##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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 29,
    2010ORo

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:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $0.01 per share

The NASDAQ Stock Market LLC (Nasdaq Global Select Market)Rights to Purchase Junior Participating Preferred Stock

The NASDAQ Stock Market LLC (Nasdaq Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act:
 None (Title of Class)
      þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company 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


19ITEM 1B.


UNRESOLVED STAFF COMMENTS


26ITEM 2.


PROPERTIES


27ITEM 3.


LEGAL PROCEEDINGS


27ITEM 4.


[RESERVED]


27PART IIITEM 5.


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


28ITEM 6.


SELECTED FINANCIAL DATA


31ITEM 7.


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


32ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


46ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


47ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


74ITEM 9A.


CONTROLS AND PROCEDURES


74ITEM 9B.


OTHER INFORMATION


74PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


75ITEM 11.


EXECUTIVE COMPENSATION


75ITEM 12.


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


75ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


76ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


76PART IVITEM 15.


EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


76EX-10.11EX-10.12EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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Form 10-K, 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 financial analyses
    (e.g., product costing and margin analyses), budgeting and
    forecasting, audit preparation, public-entity reporting,
    tax-related projects, merger and acquisition due diligence,
    initial public offering assistance and assistance in the
    preparation or restatement of financial statements;
    information management services, such as financial
    system/enterprise resource planning implementation and post
    implementation optimization;
    corporate advisory, strategic communications and restructuring
    services;
    risk management and internal audit services (provided via our
    subsidiary Resources Audit Solutions), 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 services, such as strategic sourcing
    efforts, contract negotiations and purchasing strategy;
    actuarial services for pension and life insurance companies;
    human capital services, such as change management and
    compensation program design and implementation; and
    legal and regulatory services, such as providing attorneys,
    paralegals and contract managers to assist clients (including
    law firms) with project-based or peak period needs.       1




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Revenue for the YearEnded





% of TotalMay 29,


May 30,


%


May 29,


May 30,2010


2009


Change


2010


2009North America

$
384,535


$
501,139



(23.3
)%


77.1
%


73.1
%Europe


89,225



148,196



(39.8
)%


17.9
%


21.6
%Asia Pacific


25,238



36,241



(30.4
)%


5.0
%


5.3
%Total

$
498,998


$
685,576



(27.2
)%


100.0
%


100.0
%   Segment Information and
    Enterprise Reporting
   2




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Industry
    Background
  Changing
    Market for Project- or Initiative-Based Professional
    Services
    
    strategically access specialized skills and expertise;
    effectively supplement internal resources;
    increase labor flexibility; and
    reduce their overall hiring, training and termination costs.    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;
    a work environment that provides a diversity of, and more
    control over, client engagements; and
    alternate employment opportunities in the United States and many
    foreign regions.    Resources
    Global Professionals Solution
    
    a relationship-oriented approach to assess our clients
    project needs;
    highly qualified professionals with the requisite skills and
    experience; 3




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
    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 it 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 consultants and
    management with talent, integrity, enthusiasm and loyalty
    (TIEL, an acronym used frequently within the
    company) 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.
    Hire and retain highly qualified, experienced
    consultants.  We believe our highly qualified,
    experienced consultants provide us with a distinct competitive
    advantage. Therefore, one of our priorities is to continue to
    attract and retain high-caliber consultants. 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 consultants enables us
    to understand the needs of our clients and to deliver an
    integrated, relationship-oriented approach to meeting their
    professional services requirements. We regularly meet with our
    existing and prospective clients to understand their business
    issues and help them define their project needs. Once an
    initiative is defined, we identify consultants with the
    appropriate skills and experience to meet the clients
    objectives. 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 and depth of our client relationships is demonstrated
    by two key statistics: 1) during fiscal 2010, 96% of our 50
    largest clients used more than one service line and 78% of those
    top 50 clients used three or more service lines; and 2) 47
    of our largest 50 clients in fiscal 2007 remained clients in
    fiscal 2010 while 72% of our top 50 clients in 2004 were still
    clients in 2010.
    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
    2,067 consultants on assignment as of May 29, 2010 and 716
    management and administrative employees. In addition, we have
    ongoing national and local marketing efforts that reinforce the
    Resources Global brand.  Our
    Growth Strategy
   4




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
    Expanding work from existing clients.  A
    principal component of our strategy is to secure additional
    initiative 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 historic
    industry trends, they may continue to increase the amount they
    spend on these services as the global economy recovers. 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 strive to develop new client
    relationships primarily by leveraging the significant contact
    networks of our management and consultants and through referrals
    from existing clients. However, the global economic slow-down
    impacted the number of clients that we served, which declined
    from over 2,400 in fiscal 2008 to just over 1,800 in fiscal
    2010. However, we believe we can continue to attract new clients
    by building our brand name and reputation and through our
    national and local marketing efforts. We anticipate that our
    growth efforts this year will continue to focus on identifying
    strategic target accounts that tend to be large multinational
    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 once global economic conditions
    improve, there are significant opportunities to resume growth in
    our business internationally and, consequently, we intend to
    continue to expand our international presence on a strategic and
    opportunistic basis. We may add to our existing domestic office
    network on an opportunistic basis when our existing clients have
    a need or if there is a new client opportunity.
    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 and in fiscal 2010,
    we expanded our capabilities in the areas of corporate advisory,
    strategic communications and restructuring services with the
    acquisition of Sitrick Brincko Group. Our considerations when
    evaluating new professional service offerings include cultural
    fit, growth potential, profitability, cross-marketing
    opportunities and competition.  Consultants
    30-50%
   5




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Clients
      AIG

Kinetic Concepts, Inc.Beckman Coulter, Inc.

MakitaBP

McKesson CorporationChevron Texaco

SONYConocoPhillips

SothebysDelta Air Lines

StarbucksExpedia, Inc.

Taco Bell Corp.First American Financial Corporation

TycoKaiser Permanente   Services
    and Products
    Finance &
    Accounting
  day-to-day
    
    shared service center migrations;
    finance transformation;
    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 chief financial
    officer, controller and director of accounting. 6




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
    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 (FASB).  Sample Engagement  Financial
    Transformation:
    Sample Engagement  Reduce Close Cycle to Meet
    Public Reporting Requirement:
    Sample Engagement  Transition to International
    Financial Reporting Standards
    (IFRS):
    Sample Engagement  Development of Single Finance
    System for Joint Venture:
  Sample Engagement  Conversion to Bank-Holding
    Company:
 7




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Sitrick
    Brincko Group
      
    restructuring and reorganization;
    corporate and financial advisory;
    finance and capital sourcing;
    interim and crisis management;
    dispute resolution and litigation support;
    bankruptcy claims administration and management; and
    crisis and strategic communications.  Sample Engagement  Communication in a Liquidity
    Crisis: out-of-court
  
    development of communications strategies to help maintain
    stability and preserve the value of assets during this period of
    financial volatility and change;
    creation of communications  both traditional and
    digital  that advanced the companys business
    goals and aligned with its legal strategy;
    delivery of communications designed to maintain the confidence
    of all stakeholders while the company explored its strategic
    alternatives;
    management of expectations and calmed uncertainties via direct,
    targeted communications and judicious use of the media; and
    communications counsel, program development and implementation
    to those charged with the task of communications, business
    development, investor relations and other key functions.  Sample Engagement  Restructuring and Advisement
    Services:
 8




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Information
    Management
  front-of-the-house
    Program &
    Project Management
  
    Program Management Office (PMO) implementation and
    optimization;
    project management;
    change management, communications and training;
    portfolio rationalization; and
    project recovery.  Business &
    Technology Integration
  
    business analysis and process improvement;
    system selection and implementation;
    system stabilization and optimization; and
    quality assurance and testing.  Data
    Strategy & Management
  
    enterprise data strategy;
    data analysis and reporting;
    data quality management and standardization; and
    data conversion and integration.  IT
    Strategy & Governance
  
    IT strategy and effectiveness;
    disaster recovery and business continuity planning;
    IT governance; and
    organizational design and interim management. 9




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Sample Engagement  IT
    Transformation:
  
    IT reorganization: Over a six-month schedule, our consultants
    designed and managed the transition of 400 IT roles from an
    outsourced provider. Specific actions taken included:  
    guiding senior leadership on developing and maintaining
    effective broad-based sponsorship of the project;
    developing key metrics for appropriate IT staffing levels in
    eight different areas, development of the annual salaries
    budget, and creating metrics-driven job descriptions;
    assisting recruitment and hiring of staff across the entire
    array of IT functions, including IT directors on site at
    hospital facilities; and
    developing a plan to reduce resistance to change by anticipating
    and analyzing the impact on people and processes.  
    PMO restructuring: Our consultants helped analyze the current
    state of the hospital systems PMO, developed a
    future-state migration plan and designed effective process
    flows, methods and tools.
    IT controls methodology adoption: Our consultants mapped
    existing directives to COBiT (Control Objectives for Information
    and related Technology, a set of best practices for IT
    management) and reviewed and enhanced documentation deliverables
    for consistency, accuracy and completeness.
    Implementation of
    policyIQ®:

    Our consultants provided oversight of project effort to migrate
    all IT controls and standard operating procedures from an
    existing document repository into policyIQ (Resources
    Globals web-based content management system), while
    identifying control gaps and developing remediation efforts.
    Overall efforts: Our consultants assisted the company in
    accelerating value realization of change efforts; redefining
    jobs, roles and responsibilities that enable the IT group to
    deliver high-quality services; and creating a controlled
    environment that lends itself to consistent and accurate
    delivery of services, critical to the success of this project.  Sample Engagement  PMO and IT Resource
    Management:
    
    Designed a Project Prioritization Committee
    (including business leaders), a prioritization process and a new
    demand- and resources-management process. As a result, a
    significant portion of the what should IT work on?
    responsibility shifted to the business units, accentuating
    responsibility and ownership.
    Developed, implemented and trained IT leaders on a short-term
    tool and processes to track, analyze and report project demand
    and resources to address immediate needs.   10




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Sample Engagement  SAP Business Management
    Software Implementation:
  
    organized and led weekly status meetings with functional
    departments;
    identified, prioritized, and resolved pre go-live action items
    for each department;
    recommended controls and control improvements in each business
    process area; and
    provided regular updates to the North American CFO and the SAP
    finance team lead.    
    data conversion reconciliations between SAP and legacy systems;
    project management for finance stabilization and optimization
    activities;
    business issue resolution;
    user training; and
    re-engineering of the monthly close process.  Sample Engagement  Oracle Project
    Management:
  
    align the system with the organizational matrix-reporting by
    geographies and business lines;
    improve management reporting and decision making;
    improve the ability to integrate new acquisitions;
    enable shared services and standardized processes; and
    set a foundation for resource sharing.    
    maintain and communicate the detailed implementation project
    plan;
    conduct Oracle module planning sessions;
    accumulate proposed design changes to address business
    requirements;
    validate business requirements with stakeholders; and
    facilitate execution of change initiatives.  Human
    Capital
    Change Management: 3
    
    Engage  Identify key stakeholders and develop
    communication messages to ensure buy-in and support 11




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
    Enable  Identify objectives, evaluate
    readiness and develop organizational modifications
    Execute  Assess impact, deliver training and
    communication, and assess outcomes    HR Operations and Technology:
  Organizational
    Development
  
    performance measurement and management;
    process analysis and redesign;
    succession planning and career development programs; and
    employee retention programs, opinion surveys and communication
    programs.  HR
    Information Systems
  
    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  Change
    Management:
  
    define organizational/departmental structures;
    define specific roles and responsibilities for job functions;
    develop training plans to ensure adequate competencies;
    perform organizational readiness assessments; and
    design change management effectiveness metrics. 12




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Sample Engagement  Restructuring
    Assistance:
  
    designing mechanisms to facilitate timely and effective
    communication;
    reviewing roles, titles, skills, competencies, and job scope as
    required and facilitating efforts of parent and local legal
    departments regarding labor contracts, local work councils and
    applicable local legislation; and
    conducting benchmark surveys to determine appropriate salaries
    for newly created roles.  Sample Engagement  Assistance with Managing
    Growth:
    Legal &
    Regulatory
    
    mergers and acquisitions (including integration), divestitures
    and joint ventures;
    quarterly and annual SEC filings, annual meetings, proxy
    statements and corporate governance matters;
    commercial transactions, contracts, licensing, real estate
    transactions and employment matters;
    compliance policy development and implementation, compliance
    training, testing and reporting;
    litigation, including complex class actions, investigations and
    regulatory exams;
    bankruptcy, corporate restructurings and workouts;
    secondment during leaves of absence or due to employee
    attrition; and
    implemention and optimization of legal and business policies,
    processes and procedures.  Sample Engagement  Mergers &
    Acquisitions (M&A): side-by-side
    Sample Engagement  Bankruptcy
    Support:
 13




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Sample Engagement  Class Action Litigation
    Support:
    Resources
    Audit Solutions (RAS): Corporate Governance, Risk
    Management, Internal Audit and Sarbanes Compliance
    Services
    
    Co-Sourced Internal Audit:  Knowing how
    businesses function is the key to todays risk-driven
    approach to integrated auditing. Our professionals have the
    experience required to assess the risks involved and develop and
    execute a program to audit the effectiveness and efficiency of
    an entity. We work with clients in a number of capacities,
    including: providing a variable resource to the clients
    staff, adding subject matter expertise, benchmarking processes
    against best practices and executing projects. We assist clients
    with co-sourcing requirements in:  
    IT audits;
    operational audits;
    financial audits;
    compliance audits; and
    fraud or forensic audits.  
    Royalty, Licensing and Contracts
    Auditing:  Working in todays increasingly
    complex and regulated business environment, we assist clients in
    determining vendor and customer compliance with contractual
    obligations. We help determine whether vendors are adhering to
    pricing formulas, customers are remitting according to licensing
    terms, franchisees are correctly calculating fees and internal
    contract calculations are accurate. Specifically we can assist
    with:  
    royalty and license audits;
    vendor audits;
    franchisee audits; and
    contract management and compliance audits.  
    Governance, Risk and Compliance:  Recent
    economic and world events from 9/11 to the mortgage crisis have
    raised the awareness of risk and the need for strong governance
    in all areas of business. Companies are responding by taking a
    new and deeper look at how they make decisions and govern
    themselves, the type of 14




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risks present in their environments and how to mitigate those
    risks and whether they have a culture of compliance. These
    initiatives are typically enterprise-wide and Resources Global
    can assist by:  
    designing and executing a risk assessment process;
    working as project managers or team members on a governance,
    risk and compliance initiative; and
    evaluating governance processes such as compensation, hiring and
    promotion practices and evaluation of systems.  
    Sarbanes, J-SOX and Other Compliance
    Initiatives:  We have worked with clients on a
    number of compliance issues, including J-SOX, BSA, Basel II,
    HIPAA, Anti Money Laundering and Gramm Leach Bliley. In the area
    of Sarbanes compliance, Resources Global helps businesses
    by:  
    re-designing processes to leverage new guidance, using a
    risk-based approach;
    identifying or designing entity level controls; and
    reducing the cost of on-going testing and documentation.  Sample Engagement  Compliance Transformation for
    Leading Financial Services Institution:
    Sample Engagement  Sarbanes
    Compliance:
  Sample Engagement  Internal Audit/Sarbanes
    Compliance:
    
    Internal Audit Transformation  In
    response to the highly publicized issues and ethical breaches at
    our clients company, Resources Global assisted in a
    complete transformation of the companys internal audit
    function. Resources Global deployed 42 consultants to eight
    countries in three months to help complete audits of the
    companys high-risk businesses. Resources Global also
    assisted with developing a global audit plan and initial risk
    assessment for the companys audit committee.
    Sarbanes Compliance  The clients
    philosophy of autonomy and local decision making required a
    highly decentralized structure. As a result, over the course of
    several years Resources Global deployed over 500 consultants in
    34 countries to assist with all aspects of Sarbanes compliance
    including: process documentation, test template design, testing,
    quality assurance, remediation, project management and
    assistance with non-Sarbanes work to allow process owners to
    gain more time for their own Sarbanes involvement.
    Sarbanes Streamlining  In each successive year
    of Sarbanes compliance, Resources has worked with the client to
    reduce the time and effort required to comply with the evolving
    standards and processes. 15




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Supply
    Chain Management
    
    performing current state assessments, analyzing and implementing
    business process improvements, and assisting with supply chain
    management technology enhancements to maximize the effectiveness
    of the supply chain.
    providing experienced and accomplished 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
    operational and tactical procurement activities.
    presenting a variety of supply chain management solutions,
    including strategic sourcing; supplier relationship management;
    contracts management; supply chain compliance; logistics and
    materials management; inventory rationalization; warehouse
    optimization; Lean, Six Sigma and Demand Planning and
    Forecasting supply chain expertise; supplier diversity
    assistance; ERP implementations and purchasing card programs.  Sample Engagement  Materials and Inventory
    Management:
  
    designing a process and data schematic for capturing receipt and
    inventory transfer transactions for upload into their
    procurement, inventory and asset management system;
    designing a physical-count process to validate equipment
    balances in warehouses as inventory and also validating
    equipment deployed in the wireless network as fixed assets;
    redesigning the distribution network to include establishing
    regional warehouses;
    redesigning warehouse processes in over 35 locations with five
    different third-party logistics providers; and
    coordinating supply-chain data and
    sub-ledger
    activities to support year-end close process.  Sample Engagement 
    End-to-End
    Current State Assessment: end-to-end
  
    reviewing the current state processes, systems, organization,
    and policies for the sourcing, inventory management and
    logistics operations;
    providing recommendations for future state business processes;
    identifying short and long-term technology enhancements;
    providing recommendations on a redesigned supply chain
    management organization;
    writing job descriptions for new and changed job roles; and
    developing a business case and implementation plan for each
    recommended change initiative.  policyIQ
   16




