<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                           
                                           
                                      FORM 10-Q
                                           
                                           
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 1997
                                           
                            Commission file number 0-23940
                                           
                                           
                          ALTERNATIVE RESOURCES CORPORATION
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)
                                           
         Delaware                                                38-2791069
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

100 Tri-State International, Suite 300, Lincolnshire, IL           60069
--------------------------------------------------------         ----------
    (Address of principal executive offices)                     (Zip code)

                                    (847) 317-1000
                 ----------------------------------------------------
                 (Registrant's telephone number, including area code)
                                           

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

    15,748,627 shares of Common Stock outstanding as of November 7, 1997.

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
                          ALTERNATIVE RESOURCES CORPORATION
                             CONSOLIDATED BALANCE SHEETS
                          (In thousands, except share data)
                                        ASSETS
<TABLE>
<CAPTION>
                                                                                                 December 31,  September 30,
                                                                                                     1996           1997
                                                                                                -------------  -------------
                                                                                                                (Unaudited)
<S>                                                                                             <C>             <C>
Current assets:
   Cash and cash equivalents                                                                    $       2,310    $     1,906
   Short-term investments                                                                              20,868         16,718
   Trade accounts receivable, net of allowance for doubtful accounts                                   33,207         47,570
   Prepaid expenses                                                                                       455            663
   Other receivables                                                                                    3,363          1,742
                                                                                                -------------  -------------
      Total current assets                                                                             60,203         68,599
                                                                                                -------------  -------------
Property and equipment:
   Office equipment                                                                                     3,103          4,583
   Furniture and fixtures                                                                               1,427          1,760
   Software                                                                                               420          2,470
   Leasehold improvements                                                                                 307            358
                                                                                                -------------  -------------
                                                                                                        5,257          9,171
   Less accumulated depreciation and amortization                                                      (2,377)        (3,562)
                                                                                                -------------  -------------
      Net property and equipment                                                                        2,880          5,609
                                                                                                -------------  -------------
Other assets:
   Long-term investments                                                                                1,026          3,493
   Other assets                                                                                           294            300
                                                                                                -------------  -------------
      Total other assets                                                                                1,320          3,793
                                                                                                -------------  -------------
Total assets                                                                                     $     64,403   $     78,001
                                                                                                -------------  -------------
                                                                                                -------------  -------------
                              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                                                    $  324         $  288
   Payroll and related expenses                                                                         5,969          9,615
   Accrued expenses                                                                                     1,632          1,136
   Income taxes payable                                                                                   466            367
                                                                                                -------------  -------------
      Total current liabilities                                                                         8,391         11,406
Deferred rent payable                                                                                     345            280
                                                                                                -------------  -------------
      Total liabilities                                                                                 8,736         11,686
                                                                                                -------------  -------------
Stockholders' equity:
   Preferred Stock, $.01 par value, 1,000,000 shares authorized, none issued and outstanding              --             --
   Common Stock, $.01 par value, 50,000,000 shares authorized, 15,651,391 and 15,748,995 
      shares issued and outstanding at December 31, 1996 and September 30, 1997, respectively            157            157
   Additional paid-in capital                                                                         23,003         23,397
   Retained earnings                                                                                  32,492         43,060
   Unrealized gain (loss) on available-for-sale securities                                               (28)            57
   Cumulative translation adjustment                                                                      43             63
                                                                                                -------------  -------------
                                                                                                      55,667         66,734
   Less: Treasury shares, at cost,  none and  19,000 shares at December 31, 1996 and 
      September 30, 1997, respectively                                                                    --           (419)
                                                                                                -------------  -------------
         Total stockholders' equity                                                                    55,667         66,315
                                                                                                -------------  -------------
Total liabilities and stockholders' equity                                                          $  64,403      $  78,001
                                                                                                -------------  -------------
                                                                                                -------------  -------------
</TABLE>

             See accompanying Notes to Consolidated Financial Statements

                                    Page 2
<PAGE>

                          ALTERNATIVE RESOURCES CORPORATION
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                        Three Months            Nine Months
                                                      Ended September 30,   Ended September 30,
                                                      -------------------   -------------------
                                                       1996       1997        1996        1997
                                                      -------    --------   --------    -------
                                                         (Unaudited)            (Unaudited)
<S>                                                   <C>        <C>        <C>         <C>
Revenue                                               $49,790    $66,586    $144,298    $187,147

