovative, high-growth company. We seek associates and
    management with talent, integrity, enthusiasm and loyalty
    (TIEL) to strengthen our team and support our
    ability to provide clients with high-quality services. We
    believe that our culture has been instrumental to our success in
    hiring and retaining highly qualified employees and, in turn,
    attracting clients. 3




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##### Table of Contents




    Hire and retain highly qualified, experienced
    associates.  We believe our highly qualified,
    experienced associates provide us with a distinct competitive
    advantage. Therefore, one of our priorities is to continue to
    attract and retain high-caliber associates. We believe we have
    been successful in attracting and retaining qualified
    professionals by providing challenging work assignments,
    competitive compensation and benefits, and continuing education
    and training opportunities, while offering flexible work
    schedules and more control over choosing client engagements.
    Build consultative relationships with
    clients.  We emphasize a relationship-oriented
    approach to business rather than a transaction-oriented or
    assignment-oriented approach. We believe the professional
    services experience of our management and associates enables us
    to understand the needs of our clients and to deliver an
    integrated, relationship-oriented approach to meeting their
    professional services needs. We regularly meet with our existing
    and prospective clients to understand their business issues and
    help them define their project needs. Once a project is defined,
    we identify associates with the appropriate skills and
    experience to meet the clients needs. We believe that by
    establishing relationships with our clients to solve their
    professional services needs, we are more likely to generate new
    opportunities to serve them. The strength of our client
    relationships is demonstrated by the fact that all of our
    largest 50 clients in fiscal 2006 remained clients in fiscal
    2007 and 86% of our top 50 clients in 2003 were still clients in
    2007.
    Build the Resources Global brand.  Our
    objective is to build Resources Globals reputation as the
    premier provider of project-based professional services. Our
    primary means of building our brand is by consistently providing
    high-quality, value-added services to our clients. We have also
    focused on building a significant referral network through our
    3,276 associates on assignment as of May 31, 2007 and 825
    management and administrative employees. In addition, we have
    ongoing national and local marketing efforts that reinforce the
    Resources Global brand.  Our
    Growth Strategy
    
    Expanding work from existing clients.  A
    principal component of our strategy is to secure additional
    project work from the clients we have served. We believe, based
    on discussions with our clients, that the amount of revenue we
    currently receive from many of our clients represents a
    relatively small percentage of the amount they spend on
    professional services, and that, consistent with industry
    trends, they may continue to increase the amount they spend on
    these services. We believe that by continuing to deliver
    high-quality services and by further developing our
    relationships with our clients, we can capture a significantly
    larger share of our clients expenditures for professional
    services.
    Growing our client base.  We will continue to
    focus on attracting new clients. We plan to develop new client
    relationships primarily by leveraging the significant contact
    networks of our management and associates and through referrals
    from existing clients. In addition, we believe we will attract
    new clients by building our brand name and reputation and
    through our national and local marketing efforts. During this
    past year, we have seen more revenue growth within larger,
    existing clients, though we also experienced the addition of new
    middle market clients. The number of clients we serve continued
    to increase, climbing from about 2,100 in 2006 to over 2,200 in
    fiscal 2007 and the number of clients we served with client
    service revenues in excess of the million-dollar level increased
    from 113 in fiscal 2006 to 146 in fiscal 2007. We anticipate
    that our growth efforts this year will continue to focus on
    identifying strategic target accounts that tend to be large
    companies.
    Expanding geographically.  We have been
    expanding geographically to meet the demand for project
    professional services across the world. We believe, based upon
    our clients requests, that there are significant
    opportunities to grow our business internationally and,
    consequently, we intend to continue to expand our international
    presence on a strategic and opportunistic basis. We also expect
    to add to our existing domestic 4




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office network with a few new offices located to meet the needs
    of our existing clients and to create additional new client
    opportunities.  
    Providing additional professional service
    offerings.  We will continue to develop and
    consider entry into new professional service offerings. Since
    fiscal 1999, we have diversified our professional service
    offerings by entering into the areas of human capital,
    information management, internal audit and risk management,
    supply chain management and legal services. Our considerations
    when evaluating new professional service offerings include
    cultural fit, growth potential, profitability, cross-marketing
    opportunities and competition.  Associates
    30-50%
    Clients
      AIG

Expedia, Inc.American Honda Finance Corporation

Fortis Banque S.A.Arcelor

Kaiser PermanenteAutoliv

McKesson CorporationBorealis

Office DepotBP

SONYBurger King

TycoCharles Schwab

University of Southern CaliforniaConocoPhillips

Zurich North America CommercialCummins  5




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Services
    and Products
  ®
  Finance
    and Accounting
      
    restatements of previously issued financial statements;
    implementation of new accounting standards;
    post-merger and acquisition integration;
    external financial reporting and internal management reporting;
    financial analyses, such as product costing and margin analyses;
    remediation of internal control weaknesses;
    business process improvement; and
    interim accounting management roles, such as controller and
    director of accounting.    
    preparation of public filings related to the transactions;
    carve out audits; and
    providing subject matter experts to perform technical research
    of complex accounting transactions, implementations and
    interpretations of pronouncements of the Financial Accounting
    Standards Board.  Sample Engagement  Large-Scale
    Restatement: 12-month
  
    performing account reconciliations;
    researching and applying proper technical accounting treatment;
    supporting the financial reporting group;
    developing, documenting and implementing processes for quality
    assurance related to adjusting journal entries;
    developing data query tools;
    documenting the re-consolidation process;
    conducting internal controls training; 6




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
    documenting and testing internal controls as part of Sarbanes
    compliance; and
    acting in interim accounting roles.  Sample Engagement  Stock Option
    Accounting: 13-year Form 10-K,
  
    determining, based on forensic evidence and guidance from the
    Securities and Exchange Commission (SEC), the
    appropriate measurement date for thousands of stock options
    grants;
    gathering and analyzing specific equity data through analysis of
    records from human resources, legal and finance departments as
    well as other sources;
    identifying, compiling and determining the appropriate technical
    accounting treatment for various stock option modifications
    based upon accounting rules in place at the date of modification;
    assisting with the calculation of historical compensation
    expense charges;
    documenting findings of equity issues in technical white papers;
    preparing SEC and other regulatory filings associated with the
    restatement;
    performing additional technical research and documentation on
    non-equity accounting issues identified during the forensic
    review; and
    documenting and testing internal controls as part of Sarbanes
    compliance requirements  Human
    Capital
    Change Management:
    
    training and communication;
    aligning roles and responsibilities; and
    compensation and motivation strategies.    Human Resources (HR) Operations and
    Technology:
  Organizational
    Development
  
    performance measurement and management;
    process analysis and redesign; 7




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
    succession planning and career development programs; and
    employee retention programs, opinion surveys and communication
    programs.  Human
    Resources Information Systems (HRIS)
  
    project management;
    change management;
    system selection and optimization;
    implementation;
    data conversion;
    post-implementation support; and
    supplementing client staff.  HR
    Operations
  
    HR management;
    compliance/legal;
    compensation;
    benefits;
    HR training; and
    recruitment.  Sample Engagement- Restructuring
    Assistance:
  
    Communication:  Helped ensure effective
    communication.
    Alignment of roles and
    responsibilities:  Reviewed roles, titles, skills,
    competencies, contracts, total compensation together with the
    local CFOs and department heads. In addition, coordinated the
    effort with the U.S. and local legal departments regarding
    contracts, local work councils and applicable local legislation.
    Compensation and motivation:  Conducted
    benchmark surveys to determine appropriate salaries for newly
    created roles.  Sample Engagement  Assistance with Managing
    Growth:
   8




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Sample Engagement  Process
    Improvement:
      Information
    Management
      
    project management;
    strategic and operational reporting;
    business performance management;
    system
    selection / implementation / optimization;
    data conversion and testing;
    business continuity planning;
    business analysis and business process improvement;
    information technology (IT) audit;
    interim IT management; and
    change management / communication and training.  Sample Engagement  Improvement of IT projects
    success rate:
  
    Data center rationalization:  
    Consolidated 486 data centers down to two main sites. 9




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
    Project Management Office (PMO):  
    Assisted with various IT infrastructure projects and
    implementation of project management best practices;
    Prioritized IT requests from various divisions; and
    Documented existing processes and procedures.  
    Operations/Finance  
    Validated vendor charges on various hardware invoices.  
    Managed Print Services  
    Streamlined order and maintenance of printers and copiers
    worldwide.  Sample Engagement  Management and Implementation
    Assistance:
  
    hands-on project management for the outsourcing model and ERP
    system implementation, including help with planning, design and
    roll-out;
    design, definition and implementation of a new chart of
    accounts; and
    expert backfill resources for key leadership roles in the
    day-to-day accounting function to replace company employees who
    were assigned to the project.  Sample Engagement  Financial System
    Integration:
    
    designing and building the application to perform global
    consolidations and reporting;
    acting as a call center to support the field offices on first
    and second shift during the parallel and go-live sessions;
    developing Sarbanes compliance best practices and documentation;
    and
    designing the cost allocation method for the newly consolidated
    data centers due to the acquisition.  Legal
    Services
    
    assisting with mergers and acquisitions;
    executing special projects and investigations;
    supporting corporate governance and regulatory compliance;
    handling day-to-day corporate legal department matters; 10




