##### 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
    30,
    2009ORo

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(State or Other Jurisdiction
    of
    Incorporation or Organization)

33-0832424(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. o
  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


16ITEM 1B.


UNRESOLVED STAFF COMMENTS


22ITEM 2.


PROPERTIES


23ITEM 3.


LEGAL PROCEEDINGS


23ITEM 4.


SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


23PART IIITEM 5.


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


24ITEM 6.


SELECTED FINANCIAL DATA


27ITEM 7.


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


28ITEM 7A.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


39ITEM 8.


FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


40ITEM 9.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


64ITEM 9A.


CONTROLS AND PROCEDURES


64ITEM 9B.


OTHER INFORMATION


64PART IIIITEM 10.


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


65ITEM 11.


EXECUTIVE COMPENSATION


65ITEM 12.


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


65ITEM 13.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


66ITEM 14.


PRINCIPAL ACCOUNTING FEES AND SERVICES


66PART IVITEM 15.


EXHIBITS, FINANCIAL STATEMENT SCHEDULES


66EX-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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PART I  ITEM 1.
    BUSINESS.  Overview
    
    finance and accounting services, such as corporate
    restructurings/reorganizations, 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;
    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, contracts 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 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
%     Industry
    Background
  Demand
    for Project Professional Services
    
    strategically access specialized skills and expertise;
    effectively supplement internal resources; 2




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
    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;
    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- 3




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growth company. We seek consultants and management with talent,
    integrity, enthusiasm and loyalty (TIEL) to
    strengthen our team and support our ability to provide clients
    with high-quality services. We believe that our culture has been
    instrumental to our success in hiring and retaining highly
    qualified employees and, in turn, attracting clients.  
    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 needs. 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 needs. We believe that by
    establishing relationships with our clients to solve their
    professional services needs, we are more likely to generate new
    opportunities to serve them. The strength and depth of our
    client relationships is demonstrated by two key statistics:
    1) during fiscal 2009, all of our 50 largest clients used
    more than one service line and 80% of those top 50 clients used
    three or more service lines; and 2) 49 of our largest 50
    clients in fiscal 2006 remained clients in fiscal 2009 and 80%
    of our top 50 clients in 2003 were still clients in 2009.
    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
    2,065 consultants on assignment as of May 30, 2009 and 787
    management and administrative employees. In addition, we have
    ongoing national and local marketing efforts that reinforce the
    Resources Global brand.  Our
    Growth Strategy
    
    Expanding work from existing clients.  A
    principal component of our strategy is to secure additional
    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 as it declined
    from over 2,400 in fiscal 2008 to just over 2,100 in fiscal
    2009. However, we believe we can 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 multi-national companies. 4




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
    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. Our considerations
    when evaluating new professional service offerings include
    cultural fit, growth potential, profitability, cross-marketing
    opportunities and competition.  Consultants
    30-50%
    Clients
      AEGON

Kinetic Concepts, Inc.AIG

MakitaBP

McKesson CorporationConocoPhillips

Reliance PetroleumDelta Air Lines

SONYExpedia, Inc.

SothebysKaiser Permanente

Tyco  5




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Services
    and Products
    Finance
    and Accounting
      
    restatements of previously issued financial statements;
    implementation of new accounting standards;
    post-merger and acquisition integration;
    external financial reporting and internal management reporting;
    financial analyses, such as product costing and margin analyses;
    remediation of internal control weaknesses;
    business process improvement; and
    interim accounting management roles, such as chief financial
    officer, controller and director of accounting.    
    preparation of public filings related to the transactions;
    carve out audits; and
    providing subject matter experts to perform technical research
    of complex accounting transactions, implementations and
    interpretations of pronouncements of the Financial Accounting
    Standards Board (FASB).  Sample Engagement  IFRS Impact
    Analysis:
    Sample Engagement  Transition to
    IFRS:
 6




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Sample Engagement  Development of Single Finance
    System for Joint Venture:
  Sample Engagement  Conversion to Bank Holding
    Company:
  Information
    Management
      
    project management;
    strategic and operational reporting;
    business performance management;
    system
    selection / implementation / optimization / stabilization;
    data conversion and testing;
    business continuity planning;
    business analysis and business process improvement;
    information technology (IT) audit;
    IT strategy and governance;
    interim IT management; and
    change management / communication and training. 7




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Sample Engagement  SAP
    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:
    
    training and communication;
    aligning roles and responsibilities; and
    compensation and motivation strategies. 8




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Human Resources (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.  Human
    Resources 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. 9




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Sample Engagement  Restructuring
    Assistance:
  
    Communication:  Designed mechanisms to
    facilitate timely and effective communication;
    Alignment of roles and
    responsibilities:  Reviewed roles, titles, skills,
    competencies of functional personnel and job scope redesign as
    required. Facilitated efforts of parent and local legal
    departments regarding labor contracts, local work councils and
    applicable local legislation; and
    Compensation and motivation:  Conducted
    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
    implementing and optimizing legal and business policies,
    processes and procedures.  Sample Engagement  Bankruptcy
    Support:
   10




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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
    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
    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 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 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. 11




