ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes. This discussion and analysis contains “forward-looking statements”, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to expectations concerning matters that are not historical facts. Such forward-looking statements may be identified by words such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. These statements, and all phases of our operations, are subject to known and unknown risks, uncertainties and other factors, some of which are identified herein and in our report on Form 10-K for the year ended May 31, 2004 (File No. 0-32113). Readers are cautioned not to place undue reliance on these forward-looking statements. Our actual results, levels of activity, performance or achievements and those of our industry may be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to update the forward-looking statements in this filing. References in this filing to “Resources Connection”, the “Company,” “we,” “us,” and “our” refer to Resources Connection, Inc. and its subsidiaries.

Overview

Resources Connection is an international professional services firm that provides experienced accounting and finance, risk management and internal audit, information technology, human resources, supply chain management and legal professionals to clients on a project basis. We assist our clients with discrete projects requiring specialized expertise in 1) accounting and finance, such as mergers and acquisitions due diligence, financial analyses (e.g., product costing and margin analyses), corporate reorganizations, budgeting and forecasting, audit preparation, public entity reporting and tax-related projects; 2) information management services, such as financial system/enterprise resource planning implementation and post implementation optimization; 3) human resources management services, such as compensation program design and implementation; 4) internal audit services, (provided via our subsidiary Resources Audit Solutions or “RAS”) such as documenting internal controls and assisting clients with their compliance efforts under the Sarbanes-Oxley Act of 2002 (“Sarbanes”); 5) supply chain management (“SCM”) services, such as leading strategic sourcing efforts, negotiating contracts and performing tactical purchasing; and 6) legal services, that provides attorneys, paralegals and contract managers to assist clients and law firms with project-based or peak period needs.

We began operations in June 1996 as a division of Deloitte & Touche and operated as a wholly owned subsidiary of Deloitte & Touche from January 1997 until April 1999. In November 1998, our management formed RC Transaction Corp., renamed Resources Connection, Inc., to raise capital for an intended management-led buyout. In April 1999, we completed the management-led buyout in partnership with several investors. In December 2000, we completed our initial public offering of common stock and began trading on the Nasdaq National Market.

Growth in revenue, to date, has generally been the result of establishing offices in major markets. The following table summarizes the opening date of our offices, our expansion overseas and the creation of additional service lines.

11

Table of Contents

In the first quarter of fiscal 2004, we completed three transactions (the “2004 acquisitions”) to enhance our international presence as well as our ability to assist clients with the compliance efforts under Sarbanes. The largest of the three transactions was the all-cash acquisition for $29.8 million of the outstanding capital shares of Ernst & Young’s subsidiary, Executive Temporary Management BV (“ETM”) in the Netherlands on July 15, 2003. ETM, renamed Resources Connection.NL BV (“RC.NL”), is considered a market leader in the interim management industry in the Netherlands. We believe this acquisition provides a foundation in continental Europe and will allow us to market to our current and prospective multinational clients seeking an alternative to the Big Four firms, particularly in light of concerns about auditor independence. RC.NL, which had seven offices at the date of acquisition, has consolidated two of the offices, in an effort to streamline operations and reduce costs during the European economic slowdown. RC.NL contracted with, or employed, over 274 professional service associates on assignment as of November 30, 2004.

In addition to the European expansion driven by the acquisition of RC.NL, we also acquired the operations of Deloitte Re:sources Pty Ltd. from Deloitte Touche Tohmatsu Australia in an all-cash deal for $1 million on June 1, 2003. We originally launched the subsidiary, now renamed Resources Connection Australia Pty. Ltd., in 1998 on behalf of the Deloitte Touche Tohmatsu Australia firm. The acquisition presented the opportunity to expand our Asia Pacific presence.

In July 2003, we acquired the company that developed policyIQ ^TM , a web-based solution for internal controls documentation and content management. The purchase included upfront cash and provision for contingent payments based on sales volume. policyIQ is a tool that our clients can use to assist in complying with Sarbanes, among other initiatives.