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
    backfilling to assist clients on an interim basis during leaves
    of absence; and
    implementing and optimizing legal department processes.  Sample Engagement  Acquisition Preparation
    Assistance: clean-up,
    Sample Engagement- Fundamental Legal Functions
    Assistance:
  
    developing an
    e-mail
    retention policy;
    reviewing and revising the clients draft compliance manual
    and procedures;
    identifying various obligations set forth in the clients
    offering memoranda and creating spreadsheets and checklists to
    track such obligations;
    organizing the corporate recordkeeping and statutory filing
    procedures for numerous limited partnerships; and
    reviewing and revising various documents and agreements.  Sample Engagement- Draft Agreements
    Assistance:
  
    drafting an exclusive distributorship agreement with the third
    party; and
    drafting all ancillary agreements to enable the client to
    distribute its technology and products in the Asian country.  Sample Engagement  Legal Staff
    Support:
  
    assisting the clients legal and finance team in the
    preparation of portions of various SEC filings, including
    Forms 10-K,
    10-Q and
    8-K;
    assisting the clients legal team in reviewing and revising
    the clients stock option plans;
    assisting the clients senior management in complying with
    their SEC reporting obligations with respect to equity
    transactions;
    preparing summaries and policy statements on new accounting/SEC
    issues, including Sarbanes compliance; and
    improving the internal systems and regulatory procedures. 11




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Resources
    Audit Solutions (RAS): Corporate Governance, Risk Management,
    Internal Audit and Sarbanes Compliance Services
    
    Internal Audit Support: assisting internal audit
    departments with the execution of audit plans including
    operational, financial, compliance and third party contract
    audits; providing associates with specialized skills such as IT
    audit; assisting in the development and execution of remediation
    plans for deficiencies noted; and helping execute special
    projects such as risk assessments and fraud investigations;
    Policy Management: assisting clients with the development
    of a process designed to more effectively and efficiently
    distribute, monitor and manage financial reporting 
    related policies utilizing policyIQ, our proprietary web-based
    solution for enterprise-wide policy development and management;
    Sarbanes Section 404 Compliance Support: assisting
    project management teams, business units and corporate functions
    around the world with compliance efforts related to Sarbanes
    including: project management support; documenting existing
    business processes, practices, and workflows; identifying
    internal controls, testing internal controls and remediating
    deficiencies, including changes to policies and procedures; and
    planning and implementation of an ongoing Sarbanes compliance
    process for subsequent years; and
    Enterprise Risk Management: assisting clients with
    enterprise risk management related projects, including
    development/enhancement of policies and procedures for
    identifying, assessing and monitoring risks and controls, and
    alignment of disparate risk and control monitoring and
    compliance activities.  Sample Engagement-Contract Review, Remediation, and Process
    Improvement:
  
    establishing a joint PMO with the client for program and project
    management with weekly status reporting against metrics and key
    deliverables;
    identification, scoping and definition of production metrics and
    project timeline development;
    development of a custom database to manage project coordination;
    design and development of a comprehensive contract review
    program;
    definition, design and testing of custom system requirements
    used to support the program; and
    design and delivery of a comprehensive training program for
    client and associate teams.  Sample Engagement-Sarbanes Compliance:
  
    documenting existing business processes, practices and workflows;
    testing selected internal controls within those processes;
    maintaining and updating a computer system used for the project;
    and
    performing selected elements of project management within the
    clients project management office. 12




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Supply
    Chain Management
    
    providing qualified supply chain professionals with a variety of
    skill sets and backgrounds who can: lead or assist strategic
    sourcing efforts, negotiate contracts, serve as
    commodity/category experts, develop strategies and perform
    tactical purchasing;
    performing current state assessments evaluation and execution of
    processes, procedures, policies and organizational design in the
    supply chain management and procurement functions;
    offering a variety of supply chain management solutions,
    including strategic sourcing, contracts management, materials
    management, inventory rationalization, supplier diversity
    assistance, ERP implementations and procurement card
    programs; and
    presenting a variety of onsite training and education seminars
    to keep customers updated on the latest trends in supply chain
    management.  Sample Engagement  Business Process
    Review:
  
    commercial optimization;
    plant maintenance;
    transportation;
    manufacturing;
    customer service design;
    pricing;
    order to cash; and
    purchase to pay.  Sample Engagement  Facilities Implementation
    Assistance
  
    assisting with sourcing activities for a $180 million
    construction project to add additional floors to an existing
    headquarters building without interrupting 24/7 operations;
    developing sourcing strategies and preparing Requests for
    Proposals for other major capital facilities projects;
    conducting supplier conferences and working with client project
    teams to negotiate pricing;
    conducting project reviews for senior management of Real
    Estate/Facilities and Corporate Strategic Sourcing
    departments; and
    helping generate estimated savings of approximately
    $1.8 million.  Sample Engagement  Supply Chain Organization
    Review:
  
    conducted detailed focus interviews with internal business units
    to determine process gaps and assess internal satisfaction and
    responsiveness of the current supply chain organization; 13




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
    performed detailed spend analysis and prioritized suggested
    spend areas for goods and services where strategic sourcing
    efforts could yield significant results in lowering costs or
    improving value from the supply base;
    provided a recommendation for the redesign of the current
    organization structure with the purpose of providing increased
    visibility for the supply chain organization; and
    performed a skills assessment of current supply chain
    organization staff to understand skill sets and gaps for the
    recommended staffing needs in the future.  policyIQ
  e-mail
  Policies and Procedures: Replaces: Intranet
    sites, email and word processors.
  Sarbanes and Compliance: Replaces: spreadsheets, simple
    databases, and Sarbanes-only systems.
  Process Automation: Replaces: word processor forms sent via email.
  Document Management: Replaces: Shared file directories.
  Sample
    Clients:
  
    A publicly traded company in the manufacturing industry was
    seeking a tool that would help it to simplify document review
    and approval processes, as well as resolve issues with version
    control. The principal drivers were cost, ease of use,
    flexibility to adapt and reliability. The company successfully
    launched our application worldwide ahead of schedule.
    A consulting and software organization purchased policyIQ in the
    summer of 2005 for the management of its Sarbanes documentation.
    The conversion of its 302 certification process to policyIQ and
    management of the testing rollover process in policyIQ have
    yielded significant time savings for the organization.
    A Fortune 1000 company faced the challenge of sharing and
    collaborating across several decentralized entities. The
    purchase of policyIQ for policies and procedures, internal
    audit, and Sarbanes documentation made it easy to standardize
    their documentation and to centralize the update and review of
    the companys controls, testing and deficiency remediation.  Operations
   14




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Business
    Development
    
    local initiatives focused on existing clients and target
    companies;
    national and international targeting efforts focused on
    multi-national companies;
    brand marketing activities; and
    national and local direct mail programs.     15




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Competition
    
    consulting firms;
    local, regional and national accounting firms;
    independent contractors;
    traditional and Internet-based staffing firms and their
    specialized divisions; and
    the in-house resources of our clients.    Employees
    Available
    Information
  (714) 430-6400 http://www.resourcesglobal.com. Form 10-K. Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330. http://www.sec.gov.
  Form 10-K, Form 10-Q, Form 8-K http://www.resourcesglobal.com.
  ITEM 1A.
    RISK
    FACTORS.   16




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Form 10-K,
  We
    must provide our clients with highly qualified and experienced
    associates, and the loss of a significant number of our
    associates, or an inability to attract and retain new
    associates, could adversely affect our business and operating
    results.
    
    provide our associates with full-time employment;
    obtain the type of challenging and high-quality projects that
    our associates seek;
    pay competitive compensation and provide competitive
    benefits; and
    provide our associates with flexibility as to hours worked and
    assignment of client engagements.    Decreased
    effectiveness of equity compensation could adversely affect our
    ability to attract and retain employees.
    The
    market for professional services is highly competitive, and if
    we are unable to compete effectively against our competitors,
    our business and operating results could be adversely
    affected.
    
    consulting firms;
    local, regional and national accounting firms;
    independent contractors;
    traditional and Internet-based staffing firms; and
    the in-house resources of our clients.   17




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An
    economic downturn or change in the use of outsourced
    professional services associates could adversely affect our
    business.
  project-by-project
  Our
    business depends upon our ability to secure new projects from
    clients and, therefore, we could be adversely affected if we
    fail to do so.
    We may
    be legally liable for damages resulting from the performance of
    projects by our associates or for our clients mistreatment
    of our associates.
      We may
    not be able to grow our business, manage our growth or sustain
    our current business.
    