Cost of services                                       30,889     43,233      90,007     122,520
                                                      -------    -------    --------    --------
Gross profit                                           18,901     23,353      54,291      64,627

Selling, general and administrative expenses           13,096     16,786      38,520      48,267
                                                      -------    -------    --------    --------
Income from operations                                  5,805      6,567      15,771      16,360

Other income, net                                         276        206         778         930
                                                      -------    -------    --------    --------
Income before income taxes                              6,081      6,773      16,549      17,290

Income taxes                                            2,542      2,574       6,917       6,722
                                                      -------    -------    --------    --------

Net income                                             $3,539     $4,199      $9,632     $10,568
                                                      -------    -------    --------    --------
                                                      -------    -------    --------    --------

     Primary                                            $0.22      $0.26       $0.60       $0.67
                                                      -------    -------    --------    --------
                                                      -------    -------    --------    --------
     Fully diluted                                      $0.22      $0.26       $0.60       $0.67
                                                      -------    -------    --------    --------
                                                      -------    -------    --------    --------

Weighted average common and common
  equivalent shares outstanding:
     Primary                                           16,104     16,326      16,115     15,849
                                                      -------    -------    --------    --------
                                                      -------    -------    --------    --------
     Fully diluted                                     16,107     16,388      16,128     15,869
                                                      -------    -------    --------    --------
                                                      -------    -------    --------    --------
</TABLE>

             See accompanying Notes to Consolidated Financial Statements




                                        Page 3
<PAGE>

                            ALTERNATIVE RESOURCES CORPORATION
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (In thousands)

                                                         Nine Months Ended
                                                           September 30,
                                                      ----------------------
                                                        1996           1997 
                                                      --------      --------
                                                           (Unaudited)

Cash flows from operating activities:
   Net income                                         $  9,632      $  10,568
   Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation and amortization                      623          1,186
        Allowance for doubtful accounts, net              (226)            90
        Change in assets and liabilities:
          Trade accounts receivable                     (4,271)       (14,453)
          Prepaid expenses                                 384           (208)
          Other receivables                               (836)         1,621
          Other assets                                      39             13
          Accounts payable                                (161)           (36)
          Payroll and related expenses                   2,351          3,646
          Accrued expenses                                 501           (496)
          Income taxes payable                            (383)           (99)
          Deferred rent payable                             42            (65)
                                                      --------      --------
Net cash provided by operating activities                7,695          1,767
                                                      --------      --------

Cash flows from investing activities:
   Purchases of property and equipment                  (1,137)        (3,914)
   Purchases of available-for-sale securities          (18,758)       (16,280)
   Redemption of available-for-sale securities              --         15,613
   Redemption of held-to-maturity securities            11,611          2,435
                                                      --------      --------
Net cash used in investing activities                   (8,284)        (2,146)
                                                      --------      --------

Cash flows from financing activities:
   Payments received on stock options exercised          2,923            548
   Repurchase of common stock                           (1,131)        (1,445)
   Issuance of common stock under employee stock
      purchase plan                                        961            872
                                                      --------      --------
Net cash provided by (used in) financing activities      2,753            (25)
                                                      --------      --------

Net increase (decrease) in cash and cash equivalents     2,164           (404)
Cash and cash equivalents at beginning of period         4,639          2,310
                                                      --------      --------
Cash and cash equivalents at end of period            $  6,803       $  1,906
                                                      --------      --------
                                                      --------      --------

Supplemental disclosures:
   Cash paid for income taxes                         $  7,718       $  5,298

             See accompanying Notes to Consolidated Financial Statements

                                        Page 4

<PAGE>
                          ALTERNATIVE RESOURCES CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  September 30, 1997

1.  BASIS OF PRESENTATION

    The interim consolidated financial statements presented are unaudited, 
but in the opinion of management, have been prepared in conformity with 
generally accepted accounting principles applied on a basis consistent with 
those of the annual financial statements.  Such interim consolidated 
financial statements reflect all adjustments (consisting of normal recurring 
accruals) necessary for a fair presentation of the financial position and the 
results of operations for the interim periods presented.  The results of 
operations for the interim periods presented are not necessarily indicative 
of the results to be expected for the year ending December 31, 1997.  The 
interim consolidated financial statements should be read in connection with 
the audited consolidated financial statements for the year ended December 31, 
1996.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    PRINCIPLES OF CONSOLIDATION.  The operations of Alternative Resources 
Corporation (the "Company") are conducted through a parent holding company 
and two operating subsidiaries.  The accompanying financial statements 
include the consolidated financial position and results of operations of the 
Company and its subsidiaries with all intercompany transactions eliminated in 
their entirety.