On August 27, 2004, the Company acquired approximately 80% of Nordic Spring Management Consulting AB (“Nordic Spring”) of Stockholm, Sweden for $3.7 million. This acquisition expands the Company’s European footprint into the Nordic/Scandinavian region. Consideration paid consisted of approximately $3.1 million in cash, $150,000 in transaction costs directly attributable to the acquisition and approximately 16,000 shares of common stock with a fair value of approximately $500,000. The acquisition agreement also provides for an additional earn-out payment if Nordic Spring meets certain financial goals for calendar year 2004. Resources Connection will purchase the remaining 20% of the shares of Nordic Spring in the first quarter of fiscal 2007. The purchase price is dependent upon Nordic Spring’s operating income (before interest and depreciation) for fiscal 2006 and will consist of consideration of 50% in cash and 50% in the Company’s common stock.

As of November 30, 2004, we served our clients through 48 offices in the United States and 14 offices abroad.

Critical Accounting Policies

The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The following represents a summary of our critical accounting policies, defined as those policies that we believe: (a) are the most important to the portrayal of our financial condition and results of operations and (b) involve inherently uncertain issues that require management’s most difficult, subjective or complex judgments.

Valuation of long-lived assets —We assess the potential impairment of long-lived tangible and intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our goodwill and certain other intangible assets are not subject to periodic amortization over their estimated useful lives. These assets are

12

Table of Contents

now considered to have an indefinite life and their carrying values are required to be assessed by us for impairment at least annually. Depending on future market values, our operating performance and other factors, these assessments could potentially result in impairment reductions of these intangible assets in the future.

Allowance for doubtful accounts —We maintain an allowance for doubtful accounts for estimated losses resulting from the failure of our clients to make required payments for services rendered. We estimate this allowance based upon our knowledge of the financial condition of our clients, review of historical receivable and reserve trends and other pertinent information. If the financial condition of our clients deteriorates or we note an unfavorable trend in aggregate receivable collections, additional allowances may be required.

Income taxes —In order to prepare our consolidated financial statements, we are required to make estimates of income taxes, if applicable, in each jurisdiction in which we operate. The process incorporates an assessment of any current tax exposure together with temporary differences resulting from different treatment of transactions for tax and financial statement purposes. These differences result in deferred tax assets and liabilities that are included in our Consolidated Balance Sheets. The recovery of deferred tax assets from future taxable income must be assessed and, to the extent recovery is not likely, we will establish a valuation allowance. An increase in the valuation allowance results in recording additional tax expense. If the ultimate tax liability is greater than the amount of tax expense we have reflected in the Consolidated Statements of Income, additional tax expense may need to be recorded.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

Three Months Ended November 30, 2004 Compared to Three Months Ended November 30, 2003

Revenue . Revenue increased $63.0 million, or 85.1%, to $137.0 million for the three months ended November 30, 2004 from $74.0 million for the three months ended November 30, 2003. This increase was triggered by the continued expansion of our scope of services and improved overall demand for our services, resulting in more billable hours for our associates and improvement in rate per hour. We believe our business expanded in all of our service lines by increasing market awareness of our ability to provide those types of services. In particular, RAS engagements increased significantly in the quarter. We believe one of the reasons for the increase in RAS engagements is the need generated by companies with calendar year-end deadlines for compliance with Sarbanes. Additional regulatory changes, such as the New York Stock Exchange requirement that all listed companies maintain or create an internal audit department, may generate opportunities for expanding our services. Average bill rates improved by 11.1% compared to the prior year average bill rate. The increase in revenue is also reflected by the increase in the number of associates on assignment from 1,665 at the end of the second quarter of fiscal 2004 to 2,645 at the end of the second quarter of fiscal 2005.

Revenue for domestic United States offices improved 91.7% or $54.0 million from $58.9 million for the three months ended November 30, 2003 to $112.9 million for the three months ended November 30, 2004. While general economic conditions have improved in the United States in the second quarter of fiscal 2005 compared to fiscal 2004, the market of our Dutch practice remains difficult. Revenue for the Dutch practice improved 9.3% or $1.1 million, from $12.2 million for the three months ended November 30, 2003 to $13.3 million for the three months ended November 30, 2004. The other international offices’ revenue grew 270.1% or $7.9 million, from $2.9 million for the three months ended November 30, 2003 to $10.8 million for the three months ended November 30, 2004. These results include a full quarter of operations for the Nordic Spring practice acquired in Sweden in August 2004 and the office opened in Japan in the third quarter of fiscal 2004.