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
    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 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  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 assisted in a complete
    transformation of the companys internal audit function.
    Resources deployed 42 consultants to eight countries in three
    months to help complete audits of the companys high-risk
    businesses. Resources also assisted with developing a global
    audit plan and initial risk assessment for the companys
    audit committee.
    Sarbanes Compliance The companys
    philosophy of autonomy and local decision making required a
    highly decentralized structure. As a result, over the course of
    several years Resources deployed over 500 consultants in 34
    countries to assist with all aspects of SOX compliance
    including: process documentation, test template design, testing,
    quality assurance, remediation, project management and
    assistance with non-SOX work to allow process owners to gain
    more time for their own SOX involvement.
    Sarbanes Streamlining In each successive year
    of SOX compliance, Resources has worked with the client to
    reduce the time and effort required to comply with the evolving
    standards and processes.  Sample Engagement-Contract Review, Remediation, and Process
    Improvement:
    Supply
    Chain Management
    
    providing qualified supply chain professionals with a variety of
    skill sets and backgrounds who can lead or assist strategic
    sourcing efforts, negotiate contracts, serve as
    commodity/category experts, develop strategies and perform
    tactical procurement activities;
    offering a variety of supply chain management solutions,
    including strategic sourcing, supplier relationship management,
    contracts management, logistics and materials management,
    inventory rationalization, warehouse optimization, lean and Six
    Sigma supply chain expertise, supplier diversity assistance, ERP
    implementations and purchasing card programs; and 12




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
    presenting a variety of onsite training and education seminars
    to keep customers updated on the latest trends and best
    practices in supply chain management.  Sample Engagement  Strategic Sourcing
    Implementation:
  
    Formalize the strategic sourcing process and lead cross
    functional teams for the spend categories;
    Align strategic supplier relationship management methodology to
    corporate goals;
    Develop capital expenditure best in class guidelines
    including total cost of ownership processes;
    Develop service level agreements, establish key performance
    indicators, institute annual supplier productivity goal setting
    and implement performance based contracting; and
    Create training and development strategy for the Companys
    supply chain management staff.  Sample Engagement  End-to-End Current State
    Assessment.
  
    Review of the current state processes, systems, organization,
    and policies for the sourcing, inventory management and
    logistics operations;
    Providing recommendations for future state business processes;
    Identification of short and long-term technology enhancements;
    Providing recommendations on a redesigned supply chain
    management organization;
    Writing of job descriptions for new and changed job
    roles; and
    Development of a business case and implementation plan for each
    recommended change initiative.  policyIQ
  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. 13




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Operations
          Business
    Development
    
    local initiatives focused on existing clients and target
    companies;
    national and international targeting efforts focused on
    multi-national companies;
    brand marketing activities; and
    national and local direct mail programs.   14




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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.    Employees
    Available
    Information
  (714) 430-6400 http://www.resourcesglobal.com. Form 10-K. Form 10-K, Form 10-Q, Form 8-K
  Form 10-K, Form 10-Q, Form 8-K http://www.resourcesglobal.com.
 15




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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.
        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.   16




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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.
    
    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.   17




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The
    increase in our international activities will expose us to
    additional operational challenges that we might not otherwise
    face.
    
    difficulties in staffing and managing foreign offices as a
    result of, among other things, distance, language and cultural
    differences;
    less flexible labor laws and regulations;
    expenses associated with customizing our professional services
    for clients in foreign countries;
    foreign currency exchange rate fluctuations when we sell our
    professional services in denominations other than United
    States dollars;
    protectionist laws and business practices that favor local
    companies;
    political and economic instability in some international markets;
    multiple, conflicting and changing government laws and
    regulations;
    trade barriers;
    reduced protection for intellectual property rights in some
    countries; and
    potentially adverse tax consequences.  We
    have acquired, and may continue to acquire, companies, and these
    acquisitions could disrupt our business.
    
    diversion of managements attention from other business
    concerns;
    failure to integrate the acquired company with our existing
    business;
    failure to motivate, or loss of, key employees from either our
    existing business or the acquired business;
    potential impairment of relationships with our employees and
    clients;
    additional operating expenses not offset by additional revenue;
    incurrence of significant non-recurring charges;
    incurrence of additional debt with restrictive covenants or
    other limitations;
    dilution of our stock as a result of issuing equity
    securities; and
    assumption of liabilities of the acquired company.  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. 18




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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; 19




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##### Table of Contents




    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;
    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;
    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
    occurred during the fiscal year ended May 31, 2008.    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.
     20




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##### Table of Contents



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




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##### Table of Contents



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.
      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.   22




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##### Table of Contents



ITEM 2.
    PROPERTIES.    Birmingham, Alabama

Honolulu, Hawaii

Charlotte, North CarolinaPhoenix, Arizona

Boise, Idaho

Raleigh, North CarolinaCosta Mesa, California

Chicago, Illinois

Cincinnati, OhioIrvine, California

Downers Grove, Illinois

Cleveland, OhioLos Angeles, California

Indianapolis, Indiana

Columbus, OhioSacramento, California

Louisville, Kentucky

Tulsa, OklahomaSanta Clara, California

Baltimore, Maryland

Portland, OregonSan Diego, California

Boston, Massachusetts

Philadelphia, PennsylvaniaSan Francisco, California

Detroit, Michigan

Pittsburgh, PennsylvaniaWalnut Creek, California

Minneapolis, Minnesota

Nashville, TennesseeWoodland Hills, California

Kansas City, Missouri

Austin, TexasDenver, Colorado

St. Louis, Missouri

Dallas, TexasHartford, Connecticut

Las Vegas, Nevada

Fort Worth, TexasStamford, Connecticut

Parsippany, New Jersey

Houston, TexasPlantation, Florida

Princeton, New Jersey

San Antonio, TexasTampa, Florida

Long Island, New York

Seattle, WashingtonAtlanta, Georgia

New York, New York

Milwaukee, WisconsinWashington, D.C. (McLean, Virginia)     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
    Zaltbommel, 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.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   23




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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 2009:First Quarter

$
24.31


$
18.09Second Quarter

$
25.06


$
13.32Third Quarter

$
16.70


$
13.59Fourth Quarter

$
20.01


$
12.87Fiscal 2008:First Quarter

$
35.42


$
29.98Second Quarter

$
31.67


$
20.12Third Quarter

$
20.85


$
15.95Fourth Quarter

$
21.74


$
15.41   Dividend
    Policy
    Issuances
    of Unregistered Securities
   24




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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