    grow our client base;
    expand profitably into new cities;
    provide additional professional services offerings;
    hire qualified and experienced associates;
    maintain margins in the face of pricing pressures;
    manage costs; and
    maintain or grow revenues for both Sarbanes-related and internal
    audit related services as well as other service offerings from
    clients who have initially engaged us for Sarbanes compliance. 18




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The
    increase in our international activities will expose us to
    additional operational challenges that we might not otherwise
    face.
    
    difficulties in staffing and managing foreign offices as a
    result of, among other things, distance, language and cultural
    differences;
    less flexible labor laws and regulations;
    expenses associated with customizing our professional services
    for clients in foreign countries;
    foreign currency exchange rate fluctuations, when we sell our
    professional services in denominations other than United
    States dollars;
    protectionist laws and business practices that favor local
    companies;
    political and economic instability in some international markets;
    multiple, conflicting and changing government laws and
    regulations;
    trade barriers;
    reduced protection for intellectual property rights in some
    countries; and
    potentially adverse tax consequences.  We
    have acquired, and may continue to acquire, companies, and these
    acquisitions could disrupt our business.
    
    diversion of managements attention from other business
    concerns;
    failure to integrate the acquired company with our existing
    business;
    failure to motivate, or loss of, key employees from either our
    existing business or the acquired business;
    potential impairment of relationships with our employees and
    clients;
    additional operating expenses not offset by additional revenue;
    incurrence of significant non-recurring charges;
    incurrence of additional debt with restrictive covenants or
    other limitations;
    dilution of our stock as a result of issuing equity securities;
    and
    assumption of liabilities of the acquired company.  Our
    business could suffer if we lose the services of one or more key
    members of our management.
   19




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##### Table of Contents



Our
    quarterly financial results may be subject to significant
    fluctuations that may increase the volatility of our stock
    price.
    
    our ability to attract new clients and retain current clients;
    the mix of client projects;
    the announcement or introduction of new services by us or any of
    our competitors;
    the expansion of the professional services offered by us or any
    of our competitors into new locations both nationally and
    internationally;
    changes in the demand for our services by our clients;
    the entry of new competitors into any of our markets;
    the number of associates eligible for our offered benefits as
    the average length of employment with the Company increases;
    the number of holidays in a quarter, particularly the day of the
    week on which they occur;
    changes in the pricing of our professional services or those of
    our competitors;
    the amount and timing of operating costs and capital
    expenditures relating to management and expansion of our
    business;
    the timing of acquisitions and related costs, such as
    compensation charges that fluctuate based on the market price of
    our common stock; and
    the periodic fourth quarter consisting of 14 weeks.    If our
    internal controls over financial reporting do not comply with
    the requirements of Sarbanes, our business and stock price could
    be adversely affected.
  Form 10-K.
   20




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##### Table of Contents



We may
    be subject to laws and regulations that impose difficult and
    costly compliance requirements and subject us to potential
    liability and the loss of clients.
    It may
    be difficult for a third party to acquire our Company, and this
    could depress our stock price.
    
    authorize our board of directors to establish one or more series
    of undesignated preferred stock, the terms of which can be
    determined by the board of directors at the time of issuance;
    divide our board of directors into three classes of directors,
    with each class serving a staggered three-year term. Because the
    classification of the board of directors generally increases the
    difficulty of replacing a majority of the directors, it may tend
    to discourage a third party from making a tender offer or
    otherwise attempting to obtain control of us and may make it
    difficult to change the composition of the board of directors;
    prohibit cumulative voting in the election of directors which,
    if not prohibited, could allow a minority stockholder holding a
    sufficient percentage of a class of shares to ensure the
    election of one or more directors;
    require that any action required or permitted to be taken by our
    stockholders must be effected at a duly called annual or special
    meeting of stockholders and may not be effected by any consent
    in writing;
    state that special meetings of our stockholders may be called
    only by the chairman of the board of directors, by our chief
    executive officer, by the board of directors after a resolution
    is adopted by a majority of the total number of authorized
    directors, or by the holders of not less than 10% of our
    outstanding voting stock;
    establish advance notice requirements for submitting nominations
    for election to the board of directors and for proposing matters
    that can be acted upon by stockholders at a meeting;
    provide that certain provisions of our certificate of
    incorporation can be amended only by supermajority vote of the
    outstanding shares and that our bylaws can be amended only by
    supermajority vote of the outstanding shares of our board of
    directors; 21




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##### Table of Contents




    allow our directors, not our stockholders, to fill vacancies on
    our board of directors; and
    provide that the authorized number of directors may be changed
    only by resolution of the board of directors.  Stockholders Equity Form 10-K.
  Beginning
    with the first quarter of fiscal 2007 we were required to
    recognize compensation expense related to employee stock options
    and our employee stock purchase plan. There is no assurance that
    the expense that we are required to recognize measures
    accurately the value of our share-based payment awards, and the
    recognition of this expense could cause the trading price of our
    common stock to decline.
      We may
    be unable to adequately protect our intellectual property
    rights, including our brand name. If we fail to adequately
    protect our intellectual property rights, the value of such
    rights may diminish and our results of operations and financial
    condition may be adversely affected.
   22




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##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.    Birmingham, Alabama
    Phoenix, Arizona
    Costa Mesa, California
    Los Angeles, California
    Sacramento, California
    Santa Clara, California
    San Diego, California
    San Francisco, California
    Walnut Creek, California
    Woodland Hills, California
    Denver, Colorado
    Hartford, Connecticut
    Stamford, Connecticut
    Jacksonville, Florida
    Orlando, Florida
    Plantation, Florida
    Tampa, Florida
    Atlanta, Georgia

Honolulu, Hawaii
    Boise, Idaho
    Chicago, Illinois
    Downers Grove, Illinois
    Glenview, Illinois
    Indianapolis, Indiana
    Louisville, Kentucky
    Baltimore, Maryland
    Boston, Massachusetts
    Detroit, Michigan
    Grand Rapids, Michigan
    Minneapolis, Minnesota
    Kansas City, Missouri
    St. Louis, Missouri
    Las Vegas, Nevada
    Parsippany, New Jersey
    Princeton, New Jersey
    Long Island, New York

New York, New York
    Charlotte, North Carolina
    Cincinnati, Ohio
    Cleveland, Ohio
    Columbus, Ohio
    Portland, Oregon
    Philadelphia, Pennsylvania
    Pittsburgh, Pennsylvania
    Nashville, Tennessee
    Austin, Texas
    Dallas, Texas
    Fort Worth, Texas
    Houston, Texas
    San Antonio, Texas
    Seattle, Washington
    Milwaukee, Wisconsin
    Washington, D.C. (McLean, Virginia)     Brisbane, Australia
    Melbourne, Australia
    Sydney, Australia
    Brussels, Belgium
    Calgary, Canada
    Montreal, Canada
    Toronto, Canada
    Copenhagen, Denmark
    Paris, France
    Dusseldorf, Germany
    Bangalore, India

Mumbai, India
    Dublin, Ireland
    Milan, Italy
    Nagoya, Japan
    Tokyo, Japan
    Luxembourg
    Mexico City, Mexico
    Tijuana, Mexico
    Maastricht, Netherlands
    Amsterdam (Utrecht), Netherlands

Oslo, Norway
    Beijing, Peoples Republic of China
    Hong Kong, Peoples Republic of China
    Shanghai, Peoples Republic of China
    Singapore
    Stockholm, Sweden
    Taipei, Taiwan
    Birmingham, United Kingdom
    Edinburgh, United Kingdom
    London, United Kingdom     ITEM 3.
    LEGAL
    PROCEEDINGS.   23




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##### Table of Contents



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  Price
    Range of Common Stock
      Price Range ofCommon StockHigh


LowFiscal 2007:First Quarter

$
25.85


$
22.43Second Quarter

$
30.18


$
23.57Third Quarter

$
34.16


$
27.42Fourth Quarter

$
34.36


$
29.85Fiscal 2006:First Quarter

$
30.27


$
19.92Second Quarter

$
31.01


$
25.99Third Quarter

$
29.95


$
25.99Fourth Quarter

$
28.67


$
24.50   Dividend
    Policy
    Issuances
    of Unregistered Securities
   24




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##### Table of Contents



Issuer
    Purchases of Equity Securities
    Total Number of


Maximum NumberShares Purchased as


of Shares that MayTotal Number


Average Price


Part of Publicly


Yet be PurchasedPeriod

of Shares Purchased


Paid per Share


Announced Program


Under the ProgramFebruary 25, 2007 
    March 24, 2007





$








1,460,000March 25, 2007 
    April 21, 2007


500,000


$
32.14



500,000



960,000April 22, 2007 
    May 26, 2007


960,000


$
31.11



960,000



Total
    February 25, 2007  May 26, 2007


1,460,000


$
31.46



1,460,000



  25




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.  Form 10-K. Form 10-K.
  Years Ended May 31,2007


2006


2005


2004


2003(In thousands, except net income per common share and other
    data)Consolidated Statements of
    Income Data:Revenue