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e-mail
  
    Finance and Accounting: accounting policies, financial reporting
    procedures, SEC regulations, bank account reconciliations,
    Sarbanes Section 302 certifications and 404 documentation;
    Information Management: disaster recovery plans, help desk
    procedures, system how tos, system access
    request forms, change management documentation;
    Internal Audit: risk assessment, audit test plans, testing
    documentation, management action plans, audit committee charters
    and meeting minutes;
    Human Capital: employee handbook, benefits information and
    frequently asked questions, new hire and other employee forms,
    candidate or employee evaluations;
    Supply Chain: vendor qualification, procurement policies and
    procedures, executed contracts, transaction
    documentation; and
    Legal: Code of Conduct and other compliance documentation
    including employee sign-offs, safe harbor and privacy protective
    policies, ethics policies, contract templates and agreement
    repository.  Operations
         17




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Business
    Development
    
    local initiatives focused on existing clients and target
    companies;
    national and international targeting efforts focused on
    multinational companies;
    brand marketing activities; and
    national and local direct mail programs.        Competition
    
    consulting firms;
    local, regional, national and international accounting firms;
    independent contractors;
    traditional and Internet-based staffing firms; and
    the in-house resources of our clients.   18




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##### Table of Contents



Employees
    Available
    Information
  (714) 430-6400 http://www.resourcesglobal.com. Form 10-K. Form 10-K, Form 10-Q, Form 8-K http://www.sec.gov.
  Form 10-K, Form 10-Q, Form 8-K http://www.resourcesglobal.com.
  ITEM 1A.
    RISK
    FACTORS.  Form 10-K,
  A
    continuation of the economic downturn or change in the use of
    outsourced professional services consultants could adversely
    affect our business.
  project-by-project
     19




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##### Table of Contents



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, national and international accounting firms;
    independent contractors;
    traditional and Internet-based staffing firms; and
    the in-house resources of our clients.    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 consultants or for our clients
    mistreatment of our consultants.
      We may
    not be able to grow our business, manage our growth or sustain
    our current business.
   20




---



##### Table of Contents




    grow our client base;
    expand profitably into new cities;
    provide additional professional services offerings;
    hire qualified and experienced consultants;
    maintain margins in the face of pricing pressures;
    manage costs; and
    maintain or grow revenues and increase other service offerings
    from existing clients.    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; 21




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##### Table of Contents




    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;
    addition of significant amounts of intangible assets, including
    goodwill, that are subject to periodic assessment of impairment,
    primarily through comparison of market value of our stock to our
    net book value, with such impairment potentially resulting in a
    material impact on our future financial results and financial
    condition;
    dilution of our stock as a result of issuing equity
    securities; and
    assumption of liabilities of the acquired company.      We
    must provide our clients with highly qualified and experienced
    consultants, and the loss of a significant number of our
    consultants, or an inability to attract and retain new
    consultants, could adversely affect our business and operating
    results.
    
    provide our consultants with either full-time or flexible-time
    employment;
    obtain the type of challenging and high-quality projects that
    our consultants seek;
    pay competitive compensation and provide competitive
    benefits; and
    provide our consultants with flexibility as to hours worked and
    assignment of client engagements.   22




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##### Table of Contents



Decreased
    effectiveness of equity compensation could adversely affect our
    ability to attract and retain employees.
    Our
    computer hardware and software and telecommunications systems
    are susceptible to damage and interruption.
    Our
    cash and short-term investments are subject to economic
    risk.
    Our
    business could suffer if we lose the services of one or more key
    members of our senior management.
    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 consultants eligible for our offered benefits as
    the average length of employment with the Company increases;
    the amount of vacation hours used by consultants or 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; 23




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##### Table of Contents




    variation in foreign exchange rates from one quarter to the next
    used to translate the financial results of our international
    operations;
    the amount and timing of operating costs and capital
    expenditures relating to management and expansion of our
    business;
    changes in the estimates of contingent consideration and the
    employee portion of contingent consideration;
    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, which
    last occurred during the fiscal year ended May 31, 2008.  quarter-to-quarter
  If our
    internal control over financial reporting does not comply with
    the requirements of Sarbanes, our business and stock price could
    be adversely affected.
  Form 10-K.
      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.
   24




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##### Table of Contents



It may
    be difficult for a third party to acquire the Company, and this
    could depress its 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 and bylaws can be amended only by supermajority
    vote (a
    662/3%
    majority) of the outstanding shares. In addition, our board of
    directors can amend our bylaws by majority vote of the members
    of our board of directors;
    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 10-K.
  We are
    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.
   25




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##### Table of Contents



We may
    be unable to or elect not to pay our quarterly dividend
    payment.
    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.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.   26




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##### Table of Contents



ITEM 2.
    PROPERTIES.    Birmingham, Alabama

Honolulu, Hawaii

Charlotte, North CarolinaPhoenix, Arizona

Boise, Idaho

Raleigh, North CarolinaCentury City, California

Chicago, Illinois

Cincinnati, OhioCosta Mesa, California

Downers Grove, Illinois

Cleveland, OhioIrvine, California

Indianapolis, Indiana

Columbus, OhioLos Angeles, California

Louisville, Kentucky

Tulsa, OklahomaSacramento, California

Baltimore, Maryland

Portland, OregonSanta Clara, California

Boston, Massachusetts

Philadelphia, PennsylvaniaSan Diego, California

Detroit, Michigan

Pittsburgh, PennsylvaniaSan Francisco, California

Minneapolis, Minnesota

Nashville, TennesseeWalnut Creek, California

Kansas City, Missouri

Austin, TexasWoodland Hills, California

St. Louis, Missouri

Dallas, TexasDenver, Colorado

Las Vegas, Nevada

Houston, TexasHartford, Connecticut

Parsippany, New Jersey

San Antonio, TexasStamford, Connecticut

Princeton, New Jersey

Seattle, WashingtonPlantation, Florida

Long Island, New York

Milwaukee, WisconsinTampa, Florida

New York, New York (2)

Washington, D.C. (McLean, Virginia)Atlanta, Georgia     Melbourne, Australia
    Sydney, Australia
    Brussels, Belgium
    Calgary, Canada
    Montreal, Canada
    Toronto, Canada
    Copenhagen, Denmark
    Paris, France
    Frankfurt, Germany
    Bangalore, India

Mumbai, India
    Dublin, Ireland
    Milan, Italy
    Nagoya, Japan
    Tokyo, Japan
    Luxembourg
    Mexico City, 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.    ITEM 4.
    [RESERVED].   27




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##### Table of Contents



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 2010:First Quarter

$
19.61


$
14.77Second Quarter

$
20.18


$
14.59Third Quarter

$
21.73


$
17.04Fourth Quarter

$
19.42


$
15.45Fiscal 2009:First Quarter

$
24.31


$
18.09Second Quarter

$
25.06


$
13.32Third Quarter

$
16.70


$
13.59Fourth Quarter

$
20.01


$
12.87   Dividend
    Policy
    Issuances
    of Unregistered Securities
   28




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##### Table of Contents



Issuer
    Purchases of Equity Securities
    Approximate DollarTotal Number of


Value of SharesShares Purchased as


that May Yet beTotal Number





Part of Publicly


Purchasedof Shares


Average Price


Announced


Under thePeriod

Purchased


Paid per Share


Program


ProgramFebruary 28, 2010  March 27, 2010





$







$
29,737,488March 28, 2010  April 24, 2010





$







$
29,737,488April 25, 2010  May 29, 2010


186,835


$
17.06



186,835


$
26,550,765Total February 28, 2010  May 29, 2010


186,835


$
17.06



186,835


$
26,550,765  29




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##### Table of Contents



Performance
    Graph
    The information contained in the performance graph shall not
    be deemed to be soliciting material or to be
    filed with the SEC, nor shall such information be
    incorporated by reference into any future filing under the
    Securities Act of 1933 or the Securities Exchange Act of 1934,
    except to the extent that the Company specifically incorporates
    it by reference into such filing.
  COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN
    AMONG RESOURCES CONNECTION, INC., THE RUSSELL 2000 INDEX,
    SIC CODE 8742  MANAGEMENT CONSULTING SERVICES
    AND SIC CODE 8748  BUSINESS CONSULTING
    SERVICES
  
  ASSUMES
    $100 INVESTED ON MAY 28, 2005
    ASSUMES DIVIDENDS REINVESTED
  Fiscal Year EndedCompany/Index/Market


5/28/2005


5/27/2006


5/26/2007


5/31/2008


5/30/2009


5/29/2010Resources Connection, Inc.



