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) July 16, 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 July 16, 2008, Exponent, Inc. issued a press release announcing its financial results for the second quarter ended June 27, 2008. 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 July 16, 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: July 16, 2008

EXHIBIT INDEX

Exhibit 99.1 Press release dated July 16, 2008

EX-99.1

Exhibit 99.1

Exponent Reports Second Quarter 2008 Results

MENLO PARK, Calif., July 16, 2008 - Exponent, Inc. (Nasdaq: EXPO) today reported financial results for the second quarter ended June 27, 2008.

For the second quarter of 2008, revenues before reimbursements increased 11% to $50,801,000, as compared to $45,816,000, last year. Total revenues increased 9% to $54,956,000, as compared to $50,637,000, in the same period of 2007. Net income was up 16% to $5,793,000, or $0.36 per diluted share, as compared to $5,002,000, or $0.30 per diluted share, in the prior year period. EBITDAS¹ improved 17% to $11,907,000, as compared to $10,146,000, in the second quarter of 2007.

For the first half of 2008, revenues before reimbursements increased 13% to $102,823,000, as compared to $91,249,000, last year. Total revenues increased 12% to $111,216,000, as compared to $99,510,000, in the same period of 2007. Net income was up 21% to $12,140,000, or $0.76 per diluted share, as compared to $10,057,000, or $0.61 per diluted share, in the prior year period. EBITDAS¹ improved 23% to $25,745,000, as compared to $20,900,000, in the first half of 2007.

In the second quarter of 2008, Exponent repurchased $11.2 million of its common stock, bringing the total repurchases since the beginning of the year to $16 million. An additional $35 million remains available for future repurchases of common stock. Exponent ended the second quarter with $60.2 million in cash, cash equivalents and short-term investments.

“We are pleased that we had another quarter of solid growth as we continue to capitalize on our strategic market opportunities,” commented Michael R. Gaulke, Chairman and CEO. “In the quarter we had several practices that performed well, including biomechanics, human factors, defense technology development, and mechanics & materials, in addition to our health group.

“Looking to the second half of 2008, we remain well positioned to post high single-digit to low double-digit growth in revenue before reimbursements for the full year. We will continue to hire key talent selectively and focus on capturing new growth opportunities across our practices. Exponent is committed to maintaining its differentiated market position as a leading multidisciplinary engineering and scientific consulting firm with unparalleled expertise,” concluded Mr. Gaulke.

Today’s Conference Call Information

Exponent will discuss its financial results in more detail on a conference call today, July 16, 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 800-762-4758. 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 11117165#.

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 June 27, 2008 and June 29, 2007

(in thousands, except per share data)

	Quarter Ended				Six Months Ended
	June 27, 2008		June 29, 2007		June 27, 2008		June 29, 2007
Revenues
Revenues before reimbursements	$	50,801	$	45,816	$	102,823	$	91,249
Reimbursements		4,155		4,821		8,393		8,261
Revenues		54,956		50,637		111,216		99,510
Operating expenses
Compensation and related expenses		33,197		30,207		66,707		60,229
Other operating expenses		5,588		5,305		11,016		10,442
Reimbursable expenses		4,155		4,821		8,393		8,261
General and administrative expenses		3,207		3,244		6,196		6,059
		46,147		43,577		92,312		84,991
Operating income		8,809		7,060		18,904		14,519
Other income
Interest income, net		463		460		965		944
Miscellaneous income, net		355		808		290		1,203
		818		1,268		1,255		2,147
Income before income taxes		9,627		8,328		20,159		16,666
Income taxes		3,834		3,326		8,019		6,609
Net income	$	5,793	$	5,002	$	12,140	$	10,057
Net income per share:
Basic	$	0.38	$	0.33	$	0.81	$	0.67
Diluted	$	0.36	$	0.30	$	0.76	$	0.61
Shares used in per share computations:
Basic		15,086		15,193		14,966		15,121
Diluted		16,100		16,532		16,050		16,461

EXPONENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

June 27, 2008 and December 28, 2007

(in thousands)

	June 27, 2008			December 28, 2007
Assets
Current assets:
Cash and cash equivalents	$	7,206		$	10,700
Short-term investments		52,993			53,034
Accounts receivable, net		65,338			59,819
Prepaid expenses and other assets		6,841			5,754
Deferred income taxes		4,089			3,450
Total current assets		136,467			132,757
Property, equipment and leasehold improvements, net		30,534			29,409
Goodwill		8,607			8,607
Other assets		13,856			11,618
	$	189,464		$	182,391
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	10,472		$	7,139
Accrued payroll and employee benefits		26,889			30,366
Deferred revenues		5,934			6,458
Total current liabilities		43,295			43,963
Other liabilities		5,183			4,754
Deferred rent		1,560			1,755
Total liabilities		50,038			50,472
Stockholders’ equity:
Common stock		16			16
Additional paid-in capital		70,162			59,772
Accumulated other comprehensive income		513			347
Retained earnings		117,643			113,018
Treasury stock, at cost		(48,908	)		(41,234	)
Total stockholders’ equity		139,426			131,919
	$	189,464		$	182,391

EXPONENT, INC.

EBITDAS (1)

For the Quarters Ended June 27, 2008 and June 29, 2007

(in thousands)

	Quarter Ended						Six Months Ended
	June 27, 2008			June 29, 2007			June 27, 2008			June 29, 2007
Net Income	$	5,793		$	5,002		$	12,140		$	10,057
Add back (subtract):
Income taxes		3,834			3,326			8,019			6,609
Interest income, net		(463	)		(460	)		(965	)		(944	)
Depreciation and amortization		984			969			1,925			1,886
Stock-based compensation		1,759			1,309			4,626			3,292
EBITDAS (1)	$	11,907		$	10,146		$	25,745		$	20,900

(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.