ProgramMarch 1, 2009  March 28, 2009





$







$
37,001,511March 29, 2009  April 25, 2009


22,300


$
18.42



22,300


$
36,590,670April 26, 2009  May 30, 2009


50,000


$
19.95



50,000


$
35,593,102Total March 1, 2009  May 30, 2009


72,300


$
19.48



72,300


$
35,593,102  25




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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,
    RUSSELL 2000 AND SIC CODE INDEX
  
  ASSUMES
    $100 INVESTED ON MAY 29, 2004
    ASSUMES DIVIDENDS REINVESTED
  Fiscal Year EndedCompany/Index/Market


5/29/2004


5/28/2005


5/27/2006


5/26/2007


5/31/2008


5/30/2009Resources Connection, Inc.



100.00




93.48




119.66




151.38




102.40




90.31Management Consulting Services (SIC 8742)



100.00




94.61




117.09




151.57




146.03




105.95Russell 2000 Index



100.00




108.52




126.95




148.44




128.78




86.32Business Consulting Services (SIC 8748)



100.00




115.67




90.12




102.94




103.93




78.61  26




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.  Form 10-K. Form 10-K.
  Years EndedMay 30,


May 31,


May 26,


May 27,


May 28,2009


2008(3)


2007


2006


2005(In thousands, except net income per common share and other
    data)Consolidated Statements of Income Data:Revenue

$
685,576


$
840,285


$
735,891


$
633,843


$
537,636Direct cost of services


422,171



518,413



447,363



384,429



324,642Gross profit


263,405



321,872



288,528



249,414



212,994Selling, general and administrative expenses(1)


212,680



227,853



191,590



149,736



116,402Amortization of intangible assets


1,383



1,114



1,472



1,740



1,743Depreciation expense


8,898



8,452



6,122



2,958



2,191Income from operations


40,444



84,453



89,344



94,980



92,658Interest income


(1,593
)


(5,603
)


(8,939
)


(5,015
)


(2,128
)Income before provision for income taxes


42,037



90,056



98,283



99,995



94,786Provision for income taxes(2)


24,273



40,871



43,518



39,398



38,730Net income

$
17,764


$
49,185


$
54,765


$
60,597


$
56,056Net income per common share:Basic

$
0.39


$
1.06


$
1.13


$
1.26


$
1.19Diluted

$
0.39


$
1.03


$
1.08


$
1.17


$
1.11Weighted average common shares outstanding:Basic


45,018



46,545



48,353



48,054



47,074Diluted


45,726



47,934



50,644



51,676



50,484Other Data:Number of offices open at end of period


82



89



84



78



65Total number of consultants on assignment at end of period


2,065



3,490



3,276



2,857



2,639Cash dividends paid (in thousands)

$



$
60,652


$



$



$
     (1)
    
    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 a valuation allowance of $2.4 million provided on
    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.(3)
    
    The fiscal year ended May 31, 2008 was comprised of
    53 weeks. All other years presented were comprised of
    52 weeks. 27




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##### Table of Contents



May 30,


May 31,


May 26,


May 27,


May 28,2009


2008


2007


2006


2005(Amounts in thousands)Consolidated Balance Sheet Data:Cash, cash equivalents, short-term investments and U.S.
    government agency securities

$
163,741


$
106,814


$
223,095


$
185,439


$
134,741Working capital


188,353



157,766



207,647



161,114



122,304Total assets


412,019



410,502



464,461



398,611



320,142Stockholders equity


337,917



305,888



363,299



317,436



248,367   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Form 10-K.
  Recent
    Developments
          Overview
    
    finance and accounting services, such as corporate
    restructurings/reorganizations, 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;
    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); 28




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##### Table of Contents




    supply chain management services, such as strategic sourcing
    efforts, contracts 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.             29




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##### Table of Contents



Critical
    Accounting Policies
      Valuation of long-lived assets
  Allowance for doubtful accounts
  Income taxes
  Revenue recognition
 30




---



##### Table of Contents



Stock-based compensation
      Year Ended

Year EndedMay 30,

May 31,2009

2008Expected volatility

40.6% - 43.6%

39.9%Risk-free interest rate

1.7% - 3.6%

2.6% - 4.9%Expected dividends

0.0%

0.0%Expected life

5.1 - 6.7 years

5.2 years      31




---



##### Table of Contents



Results
    of Operations
    For the Years EndedMay 30,


May 31,


May 26,2009


2008(1)


2007(Amounts in thousands)Revenue

$
685,576


$
840,285


$
735,891Direct cost of services


422,171



518,413



447,363Gross profit


263,405



321,872



288,528Selling, general and administrative expenses


212,680



227,853



191,590Amortization of intangible assets


1,383



1,114



1,472Depreciation expense


8,898



8,452



6,122Income from operations


40,444



84,453



89,344Interest income


(1,593
)


(5,603
)


(8,939
)Income before provision for income taxes


42,037



90,056



98,283Provision for income taxes


24,273



40,871



43,518Net income

$
17,764


$
49,185


$
54,765     (1)
    
    The fiscal year ended May 31, 2008 was comprised of
    53 weeks. All other years presented were comprised of
    52 weeks.    2009


2008


2007Revenue


100.0
%


100.0
%


100.0
%Direct cost of services


61.6



61.7



60.8Gross profit


38.4



38.3



39.2Selling, general and administrative expenses


31.0



27.1



26.0Amortization of intangible assets


0.2



0.1



0.2Depreciation expense


1.3



1.0



0.8Income from operations


5.9



10.1



12.2Interest income


(0.2
)


(0.7
)


