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 30, 2008

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 30, 2008, Exponent, Inc. issued a press release announcing its financial results for the fourth quarter ended December 28, 2007. 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

(d) Exhibits.

Exhibit 99.1 Press release dated January 30, 2008

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 30, 2008

EXHIBIT INDEX

Exhibit 99.1 Press release dated January 30, 2008

EX-99.1

Exhibit 99.1

Exponent Reports Strong Fourth Quarter and Fiscal Year 2007 Results

MENLO PARK, Calif., January 30, 2008 - Exponent, Inc. (Nasdaq: EXPO) today reported financial results for the fourth quarter and fiscal year ended December 28, 2007.

For the fourth quarter of 2007, revenues increased 37% to $56,734,000, as compared to $41,482,000, in the same period of 2006. Revenues before reimbursements grew 24% to $46,974,000, as compared to $38,021,000, last year. Net income was up 76% to $5,247,000, or $0.33 per diluted share, as compared to $2,979,000, or $0.18 per diluted share, in the prior year period. EBITDAS¹ improved 57% to $10,672,000, as compared to $6,802,000, in the fourth quarter of 2006.

For the fiscal year ended December 28, 2007, revenues increased 22% to $205,148,000, as compared to $168,496,000, in fiscal year 2006. Revenues before reimbursements grew 17% to $183,139,000, as compared to $156,742,000, last year. Net income was up 43% to $20,341,000, or $1.25 per diluted share, as compared to $14,194,000, or $0.83 per diluted share, in the prior year. EBITDAS¹ improved 41% to $41,844,000, as compared to $29,693,000, in 2006.

During 2007, Exponent generated $27.0 million in cash flow from operations, used $24.6 million to repurchase its common stock, and closed the year with $63.7 million in cash, cash equivalents and short-term investments.

“The fourth quarter benefited from continued strong performances of a broad set of practices, as well as the delivery of Rapid Deployment Integrated Surveillance Systems to the U.S. Army,” commented Michael R. Gaulke, Chairman and CEO. “In addition to the positive impact of our defense technology development practice, we posted strong revenue growth, improved utilization, and solid bottom line profit. We had notable performance in our electrical & semiconductors, thermal sciences, human factors, and mechanics & materials practices, in addition to our health and environmental groups.

“In 2007, we were able to convert our strong revenue growth into expanded margins through utilization improvement, infrastructure leverage, and increases in product sales. In addition to our strong financial results for the year, we made significant progress in several of our strategic growth areas including health science consulting, product design consulting, energy consulting, and defense technology development.

“In the coming year, we expect to post high single-digit to low double-digit growth in revenue before reimbursements as we focus on capitalizing on our strategic growth areas. We believe the demand for our consulting services will continue to expand as products and processes become more technologically complex and geographically dispersed. We also see our demand continuing to be driven by product failures, human health hazards, and environmental concerns. We believe that Exponent’s differentiated market position as a multidisciplinary engineering and scientific consulting firm with unparalleled technical expertise and experience will allow us to translate these opportunities and market drivers into long-term shareholder value,” concluded Mr. Gaulke.

Today’s Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, January 30, 2008, starting at 4:30 p.m. Eastern Daylight Time/1:30 p.m. Pacific Daylight Time. The audio on the conference call is available by dialing 800-219-6110. 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 800-405-2236 and entering reservation #11106971.

About Exponent

Exponent is an engineering and scientific consulting firm providing solutions to complex problems. Exponent’s multidisciplinary organization of scientists, physicians, engineers, and business consultants brings together more than 90 technical disciplines to address complicated issues facing industry and government today. The firm is best known for analyzing accidents and failures to determine their causes, but in recent years it has become more active in assisting clients with their new products to help prevent problems in the future. 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 timing of engagements for our services, the effects of competitive services and pricing, the absence of backlog related to our business, our ability to attract and retain key employees, the effect of tort reform and government regulation on our business, 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 “Risk Factors” 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.