Our clients do not sign long-term contracts with us. Therefore, our future revenue or operating results cannot be reliably predicted from previous quarters or from extrapolation of past results.

We operated 62 and 66 offices in the second quarters of fiscal 2005 and fiscal 2004, respectively. The decrease in the number of offices reflects the consolidation of offices with operations within contiguous areas of the United States and the Netherlands since the second quarter of fiscal 2004.

Direct Cost of Services . Direct cost of services increased $36.4 million, or 80.2%, to $81.9 million for the three months ended November 30, 2004 from $45.4 million for the three months ended November 30, 2003. The increase in direct cost of services was attributable to the previously described expansion of the scope of services resulting in more chargeable hours for our associates at higher average pay rates; overall, the average pay rate per hour increased by 7.2% year-over-year. The direct cost of services as a percentage of revenue (the “direct cost of services percentage”) was 59.7% and 61.4% for the three months ended

13

Table of Contents

November 30, 2004 and 2003, respectively. The favorable change in the direct cost of services percentage was the result of improvement in the ratio of direct associate salary expense compared to hourly revenue generated, as reflected by the increase in average bill rate per hour in the quarter as compared to the average pay rate per hour, and the increase in conversion fees and software revenue (revenues with little or no direct cost of services). To a lesser extent, spreading certain variable costs, such as health and dental insurance, over a larger revenue base helped improve the direct cost of services percentage. These favorable improvements in the direct cost of services percentage were partially offset by the increase in volume of zero margin client expense reimbursements between the second quarter of fiscal 2004 and fiscal 2005, as the Company’s projects requiring associate travel increased significantly.

The cost of compensation and related benefits offered to the associates of our international offices has been greater as a percentage of revenue than our domestic operations. In addition, international offices use independent contractors more extensively. Thus, the direct cost of services percentage of our international offices has usually exceeded our domestic operation’s targeted direct cost of services percentage of 60%.

Selling, General and Administrative Expenses . Selling, general and administrative expenses decreased as a percentage of revenue from 27.7% for the quarter ended November 30, 2003 to 20.6% for the quarter ended November 30, 2004 as a result of improved leverage. Selling, general and administrative expenses increased $7.7 million, or 37.6%, to $28.2 million for the three months ended November 30, 2004 from $20.5 million for the three months ended November 30, 2003. In particular, compensation and related benefit expenses increased as management and administrative headcount grew from 436 at the end of the second quarter of fiscal 2004 to 529 at the end of the second quarter of fiscal 2005. The increase in dollars spent was attributable to the increase in salaries and benefit costs driven by the larger headcount and occupancy and related costs from relocated or expanded offices . Other increases in spending in the 2005 fiscal second quarter were: bonus expense as a result of the Company’s improved revenue results; bad debt expense in line with its receivable balance growth; recognition of the cost for the severance agreement of a senior executive in the Netherlands practice; and recruiting expense to support the need for an increased number of associates.

The Company anticipates its selling, general and administrative expenses to continue to increase in the remaining quarters of fiscal 2005, as it recruits certain key management positions, to support and grow the current revenue level. However, there can be no assurance that the Company will be able to recruit and identify appropriate candidates.

Amortization and Depreciation Expense . Amortization of intangible assets increased to $411,000 in the second quarter of fiscal 2005 compared to $392,000 in the prior year’s second quarter. The slight increase between quarters is related to the completion of the Company’s allocation of the purchase price of the 2004 acquisitions in the third quarter of fiscal 2004. The Company considered a number of factors in performing this valuation, including a valuation of identifiable intangible assets. As a result, approximately $5.5 million of the cumulative purchase price of the 2004 acquisitions was assigned to amortizable intangible assets related to contractually based customer relationships, acquired databases of potential associates and technology related to the policyIQ software. These intangibles will be amortized over one to five years. The Company is also amortizing intangible assets related to the SCM acquisition through fiscal 2006. In the prior year second quarter, amortization expense related primarily to the amortization of the SCM intangibles assets and an estimate of the amortization expense related to the 2004 acquisitions. Amortization expense in the subsequent quarters of fiscal 2005 is likely to increase slightly when the allocation of purchase price of Nordic Spring is completed.