(1.2
)Income before provision for income taxes


6.1



10.8



13.4Provision for income taxes


3.5



4.9



5.9Net income


2.6
%


5.9
%


7.5
%   Year
    Ended May 30, 2009 Compared to Year Ended May 31,
    2008
    Revenue.
 32




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##### Table of Contents



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.
    Selling, General and Administrative
    Expenses.
 33




---



##### Table of Contents



Amortization and Depreciation
    Expense.
    Interest Income. held-to-maturity
  Income Taxes.
   34




---



##### Table of Contents



Year
    Ended May 31, 2008 Compared to Year Ended May 26,
    2007
    Revenue.
      Revenue for the YearEnded





% of TotalMay 31,


May 26,


%


May 31,


May 26,2008


2007


Change


2008


2007North America

$
627,914


$
571,239



9.9
%


74.7
%


77.6
%Europe


171,728



131,316



30.8
%


20.4
%


17.9
%Asia Pacific


40,643



33,336



21.9
%


4.9
%


4.5
%Total

$
840,285


$
735,891



14.2
%


100.0
%


100.0
%     Direct Cost of Services. year-over-year.
  Selling, General and Administrative
    Expenses.
 35




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##### Table of Contents



Amortization and Depreciation
    Expense.
    Interest Income.
  Income Taxes.
   36




---



##### Table of Contents



Quarterly
    Results
    Quarters EndedMay 30,


Feb. 28,


Nov. 29,


Aug. 30,


May 31,


Feb. 23,


Nov. 24,


Aug. 25,2009


2009


2008


2008


2008(2)


2008


2007


2007(In thousands, except net (loss) income per common share)CONSOLIDATED STATEMENTS OF OPERATION DATA(unaudited):Revenue

$
132,049


$
155,989


$
190,233


$
207,305


$
236,724


$
202,803


$
206,638


$
194,120Direct cost of services


81,595



97,988



116,122



126,466



143,505



127,252



127,025



120,631Gross profit


50,454



58,001



74,111



80,839



93,219



75,551



79,613



73,489Selling, general and administrative expenses(3)


50,984



50,803



54,380



56,513



61,792



57,518



55,514



53,029Amortization of intangible assets


455



271



275



382



565



211



84



254Depreciation expense


2,110



2,185



2,263



2,340



2,370



2,200



2,007



1,875(Loss) income from operations


(3,095
)


4,742



17,193



21,604



28,492



15,622



22,008



18,331Interest income


(239
)


(458
)


(380
)


(516
)


(480
)


(952
)


(1,629
)


(2,542
)(Loss) income before provision for income taxes


(2,856
)


5,200



17,573



22,120



28,972



16,574



23,637



20,873Provision for income taxes(4)


3,428



3,120



8,097



9,628



13,070



7,909



10,601



9,291Net(loss) income

$
(6,284
)

$
2,080


$
9,476


$
12,492


$
15,902


$
8,665


$
13,036


$
11,582Net (loss) income per common share(1):Basic

$
(0.14
)

$
0.05


$
0.21


$
0.28


$
0.35


$
0.19


$
0.28


$
0.24Diluted

$
(0.14
)

$
0.05


$
0.21


$
0.27


$
0.35


$
0.19


$
0.27


$
0.23     (1)
    
    Net (loss) income per common share calculations for each of the
    quarters were based upon the weighted average number of shares
    outstanding for each period, and the sum of the quarters may not
    necessarily be equal to the full year net income per common
    share amount.(2)
    
    Comprised of 14 weeks. All other quarters presented
    comprised 13 weeks.(3)
    
    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.(4)
    
    The quarter ended May 30, 2009 includes a valuation
    allowance of $2.4 million provided on 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.  quarter-to-quarter
 37




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##### Table of Contents



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

$
37,932


$
11,905


$
15,494


$
7,137


$
3,396Purchase obligations

$
3,807


$
1,673


$
1,867


$
267


$
        38




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Interest Rate Risk.
  Foreign Currency Exchange Rate Risk. non-United
  non-United non-United
   39




---



##### 



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


41Consolidated Balance Sheets as of May 30,
    2009 and May 31, 2008


42Consolidated Statements of Income for each of the
    three years in the period ended May 30, 2009


43Consolidated Statements of Stockholders
    Equity and Comprehensive Income for each of the three years in
    the period ended May 30, 2009


44Consolidated Statements of Cash Flows for each of
    the three years in the period ended May 30, 2009


45Notes to Consolidated Financial Statements


46   40




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework Controls and Procedures
        
    41




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    BALANCE SHEETS
  May 30,


May 31,2009


2008(Amounts in thousands, except par value per share)ASSETSCurrent assets:Cash and cash equivalents

$
143,247


$
80,814Short-term investments


20,494



26,000Trade accounts receivable, net of allowance for doubtful
    accounts of $5,597 and $3,976 as of May 30, 2009 and
    May 31, 2008, respectively


68,157



126,669Prepaid expenses and other current assets


4,057



6,075Income taxes receivable


10,687



530Deferred income taxes


10,162



9,102Total current assets


256,804



249,190Goodwill


111,084



107,761Intangible assets, net


6,259



7,644Property and equipment, net


34,934



39,901Deferred income taxes


1,364



4,685Other assets


1,574



1,321Total assets

$
412,019


$
410,502LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
15,267


$
19,315Accrued salaries and related obligations


48,753



64,174Other liabilities


4,431



7,935Total current liabilities


68,451



91,424Other long-term liabilities


2,411



7,269Deferred income taxes


3,240



5,921Total liabilities


74,102



104,614Commitments 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; 53,474 and 52,294 shares issued, and 45,140 and
    44,654 shares outstanding as of May 30, 2009 and
    May 31, 2008, respectively


535



523Additional paid-in capital


282,769



249,033Accumulated other comprehensive (loss) gain


(307
)


8,534Retained earnings


248,269



230,505Treasury stock at cost, 8,334 and 7,640 shares at
    May 30, 2009 and May 31, 2008, respectively


(193,349
)


(182,707
)Total stockholders equity


337,917



305,888Total liabilities and stockholders equity

$
412,019


$
410,502    42




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##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Years EndedMay 30,


May 31,


May 26,2009


2008


2007(Amounts in thousands, except net income per common share)Revenue

$
685,576


$
840,285


$
735,891Direct cost of services


422,171



518,413



447,363Gross profit


263,405



321,872



288,528Selling, general and administrative expenses


212,680



227,853



191,590Amortization of intangible assets


1,383



1,114



1,472Depreciation expense


8,898



8,452



6,122Income from operations


40,444



84,453



89,344Interest income


(1,593
)


(5,603
)


(8,939
)Income before provision for income taxes


42,037



90,056



98,283Provision for income taxes


24,273



40,871



43,518Net income

$
17,764


$
49,185


$
54,765Net income per common shareBasic

$
0.39


$
1.06


$
1.13Diluted

$
0.39


$
1.03


$
1.08Weighted average common shares outstandingBasic


45,018



46,545



48,353Diluted


45,726



47,934



50,644    43




---



##### Table of Contents



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


Deferred








Other





TotalCommon Stock


Paid-in


Stock


Treasury Stock


Comprehensive


Retained


StockholdersShares


Amount


Capital


Compensation


Shares


Amount


(Loss) Gain


Earnings


Equity(Amounts in thousands)Balances as of May 27, 2006


49,527


$
495


$
152,066


$
(479
)


1,249


$
(23,393
)

$
884


$
187,863


$
317,436Exercise of stock options


1,221



12



15,266























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










20,107























20,107Tax benefit from employee stock option plans










6,763























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


273



3



5,747























5,750Reclassification of deferred stock compensation










(479
)


479



















Issuance of treasury stock for Nordic Spring transaction










572







(65
)


948











1,520Repurchase of treasury stock


















2,060



(60,065
)










(60,065
)Cancellation of treasury stock


(290
)


(3
)


(301
)






(290
)


304











Comprehensive Income:Currency translation adjustment


























1,745







1,745Net income for the year ended May 26, 2007






























54,765



54,765Total comprehensive income


































56,510Balances 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











2,152Repurchase of treasury stock


















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











98Repurchase of treasury stock


















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


$
337,917    44




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Years EndedMay 30,


May 31,


May 26,2009


2008


2007(Amounts in thousands)Cash flows from operating activities:Net income

$
17,764


$
49,185


$
54,765Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


10,281



9,566



7,594Stock-based compensation expense related to employee stock
    options and employee stock purchases


17,790



22,386



20,107Excess tax benefits from stock-based compensation


(524
)


(2,331
)


(3,607
)Bad debt expense


1,824



738



Loss on disposal of assets


536







Deferred income tax benefit


(858
)


(7,242
)


(4,472
)Changes in operating assets and liabilities, net of effect of
    acquisitions:Trade accounts receivable


52,450



(13,234
)


(13,118
)Prepaid expenses and other current assets


1,597



701



(1,033
)Income taxes


(9,291
)


(3,910
)


13,135Other assets


92



(853
)


(106
)Accounts payable and accrued expenses


(3,660
)


(1,847
)


1,799Accrued salaries and related obligations


(13,814
)


1,105



10,545Other liabilities


(7,875
)


3,150



2,538Net cash provided by operating activities


66,312



57,414



88,147Cash flows from investing activities:Redemption of long-term investments






55,000



37,000Purchase of long-term investments






(14,000
)


(80,000
)Redemption of short-term investments


76,000



79,000



38,000Purchase of short-term investments


(70,494
)


(44,000
)


Business acquisitions, net of cash acquired


(5,292
)


(27,569
)


(1,261
)Purchases of property and equipment


(5,898
)


(11,333
)


(14,551
)Net cash (used in) provided by investing activities


(5,684
)


37,098



(20,812
)Cash flows from financing activities:Proceeds from exercise of stock options


7,600



14,509



15,278Proceeds from issuance of common stock under Employee Stock
    Purchase Plan


8,028



7,914



5,750Purchase of common stock


(12,341
)


(102,065
)


(60,065
)Excess tax benefits from stock-based compensation


524



2,331



3,607Cash dividends paid






(60,652
)


Net cash provided by (used in) financing activities


3,811



(137,963
)


(35,430
)Effect of exchange rate changes on cash


(2,006
)


3,170



751Net increase (decrease) in cash


62,433



(40,281
)


32,656Cash and cash equivalents at beginning of period


80,814



121,095



88,439Cash and cash equivalents at end of period

$
143,247


$
80,814


$
121,095    45




---



##### Table of Contents



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




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009


2008


2007Net income

$
17,764


$
49,185


$
54,765Basic:Weighted average shares


45,018



46,545



48,353Diluted:Weighted average shares


45,018



46,545



48,353Potentially dilutive shares


708



1,389



2,291Total dilutive shares


45,726



47,934



50,644Net income per share:Basic

$
0.39


$
1.06


$
1.13Diluted

$
0.39


$
1.03


$
1.08     Cash
    and Cash Equivalents
    Short-Term
    Investments
     47




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of May 30, 2009


As of May 31, 2008Gross








GrossUnrealized








UnrealizedHolding


Fair





Holding


FairCost


Gain (Loss)


Value


Cost


Gain (Loss)


ValueCommercial paper

$
15,000


$
(6
)

$
14,994


$
6,000


$
(33
)

$
5,967U.S. Government agency bonds

$
5,000


$
(1
)

$
4,999


$
20,000


$
(82
)