    COMPUTATION OF EARNINGS PER SHARE.  Earnings per common and common 
equivalent share is based on the average number of common shares and dilutive 
common share equivalents outstanding for the three month and nine month 
periods ended September 30, 1996 and 1997.  The amount of dilution is 
computed using the treasury stock method.

    INVESTMENT SECURITIES.  The Company classifies all investment securities 
held as of December 31, 1995 as held-to-maturity securities.  As 
held-to-maturity securities mature, the proceeds of such securities are 
reinvested in available-for-sale securities.  The Company reports 
available-for-sale securities at fair value, with unrealized gains and losses 
excluded from earnings and reported as a separate component of stockholders' 
equity.

    RECLASSIFICATION.  Certain 1996 amounts have been reclassified to conform 
with the 1997 presentation.



                                 Page 5
<PAGE>

Item 2. - Management's Discussion and Analysis of Financial Condition and 
Results of Operations

RESULTS OF OPERATIONS

    The Company has experienced substantial growth in revenue driven by 
industry trends toward component-based outsourcing of Information Services 
operations, increased penetration of existing clients, expansion into new 
markets, increased productivity of existing branch offices, the opening of 
new branch offices and the introduction of new services.  Essentially all of 
the Company's revenue is generated from technical resource services that 
offer the benefits of outsourcing, while allowing Information Services 
operations managers to retain strategic control of their operations.  

    The Company continues to adapt its business to a more solution-based 
model. This is being accomplished through the Company's 
Smartsourcing-Registered Trademark- Solutions service offering and to a 
lesser extent, through recently formed alliances with leading technology 
providers.  

    Smartsourcing-Registered Trademark- Solutions are becoming a more 
significant part of the Company's revenue base.  Under a 
Smartsourcing-Registered Trademark- arrangement, wherein the Company may take 
over an entire portion of a client's Information Technology (IT) operations, 
the Company may provide for flexibility in invoicing arrangements other than 
more traditional hourly billing.  Such arrangements may include fixed price 
or per unit billing, as well as commitments made by the Company to meet 
specific service levels.  Management believes that Smartsourcing-Registered 
Trademark-revenue is an important measure of clients' confidence and 
willingness to engage the Company to provide more comprehensive IT staffing 
solutions.

    During 1996, the Company embarked upon two significant initiatives, the 
aforementioned Smartsourcing-Registered Trademark- Solutions service offering 
and its General Business program.  The General Business program, formerly 
known as the Company's Middle Market program, is a sales initiative which 
targets midsize customers in the $50 to $500 million revenue range.  During 
the first nine months of 1997, the Company continued to invest in these key 
initiatives to drive future growth.

    As of September 30, 1997, the Company had 57 offices in the United States 
and Canada, as compared to 49 offices at September 30, 1996.



                                 Page 6
<PAGE>

THIRD QUARTER FISCAL 1997 COMPARED TO THIRD QUARTER FISCAL 1996

    REVENUE.  Revenue increased by 33.7% from $49.8 million in the third 
quarter of 1996 to $66.6 million in the third quarter of 1997, primarily as a 
result of an increase in the hours of service provided and, to a lesser 
extent, from an increase in the average revenue per project hour.  The 
increase in hours of service was primarily due to increased productivity of 
existing branch offices and hours of service provided by new branch offices.  
The increase in average revenue per project hour reflects demand for 
technical employees with higher skill levels as well as the impact of a price 
increase in 1997.