Depreciation expense increased from $433,000 for the three months ended November 30, 2003 to $567,000 for the three months ended November 30, 2004. This increase reflects the impact of depreciation related to the offices relocated or expanded since November 2003 and investments in information technology.

Interest Income . During the second quarter of fiscal 2005, interest income was $411,000 compared to interest income of $103,000 in the quarter ended November 30, 2003. The increase in interest income is a combination of a higher average cash balance available for investment in the second quarter of fiscal 2005 and the improved interest rates available year over year. The Company earned approximately 1.9%, annualized, on its investments during the quarter.

The Company has invested available cash in money market and commercial paper investments that have been classified as cash equivalents due to the short maturities of these investments. In addition, as of November 30, 2004, the Company has $39 million in government-agency bonds with maturity dates in excess of one year from the balance sheet date. The bonds mature through November 2006 and have coupon rates ranging from 2.0% to 3.3%. These investments have been classified in the November 30, 2004 consolidated balance sheet as “held-to-maturity” securities.

14

Table of Contents

Income Taxes . The provision for income taxes increased from $3.0 million for the three months ended November 30, 2003 to $10.8 million for the three months ended November 30, 2004 as a result of the increase in the Company’s pre-tax income. The effective tax rate was approximately 41.0% for the three months ended November 30, 2004 and 40.5% for the three months ended November 30, 2003, which differs from the federal statutory rate primarily due to state taxes, net of federal benefit. Periodically, the Company reviews the components of both book and taxable income to analyze the adequacy of the provision. There can be no assurance that the Company’s effective tax rate will not increase in the future.

Six Months Ended November 30, 2004 Compared to Six Months Ended November 30, 2003

The comments regarding the consolidated results of operation for the six months ended November 30, 2004 discussed below include the results of operations for Nordic Springs from August 27, 2004 through November 30, 2004. The results of operations for the six months ended November 30, 2003 include the results of operations of the following acquisitions for the following periods: for Resources Connection Australia Pty Ltd, a full six months of results of operations; for RC.NL, results of operations from July 15, 2003 through November 30, 2003; and for policyIQ, results of operations from July 30, 2003 through November 30, 2003.

Revenue . Revenue increased $118.9 million, or 89.0%, to $252.4 million for the six months ended November 30, 2004 from $133.6 million for the six months ended November 30, 2003. In the prior year first six months, the 2004 acquisitions provided $19.0 million in additional revenues. In the current year first six months, increased revenue was triggered by the continued expansion of our scope of services resulting in more billable hours for our associates and an improvement in rate per hour. We believe our business expanded in all of our service lines by increasing market awareness of our ability to provide those types of services. In particular, RAS engagements increased significantly in the first six months of fiscal 2005. We believe one of the reasons for the increase in RAS engagements is the need generated by companies with calendar year-end deadlines for compliance with Sarbanes. Overall bill rates improved by 9.8% compared to the prior year average bill rate. The increase in revenue is also reflected by the increase in the number of associates on assignment from 1,665 at the end of the second quarter of fiscal 2004 to 2,645 at the end of the second quarter of fiscal 2005.

Revenue for domestic United States offices improved 89.9% or $99.3 million from $110.5 million for the six months ended November 30, 2003 to $209.7 million for the six months ended November 30, 2004. Revenue for the Dutch practice improved 41.3% or $7.1 million, from $17.2 million for the six months ended November 30, 2003 to $24.3 million for the six months ended November 30, 2004; however, the November 30, 2003 results include amounts only from July 15, 2003 (date of acquisition). The other international offices’ revenue grew 210.9% or $12.5 million, from $5.9 million for the six months ended November 30, 2003 to $18.4 million for the six months ended November 30, 2004. These results include one quarter of operations for the Nordic Spring practice acquired in Sweden in August 2004 and the office opened in Japan in the third quarter of fiscal 2004.