$
19,918Certificates of deposit

$
494


$



$
494


$



$



$
   Allowance
    for Doubtful Accounts
      Beginning


Charged to





EndingBalance


Operations


Write-offs


BalanceYears Ended:May 26, 2007

$
5,166


$



$
(578
)

$
4,588May 31, 2008

$
4,588


$
738


$
(1,350
)

$
3,976May 30, 2009

$
3,976


$
1,824


$
(203
)

$
5,597   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       Intangible
    Assets and Goodwill
   48




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 5- Intangible
    Assets and Goodwill
  Stock-Based
    Compensation
        Stock Based Compensation Plans
  Income
    Taxes
    Recently
    Adopted Accounting Standards
   49




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    157-2, (FSP 157-2),
    Recent
    Accounting Pronouncements
       50




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FAS No. 115-2 FAS No. 124-2, Other-Than-Temporary FAS No. 115-2 FAS No. 124-2). other-than-temporary FAS No. 115-2 FAS No. 124-2
  FAS No. 142-3,
       51




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Use of
    Estimates
    3.
    Acquisitions                   52




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                4.
    Property
    and Equipment    As of May 30,


As of May 31,2009


2008Building and land

$
12,935


$
12,739Computers, equipment and software


18,023



17,083Leasehold improvements


22,454



22,236Furniture


9,852



9,74163,264



61,799Less accumulated depreciation and amortization


(28,330
)


(21,898
)$
34,934


$
39,901  53




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Intangible
    Assets and Goodwill    As of May 30, 2009


As of May 31, 2008Accumulated








AccumulatedGross


Amortization


Net


Gross


Amortization


NetCustomer relationships (2-7 years)

$
12,492


$
(6,874
)

$
5,618


$
12,735


$
(5,761
)

$
6,974Consultant and customer database
    (1-5 years)


2,378



(1,938
)


440



2,366



(1,778
)


588Non-compete agreements
    (1-4 years)


211



(92
)


119











Trade name and trademark (indefinite life)


82







82



82







82Total

$
15,163


$
(8,904
)

$
6,259


$
15,183


$
(7,539
)

$
7,644       Goodwill, as of May 31, 2008

$
107,761Acquisitions


5,662Impact of foreign currency exchange rate changes


(2,339
)Goodwill, as of May 30, 2009

$
111,084   6.
    Income
    Taxes    For the Years EndedMay 30,


May 31,


May 26,2009


2008


2007CurrentFederal

$
18,060


$
33,277


$
35,730State


4,493



8,245



7,709Foreign


2,232



6,384



4,57724,785



47,906



48,016DeferredFederal


(1,605
)


(3,560
)


(3,147
)State


(381
)


(697
)


(622
)Foreign


1,474



(2,778
)


(729
)(512
)


(7,035
)


(4,498
)$
24,273


$
40,871


$
43,518  54




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years EndedMay 30,


May 31,


May 26,2009


2008


2007Domestic

$
42,874


$
79,958


$
86,837Foreign


(837
)


10,098



11,446$
42,037


$
90,056


$
98,283     For the Years EndedMay 30,


May 31,


May 26,2009


2008


2007Statutory tax rate


35.0
%


35.0
%


35.0
%State taxes, net of federal benefit


6.3
%


5.3
%


4.7
%Stock options


5.6
%


3.9
%


3.9
%Valuation allowance


5.9
%






Foreign intercompany debt forgiveness


2.6
%






Other, net


2.3
%


1.2
%


0.7
%Effective tax rate


57.7
%


45.4
%


44.3
%       May 30,


May 31,2009


2008Deferred tax assets:Allowance for doubtful accounts

$
2,038


$
1,797Accrued compensation


3,504



4,584Accrued expenses


4,833



2,469Stock options and restricted stock


8,855



6,119Tax credits






6Net operating losses


5,745



4,557State taxes






375Property and equipment


1,632



1,656Gross deferred tax asset


26,607



21,563Valuation allowance


(2,432
)


Gross deferred tax asset, net of valuation allowance


24,175



21,563Deferred tax liabilities:Goodwill and intangibles


(15,805
)


(13,697
)State taxes


(84
)


Total deferred tax liabilities


(15,889
)


(13,697
)Net deferred tax asset

$
8,286


$
7,866  55




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                Unrecognized tax benefits at May 31, 2008

$
776Gross increases-tax positions in prior period


440Gross decreases-tax positions in prior periods


Gross increases-current period tax positions


47Settlements


Lapse of statute of limitations


(217
)Unrecognized tax benefits at May 30, 2009

$
1,046        56




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    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


$
1,130   8.
    Accrued
    Salaries and Related Obligations    May 30,


May 31,2009


2008Accrued salaries and related obligations

$
17,331


$
21,562Accrued bonuses


17,248



26,669Accrued vacation


14,174



15,943$
48,753


$
64,174   9.
    Revolving
    Credit Agreement   57




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Concentrations
    of Credit Risk      11.
    Stockholders
    Equity           58




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Benefit
    Plan    13.
    Supplemental
    Disclosure of Cash Flow Information    Years EndedMay 30,


May 31,


May 26,2009


2008


2007Income taxes paid

$
35,105


$
50,267


$
34,829Non-cash investing and financing activities:Acquisition of Kompetensslussen (2009), Limbus (2009),
    Compliance Solutions (2008) and Nordic Spring (2007):Issuance of common stock

$
1,260


$
2,152


$
1,520   14.
    Commitments
    and Contingencies  Lease
    Commitments and Purchase Obligations
    Operating


PurchaseYears Ending:

Leases


ObligationsMay 29, 2010

$
11,905


$
1,673May 28, 2011


9,630



1,194May 26, 2012


5,864



673May 31, 2013


4,399



201May 30, 2014


2,738



66Thereafter


3,396



Total

$
37,932


$
3,807      59




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employment
    Agreements
  Note 17- Subsequent
    Event
  Legal
    Proceedings
    15.
    Stock
    Based Compensation Plans  2004
    Performance Incentive Plan
        two-for-one
   60




---



##### Table of Contents



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


Number of


WeightedAwards


Shares


AverageAvailable


Under


Exercisefor Grant


Option


PriceOptions outstanding at May 27, 2006


1,507



8,873


$
17.52Granted, at fair market value


(2,052
)


2,052


$
30.89Additional options available for grant


1,500







Exercised






(1,200
)

$
12.62Forfeited


539



(539
)

$
22.11Options outstanding at May 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
)


5



Additional options available for grant


2,000







Exercised/Released






(629
)

$
12.17Forfeited


907



(907
)

$
25.39Options outstanding at May 30, 2009


2,357



8,518


$
20.63     (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


8,518


$
20.63



6.67


$
18,866Exercisable


5,333


$
20.39



5.40


$
13,645    61




---



##### Table of Contents



RESOURCES
    CONNECTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee
    Stock Purchase Plan
    Valuation
    and Expense Information under SFAS 123 (R)
    Years EndedMay 30,


May 31,


May 26,2009


2008


2007Income before income taxes

$
(17,790
)

$
(22,386
)

$
(20,107
)Net income

$
(13,479
)

$
(17,726
)

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

$
(0.30
)

$
(0.38
)

$
(0.35
)Diluted

$
(0.29
)

$
(0.37
)

$
(0.31
)     Year Ended

Year Ended

Year EndedMay 30, 2009

May 31, 2008

May 26, 2007Expected volatility

40.6% - 43.6%

39.9%

39.9% - 48.5%Risk-free interest rate

1.7% - 3.6%

2.6% - 4.9%

4.5% - 5.1%Expected dividends

0.0%

0.0%

0.0%Expected life

5.1 - 6.7 years

5.2 years

5.2 - 6.3 years        62




---



##### 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 30,


May 31,


May 26,


May 30,


May 31,2009


2008


2007


2009


2008United States

$
488,392


$
612,427


$
561,912


$
115,458


$
113,598The Netherlands


76,889



84,601



68,720



31,129



35,384Other


120,295



143,257



105,259



5,690



6,324Total

$
685,576


$
840,285


$
735,891


$
152,277


$
155,306     (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         63




---



##### 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)
        Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION.   64




---



##### 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


8,518,099


$
20.63



4,719,149
(1)Equity compensation plans not approved by security holders(2)


20,920


$
6.00



     (1)
    
    Consists of 2,362,000 shares available for issuance under
    the Companys Employee Stock Purchase Plan and
    2,357,149 shares available for issuance under the
    Companys 2004 Performance Incentive Plan. Shares 65




---



##### Table of Contents



available under the 2004 Performance Incentive Plan generally
    may be used for any type of award authorized under that plan
    including stock options, restricted stock, stock bonuses,
    performance stock, stock units, phantom stock and other forms of
    awards granted or denominated in the Companys common stock.(2)
    
    Consists of stock options granted to one of the Companys
    consultants. The options are fully vested, have an exercise
    price equal to $6.00, and have an ordinary term that expires on
    December 13, 2010. The ordinary term of the options may
    expire earlier in connection with a change in control of the
    Company, and the number of shares subject to and exercise price
    of the options are subject to customary adjustments to reflect
    corporate transactions such as stock splits, recapitalizations,
    mergers or similar unusual or extraordinary corporate
    transactions.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES.  Financial Statements
    Report of Independent Registered Public Accounting FirmConsolidated Balance Sheets as of May 30, 2009 and
    May 31, 2008Consolidated Statements of Income for each of the three years in
    the period ended May 30, 2009Consolidated Statements of Stockholders Equity and
    Comprehensive Income for each of the three years in the period
    ended May 30, 2009Consolidated Statements of Cash Flows for each of the three
    years in the period ended May 30, 2009Notes to Consolidated Financial Statements   Financial Statement Schedules
  Schedule II-Valuation
    Exhibits.
 66




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##### Table of Contents



EXHIBITS TO
    FORM 10-K
  ExhibitNumber

Description of Document3
.1

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

Amended and Restated Bylaws, as amended (incorporated by
    reference to Exhibit 3.2 to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended February 29, 2008).4
.2

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

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

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

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

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

Resources Connection, Inc. 1999 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Registration Statement on
    Form S-1
    filed on September 1, 2000 (File
    No. 333-45000)).10
.3+

Amended and Revised Employment Agreement, dated July 17,
    2008, between Resources Connection, Inc. and Karen M. Ferguson
    (incorporated by reference to Exhibit 10.4 to the
    Registrants
    Form 8-K
    filing of July 21, 2008).10
.4+

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
.5

Agreement of Lease, dated October 23, 2000, between
    500-512
    Seventh Avenue Limited Partnership and Resources Connection LLC
    (incorporated by reference to Exhibit 10.16 to the
    Registrants Registration Statement on
    Form S-1
    filed on July 17, 2001 (File
    No. 333-65272)).10
.6

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
.7

Loan Agreement, dated March 26, 2004 by and among Resources
    Connection, Inc., Resources Connection LLC and Bank of America,
    N.A. (incorporated by reference to Exhibit 10.18 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended May 31, 2004).10
.8+

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
.9+

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
.10+

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
.11+

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). 67




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##### Table of Contents



ExhibitNumber

Description of Document10
.12+

Resources Connection, Inc. 2004 Performance Incentive Plan
    Incentive Stock Option Agreement (incorporated by reference to
    Exhibit 10.24 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended February 28, 2005).10
.13