    GROSS PROFIT.  Gross profit increased by 23.6% from $18.9 million in the 
third quarter of 1996 to $23.4 million in the third quarter of 1997, again 
primarily as a result of an increase in hours of service provided to clients. 
Gross margin decreased from 38.0% of revenue in the third quarter of 1996 to 
35.1% in the third quarter of 1997.  During the third quarter of 1997, the 
Company's gross margin was impacted primarily by more favorable pricing to 
some of its larger accounts.  The Company offers its largest clients volume 
discounts from list prices in order to encourage increased and continued 
usage of Company services.  The Company believes these discounts have 
contributed significantly to its revenue growth.  In addition, the Company 
believes its larger account relationships remain integral to its effort to 
sell value-added services and develop new customer relationships.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased from $13.1 million in the third quarter of 
1996 to $16.8 million in the third quarter of 1997, primarily due to 
increased commissions, bonuses and staffing expenses associated with revenue 
and profitability growth, expenses associated with the General Business 
initiative, investment in the infrastructure to support sales and delivery 
components of the Smartsourcing-Registered Trademark- Solutions program and 
an increased number of offices and their related operating costs.  Selling, 
general and administrative expenses decreased as a percentage of revenue from 
26.3% in the third quarter of 1996 to 25.2% in the third quarter of 1997, as 
these expenses are leveraged over an expanding revenue base.

    INCOME FROM OPERATIONS.  Income from operations increased from $5.8 
million in the third quarter of 1996, or 11.7% of total revenue, to $6.6 
million in the third quarter of 1997, or 9.9% of total revenue.

    PROVISION FOR INCOME TAXES.  The Company's provision for income taxes 
increased from $2.5 million, or an effective tax rate of 41.8%, in the third 
quarter of 1996 to $2.6 million, an effective tax rate of 38.0%, in the third 
quarter of 1997.  The decrease in the effective tax rate is the result of a 
tax planning initiative implemented in 1996.


                                 Page 7
<PAGE>

    NET INCOME.  The Company's net income increased from $3.5 million in the 
third quarter of 1996, or 7.1% of total revenue, to $4.2 million in the third 
quarter of 1997, or 6.3% of total revenue.

FIRST NINE MONTHS FISCAL 1997 COMPARED TO FIRST NINE MONTHS FISCAL 1996

    REVENUE.  Revenue increased by 29.7% from $144.3 million in the first 
nine months of 1996 to $187.1 million in the first nine months of 1997, 
primarily as a result of an increase in the hours of service provided and, to 
a lesser extent, from an increase in the average revenue per project hour.  
The increase in hours of service was primarily due to increased productivity 
of existing branch offices and hours of service provided by new branch 
offices.  The increase in average revenue per project hour reflects demand 
for technical employees with higher skill levels as well as the impact of a 
price increase in 1997.

    GROSS PROFIT.  Gross profit increased by 19.0% from $54.3 million in the 
first nine months of 1996 to $64.6 million in the first nine months of 1997, 
again primarily as a result of an increase in hours of service provided to 
clients.  Gross margin decreased from 37.6% of revenue in the first nine 
months of 1996 to 34.5% in the first nine months of 1997.  During the first 
nine months of 1997, the Company's gross margin was impacted primarily by 
more favorable pricing to some of its larger accounts.  The Company offers 
its largest clients volume discounts from list prices in order to encourage 
increased and continued usage of Company services.  The Company believes 
these discounts have contributed significantly to its revenue growth.  In 
addition, the Company believes its larger account relationships remain 
integral to its effort to sell value-added services and develop new customer 
relationships.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased from $38.5 million in the first nine months 
of 1996 to $48.3 million in the first nine months of 1997, primarily due to 
increased commissions, bonuses and staffing expenses associated with revenue 
and profitability growth, expenses associated with the General Business 
initiative, investment in the infrastructure to support sales and delivery 
components of the Smartsourcing-Registered Trademark- Solutions program and 
an increased number of offices and their related operating costs.  Selling, 
general and administrative expenses decreased as a percentage of revenue from 
26.7% in the first nine months of 1996 to 25.8% in the first nine months of 
1997, as these expenses are leveraged over an expanding revenue base.

    INCOME FROM OPERATIONS.  Income from operations increased from $15.8 
million in the first nine months of 1996, or 10.9% of total revenue, to $16.4 
million in the first nine months of 1997, or 8.7% of total revenue.