We operated 62 offices during the first six months of fiscal 2005 compared with 66 offices during the first six months of the previous fiscal year. The decrease in the number of offices reflects the consolidation of offices with operations within contiguous areas of the United States and the Netherlands since the second quarter of fiscal 2004.

Direct Cost of Services . Direct cost of services increased $70.3 million, or 86.3%, to $151.8 million for the six months ended November 30, 2004 from $81.5 million for the six months ended November 30, 2003. The increase in direct cost of services was attributable to the previously described expansion of the scope of services resulting in more chargeable hours for our associates at higher average pay rates as well as the inclusion of the results of the 2004 acquisitions for a full six months in fiscal 2005; overall, the average pay rate per hour increased by 7.6% year-over-year. The direct cost of services as a percentage of revenue (the “direct cost of services percentage”) decreased from 61.0% for the six months ended November 30, 2003 to 60.1% for the six months ended November 30, 2004. The favorable change in the direct cost of services percentage was the result of improvement in the ratio of direct associate salary expense compared to hourly revenue generated, as reflected by the improved average bill rate per hour over average pay rate per hour, and the increase in conversion fees and software revenue (revenues with little or no direct cost of services). These favorable factors were offset by the greater impact of the international operations with a higher direct cost of services percentage and the increase in volume of zero margin client expense reimbursements as the Company’s projects requiring associate travel increased significantly.

Selling, General and Administrative Expenses . Selling, general and administrative expenses increased $15.7 million, or 41.5%, to $53.4 million for the six months ended November 30, 2004 from $37.7 million for the six months ended November 30, 2003. This increase was primarily attributable to the 2004 acquisitions. In particular, compensation and related benefit expenses increased as management and administrative headcount grew from 436 at the end of the first half of fiscal 2004 to 529 at the end of the first half of fiscal 2005. The increase in dollars spent was attributable to the increase in salaries and benefit costs driven by

15

Table of Contents

the larger headcount and occupancy and related costs from relocated or expanded offices. Other increases in spending in the first six months of fiscal 2005 were: bonus expense as a result of the Company’s improved revenue results; bad debt expense in line with its receivable growth; recognition of the cost for the severance agreement of a senior executive in the Netherlands practice; and recruiting expense to support the need for an increased number of associates. However, despite the increase in amount spent, selling, general and administrative expenses decreased as a percentage of revenue from 28.2% for the six months ended November 30, 2003 to 21.1% for the six months ended November 30, 2004.

Amortization and Depreciation Expense . Amortization of intangible assets increased to $822,000 in the first half of fiscal 2005 compared to $698,000 in the prior year’s first half. The increase is related to the 2004 acquisitions. In the first half of fiscal 2004, an estimate was made of the amount of intangibles related to the 2004 acquisitions. During the third quarter of fiscal 2004, the Company completed its allocation of the purchase price of the acquisitions, and considered a number of factors in performing this valuation, including a valuation of identifiable intangible assets.

Depreciation expense increased from $820,000 for the six months ended November 30, 2003 to $1.1 million for the six months ended November 30, 2004. This increase reflects the increased depreciation from assets acquired in the 2004 acquisitions, the other offices relocated or expanded since November 2003 and investments in information technology.

Interest Income . During the first half of fiscal 2005, interest income was $715,000 compared to interest income of $275,000 in the six months ended November 30, 2003. The increase in interest income is a combination of a higher average cash balance available for investment during the first six months of fiscal 2005 and improved interest rates available year over year.

Income Taxes . The provision for income taxes increased from $5.3 million for the six months ended November 30, 2003 to $18.9 million for the six months ended November 30, 2004 as a result of the increase in the Company’s pre-tax income and a slight increase in the effective tax rate for fiscal 2005. The effective tax rates were approximately 41.0% and 40.5% for the six months ended November 30, 2004 and 2003, respectively, which differ from the federal statutory rate primarily due to state taxes, net of federal benefit.

Comparability of Quarterly Results . Our quarterly results have fluctuated in the past and we believe they will continue to do so in the future. Certain factors that could affect our quarterly operating results are described below in the section of this report entitled “Risks Related to Our Business.” Due to these and other factors, we believe that quarter-to-quarter comparisons of our results of operations are not meaningful indicators of future performance.