$
735,891


$
633,843


$
537,636


$
328,333


$
202,022Direct cost of services


447,363



384,429



324,642



199,870



121,648Gross profit


288,528



249,414



212,994



128,463



80,374Selling, general and
    administrative expenses


191,590



149,736



116,402



84,301



58,248Amortization of intangible assets


1,472



1,740



1,743



1,716



655Depreciation expense


6,122



2,958



2,191



1,907



1,290Income from operations


89,344



94,980



92,658



40,539



20,181Interest income


(8,939
)


(5,015
)


(2,128
)


(593
)


(1,077
)Income before provision for income
    taxes


98,283



99,995



94,786



41,132



21,258Provision for income taxes


43,518



39,398



38,730



16,798



8,716Net income

$
54,765


$
60,597


$
56,056


$
24,334


$
12,542Net income per common share:Basic

$
1.13


$
1.26


$
1.19


$
0.53


$
0.29Diluted

$
1.08


$
1.17


$
1.11


$
0.50


$
0.27Weighted average common shares
    outstanding:Basic


48,353



48,054



47,074



45,984



43,698Diluted


50,644



51,676



50,484



48,780



45,792Other Data:Number of offices open at end of
    period


84



78



65



64



55Total number of associates on
    assignment at end of period


3,276



2,857



2,639



2,086



1,175   26




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##### Table of Contents



May 31,2007


2006


2005


2004


2003(In thousands)Consolidated Balance Sheet
    Data:Cash, cash equivalents, short-term
    investments and U.S. government agency securities

$
223,095


$
185,439


$
134,741


$
68,126


$
68,078Working capital


207,647



161,114



122,304



76,815



60,177Total assets


464,461



398,611



320,142



226,263



155,937Stockholders equity


363,299



317,436



248,367



180,334



133,531   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Form 10-K.
  Overview
    
    finance and accounting services, such as mergers and
    acquisitions due diligence, initial public offering assistance
    and assistance in the preparation or restatement of financial
    statements, financial analyses (e.g., product costing and
    margin analyses), corporate reorganizations, budgeting and
    forecasting, audit preparation, public-entity reporting and
    tax-related projects;
    information management services, such as financial
    system/enterprise resource planning implementation and post
    implementation optimization;
    human capital services, such as change management and
    compensation program design and implementation;
    risk management and internal audit services (provided via our
    subsidiary Resources Audit Solutions or RAS),
    including compliance reviews, internal audit co-sourcing and
    assisting clients with their compliance efforts under the
    Sarbanes-Oxley Act of 2002 (Sarbanes);
    supply chain management (SCM) services, such as
    leading strategic sourcing efforts, contracts negotiation and
    purchasing strategy; and
    legal services, such as providing attorneys, paralegals and
    contract managers to assist clients (including law firms) with
    project-based or peak period needs.   27




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##### Table of Contents



Number of United States

Number of InternationalFiscal Year

Offices Opened

Offices Opened

Establishment of Service Offering1997

Nine



Finance and accounting1998

Nine1999

Ten



Information management2000

Four

Three

Human capital2001

Nine

One2002

Two2003

Six

One

Resources Audit Solutions; Supply
    chain management
    (via acquisition)2004

Two opened; two consolidation
    closures

Seven opened via acquisition; one
    organic2005

Two opened; two consolidation
    closures

One opened via acquisition; two
    organic

Legal2006

Three

Two opened via acquisition; eight
    organic2007

One

Eight organic opened; three
    consolidation closures            28




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##### Table of Contents



Critical
    Accounting Policies
      Valuation of long-lived assets
  Allowance for doubtful accounts
  Income taxes
 29




---



##### Table of Contents



Revenue recognition
  Stock-based compensation
      Year EndedMay 31, 2007Expected volatility

39.9% - 48.5%Risk-free interest rate

4.54 - 5.11%Expected dividends

0.0%Expected life

5.23 years -
    6.25 years      30




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##### Table of Contents



Results
    of Operations
    For the Years Ended May 31,2007


2006


2005(amounts in thousands)Revenue

$
735,891


$
633,843


$
537,636Direct cost of services


447,363



384,429



324,642Gross profit


288,528



249,414



212,994Selling, general and
    administrative expenses


191,590



149,736



116,402Amortization of intangible assets


1,472



1,740



1,743Depreciation expense


6,122



2,958



2,191Income from operations


89,344



94,980



92,658Interest income


(8,939
)


(5,015
)


(2,128
)Income before provision for income
    taxes


98,283



99,995



94,786Provision for income taxes


43,518



39,398



38,730Net income

$
54,765


$
60,597


$
56,056     For the Years Ended May 31,2007


2006


2005Revenue


100.0
%


100.0
%


100.0
%Direct cost of services


60.8



60.7



60.4Gross profit


39.2



39.3



39.6Selling, general and
    administrative expenses


26.0



23.6



21.7Amortization of intangible assets


0.2



0.3



0.3Depreciation expense


0.8



0.4



0.4Income from operations


12.2



15.0



17.2Interest income


(1.2
)


(0.8
)


(0.4
)Income before provision for income
    taxes


13.4



15.8



17.6Provision for income taxes


5.9



6.2



7.2Net income


7.5
%


9.6
%


10.4
%   Year
    Ended May 31, 2007 Compared to Year Ended May 31,
    2006
    Revenue.
 31




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##### Table of Contents



Direct Cost of Services.
    Selling, General and Administrative
    Expenses.
   32




---



##### Table of Contents



Amortization and Depreciation
    Expense.
    Interest Income.
    Income Taxes.
   33




---



##### Table of Contents



Year
    Ended May 31, 2006 Compared to Year Ended May 31,
    2005
    Revenue.
      Direct Cost of Services.
  Selling, General and Administrative
    Expenses.
 34




---



##### Table of Contents



Amortization and Depreciation
    Expense.
    Interest Income.
    Income Taxes.
 35




---



##### Table of Contents



Quarterly
    Results
    Quarters EndedMay 31,


Feb. 28,


Nov. 30,


Aug. 31,


May 31,


Feb. 28,


Nov. 30,


Aug. 31,2007


2007


2006


2006


2006


2006


2005


2005(In thousands, except net income per common share)CONSOLIDATED STATEMENTS OF
    INCOME DATA (unaudited):Revenue

$
200,516


$
187,464


$
182,804


$
165,107


$
165,862


$
160,255


$
158,138


$
149,588Direct cost of services


121,354



115,938



110,152



99,919



99,383



99,225



95,171



90,650Gross profit


79,162



71,526



72,652



65,188



66,479



61,030



62,967



58,938Selling, general and
    administrative expenses


51,557



48,577



46,658



44,798



40,426



38,392



36,826



34,092Amortization of intangible assets


392



318



344



418



435



435



435



435Depreciation expense


1,759



1,563



1,444



1,356



1,034



887



545



492Income from operations


25,454



21,068



24,206



18,616



24,584



21,316



25,161



23,919Interest income


(2,616
)


(2,401
)


(2,013
)


(1,909
)


(1,582
)


(1,347
)


(1,114
)


(972
)Income before provision for income
    taxes


28,070



23,469



26,219



20,525



26,166



22,663



26,275



24,891Provision for income taxes


12,012



10,370



11,562



9,574



10,421



8,895



10,250



9,832Net income

$
16,058


$
13,099


$
14,657


$
10,951


$
15,745


$
13,768


$
16,025


$
15,059Net income per common share(1):Basic

$
0.33


$
0.27


$
0.30


$
0.23


$
0.33


$
0.29


$
0.33


$
0.32Diluted

$
0.32


$
0.26


$
0.29


$
0.22


$
0.31


$
0.27


$
0.31


$
0.29     (1)
    
    Net income per common share calculations for each of the
    quarters were based upon the weighted average number of shares
    outstanding for each period, and the sum of the quarters may not
    necessarily be equal to the full year net income per common
    share amount.   36




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##### Table of Contents



Liquidity
    and Capital Resources
      Payments Due by Period (Amounts in Thousands)Less than








More thanContractual Obligations

Total


1 year


1-3 years


3-5 years


5 yearsOperating lease obligations

$
62,747


$
13,004


$
24,450


$
15,091


$
10,202Purchase obligations

$
3,446


$
1,811


$
1,635


$



$
          37




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Interest Rate Risk.
  Foreign Currency Exchange Rate Risk.
  non-U.S. based
  non-United non-United
   38




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  RESOURCES
    CONNECTION, INC.
  FINANCIAL
    STATEMENTS
  PageReport of
    Independent Registered Public Accounting Firm


40Consolidated
    Balance Sheets as of May 31, 2007 and 2006


42Consolidated
    Statements of Income for each of the three years in the period
    ended May 31, 2007


43Consolidated
    Statements of Stockholders Equity and Comprehensive Income
    for each of the three years in the period ended May 31,
    2007


44Consolidated
    Statements of Cash Flows for each of the three years in the
    period ended May 31, 2007


45Notes to
    Consolidated Financial Statements


46  39




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm       Consolidated
    financial statements
      Internal
    control over financial reporting
  Internal Control  Integrated Framework Internal Control 
    Integrated Framework
   40




---



##### Table of Contents



41




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    BALANCE SHEETS
  May 31,2007


2006(Amounts in thousands, except par value per share)ASSETSCurrent assets:Cash and cash equivalents

$
121,095


$
88,439Short-term investments


55,000



37,000Trade accounts receivable, net of
    allowance for doubtful accounts of $4,588 and $5,166 as of
    May 31, 2007 and 2006, respectively


105,146



90,720Prepaid expenses and other current
    assets


5,966



4,921Deferred income taxes


8,123



6,648Total current assets


295,330



227,728U.S. Government agency securities


47,000



60,000Goodwill


83,263



80,287Intangible assets, net


654



1,881Property and equipment, net


35,347



26,725Deferred income taxes


2,068



1,257Other assets


799



733Total assets

$
464,461


$
398,611LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued
    expenses

$
16,850


$
14,472Accrued salaries and related
    obligations


60,407



49,383Income taxes payable and other
    liabilities


10,426



2,759Total current liabilities


87,683



66,614Other long-term liabilities


6,301



5,130Deferred income taxes


7,178



9,431Total liabilities


101,162



81,175Commitments and contingencies
    (Note 13)Stockholders equity:Preferred stock, $0.01 par
    value, 5,000 shares authorized; zero shares issued and
    outstandingCommon stock, $0.01 par
    value, 70,000 shares authorized; 50,731 and
    49,527 shares issued, and 47,777 and 48,278 shares
    outstanding as of May 31, 2007 and 2006, respectively


507



495Additional paid-in capital


199,741



152,066Deferred stock compensation






(479
)Accumulated other comprehensive
    gain


2,629



884Retained earnings


242,628



187,863Treasury stock at cost, 2,954 and
    1,249 shares at May 31, 2007 and 2006, respectively


(82,206
)


(23,393
)Total stockholders equity


363,299



317,436Total liabilities and
    stockholders equity

$
464,461


$
398,611    42




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Years Ended May 31,2007


2006


2005(Amounts in thousands, except net income per common share)Revenue

$
735,891


$
633,843


$
537,636Direct cost of services


447,363



384,429



324,642Gross profit


288,528



249,414



212,994Selling, general and
    administrative expenses


191,590



149,736



116,402Amortization of intangible assets


1,472



1,740



1,743Depreciation expense


6,122



2,958



2,191Income from operations


89,344



94,980



92,658Interest income


(8,939
)


(5,015
)


(2,128
)Income before provision for income
    taxes


98,283



99,995



94,786Provision for income taxes


43,518



39,398



38,730Net income

$
54,765


$
60,597


$
56,056Net income per common shareBasic

$
1.13


$
1.26


$
1.19Diluted

$
1.08


$
1.17


$
1.11Weighted average common shares
    outstandingBasic


48,353



48,054



47,074Diluted


50,644



51,676



50,484      43




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE
    INCOME
  AccumulatedAdditional


Deferred








Other





TotalCommon Stock


Paid-In


Stock


Treasury Stock


Comprehensive


Retained


StockholdersShares


Amount


Capital


Compensation


Shares


Amount


Gain


Earnings


Equity(Amounts in thousands)Balances as of May 31,
    2004


23,355



233



108,849



(168
)


154



(304
)


514



71,210



180,334Exercise of stock options


606



6



8,855























8,861Tax benefit from employee stock
    option plans










5,150























5,150Issuance of common stock under
    Employee Stock Purchase Plan


71



1



1,937























1,938Amortization of deferred stock
    compensation














168



















168Issuance of common stock for Nordic
    Spring acquisition


38







719























719Repurchase of treasury stock


















255



(4,977
)










(4,977
)Common stock split


23,898



239



(239
)






155















Comprehensive Income:Currency translation adjustment


























118







118Net income for the year ended
    May 31, 2005






























56,056



56,056Total comprehensive income


































56,174Balances as of May 31,
    2005


47,968



479



125,271







564



(5,281
)


632



127,266



248,367Exercise of stock options


1,365



14



15,452























15,466Tax benefit from employee stock
    option plans










7,384























7,384Issuance of common stock under
    Employee Stock Purchase Plan


169



2



3,360























3,362Repurchase of treasury stock


















685



(18,112
)










(18,112
)Issuance of restricted stock


25







599



(599
)


















Amortization of deferred stock
    compensation














120



















120Comprehensive Income:Currency translation adjustment


























252







252Net income for the year ended
    May 31, 2006






























60,597



60,597Total comprehensive income


































60,849Balances as of May 31,
    2006


49,527



495



152,066



(479
)


1,249



(23,393
)


884



187,863



317,436Exercise of stock options


1,221



12



15,266























15,278Stock-based compensation expense
    related to employee stock options and employee stock purchases










20,107























20,107Tax benefit from employee stock
    option plans










6,763























6,763Issuance of common stock under
    Employee Stock Purchase Plan


273



3



5,747























5,750Reclassification of deferred stock
    compensation










(479
)


479



















Issuance of treasury stock for
    Nordic Spring transaction










572







(65
)


948











1,520Repurchase of treasury stock


















2,060



(60,065
)










(60,065
)Cancellation of treasury stock


(290
)


(3
)


(301
)






(290
)


304











Comprehensive Income:Currency translation adjustment


























1,745







1,745Net income for the year ended
    May 31, 2007






























54,765



54,765Total comprehensive income


































56,510Balances as of May 31,
    2007


50,731


$
507


$
199,741


$




2,954


$
(82,206
)

$
2,629


$
242,628


$
363,299    44




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years Ended May 31,2007


2006


2005(Amounts in thousands)Cash flows from operating
    activities:Net income

$
54,765


$
60,597


$
56,056Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


7,594



4,698



3,934Stock-based compensation expense
    related to employee stock options and employee stock purchases


20,107







Excess tax benefits from
    stock-based compensation


(3,607
)






Amortization of deferred stock
    compensation






120



168Bad debt expense






865



2,555Tax benefit from exercise of stock
    options






7,384



5,150Deferred income tax benefit


(4,472
)


(1,125
)


1,662Changes in operating assets and
    liabilities, net of effect of acquisitions:Trade accounts receivable


(13,118
)


(10,185
)


(23,047
)Prepaid expenses and other current
    assets


(1,033
)


(1,379
)


514Income taxes payable


13,135







2,776Other assets


(106
)


2,563



(619
)Accounts payable and accrued
    expenses


1,799



(3,828
)


3,214Accrued salaries and related
    obligations


10,545



10,048



14,437Other liabilities


2,538



1,419



654Net cash provided by operating
    activities


88,147



71,177



67,454Cash flows from investing
    activities:Redemption of long-term investments


37,000



5,000



10,000Purchase of long-term investments


(80,000
)


(60,000
)


(55,000
)Redemption of short-term
    investments


38,000



84,000



64,000Purchase of short-term investments






(30,000
)


(67,500
)Purchase of Nordic Spring, net of
    cash acquired and including transaction costs


(1,261
)






(2,927
)Purchase of India accounting
    practice, including transaction costs






(265
)


Purchases of property and equipment


(14,551
)


(20,753
)


(4,289
)Net cash used in investing
    activities


(20,812
)


(22,018
)


(55,716
)Cash flows from financing
    activities:Proceeds from exercise of stock
    options


15,278



15,466



8,861Proceeds from issuance of common
    stock under Employee Stock Purchase Plan


5,750



3,362



1,938Purchase of common stock


(60,065
)


(18,112
)


(4,977
)Excess tax benefits from
    stock-based compensation


3,607







Net cash (used in) provided by
    financing activities


(35,430
)


716



5,822Effect of exchange rate changes on
    cash


751



(177
)


555Net increase in cash


32,656



49,698



18,115Cash and cash equivalents at
    beginning of period


88,439



38,741



20,626Cash and cash equivalents at end
    of period

$
121,095


$
88,439


$
38,741    45




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Description
    of the Company and its Business      2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation and Principles of Consolidation
    Revenue
    Recognition
    Client
    Reimbursements of Out-of-Pocket
    Expenses
  No. 01-14,
  Foreign
    Currency Translation
    Per
    Share Information
   46




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2007


2006


2005Net income

$
54,765


$
60,597


$
56,056Basic:Weighted average shares


48,353



48,054



47,074Diluted:Weighted average shares


48,353



48,054



47,074Potentially dilutive shares


2,291



3,622



3,410Total dilutive shares


50,644



51,676



50,484Net income per share:Basic

$
1.13


$
1.26


$
1.19Diluted

$
1.08


$
1.17


$
1.11     Cash
    and Cash Equivalents
    Allowance
    for Doubtful Accounts
      Beginning


Charged to





EndingBalance


Operations


Write-offs


BalanceYears Ended May 31:2005

$
3,262


$
2,555


$
(549
)

$
5,2682006

$
5,268


$
865


$
(967
)

$
5,1662007

$
5,166


$



$
(578
)

$
4,588  47




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Short
    and Long-Term Investments
      May 31, 2007


May 31, 2006Gross








GrossUnrealized








UnrealizedHolding


Fair





Holding


FairCost


Gain (Loss)


Value


Cost


Gain (Loss)


ValueU.S. Government agency bonds

$
102,000


$
(158
)

$
101,842


$
97,000


$
(817
)

$
96,183   Property
    and Equipment
    Building

30 yearsFurniture

5 to 10 yearsLeasehold improvements

Lesser of useful life of asset or
    term of leaseComputer and equipment

3 to 5 years       Intangible
    Assets and Goodwill
    Note 5- Intangible
    Assets and Goodwill
  Stock-Based
    Compensation
   48




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stock Based Compensation Plans
  Income
    Taxes
    Recent
    Accounting Pronouncements
  instrument-by-instrument
 49




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 06-03, No. 06-03
      Use of
    Estimates
    3.
    Acquisitions     50




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Property
    and Equipment    2007


2006Building and land

$
10,870


$
9,339Computers and equipment


13,600



11,117Leasehold improvements


16,563



9,327Furniture


7,892



5,41748,925



35,200Less accumulated depreciation and
    amortization


(13,578
)


(8,475
)$
35,347


$
26,725   5.
    Intangible
    Assets and Goodwill    As of May 31, 2007


As of May 31, 2006Accumulated








AccumulatedGross


Amortization


Net


Gross


Amortization


NetCustomer relationships
    (2-4 years)

$
5,248


$
(4,942
)

$
306


$
5,010


$
(3,771
)

$
1,239Associate and customer database
    (1-5 years)


1,766



(1,513
)


253



1,759



(1,301
)


458Non-compete agreements
    (1-4 years)


802



(789
)


13



802



(730
)


72Developed technology (3 years)


520



(520
)






520



(490
)


30Trade name and trademark
    (indefinite life)


82







82



82







82Total

$
8,418


$
(7,764
)

$
654


$
8,173


$
(6,292
)

$
1,881       Goodwill, as of May 31, 2006

$
80,287Acquisitions


2,886Impact of foreign currency
    exchange rate changes


90Goodwill, as of May 31, 2007

$
83,263  51




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Income
    Taxes    2007


2006


2005CurrentFederal

$
35,730


$
29,462


$
29,292State


7,709



7,115



6,374Foreign


4,577



3,946



1,42748,016



40,523



37,093DeferredFederal


(3,147
)


(197
)


209State


(622
)


(51
)


52Foreign


(729
)


(877
)


1,376(4,498
)


(1,125
)


1,637$
43,518


$
39,398


$
38,730     2007


2006


2005Allowance for doubtful accounts

$
189


$
91


$
(816
)Property and equipment


(739
)


(85
)


200Goodwill and non-compete agreement


1,179



1,039



1,833Accrued liabilities


(1,574
)


(1,368
)


(762
)Stock options and restricted stock


(2,789
)






Foreign items


(729
)


(877
)


1,376Net operating losses and tax
    credits


27



40



31State taxes


(62
)


35



(225
)Net deferred income tax provision

$
(4,498
)

$
(1,125
)

$
1,637     2007


2006


2005Domestic

$
86,837


$
90,374


$
88,825Foreign


11,446



9,621



5,961$
98,283


$
99,995


$
94,786  52




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005Statutory tax rate


35.0
%


35.0
%


35.0
%State taxes, net of federal benefit


4.7
%


4.6
%


4.4
%Stock options


3.9
%






Other, net


0.7
%


(0.2
)%


1.5
%Effective tax rate


44.3
%


39.4
%


40.9
%       2007


2006Deferred tax assets:Allowance for doubtful accounts

$
1,910


$
2,099Accrued compensation


3,374



3,172Accrued expenses


2,160



786Stock options and restricted stock


2,789



Net operating losses and tax
    credits


37



10Foreign items


1,971



1,257State taxes


643



581Property and equipment


523



13,407



7,905Deferred tax liabilities:Property and equipment






(216
)Goodwill and non-compete agreement


(10,394
)


(9,215
)(10,394
)


(9,431
)Net deferred tax asset (liability)

$
3,013


$
(1,526
)          53




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        7.
    Accrued
    Salaries and Related Obligations    2007


2006Accrued salaries and related
    obligations

$
24,937


$
20,019Accrued bonuses


23,620



19,776Accrued vacation


11,850



9,588$
60,407


$
49,383   8.
    Revolving
    Credit Agreement    9.
    Concentrations
    of Credit Risk      10.
    Stockholders
    Equity   54




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              11.
    Benefit
    Plan   55




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Supplemental
    Disclosure of Cash Flow Information    2007


2006


2005Income taxes paid

$
34,829


$
35,723


$
29,605Non-cash investing and financing
    activities:Acquisition of Nordic Spring (2007
    and 2005):Issuance of common stock

$
1,520


$



$
719Issuance of restricted stock

$



$
599


$
   13.
    Commitments
    and Contingencies  Lease
    Commitments and Purchase Obligations
    Operating


PurchaseYears Ending May 31:

Leases


Obligations2008

$
13,004


$
1,8112009


12,448



1,5602010


12,002



752011


9,788



2012


5,303



Thereafter


10,202



Total

$
62,747


$
3,446       Employment
    Agreements
   56




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Legal
    Proceedings
    14.
    Stock
    Based Compensation Plans  2004
    Performance Incentive Plan
           57




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number of


WeightedOptions


Shares


AverageAvailable


Under


Exercisefor Grant


Option


PriceOptions outstanding at
    May 31, 2004


4,343



8,482


$
11.56Granted, at fair market value


(1,855
)


1,855


$
23.46Exercised






(1,080
)

$
8.20Forfeited


634



(634
)

$
13.91Options outstanding at
    May 31, 2005


3,122



8,623


$
14.37Granted, at fair market value


(2,056
)


2,056


$
26.95Exercised






(1,365
)

$
11.32Forfeited


441



(441
)

$
18.91Options outstanding at
    May 31, 2006


1,507



8,873


$
17.52Granted, at fair market value


(2,052
)


2,052


$
30.89Additional options available for
    grant


1,500







Exercised






(1,200
)

$
12.62Forfeited


539



(539
)

$
22.11Options outstanding at
    May 31, 2007


1,494



9,186


$
20.88     Options Outstanding


Options ExercisableWeighted











WeightedWeighted


Average








Weighted


AverageAverage


Remaining


Aggregate





Average


Remaining


AggregateNumber


Exercise


Life


Intrinsic


Number


Exercise


Life


IntrinsicRange of Exercise Price per Share

Outstanding


Price


(Years)


Value


Exercisable


Price


(Years)


Value$1.50 to $2.50


248


$
2.08



2.83


$
7,391



248


$
2.08



2.83


$
7,391$6.00 to $9.24


748


$
8.19



4.80


$
17,684



744


$
8.19



4.80


$
17,603$10.17 to $12.72


934


$
12.04



5.73


$
18,502



684


$
12.02



5.55


$
13,561$13.78 to $14.33


971


$
14.13



5.67


$
17,192



588


$
14.27



5.07


$
10,329$15.38 to $23.49


1,627


$
17.38



7.09


$
23,528



962


$
16.68



6.93


$
14,569$24.46 to $32.35


4,658


$
28.32



8.94


$
16,409



911


$
25.82



8.16


$
5,4889,186


$
20.88



7.39


$
100,706



4,137


$
15.18



6.07


$
68,941      58




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employee
    Stock Purchase Plan
    Valuation
    and Expense Information under SFAS 123 (R)
      Year EndedMay 31, 2007Income before income taxes

$
(20,107
)Net income

$
(16,695
)Net income per share:Basic

$
(0.35
)Diluted

$
(0.31
)     Year EndedMay 31, 2007Expected volatility

39.9% - 48.5%Risk-free interest rate

4.54% - 5.11%Expected dividends

0.0%Expected life

5.23 yrs. - 6.25 yrs        59




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Provision
    for Income Taxes under SFAS 123 (R)
    Pro
    Forma Information under SFAS 123 for Periods Prior to
    Fiscal 2007
    2006


2005Net income, as reported

$
60,597


$
56,056Stock-based employee compensation
    expense, net of related tax effects


72Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related tax effects


(12,115
)


(9,323
)Pro forma net income

$
48,554


$
46,733Net income per share:Basic  as reported

$
1.26


$
1.19Basic  pro forma

$
1.01


$
0.99Diluted  as
    reported

$
1.17


$
1.11Diluted  pro forma

$
0.97


$
0.98    2006

2005Weighted-average expected life

5 to
    61/4
    years

5 yearsAnnual dividend per share

None

NoneRisk-free interest rate

3.34% - 4.85%

3.44% - 4.13%Expected volatility

49.4% - 50%

50%  60




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Segment
    Information and Enterprise Reporting    -Summary of Significant Accounting Policies Form 10-K.
  Revenue for the Years