100.00




128.01




161.95




109.54




96.61




84.15Management Consulting Services (SIC 8742)



100.00




111.73




134.93




130.52




100.13




116.25Russell 2000 Index



100.00




118.24




140.61




125.80




85.80




114.67Business Consulting Services (SIC 8748)



100.00




99.62




126.75




107.57




80.73




77.31  30




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.  Form 10-K. Form 10-K.
  Years EndedMay 29,


May 30,


May 31,


May 26,


May 27,2010


2009


2008(4)


2007


2006(In thousands, except net (loss) income per common share and
    other data)Consolidated Statements of Operations Data:Revenue

$
498,998


$
685,576


$
840,285


$
735,891


$
633,843Direct cost of services


303,768



422,171



518,413



447,363



384,429Gross profit


195,230



263,405



321,872



288,528



249,414Selling, general and administrative expenses(1)


182,985



212,680



227,853



191,590



149,736Employee portion of contingent consideration(2)


500















Contingent consideration expense(2)


1,492















Amortization of intangible assets


3,496



1,383



1,114



1,472



1,740Depreciation expense


8,544



8,898



8,452



6,122



2,958(Loss) income from operations


(1,787
)


40,444



84,453



89,344



94,980Interest income


(656
)


(1,593
)


(5,603
)


(8,939
)


(5,015
)(Loss) income before provision for income taxes


(1,131
)


42,037



90,056



98,283



99,995Provision for income taxes(3)


10,618



24,273



40,871



43,518



39,398Net (loss) income

$
(11,749
)

$
17,764


$
49,185


$
54,765


$
60,597Net (loss) income per common share:Basic

$
(0.26
)

$
0.39


$
1.06


$
1.13


$
1.26Diluted

$
(0.26
)

$
0.39


$
1.03


$
1.08


$
1.17Weighted average common shares outstanding:Basic


45,894



45,018



46,545



48,353



48,054Diluted


45,894



45,726



47,934



50,644



51,676Other Data:Number of offices open at end of period


82



82



89



84



78Total number of consultants on assignment at end of period


2,067



2,065



3,490



3,276



2,857Cash dividends paid (in thousands)(5)

$



$



$
60,652


$



$
     (1)
    
    Includes $4.8 million in severance costs and
    $2.2 million of accelerated compensation expense from the
    vesting of certain stock option grants related to the
    resignation of two senior executives during the year ended
    May 29, 31




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##### Table of Contents



2010. Includes $3.6 million of expenses incurred for a
    reduction in headcount of management and administrative
    personnel as well as consolidation of seven offices during the
    year ended May 30, 2009.(2)
    
    Includes an estimated $500,000 of contingent consideration
    potentially payable to employees related to the Sitrick Brincko
    Group acquisition and $1.5 million related to the
    recognition of the change in the fair value of the contingent
    consideration liability associated with the acquisition of
    Sitrick Brincko Group for the year ended May 29, 2010. See
    Note 3  Acquisitions  to
    the Consolidated Financial Statements.(3)
    
    Includes valuation allowances of $4.7 million on deferred
    tax assets, including certain foreign operating loss
    carryforwards during the year ended May 29, 2010. Includes
    a valuation allowance of $2.4 million provided on deferred
    tax assets, including certain foreign operating loss
    carryforwards and $1.1 million related to the forgiveness
    of certain French subsidiary intercompany debt, reducing our
    French entitys operating loss carryforwards during the
    year ended May 30, 2009.(4)
    
    The fiscal year ended May 31, 2008 was comprised of
    53 weeks. All other years presented were comprised of
    52 weeks.(5)
    
    On July 11, 2007, our board of directors approved the
    payment of a special cash dividend of $1.25 per share of common
    stock, payable on August 21, 2007 to stockholders of record
    at the close of business on August 8, 2007. On
    July 20, 2010, our board of directors announced the
    authorization of a regular quarterly dividend of $0.04 per
    share, commencing in fiscal 2011, subject to quarterly board of
    director approval.  May 29,


May 30,


May 31,


May 26,


May 27,2010


2009


2008


2007


2006(Amounts in thousands)Consolidated Balance Sheet Data:Cash, cash equivalents, short-term investments and U.S.
    government agency securities

$
140,905


$
163,741


$
106,814


$
223,095


$
185,439Working capital


173,472



188,353



157,766



207,647



161,114Total assets


473,200



412,019



410,502



464,461



398,611Stockholders equity


353,241



337,917



305,888



363,299



317,436   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Form 10-K.
  Overview
    
    finance and accounting services, such as financial analyses
    (e.g., product costing and margin analyses), budgeting and
    forecasting, audit preparation, public-entity reporting,
    tax-related projects, mergers and acquisitions due diligence,
    initial public offering assistance and assistance in the
    preparation or restatement of financial statements;
    information management services, such as financial
    system/enterprise resource planning implementation and post
    implementation optimization;
    corporate advisory, strategic communications and restructuring
    services; 32




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##### Table of Contents




    risk management and internal audit services (provided via our
    subsidiary Resources Audit Solutions), 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 services, such as strategic sourcing
    efforts, contract negotiations and purchasing strategy;
    actuarial services for pension and life insurance companies;
    human capital services, such as change management and
    compensation program design and implementation; and
    legal and regulatory services, such as providing attorneys,
    paralegals and contract managers to assist clients (including
    law firms) with project-based or peak period needs.             33




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##### Table of Contents



Critical
    Accounting Policies
      Valuation of long-lived assets
  Contingent consideration
   34




---



##### Table of Contents



Allowance for doubtful accounts
  Income taxes
  Revenue recognition
  Stock-based compensation
   35




---



##### Table of Contents



Year Ended

Year EndedMay 29,

May 30,2010

2009Expected volatility

42.5% - 45.0%

40.6% - 43.6%Risk-free interest rate

2.2% - 3.2%

1.7% - 3.6%Expected dividends

0.0%

0.0%Expected life

5.1 - 6.9 years

5.1 - 6.7 years       Results
    of Operations
    For the Years EndedMay 29,


May 30,


May 31,2010


2009


2008(1)(Amounts in thousands)Revenue

$
498,998


$
685,576


$
840,285Direct cost of services


303,768



422,171



518,413Gross profit


195,230



263,405



321,872Selling, general and administrative expenses


182,985



212,680



227,853Employee portion of contingent consideration expense


500







Contingent consideration expense


1,492







Amortization of intangible assets


3,496



1,383



1,114Depreciation expense


8,544



8,898



8,452(Loss) income from operations


(1,787
)


40,444



84,453Interest income


(656
)


(1,593
)


(5,603
)(Loss) income before provision for income taxes


(1,131
)


42,037



90,056Provision for income taxes


10,618



24,273



40,871Net (loss) income

$
(11,749
)

$
17,764


$
49,185     (1)
    
    The fiscal year ended May 31, 2008 was comprised of
    53 weeks. All other years presented were comprised of
    52 weeks. 36




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##### Table of Contents



2010


2009


2008Revenue


100.0
%


100.0
%


100.0
%Direct cost of services


60.9



61.6



61.7Gross profit


39.1



38.4



38.3Selling, general and administrative expenses


36.7



31.0



27.1Employee portion of contingent consideration expense


0.1







Contingent consideration expense


0.3







Amortization of intangible assets


0.7



0.2



0.1Depreciation expense


1.7



1.3



1.0(Loss) income from operations


(0.4
)


5.9



10.1Interest income


(0.1
)


(0.2
)


(0.7
)(Loss) income before provision for income taxes


(0.3
)


6.1



10.8Provision for income taxes


2.1



3.5



4.9Net (loss) income


(2.4
)%


2.6
%


5.9
%     For the Years EndedMay 29,


May 30,


May 31,2010


2009


2008(1)(Amounts in thousands)Net (loss) income

$
(11,749
)

$
17,764


$
49,185Adjustments:Amortization of intangible assets


3,496



1,383



1,114Depreciation expense


8,544



8,898



8,452Interest income


(656
)


(1,593
)


(5,603
)Provision for income taxes


10,618



24,273



40,871EBITDA


10,253



50,725



94,019Stock-based compensation expense


15,493



17,790



22,386Contingent consideration expense


1,492







Adjusted EBITDA

$
27,238


$
68,515


$
116,405Revenue

$
498,998


$
685,576


$
840,285Adjusted EBITDA margin


5.5
%


10.0
%


13.9
%     (1)
    
    The fiscal year ended May 31, 2008 was comprised of
    53 weeks. All other years presented were comprised of
    52 weeks.   37




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##### Table of Contents




    Although depreciation and amortization are non-cash charges, the
    assets being depreciated and amortized will often have to be
    replaced in the future and Adjusted EBITDA does not reflect any
    cash requirements for such replacements;
    Equity based compensation is an element of our long-term
    incentive compensation program, although we exclude it as an
    expense when evaluating our ongoing operating performance for a
    particular period; and
    Other companies in our industry may calculate Adjusted EBITDA
    differently than we do, limiting its usefulness as a comparative
    measure.    Year
    Ended May 29, 2010 Compared to Year Ended May 30,
    2009
    Revenue.
     38




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##### Table of Contents



Revenue for the YearEnded





% of TotalMay 29,


May 30,


%


May 29,


May 30,2010


2009


Change


2010


2009North America

$
384,535


$
501,139



(23.3
)%


77.1
%


73.1
%Europe


89,225



148,196



(39.8
)%


17.9
%


21.6
%Asia Pacific


25,238



36,241



(30.4
)%


5.0
%


5.3
%Total

$
498,998


$
685,576



(27.2
)%


100.0
%


100.0
%   non-U.S. based
    Direct Cost of Services.
    Selling, General and Administrative
    Expenses.
 39




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##### Table of Contents



Employee Portion of Contingent Consideration Expense and
    Contingent Consideration Expense.
  Amortization and Depreciation
    Expense.
    Interest Income. held-to-maturity
  Income Taxes.
   40




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##### Table of Contents



Year
    Ended May 30, 2009 Compared to Year Ended May 31,
    2008
    Revenue.
      Revenue for the YearEnded





% of TotalMay 30,


May 31,


%


May 30,


May 31,2009


2008


Change


2009


2008North America

$
501,139


$
627,914



(20.2
)%


73.1
%


74.7
%Europe


148,196



171,728



(13.7
)%


21.6
%


20.4
%Asia Pacific


36,241



40,643



(10.8
)%


5.3
%


4.9
%Total

$
685,576


$
840,285



(18.4
)%


100.0
%


100.0
%     Direct Cost of Services.
 41




---



##### Table of Contents



Selling, General and Administrative
    Expenses.
    Amortization and Depreciation
    Expense.
    Interest Income.
  Income Taxes.
 42




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##### Table of Contents



Quarterly
    Results
    Quarters EndedMay 29,


Feb. 27,


Nov. 28,


Aug. 29,


May 30,


Feb. 28,


Nov. 29,


Aug. 30,2010


2010


2009


2009


2009


2009


2008


2008(In thousands, except net (loss) income per common share)CONSOLIDATED STATEMENTS OF OPERATIONS DATA(unaudited):Revenue

$
133,905


$
125,304


$
121,526


$
118,263


$
132,049


$
155,989


$
190,233


$
207,305Direct cost of services


78,523



76,949



75,172



73,124



81,595



97,988



116,122



126,466Gross profit


55,382



48,355



46,354



45,139



50,454



58,001



74,111



80,839Selling, general and administrative expenses(1),(2)


43,004



44,101



44,243



51,637



50,984



50,803



54,380



56,513Employee portion of contingent consideration(3)


500



























Contingent consideration expense(3)


704



788























Amortization of intangible assets


1,305



1,360



438



393



455



271



275



382Depreciation expense


2,021



2,152



2,171



2,200



2,110



2,185



2,263



2,340Income (loss) from operations


7,848



(46
)


(498
)


(9,091
)


(3,095
)


4,742



17,193



21,604Interest income


(132
)


(178
)


(167
)


(179
)


(239
)


(458
)


(380
)


(516
)Income (loss) before provision for income taxes


7,980



132



(331
)


(8,912
)


(2,856
)


5,200



17,573



22,120Provision (benefit) for income taxes(4)


5,666



5,097



1,581



(1,726
)


3,428



3,120



8,097



9,628Net income (loss)

$
2,314


$
(4,965
)

$
(1,912
)

$
(7,186
)

$
(6,284
)

$
2,080


$
9,476


$
12,492Net income (loss) per common share(5):Basic

$
0.05


$
(0.11
)

$
(0.04
)

$
(0.16
)

$
(0.14
)

$
0.05


$
0.21


$
0.28Diluted

$
0.05


$
(0.11
)

$
(0.04
)

$
(0.16
)

$
(0.14
)

$
0.05


$
0.21


$
0.27     (1)
    
    The quarter ended August 29, 2009 includes
    $4.8 million in severance costs and $2.2 million of
    accelerated compensation expense from the vesting of certain
    stock option grants related to the resignation of two senior
    executives. 43




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##### Table of Contents



(2)
    
    The quarter ended May 30, 2009 includes $3.6 million
    of expenses incurred for a reduction in headcount of management
    and administrative personnel as well as consolidation of seven
    offices.(3)
    
    The quarter ended May 29, 2010 includes $500,000 an
    estimate of contingent consideration potentially payable to
    employees related to the Sitrick Brincko Group acquisition. The
    quarters ended May 29, 2010 and February 27, 2010
    include $704,000 and $788,000, respectively, related to the
    recognition of the change in the fair value of the contingent
    consideration liability associated with the acquisition of
    Sitrick Brincko Group. See Note 3 
    Acquisitions  to the Consolidated
    Financial Statements.(4)
    
    The quarters ended May 29, 2010, February 27, 2010 and
    May 30, 2009 include valuation allowances of $788,000,
    $3.9 million and $2.4 million, respectively, provided
    on deferred tax assets, including certain foreign operating loss
    carryforwards and, for the quarter ended May 30, 2009,
    $1.1 million related to the forgiveness of certain French
    subsidiary intercompany debt, reducing our French entitys
    operating loss carryforwards.(5)
    
    Net income (loss) 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 (loss) per
    common share amount.  quarter-to-quarter
  Liquidity
    and Capital Resources
      Payments Due by PeriodLess than








More thanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 Years(Amounts in thousands)Operating lease obligations

$
42,921


$
11,170


$
14,165


$
8,586


$
9,000Purchase obligations

$
1,661


$
979


$
655


$
27


$
      44




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##### Table of Contents



Acquisitions
        Off-Balance
    Sheet Arrangements
   45




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Summary of Significant
    Accounting Policies
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Interest Rate Risk.
  Foreign Currency Exchange Rate Risk. non-United
  non-United non-United
   46




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##### Table of Contents



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


48Consolidated Balance Sheets as of May 29,
    2010 and May 30, 2009


49Consolidated Statements of Operations for each of
    the three years in the period ended May 29, 2010


50Consolidated Statements of Stockholders
    Equity and Comprehensive Income for each of the three years in
    the period ended May 29, 2010


51Consolidated Statements of Cash Flows for each of
    the three years in the period ended May 29, 2010


52Notes to Consolidated Financial Statements


53  47




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  
  Internal
    Control  Integrated Framework Controls and Procedures
           48




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    BALANCE SHEETS
  May 29,


May 30,2010


2009(Amounts in thousands, except par value per share)ASSETSCurrent assets:Cash and cash equivalents

$
130,659


$
143,247Short-term investments


10,246



20,494Trade accounts receivable, net of allowance for doubtful
    accounts of $5,193 and $5,597 as of May 29, 2010 and
    May 30, 2009, respectively


73,936



68,157Prepaid expenses and other current assets


4,698



4,057Income taxes receivable


4,575



10,687Deferred income taxes


7,107



10,162Total current assets


231,221



256,804Goodwill


172,632



111,084Intangible assets, net


12,425



6,259Property and equipment, net


29,354



34,934Deferred income taxes


25,846



1,364Other assets


1,722



1,574Total assets

$
473,200


$
412,019LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
14,606


$
15,267Accrued salaries and related obligations


37,949



48,753Other liabilities


5,194



4,431Total current liabilities


57,749



68,451Other long-term liabilities, including estimated contingent
    consideration of $59,792 and $0 as of May 29, 2010 and
    May 30, 2009, respectively


62,210



2,411Deferred income taxes






3,240Total liabilities


119,959



74,102Commitments and contingencies (Note 14)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; 54,267 and 53,474 shares issued, and 46,265 and
    45,140 shares outstanding as of May 29, 2010 and
    May 30, 2009, respectively


543



535Additional paid-in capital


306,413



282,769Accumulated other comprehensive loss


(4,584
)


(307
)Retained earnings


232,034



248,269Treasury stock at cost, 8,002 and 8,334 shares at
    May 29, 2010 and May 30, 2009, respectively


(181,165
)


(193,349
)Total stockholders equity


353,241



337,917Total liabilities and stockholders equity

$
473,200


$
412,019    49




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  For the Years EndedMay 29,


May 30,


May 31,2010


2009


2008(Amounts in thousands, except net (loss) income per common
    share)Revenue

$
498,998


$
685,576


$
840,285Direct cost of services


303,768



422,171



518,413Gross profit


195,230



263,405



321,872Selling, general and administrative expenses


182,985



212,680



227,853Employee portion of contingent consideration


500







Contingent consideration expense


1,492







Amortization of intangible assets


3,496



1,383



1,114Depreciation expense


8,544



8,898



8,452(Loss) income from operations


(1,787
)


40,444



84,453Interest income


(656
)


(1,593
)


(5,603
)(Loss) income before provision for income taxes


(1,131
)


42,037



90,056Provision for income taxes


10,618



24,273



40,871Net (loss) income

$
(11,749
)

$
17,764


$
49,185Net (loss) income per common shareBasic

$
(0.26
)

$
0.39


$
1.06Diluted

$
(0.26
)

$
0.39


$
1.03Weighted average common shares outstandingBasic


45,894



45,018



46,545Diluted


45,894



45,726



47,934    50




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##### Table of Contents



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








Other





TotalCommon Stock


Paid-in


Treasury Stock


Comprehensive


Retained


StockholdersShares


Amount


Capital


Shares


Amount


(Loss) Gain


Earnings


Equity(Amounts in thousands)Balances as of May 26, 2007


50,731


$
507


$
199,741



2,954


$
(82,206
)

$
2,629


$
242,628


$
363,299Exercise of stock options


1,168



12



14,497



















14,509Stock-based compensation expense related to share-based awards
    and employee stock purchases