Liquidity and Capital Resources

Our primary source of liquidity is cash provided by our operations and, to the extent necessary, available commitments under our revolving line of credit. On an annual basis, we have generated positive cash flows from operations since inception.

The Company’s original August 2001 $10.0 million unsecured revolving credit facility with Bank of America has been replaced effective March 26, 2004 with a new $10.0 million unsecured revolving credit facility with substantially the same terms (the “Credit Agreement”). The Credit Agreement allows the Company to choose the interest rate applicable to advances. The interest rate options are Bank of America’s prime rate, a London Inter-Bank Offered (“LIBOR”) rate plus 1.5% or Bank of America’s Grand Cayman Banking Center (“IBOR”) rate plus 1.5%. Interest, if any, is payable monthly. There is an annual facility fee of 0.25% payable on the unutilized portion of the Credit Agreement. The Credit Agreement expires December 1, 2005. As of November 30, 2004, the Company had no outstanding borrowings under the revolving credit facility and is in compliance with all covenants included in the Credit Agreement.

Net cash provided by operating activities was $26.7 million for the six months ended November 30, 2004 compared to $4.6 million for the six months ended November 30, 2003. Cash provided by operations resulted primarily from the increase in net income in the first six months of fiscal 2005 to $27.2 million. Other components of the net increase in cash provided by operations were an increase in the accrual for the Company’s income tax obligations and a higher accrued salary balance as a result of the Company’s growth. These favorable impacts on operating cash were offset by growth in the Company’s accounts receivable balance in fiscal 2005 of $13.7 million, reflecting the Company’s higher revenue in the first six months of fiscal 2005 as compared to the first six months of fiscal 2004. The Company’s working capital includes $59.5 million in cash and cash equivalents as of November 30, 2004.

Net cash used in investing activities was $24.6 million for the first six months of fiscal 2005 compared to $26.2 million in the first six months of fiscal 2004. The Company used a net amount of approximately $1.9 million in cash in the first six months of

16

Table of Contents

fiscal 2005 to complete the acquisition of an 80% interest in Nordic Spring and pay related transaction costs. In the prior year first six months, the Company used approximately $30.8 million for the 2004 acquisitions and related transaction costs. In addition, the Company spent approximately $1.6 million on leasehold improvements, office equipment and information technology upgrades in the first six months of fiscal 2005, up from $453,000 in the previous year’s first six months. In the first half of the prior year, the Company had a net redemption of $5 million in long-term investments ; in the current year first six months, the Company has invested a net of $21 million in securities with a maturity greater than one year.

Net cash provided by financing activities totaled $4.8 million for the six months ended November 30, 2004 compared to $4.5 million for the comparable prior year period. Fewer stock options were exercised in the first six months of fiscal 2005 compared to the prior year comparable period, but this was offset by higher proceeds from the Company’s Employee Stock Purchase Plan.

Our ongoing operations and anticipated growth in the geographic markets we currently serve will require us to continue making investments in capital equipment, primarily technology hardware and software. In addition, we may consider making additional strategic acquisitions. We anticipate that our current cash, existing availability under our revolving line of credit and the ongoing cash flows from our operations will be adequate to meet our working capital and capital expenditure needs for at least the next 12 months. If we require additional capital resources to grow our business, either internally or through acquisition, we may seek to sell additional equity securities or secure additional debt financing. The sale of additional equity securities or the addition of new debt financing could result in additional dilution to our stockholders. We may not be able to obtain financing arrangements in amounts or on terms acceptable to us in the future. In the event we are unable to obtain additional financing when needed, we may be compelled to delay or curtail our plans to develop our business, which could have a material adverse affect on our operations, market position and competitiveness.

In October 2002, our board of directors approved a stock repurchase program, authorizing the repurchase of up to 1.5 million shares of our common stock. As of November 30, 2004, we had not repurchased any shares of our common stock under this program.

Recent Accounting Pronouncements

On December 16, 2004, the FASB issued SFAS No. 123 (revised), “Share-Based Payment” (“SFAS 123 (R)”). This standard requires expensing of stock options and other share-based payments and supersedes FASB’s earlier rule (the original SFAS 123) that had allowed companies to choose between expensing stock options or showing pro forma disclosure only. The Company will be required to implement the new pronouncement beginning in fiscal 2006.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

RISKS RELATED TO OUR BUSINESS

This section highlights specific risks affecting our business, operating results and financial condition. The order in which the risks appear is not intended as an indication of their relative weight or importance.

We must provide our clients with highly qualified and experienced associates, and the loss of a significant number of our associates, or an inability to attract and retain new associates, could adversely affect our business and operating results.

Our business involves the delivery of professional services, and our success depends on our ability to provide our clients with highly qualified and experienced associates who possess the skills and experience necessary to satisfy their needs. Such professionals are in great demand, particularly in certain geographic areas, and are likely to remain a limited resource for the foreseeable future. Our ability to attract and retain associates with the requisite experience and skills depends on several factors including, but not limited to, our ability to:

17

Table of Contents

We cannot assure you that we will be successful in accomplishing any of these factors and, even if we are, that we will be successful in attracting and retaining the number of highly qualified and experienced associates necessary to maintain and grow 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.

We operate in a competitive, fragmented market, and we compete for clients and associates with a variety of organizations that offer similar services. The competition is likely to increase in the future due to the expected growth of the market and the relatively few barriers to entry. Our principal competitors include:

We cannot assure you that we will be able to compete effectively against existing or future competitors. Many of our competitors have significantly greater financial resources, greater revenues and greater name recognition, which may afford them an advantage in attracting and retaining clients and associates. In addition, our competitors may be able to respond more quickly to changes in companies’ needs and developments in the professional services industry.

An economic downturn or change in the use of outsourced professional services associates could adversely affect our business.

During the recent downturn in the U.S. economy, our business was affected. As the general level of economic activity slowed, our clients delayed or canceled plans that involved professional services, particularly outsourced professional services. Consequently, we experienced fluctuations in demand for our services. In addition, the use of professional services associates on a project basis could decline for non-economic reasons. In the event of a non-economic reduction in the demand for our associates, our financial results could suffer.

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 do not have long-term agreements with our clients for the provision of services. The success of our business is dependent on our ability to secure new projects from clients. For example, if we are unable to secure new client projects because of improvements in our competitors’ service offerings, or because of a change in government regulatory requirements or because of an economic downturn decreasing the demand for outsourced professional services, our business is likely to be materially adversely affected. New impediments to our ability to secure projects from clients may develop over time, such as the increasing use by large clients of companies that manage their relationship with service providers.

We may be legally liable for damages resulting from the performance of projects by our associates or for our clients’ mistreatment of our associates.

Many of our engagements with our clients involve projects that are critical to our clients’ businesses. If we fail to meet our contractual obligations, we could be subject to legal liability or damage to our reputation, which could adversely affect our business, operating results and financial condition. It is likely, because of the nature of our business, that we will be sued in the future. Claims brought against us could have a serious negative effect on our reputation and on our business, financial condition and results of operations.

Because we are in the business of placing our associates in the workplaces of other companies, we are subject to possible claims by our associates alleging discrimination, sexual harassment, negligence and other similar activities by our clients. We may also be subject to similar claims from our clients based on activities by our associates. The cost of defending such claims, even if groundless, could be substantial and the associated negative publicity could adversely affect our ability to attract and retain associates and clients.

18

Table of Contents

We may not be able to grow our business, manage our growth or sustain our current business.

We grew rapidly from our inception in 1996 until 2001 by opening new offices and by increasing the volume of services we provide through existing offices. We experienced a decline in revenue in fiscal 2002 to $181.7 million from $191.5 million in fiscal 2001, but then rebounded in fiscal 2003 to revenue of $202.0 million. Although revenue increased in fiscal 2004 by 37% compared to fiscal 2003 (excluding revenue from the 2004 acquisitions), and revenue has increased in the first six months of fiscal 2005 compared to the prior year first six months, there can be no assurance that we will continue to be able to maintain or expand our market presence in our current locations or to successfully enter other markets or locations. A significant portion of recent growth emanates from clients’ demands related to initial compliance with certain sections of Sarbanes. Our ability to successfully grow our business will depend upon a number of factors, including our ability to:

Even if we are able to continue our growth, the growth will result in new and increased responsibilities for our management as well as increased demands on our internal systems, procedures and controls, and our administrative, financial, marketing and other resources. Failure to adequately respond to these new responsibilities and demands may adversely affect our business, financial condition and results of operation.

The increase in our international activities will expose us to additional operational challenges that we might not otherwise face.

As we increase our international activities, we will have to confront and manage a number of risks and expenses that we would not otherwise face if we conducted our operations solely in the United States. If any of these risks or expenses occur, there could be a material negative effect on our operating results. These risks and expenses include:

19

Table of Contents

We have acquired, and may continue to acquire, companies, and these acquisitions could disrupt our business.

We have acquired several companies and may continue to acquire companies in the future. Entering into an acquisition entails many risks, any of which could harm our business, including:

Our business could suffer if we lose the services of one or more key members of our management.

Our future success depends upon the continued employment of Donald B. Murray, our chief executive officer, and Stephen J. Giusto, our chief financial officer. The departure of Mr. Murray, Mr. Giusto or any of the other key members of our senior management team could significantly disrupt our operations. Key members of our senior management team include Karen M. Ferguson, an executive vice president, John D. Bower, our vice president, finance, and Kate W. Duchene, our chief legal officer and executive vice president of human relations. We do not have employment agreements with Mr. Bower or Ms. Duchene.

Our quarterly financial results may be subject to significant fluctuations that may increase the volatility of our stock price.

Our results of operations could vary significantly from quarter to quarter. Factors that could affect our quarterly operating results include:

Due to these and other factors, we believe that quarter-to-quarter comparisons of our results of operations are not meaningful indicators of future performance. It is possible that in some future periods, our results of operations may be below the expectations of investors. If this occurs, the price of our common stock could decline.

20

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.

In connection with providing services to clients in certain regulated industries, such as the gaming and energy industries, we are subject to industry-specific regulations, including licensing and reporting requirements. Complying with these requirements is costly and, if we fail to comply, we could be prevented from rendering services to clients in those industries in the future.

It may be difficult for a third party to acquire our company, and this could depress our stock price.

Delaware corporate law and our second restated certificate of incorporation and bylaws contain provisions that could delay, defer or prevent a change of control of our company or our management. These provisions could also discourage proxy contests and make it difficult for you and other stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that future investors are willing to pay for your shares. These provisions:

The Company’s board of directors has adopted a stockholder rights plan, which was described in the Company’s May 31, 2004 Report on Form 10-K. The existence of this rights plan may also have the effect of delaying, deferring or preventing a change of control of our company or our management by deterring acquisitions of our stock not approved by our board of directors.

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.

We believe that establishing, maintaining and enhancing the Resources Connection brand name are essential to our business. We have obtained U.S. registrations on our service mark and logo, Registration No. 2,516,522 registered December 11, 2001, and No. 2,524,226 registered January 1, 2002 and No. 2,613,873, registered September 3, 2002. We have been aware from time to time of other companies using the name “Resources Connection” or some variation thereof. There could be potential trade name or service mark infringement claims brought against us by the users of these similar names and marks and those users may have service mark rights that are senior to ours. If these claims were successful, we could be forced to cease using the service mark “Resources Connection” even if an infringement claim is not brought against us. It is also possible that our competitors or others will adopt service names similar to ours or that our clients will be confused by another company using a name, service mark or trademark similar to ours, thereby impeding our ability to build brand identity. We cannot assure you that our business would not be adversely affected if confusion did occur or if we are required to change our name.

21

Table of Contents

Our clients may be confused by the presence of competitors and other companies that have names similar to our name.

We are aware of other companies using the name “Resources Connection” or some variation thereof. The existence of these companies may confuse our clients, thereby impeding our ability to build our brand identity. To avoid confusion, we are changing the name of the operating company effective January 10, 2005 to Resources Global Professionals and that could entail risks. The name change to Resources Global Professionals may also create risk to the Company if it causes confusion in the marketplace or is not well received by our clients.

22

Table of Contents