8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 26, 2006

Exponent, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-18655	77-0218904
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

149 Commonwealth Drive Menlo Park, CA	94025
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (650) 326-9400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On January 26, 2006, Exponent, Inc. issued a press release announcing its financial results for the fourth quarter ended December 30, 2005. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

See Item 9.01. Results of Operations and Financial Condition.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit 99.1     Press release dated January 26, 2006

Limitation on Incorporation by Reference

In accordance with general instructions B.2 and B.6 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.

SIGNATURE

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, thereto duly authorized.

EXPONENT, INC.
By:	/s/ Richard L. Schlenker
Name:	Richard L. Schlenker
Title:	Chief Financial Officer

Date: January 26, 2006

EXHIBIT INDEX

Exhibit 99.1    Press release dated January 26, 2006

EX-99.1

Exhibit 99.1

Exponent Reports Fourth Quarter and Fiscal Year 2005 Results

MENLO PARK, Calif., January 26, 2006 - Exponent, Inc. (Nasdaq: EXPO) today reported financial results for the fourth quarter and year ended December 30, 2005.

For the fourth quarter of 2005, net income increased 38% to $2,710,000, or $0.31 per diluted share, as compared to $1,966,000, or $0.22 per diluted share, in the same period of 2004. Revenues for the quarter increased 11% to $38,958,000, as compared to $35,059,000 in the same period a year ago. Revenues before reimbursements increased 8% to $34,605,000, as compared to $32,049,000 last year.

For fiscal year 2005, net income increased by 18% to $14,186,000, or $1.62 per diluted share, as compared to $12,040,000, or $1.41 per diluted share, in the same period of 2004. Revenues for the full year increased 2% to $155,196,000, as compared to $151,509,000 in fiscal year 2004. Revenues before reimbursements increased 3% to $142,861,000 as compared to $138,718,000 last year.

“We are pleased with our financial performance for the quarter, where revenues before reimbursements, excluding defense technology development, increased 10% over the prior year,” commented Michael Gaulke, CEO and President. “Our civil engineering practice had a strong quarter, as we assisted clients with the aftermath of hurricanes Katrina and Rita. In our biomechanics practice, we continued to grow our business, working with clients in their medical device development as well as in accident injury analysis. While our defense technology development business was soft, as expected, we completed the delivery of 332 robots, which are currently being deployed in Iraq.

“2005 was highlighted by strong performance in our civil engineering, biomechanics, and food and chemicals practices. At the same time, we effectively managed our business and improved margins over the prior year. We generated $13.8 million in cash from operations and closed the year with $69 million in cash, cash equivalents and short-term investments. In the second half of the year, we realized success in our recruiting efforts, achieving a five percent increase in technical full-time equivalent employees.

“As we look to 2006, we remain committed to recruiting key personnel, and continuing to expand our business while focusing on strategic areas, including health sciences, construction and design consulting. We believe that our diversified offerings uniquely position Exponent for growth in 2006 and beyond. In addition, we will focus on further improving our operating results and continuing to create value for shareholders,” concluded Mr. Gaulke.

Today’s Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, January 26, 2006, starting at 4:30 p.m. Eastern Time/1:30 p.m. Pacific Time. The audio on the conference call is available by dialing 888-830-3976. A live webcast of the call will be available on the Investor Relations section of the Company’s web site at www.exponent.com/investors. For those unable to listen to the live webcast, a replay of the call will also be available on the Exponent web site, or by dialing 800-642-1687 and entering the reservation #4245286.

About Exponent

Exponent is an engineering and scientific consulting firm providing solutions to complex problems. Exponent’s multidisciplinary organization of scientists, physician, engineers, and business consultants brings together more than 70 technical disciplines to address complicated issues facing industry and government today. The firm’s consultants analyze failures and accidents to determine their causes and provide answers to help prevent such problems. In addition, Exponent evaluates human health and environmental concerns to find cost-effective solutions.

Exponent may be reached at (888) 656-EXPO, info@exponent.com, or www.exponent.com.

This news release contains, and incorporates by reference, certain “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended thereto under) that are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. When used in this document and in the documents incorporated herein by reference, the words “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to the Company or its management, identify such forward-looking statements. Such statements reflect the current views of the Company or its management with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company’s actual results, performance, or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Factors that could cause or contribute to such material differences include the possibility that the demand for our services may decline as a result of changes in general and industry specific economic conditions, the effects of competitive services and pricing, and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in our Annual Report on Form 10-K under the heading “Factors That May Affect Future Operating Results and Market Price of Stock” and elsewhere in the report. The inclusion of such forward-looking information should not be regarded as a representation by the Company or any other person that the future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to release publicly any updates or revisions to any such forward-looking statements.

EXPONENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Quarters Ended December 30, 2005 and December 31, 2004

(in thousands, except per share data)

	Quarter Ended				Year Ended
	December 30, 2005		December 31, 2004		December 30, 2005		December 31, 2004
Revenues
Revenues before reimbursements	$	34,605	$	32,049	$	142,861	$	138,718
Reimbursements		4,353		3,010		12,335		12,791
Revenues		38,958		35,059		155,196		151,509
Operating expenses
Compensation and related expenses		23,519		21,420		93,963		90,760
Other operating expenses		4,686		4,884		18,618		18,801
Reimbursable expenses		4,353		3,010		12,335		12,791
General and administrative expenses		2,969		2,819		9,900		9,833
		35,527		32,133		134,816		132,185
Operating income		3,431		2,926		20,380		19,324
Other income
Interest income, net		388		172		1,205		471
Miscellaneous income, net		336		231		1,033		608
		724		403		2,238		1,079
Income before income taxes		4,155		3,329		22,618		20,403
Income taxes		1,445		1,363		8,432		8,363
Net income	$	2,710	$	1,966	$	14,186	$	12,040
Net income per share:
Basic	$	0.33	$	0.25	$	1.75	$	1.56
Diluted	$	0.31	$	0.22	$	1.62	$	1.41
Shares used in per share computations:
Basic		8,173		8,008		8,106		7,707
Diluted		8,845		8,738		8,769		8,537

EXPONENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 30, 2005 and December 31, 2004

(in thousands)

	December 30, 2005			December 31, 2004
Assets
Current assets:
Cash and cash equivalents	$	13,216		$	4,680
Short-term investments		55,682			55,366
Accounts receivable, net		46,211			38,586
Prepaid expenses and other assets		2,900			2,674
Deferred income taxes		2,156			2,205
Total current assets		120,165			103,511
Property, equipment and leasehold improvements, net		29,839			30,211
Goodwill		8,607			8,607
Other assets		5,630			1,803
	$	164,241		$	144,132
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	4,136		$	4,330
Accrued payroll and employee benefits		19,910			18,528
Deferred revenues		2,364			1,681
Total current liabilities		26,410			24,539
Other liabilities		3,487			1,484
Deferred rent		1,144			1,087
Total liabilities		31,041			27,110
Stockholders’ equity:
Common stock		8			8
Additional paid-in capital		46,880			42,282
Deferred stock-based compensation		(1,917	)		(907	)
Accumulated other comprehensive (loss) income		(93	)		114
Retained earnings		88,322			75,525
Total stockholders’ equity		133,200			117,022
	$	164,241		$	144,132