22,386



















22,386Tax benefit from employee stock option plans










3,911



















3,911Issuance of common stock under Employee Stock Purchase Plan


405



4



7,910



















7,914Issuance of treasury stock for Compliance Solutions (UK) Ltd.
    transaction










777



(67
)


1,375











2,152Purchase of shares














4,763



(102,065
)










(102,065
)Cancellation of treasury stock


(10
)






(189
)


(10
)


189











Cash dividends $1.25 per share


























(60,652
)


(60,652
)Cumulative impact from adoption of FASB Interpretation
    No. 48


























(656
)


(656
)Comprehensive Income:Currency translation adjustment






















5,905







5,905Net income for the year ended May 31, 2008


























49,185



49,185Total comprehensive income






























55,090Balances as of May 31, 2008


52,294



523



249,033



7,640



(182,707
)


8,534



230,505



305,888Exercise of stock options


624



6



7,594



















7,600Stock-based compensation expense related to share-based awards
    and employee stock purchases










17,790



















17,790Tax benefit from employee stock option plans










420



















420Issuance of common stock under Employee Stock Purchase Plan


545



5



8,024



















8,029Release of restricted stock


11



1



249



















250Issuance of treasury stock for acquisitions










(361
)


(87
)


1,621











1,260Issuance of treasury per employment agreements










20



(4
)


78











98Purchase of shares














785



(12,341
)










(12,341
)Comprehensive Income:Currency translation adjustment






















(8,841
)






(8,841
)Net income for the year ended May 30, 2009


























17,764



17,764Total comprehensive income






























8,923Balances as of May 30, 2009


53,474



535



282,769



8,334



(193,349
)


(307
)


248,269



337,917Exercise of stock options


419



4



4,517



















4,521Stock-based compensation expense related to share-based awards
    and employee stock purchases










15,437



















15,437Issuance of restricted stock


4







56



















56Tax shortfall from employee stock option plans










(1,127
)


















(1,127
)Issuance of common stock under Employee Stock Purchase Plan


370



4



5,276



















5,280Issuance of treasury stock for Sitrick Brincko Group acquisition










(496
)


(822
)


21,119







(4,486
)


16,137Issuance of treasury stock under employment agreements










(19
)


(6
)


107











88Purchase of shares














496



(9,042
)










(9,042
)Comprehensive Loss:Currency translation adjustment






















(4,277
)






(4,277
)Net loss for the year ended May 29, 2010


























(11,749
)


(11,749
)Total comprehensive loss






























(16,026
)Balances as of May 29, 2010


54,267


$
543


$
306,413



8,002


$
(181,165
)

$
(4,584
)

$
232,034


$
353,241    51




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years EndedMay 29,


May 30,


May 31,2010


2009


2008(Amounts in thousands)Cash flows from operating activities:Net (loss) income

$
(11,749
)

$
17,764


$
49,185Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


12,040



10,281



9,566Stock-based compensation expense related to employee stock
    options and employee stock purchases


15,493



17,790



22,386Contingent consideration expense


1,492







Excess tax benefits from stock-based compensation


(657
)


(524
)


(2,331
)Bad debt expense






1,824



738Loss on disposal of assets


168



536



Deferred income tax benefit


(1,263
)


(858
)


(7,242
)Changes in operating assets and liabilities, net of effect of
    acquisitions:Trade accounts receivable


(593
)


52,450



(13,234
)Prepaid expenses and other current assets


(848
)


1,597



701Income taxes


4,879



(9,291
)


(3,910
)Other assets


59



92



(853
)Accounts payable and accrued expenses


(772
)


(3,660
)


(1,847
)Accrued salaries and related obligations


(11,400
)


(13,814
)


1,105Other liabilities


843



(7,875
)


3,150Net cash provided by operating activities


7,692



66,312



57,414Cash flows from investing activities:Redemption of long-term investments










55,000Purchase of long-term investments










(14,000
)Redemption of short-term investments


53,996



76,000



79,000Purchase of short-term investments


(43,748
)


(70,494
)


(44,000
)Business acquisitions, net of cash acquired


(28,262
)


(5,292
)


(27,569
)Purchases of property and equipment


(3,380
)


(5,898
)


(11,333
)Net cash (used in) provided by investing activities


(21,394
)


(5,684
)


37,098Cash flows from financing activities:Proceeds from exercise of stock options


4,521



7,600



14,509Proceeds from issuance of common stock under Employee Stock
    Purchase Plan


5,280



8,028



7,914Purchase of common stock


(9,042
)


(12,341
)


(102,065
)Excess tax benefits from stock-based compensation


657



524



2,331Cash dividends paid










(60,652
)Net cash provided by (used in) financing activities


1,416



3,811



(137,963
)Effect of exchange rate changes on cash


(302
)


(2,006
)


3,170Net (decrease) increase in cash


(12,588
)


62,433



(40,281
)Cash and cash equivalents at beginning of period


143,247



80,814



121,095Cash and cash equivalents at end of period

$
130,659


$
143,247


$
80,814    52




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##### 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
    Contingent
    Consideration
  Acquisitions
   53




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Client
    Reimbursements of
    Out-of-Pocket
    Expenses
  out-of-pocket
  Foreign
    Currency Translation
    Per
    Share Information
      2010


2009


2008Net (loss) income

$
(11,749
)

$
17,764


$
49,185Basic:Weighted average shares


45,894



45,018



46,545Diluted:Weighted average shares


45,894



45,018



46,545Potentially dilutive shares






708



1,389Total dilutive shares


45,894



45,726



47,934Net (loss) income per share:Basic

$
(0.26
)

$
0.39


$
1.06Diluted

$
(0.26
)

$
0.39


$
1.03    54




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Short-Term
    Investments
      As of May 29, 2010

As of May 30, 2009Gross





GrossUnrealized





UnrealizedHolding

Fair



Holding

FairCost

Loss

Value

Cost

Loss

ValueCommercial paper

$
10,000


$
(4
)

$
9,996


$
15,000


$
(6
)

$
14,994U.S. Government agency bonds

$



$



$



$
5,000


$
(1
)

$
4,999Certificates of deposit

$
250


$



$
250


$
494


$



$
494   Allowance
    for Doubtful Accounts
      Beginning

Charged to



EndingBalance

Operations

Write-offs

BalanceYears Ended:May 31, 2008

$
4,588


$
738


$
(1,350
)

$
3,976May 30, 2009

$
3,976


$
1,824


$
(203
)

$
5,597May 29, 2010

$
5,597


$



$
(404
)

$
5,193   Property
    and Equipment
    Building

30 yearsFurniture

5 to 10 yearsLeasehold improvements

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

3 to 5 years  55




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Intangible
    Assets and Goodwill
    Intangible Assets and
    Goodwill
  Stock-Based
    Compensation
      Stock Based Compensation Plans
  Income
    Taxes
   56




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recently
    Adopted Accounting Standards
  Fair
    Value Measurement of Liabilities
    Accounting
    Standards Codification
    Assets
    Acquired and Liabilities Assumed in a Business
    Combination
    Recognition
    and Presentation of
    Other-Than-Temporary
    Impairments
  other-than-temporary other-than-temporary
  Useful
    Lives of Recognized Intangible Assets
   57




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Noncontrolling
    Interests
    Business
    Combinations
    Recent
    Accounting Pronouncements
    Use of
    Estimates
    3.
    Acquisitions  Acquisition
    of Sitrick Brincko Group
   58




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             59




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Pro Forma Year

Pro Forma YearEnded May 29,

Ended May 30,2010

2009Revenue

$
512,237


$
711,629Net (loss) income

$
(10,085
)

$
21,819             Cash

$
28,750Common stock  822,060 shares @ $19.63 (closing
    price on acquisition date)


16,137Estimated contingent consideration, net of amount allocable to
    Sitrick Brincko Group employees


57,820Total

$
102,707  60




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash and cash equivalents

$
302Accounts receivable


6,232Prepaid expenses and other current assets


281Intangible assets


10,050Property and equipment, net


120Other assets


124Total identifiable assets


17,109Accounts payable and accrued expenses


199Accrued salaries and related obligations


1,638Other current liabilities


755Total liabilities assumed


2,592Net identifiable assets acquired


14,517Goodwill ($64,490) and deferred tax assets ($23,700)


88,190Net assets acquired

$
102,707   Acquisitions
    in fiscal 2009
             61




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Property
    and Equipment    As of May 29,


As of May 30,2010


2009Building and land

$
12,935


$
12,935Computers, equipment and software


18,827



18,023Leasehold improvements


21,461



22,454Furniture


9,864



9,85263,087



63,264Less accumulated depreciation and amortization


(33,733
)


(28,330
)$
29,354


$
34,934   5.
    Intangible
    Assets and Goodwill    As of May 29, 2010


As of May 30, 2009Accumulated








AccumulatedGross


Amortization


Net


Gross


Amortization


NetCustomer relationships (2-7 years)

$
17,684


$
(9,372
)

$
8,312


$
12,492


$
(6,874
)

$
5,618Consultant and customer database
    (1-5 years)


2,305



(2,051
)


254



2,378



(1,938
)


440Non-compete agreements
    (1-5 years)