Long-Lived AssetsEnded May 31,


as of May 31, (1)2007


2006


2005


2007


2006United States

$
561,912


$
499,915


$
435,167


$
29,720


$
23,789The Netherlands


68,720



62,923



54,434



3,020



865Other


105,259



71,005



48,035



2,607



2,071Total

$
735,891


$
633,843


$
537,636


$
35,347


$
26,725     (1)
    
    Long-lived assets are comprised of building and land, computers
    and equipment, furniture and leasehold improvements.  16.
    Subsequent
    Events     61




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e)
  Rule 13a-15(b),
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
        Changes
    in Internal Control Over Financial Reporting
     ITEM 9B.
    OTHER
    INFORMATION.   62




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT.  Executive
    Officers and Directors
      ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.        Number of SecuritiesRemaining Available for FutureNumber of Securities to be





Issuance UnderIssued Upon Exercise of


Weighted Average Exercise


Equity Compensation PlansOutstanding Options, Warrants


Price of Outstanding Options,


(Excluding Securitiesand Rights


Warrants and Rights


Reflected in Column (a))(a)


(b)


(c)Equity compensation plans approved
    by security holders


9,185,754


$
20.88



2,805,862(1
)Equity compensation plans not
    approved by security holders(2)


20,920


$
6.00



     (1)
    
    Consists of 1,312,000 shares available for issuance under
    the Companys Employee Stock Purchase Plan and
    1,493,862 shares available for issuance under the
    Companys 2004 Performance Incentive Plan. Shares 63




---



##### Table of Contents



available under the 2004 Performance Incentive Plan generally
    may be used for any type of award authorized under that plan
    including stock options, restricted stock, stock bonuses,
    performance stock, stock units, phantom stock and other forms of
    awards granted or denominated in the Companys common
    stock.(2)
    
    Consists of stock options granted to one of the Companys
    consultants. The options are fully vested, have an exercise
    price equal to $6.00, and have an ordinary term that expires on
    December 13, 2010. The ordinary term of the options may
    expire earlier in connection with a change in control of the
    Company, and the number of shares subject to and exercise price
    of the options are subject to customary adjustments to reflect
    corporate transactions such as stock splits, recapitalizations,
    mergers or similar unusual or extraordinary corporate
    transactions.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.  Financial Statements
    Report of Independent Registered
    Public Accounting FirmConsolidated Balance Sheets as of
    May 31, 2007 and 2006Consolidated Statements of Income
    for each of the three years in the period ended May 31, 2007Consolidated Statements of
    Stockholders Equity and Comprehensive Income for each of
    the three years in the period ended May 31, 2007Consolidated Statements of Cash
    Flows for each of the three years in the period ended
    May 31, 2007Notes to Consolidated Financial
    Statements   Financial Statement Schedules
  Schedule II-Valuation
    Exhibits.
 64




---



##### Table of Contents



EXHIBITS TO
    FORM 10-K
  ExhibitNumber

Description of Document3
.1

Amended and Restated Certificate
    of Incorporation of Resources Connection, Inc. (incorporated by
    reference to Exhibit 10.2 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended November 30, 2004).3
.2

Amended and Restated Bylaws, as
    amended (incorporated by reference to Exhibit 3.4 to the
    Registrants Registration Statement on Form S-1 filed on
    September 1, 2000 (File No. 333-45000)).4
.2

Stockholders Agreement, dated
    December 11, 2000, between Resources Connection, Inc. and
    certain stockholders of Resources Connection, Inc. (incorporated
    by reference to Exhibit 4.2 to the Registrants Amendment
    No. 7 to the Registrants Registration Statement on Form
    S-1 filed on December 12, 2000 (File No. 333-45000)).4
.3

Specimen Stock Certificate
    (incorporated by reference to Exhibit 4.3 to the
    Registrants Amendment No. 7 to the Registrants
    Registration Statement on Form S-1 filed on December 12, 2000
    (File No. 333-45000)).4
.4

Rights Agreement, dated as of
    May 10, 2002, between Resources Connection, Inc. and
    American Stock Transfer & Trust Company, as Rights Agent
    (incorporated by reference to Exhibit 2 to the
    Registrants Registration Statement on Form 8-A filed
    on May 29, 2002.)4
.5

Certificate of Designations of
    Junior Participating Preferred Stock of Resources Connection,
    Inc., dated as of May 24, 2002 (incorporated by reference
    to Exhibit 3.1 to the Registrants Form 8-K
    filing of May 29, 2002).10
.1

Resources Connection, Inc. 1998
    Employee Stock Purchase Plan (incorporated by reference to
    Exhibit 10.1 to the Registrants Registration Statement on
    Form S-1 filed on September 1, 2000 (File No. 333-45000)).10
.2

Resources Connection, Inc. 1999
    Long-Term Incentive Plan (incorporated by reference to Exhibit
    10.2 to the Registrants Registration Statement on Form S-1
    filed on September 1, 2000 (File No. 333-45000)).10
.4

Employment Agreement, dated April
    1, 1999, between Resources Connection, Inc. and Stephen J.
    Giusto (incorporated by reference to Exhibit 10.4 to the
    Registrants Registration Statement on Form S-1 filed on
    September 1, 2000 (File No. 333-45000)).10
.5

Employment Agreement, dated April
    1, 1999, between Resources Connection, Inc. and Karen M.
    Ferguson (incorporated by reference to Exhibit 10.5 to the
    Registrants Registration Statement on Form S-1 filed on
    September 1, 2000 (File No. 333-45000)).10
.12

Resources Connection, Inc.
    Employee Stock Purchase Plan (incorporated by reference to
    Exhibit 10.11 to Amendment No. 2 to the Registrants
    Registration Statement on Form S-1 filed on November 13, 2000
    (File No. 333-45000)).10
.16

Agreement of Lease, dated October
    23, 2000, between 500-512 Seventh Avenue Limited Partnership and
    Resources Connection LLC (incorporated by reference to Exhibit
    10.16 to the Registrants Registration Statement on Form
    S-1 filed on July 17, 2001 (File No. 333-65272)).10
.17

Lease, dated January 1, 2001,
    between One Town Center Associates and Resources Connection LLC
    (incorporated by reference to Exhibit 10.17 to the
    Registrants Registration Statement on Form S-1 filed on
    July 17, 2001 (File No. 333-65272)).10
.18

Loan Agreement, dated March 26,
    2004 by and among Resources Connection, Inc., Resources
    Connection LLC and Bank of America, N.A. (incorporated by
    reference to Exhibit 10.18 to the Registrants Annual
    Report on Form 10-K for the year ended May 31, 2004).10
.19

Employment Agreement, dated April
    1, 2004, between Resources Connection, Inc. and Donald B.
    Murray. (incorporated by reference to Exhibit 10.19 to the
    Registrants Annual Report on Form 10-K for the year ended
    May 31, 2004).10
.20

Resources Connection, Inc. 2004
    Performance Incentive Plan (incorporated by reference to Exhibit
    10.20 to the Registrants Quarterly Report on Form 10-Q for
    the quarter ended November 30, 2006).10
.21

Resources Connection, Inc. 2004
    Performance Incentive Plan Nonqualified Stock Option Agreement
    (incorporated by reference to Exhibit 10.22 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended February 28, 2005). 65




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##### Table of Contents



ExhibitNumber

Description of Document10
.22

Resources Connection, Inc. 2004
    Performance Incentive Plan Nonqualified Stock Option Agreement
    (Netherlands) (incorporated by reference to Exhibit 10.23 to the
    Registrants Quarterly Report on Form 10-Q for the
    quarter ended February 28, 2005).10
.23

Resources Connection, Inc. 2004
    Performance Incentive Plan Incentive Stock Option Agreement
    (incorporated by reference to Exhibit 10.24 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended February 28, 2005).10
.24

First Amendment to Lease, dated
    May 11, 2005, to Lease, dated January 1, 2001, between One Town
    Center Associates and RC Management Group, LLC. (incorporated by
    reference to Exhibit 10.24 to the Registrants Annual
    Report on Form 10-K for the year ended May 31, 2005).10
.25

Amendment No. 1 to Loan Agreement,
    dated October 25, 2004 by and among Resources Connection, Inc.,
    Resources Connection LLC and Bank of America, N.A. (incorporated
    by reference to Exhibit 10.25 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended November 30, 2005).10
.26

Amendment No. 2 to Loan Agreement,
    dated December 9, 2005 by and among Resources Connection, Inc.,
    Resources Connection LLC and Bank of America, N.A. (incorporated
    by reference to Exhibit 10.26 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended November 30, 2005).10
.27

Standard Offer, Agreement and
    Escrow Instructions for Purchase of Real Estate (incorporated by
    reference to Exhibit 10.27 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended November 30, 2005).10
.28

Text of offer letter, dated April
    14, 2005 between Anthony Cherbak and Resources Global
    Professionals (incorporated by reference to Exhibit 99.2 to the
    Registrants Form 8-K filing of July 15, 2005).10
.29

Sample Restricted Stock Award
    Agreement (incorporated by reference to Exhibit 99.3 to the
    Registrants Form 8-K filing of July 15, 2005).21
.1

List of Subsidiaries.*23
.1

Consent of Independent Registered
    Public Accounting Firm.*31
.1

Rule 13a-14(a) Certification of
    Chief Executive Officer.*31
.2

Rule 13a-14(a) Certification of
    Chief Financial Officer.*32
.1

Rule 1350 Certification of Chief
    Executive Officer.*32
.2

Rule 1350 Certification of Chief
    Financial Officer.*     *
    
    Filed herewith 66




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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 Annual Report on
    Form 10-K
    to be signed on its behalf by the undersigned, thereunto duly
    authorized.
  Resources Connection, Inc.
  By:
    /s/  Stephen
    J. Giusto   Chief Financial Officer
    Pursuant to the requirements of the Securities Exchange Act
    of 1934, this Annual Report on
    Form 10-K
    has been signed below by the following persons on behalf of the
    Registrant in the capacities and on the dates indicated.
  Signature

Title

Date/s/  Donald
    B. MurrayDonald
    B. Murray

Chief Executive Officer, President
    and Director (Principal Executive Officer)

July 25, 2007/s/  Stephen
    J. GiustoStephen
    J. Giusto

Chief Financial Officer, Executive
    Vice President of Corporate Development, Secretary and Director
    (Principal Financial Officer and Principal Accounting Officer)

July 25, 2007/s/  Karen
    M. FergusonKaren
    M. Ferguson

Executive Vice President and
    Director

July 25, 2007/s/  Thomas
    ChristopoulThomas
    Christopoul

Director

July 25, 2007/s/  Neil
    DimickNeil
    Dimick

Director

July 25, 2007/s/  Robert
    KistingerRobert
    Kistinger

Director

July 25, 2007/s/  A.
    Robert
    PisanoA.
    Robert Pisano

Director

July 25, 2007/s/  Jolene
    Sykes
    SarkisJolene
    Sykes Sarkis

Director

July 25, 2007  67




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##### Table of Contents



EXHIBIT
    INDEX
  EXHIBITS TO
    FORM 10-K
  ExhibitNumber

Description of Document3
.1

Amended and Restated Certificate
    of Incorporation of Resources Connection, Inc. (incorporated by
    reference to Exhibit 10.2 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended November 30, 2004).3
.2

Amended and Restated Bylaws, as
    amended (incorporated by reference to Exhibit 3.4 to the
    Registrants Registration Statement on Form S-1 filed on
    September 1, 2000 (File No. 333-45000)).4
.2

Stockholders Agreement, dated
    December 11, 2000, between Resources Connection, Inc. and
    certain stockholders of Resources Connection, Inc. (incorporated
    by reference to Exhibit 4.2 to the Registrants Amendment
    No. 7 to the Registrants Registration Statement on Form
    S-1 filed on December 12, 2000 (File No. 333-45000)).4
.3

Specimen Stock Certificate
    (incorporated by reference to Exhibit 4.3 to the
    Registrants Amendment No. 7 to the Registrants
    Registration Statement on Form S-1 filed on December 12, 2000
    (File No. 333-45000)).4
.4

Rights Agreement, dated as of
    May 10, 2002, between Resources Connection, Inc. and
    American Stock Transfer & Trust Company, as Rights Agent
    (incorporated by reference to Exhibit 2 to the
    Registrants Registration Statement on Form 8-A filed
    on May 29, 2002.)4
.5

Certificate of Designations of
    Junior Participating Preferred Stock of Resources Connection,
    Inc., dated as of May 24, 2002 (incorporated by reference
    to Exhibit 3.1 to the Registrants Form 8-K
    filing of May 29, 2002).10
.1

Resources Connection, Inc. 1998
    Employee Stock Purchase Plan (incorporated by reference to
    Exhibit 10.1 to the Registrants Registration Statement on
    Form S-1 filed on September 1, 2000 (File No. 333-45000)).10
.2

Resources Connection, Inc. 1999
    Long-Term Incentive Plan (incorporated by reference to Exhibit
    10.2 to the Registrants Registration Statement on Form S-1
    filed on September 1, 2000 (File No. 333-45000)).10
.4

Employment Agreement, dated April
    1, 1999, between Resources Connection, Inc. and Stephen J.
    Giusto (incorporated by reference to Exhibit 10.4 to the
    Registrants Registration Statement on Form S-1 filed on
    September 1, 2000 (File No. 333-45000)).10
.5

Employment Agreement, dated April
    1, 1999, between Resources Connection, Inc. and Karen M.
    Ferguson (incorporated by reference to Exhibit 10.5 to the
    Registrants Registration Statement on Form S-1 filed on
    September 1, 2000 (File No. 333-45000)).10
.12

Resources Connection, Inc.
    Employee Stock Purchase Plan (incorporated by reference to
    Exhibit 10.11 to Amendment No. 2 to the Registrants
    Registration Statement on Form S-1 filed on November 13, 2000
    (File No. 333-45000)).10
.16

Agreement of Lease, dated October
    23, 2000, between 500-512 Seventh Avenue Limited Partnership and
    Resources Connection LLC (incorporated by reference to Exhibit
    10.16 to the Registrants Registration Statement on Form
    S-1 filed on July 17, 2001 (File No. 333-65272)).10
.17

Lease, dated January 1, 2001,
    between One Town Center Associates and Resources Connection LLC
    (incorporated by reference to Exhibit 10.17 to the
    Registrants Registration Statement on Form S-1 filed on
    July 17, 2001 (File No. 333-65272)).10
.18

Loan Agreement, dated March 26,
    2004 by and among Resources Connection, Inc., Resources
    Connection LLC and Bank of America, N.A. (incorporated by
    reference to Exhibit 10.18 to the Registrants Annual
    Report on Form 10-K for the year ended May 31, 2004).10
.19

Employment Agreement, dated April
    1, 2004, between Resources Connection, Inc. and Donald B.
    Murray. (incorporated by reference to Exhibit 10.19 to the
    Registrants Annual Report on Form 10-K for the year ended
    May 31, 2004).10
.20

Resources Connection, Inc. 2004
    Performance Incentive Plan (incorporated by reference to Exhibit
    10.20 to the Registrants Quarterly Report on Form 10-Q for
    the quarter ended November 30, 2006).10
.21

Resources Connection, Inc. 2004
    Performance Incentive Plan Nonqualified Stock Option Agreement
    (incorporated by reference to Exhibit 10.22 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended February 28, 2005).




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##### Table of Contents



ExhibitNumber

Description of Document10
.22

Resources Connection, Inc. 2004
    Performance Incentive Plan Nonqualified Stock Option Agreement
    (Netherlands) (incorporated by reference to Exhibit 10.23 to the
    Registrants Quarterly Report on Form 10-Q for the
    quarter ended February 28, 2005).10
.23

Resources Connection, Inc. 2004
    Performance Incentive Plan Incentive Stock Option Agreement
    (incorporated by reference to Exhibit 10.24 to the
    Registrants Quarterly Report on Form 10-Q for the quarter
    ended February 28, 2005).10
.24

First Amendment to Lease, dated
    May 11, 2005, to Lease, dated January 1, 2001, between One Town
    Center Associates and RC Management Group, LLC. (incorporated by
    reference to Exhibit 10.24 to the Registrants Annual
    Report on Form 10-K for the year ended May 31, 2005).10
.25

Amendment No. 1 to Loan Agreement,
    dated October 25, 2004 by and among Resources Connection, Inc.,
    Resources Connection LLC and Bank of America, N.A. (incorporated
    by reference to Exhibit 10.25 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended November 30, 2005).10
.26

Amendment No. 2 to Loan Agreement,
    dated December 9, 2005 by and among Resources Connection, Inc.,
    Resources Connection LLC and Bank of America, N.A. (incorporated
    by reference to Exhibit 10.26 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended November 30, 2005).10
.27

Standard Offer, Agreement and
    Escrow Instructions for Purchase of Real Estate (incorporated by
    reference to Exhibit 10.27 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended November 30, 2005).10
.28

Text of offer letter, dated April
    14, 2005 between Anthony Cherbak and Resources Global
    Professionals (incorporated by reference to Exhibit 99.2 to the
    Registrants Form 8-K filing of July 15, 2005).10
.29

Sample Restricted Stock Award
    Agreement (incorporated by reference to Exhibit 99.3 to the
    Registrants Form 8-K filing of July 15, 2005).21
.1

List of Subsidiaries.*23
.1

Consent of Independent Registered
    Public Accounting Firm.*31
.1

Rule 13a-14(a) Certification of
    Chief Executive Officer.*31
.2

Rule 13a-14(a) Certification of
    Chief Financial Officer.*32
.1

Rule 1350 Certification of Chief
    Executive Officer.*32
.2

Rule 1350 Certification of Chief
    Financial Officer.*     *
    
    Filed herewith