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
.14

Amendment No. 1 to Loan Agreement, dated October 25,
    2004 by and among Resources Connection, Inc., Resources
    Connection LLC and Bank of America, N.A. (incorporated by
    reference to Exhibit 10.25 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2005).10
.15

Amendment No. 2 to Loan Agreement, dated December 9,
    2005 by and among Resources Connection, Inc., Resources
    Connection LLC and Bank of America, N.A. (incorporated by
    reference to Exhibit 10.26 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2005).10
.16

Amendment No. 3 to Loan Agreement, dated November 28,
    2007 by and among Resources Connection, Inc., Resources
    Connection LLC and Bank of America, N.A. (incorporated by
    reference to Exhibit 10.30 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2007)10
.17

Standard Offer, Agreement and Escrow Instructions for Purchase
    of Real Estate (incorporated by reference to Exhibit 10.27
    to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended November 30, 2005).10
.18+

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
.19+

Employment Agreement, dated June 1, 2008, between Resources
    Connection, Inc. and Thomas D. Christopoul (incorporated by
    reference to Exhibit 10.1 to the Registrants
    Form 8-K
    filing of June 3, 2008)10
.20

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
.21

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
.22

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, 200810
.23

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, 2008.21
.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


Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 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. 68




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##### Table of Contents



SIGNATURES
  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, the Registrant has duly
    caused this Annual Report on
    Form 10-K
    to be signed on its behalf by the undersigned, thereunto duly
    authorized.
  Resources Connection, Inc.
  By:
    /s/  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 29, 2009/s/  Nathan
    W. FrankeNathan
    W. Franke

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

July 29, 2009Karen
    M. FergusonKaren
    M. Ferguson

Executive Vice President and Director

July 29, 2009/s/  Susan
    J. CrawfordSusan
    J. Crawford

Director

July 29, 2009/s/  Neil
    DimickNeil
    Dimick

Director

July 29, 2009/s/  Robert
    KistingerRobert
    Kistinger

Director

July 29, 2009/s/  A.
    Robert PisanoA.
    Robert Pisano

Director

July 29, 2009/s/  Anne
    ShihAnne
    Shih

Director

July 29, 2009/s/  Jolene
    Sykes SarkisJolene
    Sykes Sarkis

Director

July 29, 2009/s/  Michael
    H. WargotzMichael
    H. Wargotz

Director

July 29, 2009  69




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##### Table of Contents



EXHIBIT INDEX
  EXHIBITS TO
    FORM 10-K
  ExhibitNumber

Description of Document3
.1

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

Amended and Restated Bylaws, as amended (incorporated by
    reference to Exhibit 3.2 to the Registrants Quarterly
    Report on Form 10-Q for the quarter ended February 29, 2008).4
.2

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

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

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

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

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

Resources Connection, Inc. 1999 Long-Term Incentive Plan
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Registration Statement on Form S-1 filed on
    September 1, 2000 (File No. 333-45000)).10
.3

Amended and Revised Employment Agreement, dated July 17, 2008,
    between Resources Connection, Inc. and Karen M. Ferguson
    (incorporated by reference to Exhibit 10.4 to the
    Registrants Form 8-K filing of July 21, 2008).10
.4

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
.5

Agreement of Lease, dated October 23, 2000, between 500-512
    Seventh Avenue Limited Partnership and Resources Connection LLC
    (incorporated by reference to Exhibit 10.16 to the
    Registrants Registration Statement on Form S-1 filed on
    July 17, 2001 (File No. 333-65272)).10
.6

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
.7

Loan Agreement, dated March 26, 2004 by and among Resources
    Connection, Inc., Resources Connection LLC and Bank of America,
    N.A. (incorporated by reference to Exhibit 10.18 to the
    Registrants Annual Report on Form 10-K for the year ended
    May 31, 2004).10
.8

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
.9

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
.10

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
.11

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).




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##### Table of Contents



ExhibitNumber

Description of Document10
.12

Resources Connection, Inc. 2004 Performance Incentive Plan
    Incentive Stock Option Agreement (incorporated by reference to
    Exhibit 10.24 to the Registrants Quarterly Report on Form
    10-Q for the quarter ended February 28, 2005).10
.13

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
.14

Amendment No. 1 to Loan Agreement, dated October 25, 2004 by and
    among Resources Connection, Inc., Resources Connection LLC and
    Bank of America, N.A. (incorporated by reference to Exhibit
    10.25 to the Registrants Quarterly Report on Form 10-Q for
    the quarter ended November 30, 2005).10
.15

Amendment No. 2 to Loan Agreement, dated December 9, 2005 by and
    among Resources Connection, Inc., Resources Connection LLC and
    Bank of America, N.A. (incorporated by reference to Exhibit
    10.26 to the Registrants Quarterly Report on Form 10-Q for
    the quarter ended November 30, 2005).10
.16

Amendment No. 3 to Loan Agreement, dated November 28, 2007 by
    and among Resources Connection, Inc., Resources Connection LLC
    and Bank of America, N.A. (incorporated by reference to Exhibit
    10.30 to the Registrants Quarterly Report on Form 10-Q for
    the quarter ended November 30, 2007)10
.17

Standard Offer, Agreement and Escrow Instructions for Purchase
    of Real Estate (incorporated by reference to Exhibit 10.27 to
    the Registrants Quarterly Report on Form 10-Q for the
    quarter ended November 30, 2005).10
.18

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
.19

Employment Agreement, dated June 1, 2008, between Resources
    Connection, Inc. and Thomas D. Christopoul (incorporated by
    reference to Exhibit 10.1 to the Registrants Form 8-K
    filing of June 3, 2008)10
.20

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
.21

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
.22

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, 200810
.23

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, 2008.21
.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


Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 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