3,207



(504
)


2,703



211



(92
)


119Trade name and trademark (5 years)


1,281



(125
)


1,156



82







82Total

$
24,477


$
(12,052
)

$
12,425


$
15,163


$
(8,904
)

$
6,259    62




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years EndedMay 29,


May 30,2010


2009Goodwill, beginning of year

$
111,084


$
107,761Acquisitions


64,284



5,662Impact of foreign currency exchange rate changes


(2,736
)


(2,339
)Goodwill, end of year

$
172,632


$
111,084   6.
    Income
    Taxes    For the Years EndedMay 29,


May 30,


May 31,2010


2009


2008CurrentFederal

$
10,661


$
18,060


$
33,277State


2,249



4,493



8,245Foreign


(1,161
)


2,232



6,38411,749



24,785



47,906DeferredFederal


(2,223
)


(1,605
)


(3,560
)State


(393
)


(381
)


(697
)Foreign


1,485



1,474



(2,778
)(1,131
)


(512
)


(7,035
)$
10,618


$
24,273


$
40,871     For the Years EndedMay 29,


May 30,


May 31,2010


2009


2008Domestic

$
18,627


$
42,874


$
79,958Foreign


(19,758
)


(837
)


10,098$
(1,131
)

$
42,037


$
90,056  63




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years EndedMay 29,


May 30,


May 31,2010


2009


2008Statutory tax rate


35.0
%


35.0
%


35.0
%State taxes, net of federal benefit


(106.8
)%


6.3
%


5.3
%Non-U.S.
    rate adjustments


(158.7
)%


1.0
%


(0.1
)%Stock options


(148.4
)%


5.6
%


3.9
%Valuation allowance


(510.8
)%


5.9
%


Foreign intercompany debt forgiveness






2.6
%


Permanent items, primarily meals and entertainment


(50.2
)%


4.0
%


1.1
%Other, net


1.1
%


(2.7
)%


0.2
%Effective tax rate


(938.8
)%


57.7
%


45.4
%       May 29,


May 30,2010


2009Deferred tax assets:Allowance for doubtful accounts

$
1,897


$
2,038Accrued compensation


2,754



3,504Accrued expenses


4,175



4,833Stock options and restricted stock


11,559



8,855Contingent purchase consideration


25,011



Net operating losses


9,253



5,745Property and equipment


2,544



1,632Gross deferred tax asset


57,193



26,607Valuation allowance


(7,523
)


(2,432
)Gross deferred tax asset, net of valuation allowance


49,670



24,175Deferred tax liabilities:Goodwill and intangibles


(15,076
)


(15,805
)State taxes


(1,641
)


(84
)Total deferred tax liabilities


(16,717
)


(15,889
)Net deferred tax asset

$
32,953


$
8,286      64




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##### Table of Contents



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


Charged to


Translation


EndingBalance


Operations


Charges


BalanceYears Ended:May 31, 2008

$



$



$



$
May 30, 2009

$



$
2,351


$
81


$
2,432May 29, 2010

$
2,432


$
5,661


$
(570
)

$
7,523         For the Years EndedMay 29,


May 30,2010


2009Unrecognized tax benefits, beginning of year

$
1,046


$
776Gross increases-tax positions in prior period


76



440Gross decreases-tax positions in prior periods






Gross increases-current period tax positions


39



47Settlements






Lapse of statute of limitations


(102
)


(217
)Unrecognized tax benefits, end of year

$
1,059


$
1,046      65




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    Selling,
    General and Administrative Expenses and Restructuring        Reduction in


Leasehold


LeasePersonnel


Write-offs


Abandonment


TotalAccrual balance as of June 1, 2008

$



$



$



$
Restructuring charges


2,821



306



508



3,635Cash payments


(2,169
)






(30
)


(2,199
)Write-off of assets






(306
)






(306
)Accrual balance as of May 30, 2009


652







478



1,130Change in estimate


(112
)






(10
)


(122
)Cash payments


(544
)






(243
)


(787
)Exchange rate fluctuations


8











8Accrual balance as of May 29, 2010

$
4


$



$
225


$
229   8.
    Accrued
    Salaries and Related Obligations    May 29,


May 30,2010


2009Accrued salaries and related obligations

$
11,448


$
17,331Accrued bonuses


13,275



17,248Accrued vacation


13,226



14,174$
37,949


$
48,753  66




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Revolving
    Credit Agreement    10.
    Concentrations
    of Credit Risk      11.
    Stockholders
    Equity         67




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    Benefit
    Plan    13.
    Supplemental
    Disclosure of Cash Flow Information    Years EndedMay 29,

May 30,

May 31,2010

2009

2008Income taxes paid

$
9,724


$
35,105


$
50,267Non-cash investing and financing activities:Acquisition of Sitrick Brincko Group (2010), Kompetensslussen
    (2009), Limbus (2009) and Compliance Solutions (2008):Issuance of common stock

$
16,137


$
1,260


$
2,152Liability for contingent consideration

$
59,292


$



$
  68




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Commitments
    and Contingencies  Lease
    Commitments and Purchase Obligations
    Operating


PurchaseYears Ending:

Leases


ObligationsMay 28, 2011

$
11,170


$
979May 26, 2012


7,709



511May 25, 2013


6,456



144May 31, 2014


4,689



25May 30, 2015


3,897



2Thereafter


9,000



Total

$
42,921


$
1,661       Employment
    Agreements
    Legal
    Proceedings
    15.
    Stock
    Based Compensation Plans  2004
    Performance Incentive Plan
   69




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        two-for-one
   70




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock OptionsOutstandingShare-Based


Number of


WeightedAwards


Shares


AverageAvailable


Under


Exercisefor Grant


Option


PriceOptions outstanding at May 26, 2007


1,494



9,186


$
20.88Granted, at fair market value


(1,264
)


1,264


$
20.14Exercised






(1,168
)

$
12.42Forfeited


810



(810
)

$
26.33Options outstanding at May 31, 2008


1,040



8,472


$
21.41Granted, at fair market value


(1,577
)


1,577


$
15.82Restricted Stock(1)


(13
)






Additional options available for grant


2,000







Exercised






(629
)

$
12.17Forfeited


907



(907
)

$
25.39Options outstanding at May 30, 2009


2,357



8,513


$
20.63Granted, at fair market value


(1,091
)


1,091


$
18.10Restricted Stock(1)


(14
)






Exercised






(419
)

$
10.80Forfeited


699



(699
)

$
24.01Options outstanding at May 29, 2010


1,951



8,486


$
20.51     (1)
    
    Amounts represent restricted shares granted. Share-based awards
    available for grant are reduced by 2.5 shares for each
    share awarded as stock grants from the 2004 Plan.    WeightedWeighted

AverageAverage

Remaining

AggregateNumber

Exercise

Life

IntrinsicOutstanding

Price

(Years)

ValueOutstanding


8,486


$
20.51



6.26


$
7,487Exercisable


5,904


$
21.19



5.18


$
6,345      71




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employee
    Stock Purchase Plan
    Valuation
    and Expense Information for Stock Based Compensation
    Plans
    Years EndedMay 29,


May 30,


May 31,2010


2009


2008Income before income taxes

$
(15,493
)

$
(17,790
)

$
(22,386
)Net income

$
(11,261
)

$
(13,479
)

$
(17,726
)Net income per share:Basic

$
(0.25
)

$
(0.30
)

$
(0.38
)Diluted

$
(0.25
)

$
(0.29
)

$
(0.37
)     Year Ended

Year Ended

Year EndedMay 29, 2010

May 30, 2009

May 31, 2008Expected volatility

42.5% - 45.0%

40.6% - 43.6%

39.9%Risk-free interest rate

2.2% - 3.2%

1.7% - 3.6%

2.6% - 4.9%Expected dividends

0.0%

0.0%

0.0%Expected life

5.1 - 6.9 years

5.1 - 6.7 years

5.2 years      72




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      16.
    Segment
    Information and Enterprise Reporting    -Summary of Significant Accounting Policies
  Revenue for the Years Ended


Long-Lived Assets as of(1)May 29,


May 30,


May 31,


May 29,


May 30,2010


2009


2008


2010


2009United States

$
373,617


$
488,392


$
612,427


$
184,524


$
115,458The Netherlands


40,674



76,889



84,601



25,615



31,129Other


84,707



120,295



143,257



4,272



5,690Total

$
498,998


$
685,576


$
840,285


$
214,411


$
152,277     (1)
    
    Long-lived assets are comprised of goodwill, intangible assets,
    building and land, computers, equipment and software and
    furniture and leasehold improvements.  17.
    Subsequent
    Event   73




---



##### 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(b) Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f).
    Internal Control 
    Integrated Framework
      Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION.   74




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Executive
    Officers and Directors
      ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.        Number of SecuritiesNumber of Securities



Remaining Available forto Be Issued Upon

Weighted Average

Future Issuance UnderExercise of Outstanding

Exercise Price of

Equity Compensation PlansOptions, Warrants

Outstanding Options,

(Excluding Securitiesand Rights

Warrants and Rights

Reflected in Column (a))(a)

(b)

(c)Equity compensation plans approved by security holders


8,486,414


$
20.51



3,943,251
(1)Equity compensation plans not approved by security holders










Total


8,486,414


$
20.51



3,943,251  75




---



##### Table of Contents



(1)
    
    Consists of 1,992,000 shares available for issuance under
    the Companys Employee Stock Purchase Plan and
    1,951,251 shares available for issuance under the
    Companys 2004 Performance Incentive Plan. Shares 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.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTING 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 29, 2010 and
    May 30, 2009Consolidated Statements of Operations for each of the three
    years in the period ended May 29, 2010Consolidated Statements of Stockholders Equity and
    Comprehensive Income (Loss) for each of the three years in the
    period ended May 29, 2010Consolidated Statements of Cash Flows for each of the three
    years in the period ended May 29, 2010Notes to Consolidated Financial Statements   Financial Statement Schedules
  Schedule II-Valuation
    Exhibits.
 76




---



##### Table of Contents



EXHIBITS TO
    FORM 10-K
  ExhibitNumber

Description of Document2
.1

Membership Interest Purchase Agreement, dated as of
    October 29, 2009, by and among Resources Connection, Inc.,
    Sitrick And Company, Michael S. Sitrick, Brincko Associates,
    Inc., and John P. Brincko (incorporated by reference to
    Exhibit 2.1 of Resources Connection Inc.s Current
    Report on
    Form 8-K,
    filed on October 29, 2009).2
.2

Goodwill Purchase Agreement, dated as of October 29, 2009,
    by and between Resources Connection, Inc. and Michael S. Sitrick
    (incorporated by reference to Exhibit 2.2 of Resources
    Connection, Inc.s Current Report on
    Form 8-K,
    filed on October 29, 2009).3
.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 3.2 to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended February 29, 2008).4
.1

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
.2

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
.3

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
.4

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
.3+

Resources Connection, Inc. Employee Stock Purchase Plan
    (incorporated by reference to Annex B to the Companys
    Proxy Statement filed with the SEC pursuant to
    Section 14(a) of the Exchange Act on September 11, 200810
.4

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
.5+

Amended and Restated Employment Agreement, dated June 1,
    2008, between Resources Connection, Inc. and Donald B. Murray
    (incorporated by reference to Exhibit 10.2 to the
    Registrants
    Form 8-K
    filing of June 3, 2008).10
.6+

Resources Connection, Inc. 2004 Performance Incentive Plan
    (incorporated by reference to Annex A to the Companys
    Proxy Statement filed with the SEC pursuant to
    Section 14(a) of the Exchange Act on September 11,
    2008.10
.7+

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).10
.8+

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
.9+

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). 77




---



##### Table of Contents



ExhibitNumber

Description of Document10
.10

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
.11

Sublease Agreement, dated January 21, 2010, between
    OMelveny & Myers LLP and Resources Connection Inc.
    DBA Resources Global Professionals.*10
.12

Loan Agreement, dated November 30, 2009, by and among Resources
    Connection, Inc., Resources Connection LLC and Bank of America,
    N.A.*10
.13+

Sample Restricted Stock Award Agreement (incorporated by
    reference to Exhibit 99.3 to the Registrants
    Form 8-K
    filing of July 15, 2005).10
.14

Employment Agreement, dated July 17, 2008, between
    Resources Connection, Inc. and Kate W. Duchene (incorporated by
    reference to Exhibit 10.1 to the Registrants
    Form 8-K
    filing of July 21, 2008)10
.15

Employment Agreement, dated July 17, 2008, between
    Resources Connection, Inc. and Nathan W. Franke (incorporated by
    reference to Exhibit 10.2 to the Registrants
    Form 8-K
    filing of July 21, 2008)10
.16

Employment Agreement, dated July 17, 2008, between
    Resources Connection, Inc. and Anthony Cherbak (incorporated by
    reference to Exhibit 10.3 to the Registrants
    Form 8-K
    filing of July 21, 2008)10
.17

Form of Indemnification Agreement between the Registrant and
    each of its directors and executive officers (incorporated by
    reference to Exhibit 10.26 to the Registrants
    Form 10-K
    for the year ended May 31, 2008.10
.18

Severance and General Release Agreement, dated as of
    July 22, 2009, by and between Thomas D. Christopoul and
    Resources Connection, Inc. (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on July 23, 2009).21
.1

List of Subsidiaries.*23
.1

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

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*31
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*32
.1

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

Rule 1350 Certification of Chief Financial Officer.*     *
    
    Filed herewith+
    
    Indicates a management contract or compensatory plan or
    arrangement. 78




---



##### 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/  Nathan
    W. Franke   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

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

July 26, 2010/s/  Nathan
    W. FrankeNathan
    W. Franke

Chief Financial Officer and
    Executive Vice President 
    (Principal Financial Officer and
    Principal Accounting Officer)

July 26, 2010/s/  Anthony
    CherbakAnthony
    Cherbak

Chief Operating Officer, Executive Vice President and Director

July 26, 2010/s/  Susan
    J. CrawfordSusan
    J. Crawford

Director

July 26, 2010/s/  Neil
    DimickNeil
    Dimick

Director

July 26, 2010/s/  Robert
    KistingerRobert
    Kistinger

Director

July 26, 2010/s/  A.
    Robert PisanoA.
    Robert Pisano

Director

July 26, 2010/s/  Anne
    ShihAnne
    Shih

Director

July 26, 2010/s/  Jolene
    Sykes SarkisJolene
    Sykes Sarkis

Director

July 26, 2010/s/  Michael
    H. WargotzMichael
    H. Wargotz

Director

July 26, 2010  79




---



##### Table of Contents



EXHIBIT INDEX
  EXHIBITS TO
    FORM 10-K
  ExhibitNumber

Description of Document2
.1

Membership Interest Purchase Agreement, dated as of
    October 29, 2009, by and among Resources Connection, Inc.,
    Sitrick And Company, Michael S. Sitrick, Brincko Associates,
    Inc., and John P. Brincko (incorporated by reference to
    Exhibit 2.1 of Resources Connection Inc.s Current
    Report on
    Form 8-K,
    filed on October 29, 2009).2
.2

Goodwill Purchase Agreement, dated as of October 29, 2009,
    by and between Resources Connection, Inc. and Michael S. Sitrick
    (incorporated by reference to Exhibit 2.2 of Resources
    Connection, Inc.s Current Report on
    Form 8-K,
    filed on October 29, 2009).3
.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 3.2 to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended February 29, 2008).4
.1

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
.2

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
.3

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
.4

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
.3

Resources Connection, Inc. Employee Stock Purchase Plan
    (incorporated by reference to Annex B to the Companys
    Proxy Statement filed with the SEC pursuant to
    Section 14(a) of the Exchange Act on September 11, 200810
.4

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
.5

Amended and Restated Employment Agreement, dated June 1,
    2008, between Resources Connection, Inc. and Donald B. Murray
    (incorporated by reference to Exhibit 10.2 to the
    Registrants
    Form 8-K
    filing of June 3, 2008).10
.6

Resources Connection, Inc. 2004 Performance Incentive Plan
    (incorporated by reference to Annex A to the Companys
    Proxy Statement filed with the SEC pursuant to
    Section 14(a) of the Exchange Act on September 11,
    2008.10
.7

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).10
.8

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
.9

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).




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##### Table of Contents



ExhibitNumber

Description of Document10
.10

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
.11

Sublease Agreement, dated January 21, 2010, between
    OMelveny & Myers LLP and Resources Connection Inc.
    DBA Resources Global Professionals.*10
.12

Loan Agreement, dated November 30, 2009, by and among Resources
    Connection, Inc., Resources Connection LLC and Bank of America,
    N.A.*10
.13

Sample Restricted Stock Award Agreement (incorporated by
    reference to Exhibit 99.3 to the Registrants
    Form 8-K
    filing of July 15, 2005).10
.14

Employment Agreement, dated July 17, 2008, between
    Resources Connection, Inc. and Kate W. Duchene (incorporated by
    reference to Exhibit 10.1 to the Registrants
    Form 8-K
    filing of July 21, 2008)10
.15

Employment Agreement, dated July 17, 2008, between
    Resources Connection, Inc. and Nathan W. Franke (incorporated by
    reference to Exhibit 10.2 to the Registrants
    Form 8-K
    filing of July 21, 2008)10
.16

Employment Agreement, dated July 17, 2008, between
    Resources Connection, Inc. and Anthony Cherbak (incorporated by
    reference to Exhibit 10.3 to the Registrants
    Form 8-K
    filing of July 21, 2008)10
.17

Form of Indemnification Agreement between the Registrant and
    each of its directors and executive officers (incorporated by
    reference to Exhibit 10.26 to the Registrants
    Form 10-K
    for the year ended May 31, 2008.10
.18

Severance and General Release Agreement, dated as of
    July 22, 2009, by and between Thomas D. Christopoul and
    Resources Connection, Inc. (incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on July 23, 2009).21
.1

List of Subsidiaries.*23
.1

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

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*31
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*32
.1

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

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