                                 Page 8
<PAGE>

    PROVISION FOR INCOME TAXES.  The Company's provision for income taxes 
decreased from $6.9 million, or an effective tax rate of 41.8%, in the first 
nine months of 1996 to $6.7 million, an effective tax rate of 38.9%, in the 
first nine months of 1997.  The decrease in the effective tax rate is the 
result of a tax planning initiative implemented in 1996.

    NET INCOME.  The Company's net income increased from $9.6 million in the 
first nine months of 1996, or 6.7% of total revenue, to $10.6 million in the 
first nine months of 1997, or 5.6% of total revenue.

LIQUIDITY AND CAPITAL RESOURCES

    During the first nine months of 1997, cash flow generated from operations 
was $1.8 million resulting primarily from earnings, increased accrued payroll 
expenses, and decreases in other receivables partially offset by a 
significant increase in accounts receivable.  The increase in accounts 
receivable reflects the increased volume of business and the increased number 
of clients requesting monthly instead of weekly billing during 1997.  Working 
capital increased from $51.8 million at December 31, 1996, to $57.2 million 
at September 30, 1997.

    Subsequent to September 30, 1997, the Company acquired CGI Systems, Inc., 
a majority-owned subsidiary of IBM Corporation, in a cash for stock 
transaction. CGI Systems, Inc. provides a range of information technology 
services including IT supplemental staffing; network solutions, including 
network implementation and Lotus Notes practices; applications development 
practices; and applications consulting practices for SAP, data warehousing 
and other applications.  In order to fund this acquisition, the Company 
opened a 3 year revolving line of credit in the amount of $75 million.  A 
substantial portion of the line of credit will be used to pay for the initial 
purchase price.  Management believes that the post-acquisition cash balances 
and funds provided by operations will be sufficient to finance continued 
expansion of its office network and to meet all of its anticipated cash 
requirements, including interest payments, for the next twelve months.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

    Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per 
Share," was issued in February 1997.  The Company is required to adopt the 
new standard for periods ending after December 15, 1997.  All prior period 
earnings per share data presented must be restated after adoption.  The 
standard establishes new methods for computing and presenting earnings per 
share and replaces the presentation of primary and fully-diluted earnings per 
share with basic and diluted earnings per share.  The new method for 
calculating diluted earnings per share under SFAS No. 128 does not have an 


                                 Page 9
<PAGE>

impact on the fully-diluted earnings per share presented for the 3 and 9 
month periods ended September 30, 1996 and 1997. 

    SFAS No. 130, "Reporting Comprehensive Income" was issued in June 1997. 
The Company is required to adopt the new standard for periods beginning after 
December 15, 1997. This statement establishes standards for reporting 
comprehensive income and its components in a full set of general purpose 
financial statements.  The standard requires all items that are required to 
be recognized under accounting standards as components of comprehensive 
income be reported in a financial statement that is displayed in equal 
prominence with the other financial statements.  The standard is not expected 
to have a material impact on the Company's current presentation of income.

    SFAS No. 131, "Disclosures about Segments of an Enterprise and Related 
Information" was issued in June 1997.  The Company is required to adopt the 
disclosures of SFAS No. 131 in the December 31, 1998 annual financial 
statements.  This statement establishes standards for the way companies are 
to report information about operating segments.  It also establishes 
standards for related disclosures about products and services, geographic 
areas, and major customers.  The Company is currently evaluating the impact 
of this standard on its financial statements.










                                 Page 10
<PAGE>


PART II - OTHER INFORMATION


ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

    (a)  The following documents are furnished as an exhibit and numbered
         pursuant to Item 601 of Regulation S-K:

         Exhibit Number        Description
         --------------        -----------
              27               Financial Data Schedule
    
    (b)  The registrant was not required to file any reports on Form 8-K for
         the quarter.















                                    Page 11
<PAGE>



                                      SIGNATURES
                                           
                                           

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

                                      ALTERNATIVE RESOURCES CORPORATION





Date:  November 14, 1997               /s/ Bradley K. Lamers          
                                       ----------------------------------------
                                       Bradley K. Lamers
                                       Vice President, Chief Financial Officer,
                                       Secretary, and Treasurer
                                           


                                 Page 12
<PAGE>

                          EXHIBIT INDEX
                                           
Exhibit        
Number                Description    
------                -----------
    
  27             Financial Data Schedule  















                                 Page 13