(1) EBITDAS is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization, and stock-based compensation. The Company regards EBITDAS as a useful measure of operating performance and cash flow to complement operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDAS provides meaningful comparisons of past, present and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. This measure, however, should be considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. A reconciliation of EBITDAS to GAAP is set forth below.

EXPONENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Quarters Ended December 28, 2007 and December 29, 2006

(in thousands, except per share data; unaudited)

	Quarter Ended				Year Ended
	December 28, 2007		December 29, 2006		December 28, 2007		December 29, 2006
Revenues
Revenues before reimbursements	$	46,974	$	38,021	$	183,139	$	156,742
Reimbursements		9,760		3,461		22,009		11,754
Revenues		56,734		41,482		205,148		168,496
Operating expenses
Compensation and related expenses		29,999		26,189		119,496		105,860
Other operating expenses		5,736		5,284		21,662		19,886
Reimbursable expenses		9,760		3,461		22,009		11,754
General and administrative expenses		3,277		2,680		12,037		10,807
		48,772		37,614		175,204		148,307
Operating income		7,962		3,868		29,944		20,189
Other income
Interest income, net		470		466		1,821		1,927
Miscellaneous income, net		224		583		1,860		1,462
		694		1,049		3,681		3,389
Income before income taxes		8,656		4,917		33,625		23,578
Income taxes		3,409		1,938		13,284		9,384
Net income	$	5,247	$	2,979	$	20,341	$	14,194
Net income per share:
Basic	$	0.35	$	0.20	$	1.36	$	0.89
Diluted	$	0.33	$	0.18	$	1.25	$	0.83
Shares used in per share computations:
Basic		14,885		15,107		15,007		15,883
Diluted		16,140		16,455		16,322		17,196

EXPONENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

December 28, 2007 and December 29, 2006

(in thousands; unaudited)

	December 28, 2007			December 29, 2006
Assets
Current assets:
Cash and cash equivalents	$	10,700		$	5,238
Short-term investments		53,034			52,844
Accounts receivable, net		59,819			48,208
Prepaid expenses and other assets		5,754			3,484
Deferred income taxes		3,806			2,232
Total current assets		133,113			112,006
Property, equipment and leasehold improvements, net		29,409			29,577
Goodwill		8,607			8,607
Other assets		11,786			11,026
	$	182,915		$	161,216
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	7,663		$	4,887
Accrued payroll and employee benefits		30,366			21,773
Deferred revenues		6,458			4,066
Total current liabilities		44,487			30,726
Other liabilities		4,754			5,088
Deferred rent		1,755			1,097
Total liabilities		50,996			36,911
Stockholders’ equity:
Common stock		16			16
Additional paid-in capital		59,772			50,799
Accumulated other comprehensive income		347			93
Retained earnings		113,018			101,226
Treasury stock, at cost		(41,234	)		(27,829	)
Total stockholders’ equity		131,919			124,305
	$	182,915		$	161,216

EXPONENT, INC.

EBITDAS (1)

For the Quarters Ended December 28, 2007 and December 29, 2006

(in thousands; unaudited)

	Quarter Ended						Year Ended
	December 28, 2007			December 29, 2006			December 28, 2007			December 29, 2006
Net Income	$	5,247		$	2,979		$	20,341		$	14,194
Add back (subtract):
Income taxes		3,409			1,938			13,284			9,384
Interest income, net		(470	)		(466	)		(1,821	)		(1,927	)
Depreciation and amortization		957			928			3,845			3,628
Stock-based compensation		1,529			1,423			6,195			4,414
EBITDAS (1)	$	10,672		$	6,802		$	41,844		$	29,693

(1) EBITDAS is a non-GAAP financial measure defined by the Company as net income before income taxes, interest income, depreciation and amortization, and stock-based compensation. The Company regards EBITDAS as a useful measure of operating performance and cash flow to compliment operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDAS provides meaningful comparisons of past, present and future operating results. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. This measure, however, should be considered in addition to, and not as a substitute or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP.