UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3, ~~2014~~2015

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to

_____________

Commission File Number0-18655

EXPONENT, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		77-0218904
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

149 COMMONWEALTH DRIVE, MENLO PARK, CALIFORNIA		94025
(Address of principal executive office)		(Zip Code)

(650) 326-9400

(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.

Yesx No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yesx No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerx¨	Accelerated filer¨x	Non-accelerated filer¨	Smaller reporting company¨
		(Do not check if a smaller
		reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨ Nox

As of ~~October 31, 2014,~~May 1, 2015, the latest practicable date, the registrant had ~~12,866,600~~12,990,741 shares of common stock, $0.001 par value per share, outstanding.

- 1 -

EXPONENT, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION		~~Page~~

Item 1.	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets ~~October~~ April 3, ~~2014~~2015 and January ~~3, 2014~~2, 2015	3

	Condensed Consolidated Statements of IncomeThree Months Ended April 3, 2015 and ~~Nine Months Ended October 3,~~April 4, 2014 ~~and September 27, 2013~~	4

	Condensed Consolidated Statements of Comprehensive ~~IncomeThree and Nine~~Income Three Months Ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013~~April 4, 2014	5

	Condensed Consolidated Statements of Cash ~~FlowsNine~~Flows Three Months Ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013~~April 4, 2014	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2422

Item 4.	Controls and Procedures	2423

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	2523

Item 1A.	Risk Factors	2523

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2523

Item 3.	Defaults Upon Senior Securities	2524

Item 4.	Mine Safety Disclosures	2524

Item 5.	Other Information	2524

Item 6.	Exhibits	2624

Signatures	27	25

~~-2-~~- 2 -

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

EXPONENT, INC.

Condensed Consolidated Balance Sheets

~~October~~April 3, ~~2014~~2015 and January ~~3, 2014~~2, 2015

(in thousands, except par value)

(unaudited)

October 3, January 3,
2014 2014
Assets
Current assets:
Cash and cash equivalents $ 115,614 $ 122,948
Short-term investments 26,009 33,171
Accounts receivable, net of allowance for doubtful accounts
of $3,241 and $2,771 at October 3, 2014 and
January 3, 2014, respectively 89,089 76,980
Prepaid expenses and other assets 12,630 10,450
Deferred income taxes 11,141 8,135
Total current assets 254,483 251,684

Property, equipment and leasehold improvements, net 28,812 28,721
Goodwill 8,607 8,607
Deferred income taxes 24,234 21,102
Deferred compensation plan assets 34,634 33,501
Other assets 1,286 551
Total assets $ 352,056 $ 344,166

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities $ 11,011 $ 8,442
Accrued payroll and employee benefits 54,496 56,934
Deferred revenues 5,848 6,771
Total current liabilities 71,355 72,147

Other liabilities 1,613 1,181
Deferred compensation 36,384 33,447
Deferred rent 2,162 2,332
Total liabilities 111,514 109,107

Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized;
16,427 shares issued at October 3, 2014 and January 3, 2014 16 16
Additional paid-in capital 158,909 141,250
Accumulated other comprehensive income
Investment securities, available for sale 19 10
Foreign currency translation adjustments (372 ) 99
(353 ) 109
Retained earnings 241,074 226,040
Treasury stock, at cost; 3,519 and 3,363 shares held at
October 3, 2014 and January 3, 2014, respectively (159,104 ) (132,356 )
Total stockholders’ equity 240,542 235,059
Total liabilities and stockholders’ equity $ 352,056 $ 344,166
April 3, January 2,
2015 2015
Assets
Current assets:
Cash and cash equivalents $ 123,658 $ 129,490
Short-term investments 21,368 24,913
Accounts receivable, net of allowance for doubtful accounts
of $3,596 and $3,386 at April 3, 2015 and
January 2, 2015, respectively 88,076 86,368
Prepaid expenses and other assets 12,121 14,727
Deferred income taxes 11,602 11,002
Total current assets 256,825 266,500

Property, equipment and leasehold improvements, net 27,587 28,264
Goodwill 8,607 8,607
Deferred income taxes 25,917 24,612
Deferred compensation plan assets 37,148 36,195
Other assets 1,159 1,121
Total assets $ 357,243 $ 365,299

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities $ 8,933 $ 8,935
Accrued payroll and employee benefits 40,169 62,184
Deferred revenues 5,776 8,226
Total current liabilities 54,878 79,345

Other liabilities 1,985 1,862
Deferred compensation 44,648 37,745
Deferred rent 1,914 2,059
Total liabilities 103,425 121,011

Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized;
16,427 shares issued at April 3, 2015 and January 2, 2015 16 16
Additional paid-in capital 174,161 160,225
Accumulated other comprehensive income
Investment securities, available-for-sale 7 14
Foreign currency translation adjustments (1,419 ) (918 )
(1,412 ) (904 )
Retained earnings 248,089 246,961
Treasury stock, at cost; 3,436 and 3,556 shares held at
April 3, 2015 and January 2, 2015, respectively (167,036 ) (162,010 )
Total stockholders’ equity 253,818 244,288
Total liabilities and stockholders’ equity $ 357,243 $ 365,299

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
~~-3-~~- 3 -

EXPONENT, INC.

Condensed Consolidated Statements of Income

For the Three ~~and Nine~~ Months Ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013~~April 4, 2014
(in thousands, except per share data)
(unaudited)
Three Months Ended
April 3,
2015 April 4,
2014

Revenues:
Revenues before reimbursements $ 76,141 $ 72,967
Reimbursements 4,152 2,995

Revenues 80,293 75,962

Operating expenses:
Compensation and related expenses 51,115 48,858
Other operating expenses 6,510 6,317
Reimbursable expenses 4,152 2,995
General and administrative expenses 3,488 3,698

Total operating expenses 65,265 61,868

Operating income 15,028 14,094

Other income, net:
Interest income, net 34 44
Miscellaneous income, net 2,009 1,227
Total other income, net 2,043 1,271

Income before income taxes 17,071 15,365

Income taxes 6,738 6,211

Net income $ 10,333 $ 9,154

Net income per share:
Basic $ 0.78 $ 0.68
Diluted $ 0.75 $ 0.66

Shares used in per share computations:
Basic 13,311 13,537
Diluted 13,695 13,940

Cash dividends declared per common share $ 0.30 $ 0.25

Three Months Ended Nine Months Ended
October 3,
2014 September 27,
2013 October 3,
2014 September 27,
2013

Revenues:
Revenues before reimbursements $ 74,264 $ 70,096 $ 219,562 $ 211,007
Reimbursements 4,293 5,135 11,531 12,389

Revenues 78,557 75,231 231,093 223,396

Operating expenses:
Compensation and related expenses 43,948 44,801 138,855 137,795
Other operating expenses 6,715 6,440 19,482 18,794
Reimbursable expenses 4,293 5,135 11,531 12,389
General and administrative expenses 4,363 3,695 11,809 10,814

Total operating expenses 59,319 60,071 181,677 179,792

Operating income 19,238 15,160 49,416 43,604

Other income (expense), net:
Interest income, net 33 14 117 95
Miscellaneous income (expense), net (896 ) 2,341 2,605 5,592
Total other income (expense), net (863 ) 2,355 2,722 5,687

Income before income taxes 18,375 17,515 52,138 49,291

Income taxes 7,335 6,421 20,680 19,373

Net income $ 11,040 $ 11,094 $ 31,458 $ 29,918

Net income per share:
Basic $ 0.82 $ 0.82 $ 2.33 $ 2.19
Diluted $ 0.80 $ 0.79 $ 2.26 $ 2.13

Shares used in per share computations:
Basic 13,469 13,598 13,509 13,638
Diluted 13,824 13,993 13,889 14,047

Cash dividends declared per common share $ 0.25 $ 0.15 $ 0.75 $ 0.45
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

~~-4-~~- 4 -

EXPONENT, INC.

Condensed Consolidated Statements of Comprehensive Income

For the Three ~~and Nine~~ Months Ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013~~April 4, 2014
(in thousands)
(unaudited)

Three Months Ended Nine Months Ended Three Months Ended
October 3,
2014 September 27,
2013 October 3,
2014 September 27,
2013 April 3,
2015 April 4,
2014

Net income $ 11,040 $ 11,094 $ 31,458 $ 29,918 $ 10,333 $ 9,154
Other comprehensive income (loss):
Foreign currency translation
adjustments, net of tax (840 ) 556 (471 ) 119 (501 ) 52
Unrealized (loss) gain on available for
sale investment securities, net of tax (13 ) (3 ) 9 (25 )
Unrealized (losses) gains on available-for-sale investment securities
arising during the period, net of tax (7 ) 14

Comprehensive income $ 10,187 $ 11,647 $ 30,996 $ 30,012 $ 9,825 $ 9,220

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

~~-5-~~- 5 -

EXPONENT, INC.

Condensed Consolidated Statements of Cash Flows

For the ~~Nine~~Three Months Ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013~~April 4, 2014
(in thousands)
(unaudited)

Three Months Ended
April 3,
2015 April 4,
2014
Cash flows from operating activities:
Net income $ 10,333 $ 9,154
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization of property, equipment and
leasehold improvements 1,381 1,322
Amortization of premiums and accretion of discounts on
short-term investments 213 225
Deferred rent (145 ) (99 )
Provision for doubtful accounts 390 249
Stock-based compensation 5,221 5,293
Deferred income tax provision (1,938 ) (3,324 )
Excess tax benefit from equity incentive plans (4,431 ) (4,499 )
Changes in operating assets and liabilities:
Accounts receivable (2,098 ) (8,215 )
Prepaid expenses and other assets 2,689 (4,988 )
Accounts payable and accrued liabilities 4,553 8,167
Accrued payroll and employee benefits (12,017 ) (9,838 )
Deferred revenues (2,450 ) 433
Net cash provided by (used in) operating activities 1,701 (6,120 )

Cash flows from investing activities:
Capital expenditures (627 ) (915 )
Maturity of short-term investments 3,320 1,140
Net cash provided by investing activities 2,693 225

Cash flows from financing activities:
Excess tax benefit from equity incentive plans 4,431 4,499
Payroll taxes for restricted stock units (7,267 ) (6,267 )
Repurchase of common stock (3,500 ) (6,831 )
Exercise of share-based payment awards 289 329
Dividends and dividend equivalents rights (4,023 ) (3,310 )
Net cash used in financing activities (10,070 ) (11,580 )

Effect of foreign currency exchange rates on cash and cash equivalents (156 ) 148

Net decrease in cash and cash equivalents (5,832 ) (17,327 )
Cash and cash equivalents at beginning of period 129,490 122,948
Cash and cash equivalents at end of period $ 123,658 $ 105,621

Nine Months Ended
October 3,
2014 September 27,
2013
Cash flows from operating activities:
Net income $ 31,458 $ 29,918
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization of property, equipment and
leasehold improvements 3,979 3,667
Amortization of premiums and accretion of discounts on
short-term investments 660 165
Deferred rent (170 ) 884
Provision for doubtful accounts 1,234 822
Stock-based compensation 10,585 10,832
Deferred income tax provision (6,046 ) (2,770 )
Excess tax benefit from equity awards (5,126 ) (4,064 )
Changes in operating assets and liabilities:
Accounts receivable (13,343 ) 2,362
Prepaid expenses and other assets (2,877 ) (3,498 )
Accounts payable and accrued liabilities 6,314 (521 )
Accrued payroll and employee benefits 331 (3,469 )
Deferred revenues (923 ) (510 )
Net cash provided by operating activities 26,076 33,818

Cash flows from investing activities:
Capital expenditures (3,906 ) (4,593 )
Purchase of short-term investments (1,067 ) (11,813 )
Maturity of short-term investments 7,586 19,190
Net cash provided by investing activities 2,613 2,784

Cash flows from financing activities:
Excess tax benefit from equity awards 5,126 4,064
Payroll taxes for restricted stock units (6,356 ) (6,112 )
Repurchase of common stock (26,372 ) (21,719 )
Exercise of share-based payment awards 1,811 1,497
Dividends and dividend equivalents paid (9,842 ) (5,962 )
Net cash used in financing activities (35,633 ) (28,232 )

Effect of foreign currency exchange rates on cash and cash equivalents (390 ) 109

Net (decrease) increase in cash and cash equivalents (7,334 ) 8,479
Cash and cash equivalents at beginning of period 122,948 113,268
Cash and cash equivalents at end of period $ 115,614 $ 121,747
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
~~-6-~~- 6 -

EXPONENT, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

Exponent, Inc. (referred to as the “Company” or “Exponent”) is an engineering and scientific consulting firm that provides solutions to complex problems. The Company operates on a 52-53 week fiscal year ending on the Friday closest to the last day of December.

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not contain all the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments which are necessary for the fair presentation of the condensed consolidated financial statements have been included and all such adjustments are of a normal and recurring nature. The operating results for the three ~~and nine~~ months ended ~~October~~April 3, ~~2014~~2015 are not necessarily representative of the results of future quarterly or annual periods. The following information should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January ~~3, 2014~~2, 2015 which was filed with the U.S. Securities and Exchange Commission on ~~February 28, 2014.~~March 2, 2015.

The unaudited condensed consolidated financial statements include the accounts of Exponent, Inc. and its subsidiaries, which are all wholly owned. All intercompany accounts and transactions have been eliminated in consolidation.

~~Authorized Capital Stock.~~ In a letter dated May 23, 2006, the Company committed to stockholders to limit its use of authorized capital stock to 40 million common shares, and 2 million preferred shares, unless the approval of the Company’s stockholders is subsequently obtained, such as through a further amendment to the Company’s authorized capital stock.
Dividend. The Company declared and paid cash dividends per common share during the periods presented as follows:

Fiscal Year 2014
Dividends Amount
Per Share (in thousands)
First Quarter $ 0.25 $ 3,262
Second Quarter $ 0.25 3,270
Third Quarter $ 0.25 3,262
$ 9,794
Fiscal Year 2015
Dividends Amount
Per Share (in thousands)
First Quarter $ 0.30 $ 3,858
$ 3,858

Fiscal Year 2013 Fiscal Year 2014
Dividends Amount Dividends Amount
Per Share (in thousands) Per Share (in thousands)
First Quarter $ 0.15 $ 1,969 $ 0.25 $ 3,262
Second Quarter $ 0.15 1,998 $ 0.25 3,270
Third Quarter $ 0.15 1,945 $ 0.25 3,262
Fourth Quarter $ 0.15 1,965 $ 0.25 3,216
$ 7,877 $ 13,010

Prior to 2013 the Company had never paid cash dividends on its common stock. On October 22, 2014 the Company’s Board of Directors announced a cash dividend of $0.25 per share of the Company’s common stock, payable December 19, 2014, to stockholders of record as of November 28, 2014. The Company expects to continue paying quarterly dividends in the future, subject to declaration by the Company’s Board of Directors.
~~-7-~~

Use of Estimates.The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions 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 period. Significant items subject to such estimates and assumptions include accounting for revenue recognition and estimating the allowance for doubtful ~~accounts.~~accounts and contract losses. Actual results could differ from those estimates.
- 7 -
Recently Adopted Accounting Pronouncements.On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09,Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles (“GAAP”) when it becomes effective. The new standard is effective for the Company on the first day of fiscal 2017 (December 31, 2016), or 2018 if the FASB’s proposal for a one year deferral is approved. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

Note 2: Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including available-for-sale fixed income securities, trading fixed income and equity securities held in its deferred compensation plan and the liability associated with its deferred compensation plan. There have been no transfers between fair value measurement levels during the ~~nine~~three months ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013.~~April 4, 2014. Any transfers between fair value measurement levels would be recorded on the actual date of the event or change in circumstances that caused the transfer. The fair value of these certain financial assets and liabilities was determined using the following inputs at ~~October~~April 3, ~~2014:~~2015:

Fair Value Measurements at Reporting Date Using Fair Value Measurements at Reporting Date Using
(In thousands) Total Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)

Assets
Money market
securities⁽¹⁾ $ 44,246 $ 44,246 $ - $ - $ 48,940 $ 48,940 $ - $ -

Fixed income available
for sale securities⁽²⁾ 26,009 - 26,009 -
Fixed income available-
for-sale securities⁽²⁾ 21,368 - 21,368 -

Fixed income trading
securities held in deferred
compensation plan⁽³⁾ 9,759 9,759 - - 12,376 12,376 - -

Equity trading securities
held in deferred
compensation plan⁽³⁾ 32,339 32,339 - - 31,542 31,542 - -

Total $ 112,353 $ 86,344 $ 26,009 $ - $ 114,226 $ 92,858 $ 21,368 $ -

Liabilities
Deferred compensation
plan⁽⁴⁾ 43,832 43,832 - - 51,419 51,419 - -

Total $ 43,832 $ 43,832 $ - $ - $ 51,419 $ 51,419 $ - $ -
⁽¹⁾ Included in cash and cash equivalents on the Company’s unaudited condensed consolidated balance sheet.
⁽²⁾ Included in short-term investments on the Company’s unaudited condensed consolidated balance sheet.
⁽³⁾ Included in prepaid expenses and other assets and deferred compensation plan assets on the Company’s unaudited condensed consolidated balance sheet.
⁽⁴⁾ Included in accrued payroll and employee benefits and deferred compensation on the Company’s unaudited condensed consolidated balance sheet.

~~-8-~~- 8 -

The fair value of these certain financial assets and liabilities was determined using the following inputs at January ~~3, 2014:~~2, 2015:

Fair Value Measurements at Reporting Date Using Fair Value Measurements at Reporting Date Using
(In thousands) Total Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total Quoted Prices in Active Markets for Identical Assets
(Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)

Assets
Money market
securities⁽¹⁾ $ 37,099 $ 37,099 $ - $ - $ 45,478 $ 45,478 $ - $ -

Fixed income available
for sale securities⁽²⁾ 33,171 - 33,171 -
Fixed income available-
for-sale securities⁽²⁾ 24,913 - 24,913 -

Fixed income trading
securities held in deferred
compensation plan⁽³⁾ 9,535 9,535 - - 9,672 9,672 - -

Equity trading securities
held in deferred
compensation plan⁽³⁾ 28,444 28,444 - - 34,176 34,176 - -

Total $ 108,249 $ 75,078 $ 33,171 $ - $ 114,239 $ 89,326 $ 24,913 $ -

Liabilities
Deferred compensation
plan⁽⁴⁾ 37,926 37,926 - - 45,394 45,394 - -

Total $ 37,926 $ 37,926 $ - $ - $ 45,394 $ 45,394 $ - $ -
⁽¹⁾ Included in cash and cash equivalents on the Company’s consolidated balance sheet.
⁽²⁾ Included in short-term investments on the Company’s consolidated balance sheet.
⁽³⁾ Included in prepaid expenses and other assets and deferred compensation plan assets on the Company’s consolidated balance sheet.
⁽⁴⁾ Included in accrued payroll and employee benefits and deferred compensation on the Company’s consolidated balance sheet.

Fixed income available-for-sale securities as of ~~October~~April 3, ~~2014~~2015 and January ~~3, 2014~~2, 2015 represent primarily obligations of state and local government agencies. Fixed income and equity trading securities represent mutual funds held in the Company’s deferred compensation plan. See Note 6 for additional information about the Company’s deferred compensation plan.

~~-9-~~- 9 -

Cash, cash equivalents and short-term investments consisted of the following as of ~~October~~April 3, ~~2014:~~2015:

Amortized Unrealized Unrealized Estimated Amortized Unrealized Unrealized Estimated
(In thousands) Cost Gains Losses Fair Value Cost Gains Losses Fair Value

Classified as current assets:
Cash $ 71,368 $ - $ - $ 71,368 $ 74,718 $ - $ - $ 74,718

Cash equivalents:
Money market securities 44,246 - - 44,246 48,940 - - 48,940
Total cash equivalents 44,246 - - 44,246 48,940 - - 48,940
Total cash and cash equivalents 115,614 - - 115,614 123,658 - - 123,658

Short-term investments:
State and municipal bonds 25,977 36 (4 ) 26,009 21,357 13 (2 ) 21,368
Total short-term investments 25,977 36 (4 ) 26,009 21,357 13 (2 ) 21,368

Total cash, cash equivalents
and short-term investments $ 141,591 $ 36 $ (4 ) $ 141,623 $ 145,015 $ 13 $ (2 ) $ 145,026

Cash, cash equivalents and short-term investments consisted of the following as of January ~~3, 2014:~~2, 2015:

Amortized Unrealized Unrealized Estimated Amortized Unrealized Unrealized Estimated
(In thousands) Cost Gains Losses Fair Value Cost Gains Losses Fair Value

Classified as current assets:
Cash $ 85,849 $ - $ - $ 85,849 $ 84,012 $ - $ - $ 84,012

Cash equivalents:
Money market securities 37,099 - - 37,099 45,478 - - 45,478
Total cash equivalents 37,099 - - 37,099 45,478 - - 45,478
Total cash and cash equivalents 122,948 - - 122,948 129,490 - - 129,490

Short-term investments:
State and municipal bonds 33,155 25 (9 ) 33,171 24,890 27 (4 ) 24,913
Total short-term investments 33,155 25 (9 ) 33,171 24,890 27 (4 ) 24,913

Total cash, cash equivalents
and short-term investments $ 156,103 $ 25 $ (9 ) $ 156,119 $ 154,380 $ 27 $ (4 ) $ 154,403
~~-10-~~- 10 -

The following table summarizes the cost and estimated fair value of short-term fixed income securities classified as short-term investments based on stated effective maturities as of ~~October~~April 3, ~~2014:~~2015:

Amortized Estimated Amortized Estimated
(In thousands) Cost Fair Value Cost Fair Value

Due within one year $ 18,873 $ 18,897 $ 18,739 $ 18,750
Due between one and two years 7,104 7,112 2,618 2,618
Total $ 25,977 $ 26,009 $ 21,357 $ 21,368

At ~~October~~April 3, ~~2014~~2015 and January ~~3, 2014,~~2, 2015, the Company did not have any assets or liabilities valued using significant unobservable inputs.

The following financial instruments are not measured at fair value on the Company's consolidated balance sheet at ~~October~~April 3, ~~2014~~2015 and January ~~3, 2014,~~2, 2015, but require disclosure of their fair values: accounts receivable, other assets and accounts payable. The estimated fair value of such instruments at ~~October~~April 3, ~~2014~~2015 and January ~~3, 2014~~2, 2015 approximates their carrying value as reported on the consolidated balance ~~sheet due to their generally short maturities. If measured at fair value in the financial statements, these instruments would be categorized as Level 2 on the fair value hierarchy.~~sheet.

There were no other-than-temporary impairments or credit losses related to available-for-sale securities during the three ~~and nine~~ months ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013.~~April 4, 2014.

Note 3: Net Income Per Share

Basic per share amounts are computed using the weighted-average number of common shares outstanding during the period. Diluted per share amounts are calculated using the weighted-average number of common shares outstanding during the period and, when dilutive, the weighted-average number of potential common shares from the issuance of common stock to satisfy outstanding restricted stock units and the exercise of outstanding options to purchase common stock using the treasury stock method.

The following schedule reconciles the shares used to calculate basic and diluted net income per share:

Three Months Ended Nine Months Ended Three Months Ended
(In thousands) October 3,
2014 September 27,
2013 October 3,
2014 September 27,
2013 April 3, 2015 April 4, 2014

Shares used in basic per share computation 13,469 13,598 13,509 13,638 13,311 13,537
Effect of dilutive common stock options outstanding 59 83 69 78 71 79
Effect of dilutive restricted stock units outstanding 296 312 311 331 313 324

Shares used in diluted per share computation 13,824 13,993 13,889 14,047 13,695 13,940

Common stock options to purchase 10,989 shares were excluded from the diluted per share calculation for the three months ended April 3, 2015 due to their antidilutive effect. The weighted-average exercise price for the antidilutive shares was $88.39 for the three months ended April 3, 2015. There were no options excluded from the diluted per share calculations for the three ~~and nine~~ months ended ~~October 3, 2014 and September 27, 2013.~~April 4, 2014.

Note 4: Stock-Based Compensation

Restricted Stock Units

Restricted stock unit grants are designed to attract and retain employees, and to better align employee interests with those of the Company’s stockholders. For a select group of employees, up to 40% of their annual bonus is settled with fully vested restricted stock unit awards. Under these fully vested restricted stock unit awards, the holder of each award has the right to receive one share of the Company’s common stock for each fully vested restricted stock unit four years from the date of grant. Each individual who receives a fully vested restricted stock unit award is also granted a matching number of unvested restricted stock unit awards. Unvested restricted stock unit awards are also granted for select new hires and promotions. These unvested restricted stock unit awards generally cliff vest four years from the date of grant, at which time the holder of each award will have the right to receive one share of the Company’s common stock for each restricted stock unit award provided the holder of each award has met certain employment conditions. In the case of retirement at 59½ years or older, all unvested restricted stock unit awards will continue to vest, provided that the holder of each award does all consulting work through the Company and does not become an employee for a past or present client, beneficial party or competitor of the Company.

~~-11-~~- 11 -

The value of these restricted stock unit awards is determined based on the market price of the Company’s common stock on the date of grant. The value of fully vested restricted stock unit awards issued is recorded as a reduction to accrued bonuses. The portion of bonus expense that the Company expects to settle with fully vested restricted stock unit awards is recorded as stock-based compensation during the period the bonus is earned. The Company recorded stock-based compensation expense associated with accrued bonus awards of ~~$1,657,000~~$1,693,000 and ~~$1,557,000~~$1,586,000 during the three months ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013, respectively. For the nine months ended October 3,~~April 4, 2014, ~~and September 27, 2013, the Company recorded stock-based compensation expense associated with accrued bonus awards of $4,825,000 and $4,695,000,~~ respectively. The value of the unvested restricted stock unit awards granted, adjusted for estimated forfeitures, is recognized on a straight-line basis over the shorter of the four-year vesting period or the period between the grant date and the date the award recipient turns 59½. If the award recipient is 59½ years or older on the date of grant, the value of the entire award is expensed upon grant. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awards of ~~$982,000~~$3,131,000 and ~~$844,000~~$3,227,000 during the three months ended ~~October~~April 3, ~~2014~~2015 and September 27, 2013, respectively. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit awards of $5,145,000 and $5,169,000 during the nine months ended October 3,April 4, 2014, ~~and September 27, 2013,~~ respectively.

Stock Options

Stock options are granted for terms of ten years and generally vest 25% per year over a four-year period from the grant date. For options granted on or after January 1, 2012, all unvested stock option awards will continue to vest in the case of retirement at 59½ years or older, provided that the holder of each award does all consulting work through the Company and does not become an employee for a past or present client, beneficial party or competitor of the Company. The Company grants options at exercise prices equal to the fair value of the Company’s common stock on the date of grant. The Company recorded stock-based compensation expense associated with stock option grants of ~~$71,000~~$397,000 and ~~$100,000~~$480,000 during the three months ended ~~October~~April 3, 2015 and April 4, 2014, and September 27, 2013, respectively, associated with stock option grants. The Company recorded stock-based compensation expense of $615,000 and $969,000 during the nine months ended October 3, 2014 and September 27, 2013, respectively, associated with stock option grants.respectively.

The Company uses the Black-Scholes option-pricing model to determine the fair value of options granted. The determination of the fair value of ~~stock-based~~stock option awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate and expected dividends.

The Company used historical exercise and post-vesting forfeiture and expiration data to estimate the expected term of options granted. The historical volatility of the Company’s common stock over a period of time equal to the expected term of the options granted was used to estimate expected volatility. The risk-free interest rate used in the option-pricing model was based on United States Treasury zero-coupon issues with remaining terms similar to the expected term on the options. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Historical data was used to estimate pre-vesting option forfeitures and stock-based compensation expense was recorded only for those awards that are expected to vest. All ~~share-based~~stock-based payment awards are recognized on a straight-line basis over the requisite service periods of the awards.
~~-12-~~

Note 5: Treasury Stock

On February 9, 2012, the Company’s Board of Directors authorized $35,000,000 for the repurchase of the Company’s common stock. On February 15, 2013, the Company’s Board of Directors authorized an additional $35,000,000 for the repurchase of the Company’s common stock. On May 29, 2014, the Company’s Board of Directors authorized an additional $35,000,000 for the repurchase of the Company’s common stock.

The Company repurchased ~~383,639~~40,483 shares of its common stock for ~~$27,923,000~~$3,500,000 during the ~~nine~~three months ended ~~October~~April 3, ~~2014.~~2015. The Company repurchased ~~388,604~~102,719 shares of its common stock for ~~$21,211,000~~$7,631,000 during the ~~nine~~three months ended ~~September 27, 2013.~~April 4, 2014. As of ~~October~~April 3, ~~2014,~~2015, the Company had remaining authorization under its stock repurchase plans of ~~$38,077,000~~$31,578,000 to repurchase shares of ~~its~~ common stock.
- 12 -

Net losses related to the re-issuance of treasury stock to settle restricted stock unit and stock option awards of $0$4,943,000 and ~~$140,000~~$6,050,000 were recorded as a reduction to retained earnings during the three months ended ~~October~~April 3, 2015 and April 4, 2014, and September 27, 2013, respectively. Net losses related to the re-issuance of treasury stock to settle restricted stock unit and stock option awards of $6,050,000 and $10,253,000 were recorded as a reduction to retained earnings during the nine months ended October 3, 2014 and September 27, 2013, respectively.

Note 6: Deferred Compensation ~~Plan~~Plans

The Company maintains a nonqualified deferred compensation ~~plan~~plans for the benefit of a select group of highly compensated employees. Under ~~this plan,~~these plans, participants may elect to defer up to 100% of their compensation. Company assets that are earmarked to pay benefits under the ~~plan~~plans are held in a rabbi trust and are subject to the claims of the Company’s creditors. As of ~~October~~April 3, ~~2014~~2015 and January ~~3, 2014,~~2, 2015, the invested amounts under the ~~plan~~plans totaled ~~$42,098,000~~$43,918,000 and ~~$37,979,000,~~$43,848,000, respectively. These assets are classified as trading securities and are recorded at fair value with changes recorded as adjustments to other income and expense.

As of ~~October~~April 3, ~~2014~~2015 and January ~~3, 2014,~~2, 2015, vested amounts due under the ~~plan~~plans totaled ~~$43,832,000~~$51,419,000 and ~~$37,926,000,~~$45,394,000, respectively. Changes in the liability are recorded as adjustments to compensation expense. During the three months ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013,~~April 4, 2014, the Company recognized compensation expense of ~~($1,331,000)~~$1,381,000 and $1,893,000, respectively, as a result of changes in the market value of the trust assets with the same amount being recorded as expense/income in other income (expense), net. During the nine months ended October 3, 2014 and September 27, 2013, the Company recognized compensation expense of $1,351,000 and $4,128,000,$731,000, respectively, as a result of changes in the market value of the trust assets with the same amount being recorded as income in other income (expense), net.

Note 7: Supplemental Cash Flow Information

The following is supplemental disclosure of cash flow information:

Nine Months Ended
(In thousands) October 3,
2014 September 27, 2013

Cash paid during period:

Income taxes $ 17,458 $ 17,027

Non-cash investing and financing activities:

Unrealized gain (loss) on available for sale investment
securities, net of tax $ 9 $ (25 )

Vested stock unit awards issued to settle accrued bonuses $ 6,008 $ 5,807

Accrual for capital expenditures $ 164 $ -
~~-13-~~
Three Months Ended
(In thousands) April 3, 2015 April 4, 2014

Cash paid during period:

Income taxes $ 390 $ 428

Non-cash investing and financing activities:

Unrealized (loss) gain on short-term investments $ (7 ) $ 14

Vested stock unit awards issued to settle accrued bonuses $ 6,169 $ 6,008

Stock repurchases payable to broker $ - $ 800

Note 8: Accounts Receivable, Net

At ~~October~~April 3, ~~2014~~2015 and January ~~3, 2014,~~2, 2015, accounts receivable, net, was comprised of the following:

October 3, January 3, April 3, January 2,
(In thousands) 2014 2014 2015 2015

Billed accounts receivable $ 59,240 $ 52,674 $ 58,799 $ 63,331
Unbilled accounts receivable 33,090 27,077 32,873 26,423
Allowance for doubtful accounts (3,241 ) (2,771 ) (3,596 ) (3,386 )
Total accounts receivable, net $ 89,089 $ 76,980 $ 88,076 $ 86,368
- 13 -

Note 9: Segment Reporting

The Company has two operating segments based on two primary areas of service. The Engineering and Other Scientific operating segment is a broad service group providing technical consulting in different practices primarily in ~~the areas of engineering and technology development.~~engineering. The Environmental and Health operating segment provides services in the area of environmental, epidemiology and health risk analysis. This operating segment provides a wide range of consulting services relating to environmental hazards and risks and the impact on both human health and the environment.

Segment information for the three ~~and nine~~ months ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013~~April 4, 2014 follows:

~~Revenues~~
Revenues
Three Months Ended
(In thousands) April 3, 2015 April 4, 2014

Engineering and Other Scientific $ 59,801 $ 55,827
Environmental and Health 20,492 20,135

Total revenues $ 80,293 $ 75,962

Operating Income
Three Months Ended Nine Months Ended Three Months Ended
(In thousands) October 3,
2014 September 27,
2013 October 3,
2014 September 27,
2013 April 3, 2015 April 4, 2014

Engineering and Other Scientific $ 57,491 $ 56,395 $ 168,611 $ 163,353 $ 19,245 $ 18,818
Environmental and Health 21,066 18,836 62,482 60,043 6,464 5,973

Total revenues $ 78,557 $ 75,231 $ 231,093 $ 223,396
Total segment operating income 25,709 24,791

Corporate operating expense (10,681 ) (10,697 )

Total operating income $ 15,028 $ 14,094

~~Operating Income~~
Capital Expenditures
Three Months Ended Nine Months Ended Three Months Ended
(In thousands) October 3,
2014 September 27,
2013 October 3,
2014 September 27,
2013 April 3, 2015 April 4, 2014

Engineering and Other Scientific $ 18,939 $ 18,115 $ 55,457 $ 51,747 $ 392 $ 530
Environmental and Health 7,007 5,624 20,171 19,104 24 55

Total segment operating income 25,946 23,739 75,628 70,851
Total segment capital expenditures 416 585

Corporate operating expense (6,708 ) (8,579 ) (26,212 ) (27,247 )
Corporate capital expenditures 211 330

Total operating income $ 19,238 $ 15,160 $ 49,416 $ 43,604
Total capital expenditures $ 627 $ 915

~~-14-~~- 14 -

~~Capital Expenditures~~
Three Months Ended Nine Months Ended
(In thousands) October 3,
2014 September 27,
2013 October 3,
2014 September 27,
2013

Engineering and Other Scientific $ 1,509 $ 664 $ 2,833 $ 3,924
Environmental and Health 36 41 151 110

Total segment capital expenditures 1,545 705 2,984 4,034

Corporate capital expenditures 385 187 922 559

Total capital expenditures $ 1,930 $ 892 $ 3,906 $ 4,593
~~Depreciation and Amortization~~
Three Months Ended Nine Months Ended
(In thousands) October 3,
2014 September 27,
2013 October 3,
2014 September 27,
2013

Engineering and Other Scientific $ 923 $ 813 $ 2,664 $ 2,269
Environmental and Health 49 76 145 221

Total segment depreciation and
amortization 972 889 2,809 2,490

Corporate depreciation and
amortization 374 394 1,170 1,177

Total depreciation and
amortization $ 1,346 $ 1,283 $ 3,979 $ 3,667
Depreciation and Amortization
Three Months Ended
(In thousands) April 3, 2015 April 4, 2014

Engineering and Other Scientific $ 1,104 $ 873
Environmental and Health 43 47

Total segment depreciation and amortization 1,147 920

Corporate depreciation and amortization 234 402

Total depreciation and amortization $ 1,381 $ 1,322

No single customer comprised more than 10% of the Company’s revenues during the three ~~or nine~~ months ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013.~~April 4, 2014. No single customer comprised more than 10% of the Company’s accounts receivable at ~~October~~April 3, ~~2014~~2015 and January ~~3, 2014.~~2, 2015.

Note 10: Goodwill

Below is a breakdown of goodwill reported by segment as of ~~October~~April 3, ~~2014:~~2015:

Environmental Engineering and
(In thousands) and Health Other Scientific Total

Goodwill $ 8,099 $ 508 $ 8,607

There were no acquisitions, dispositions, impairments or other changes in the carrying amount of goodwill, nor any changes in the composition of the Company’s reporting units, during the three ~~and nine~~ months ended ~~October~~April 3, ~~2014.~~2015.

Note 11: Contingencies

The Company is a party to various legal actions from time to time and may be contingently liable in connection with claims and contracts arising in the normal course of business, the outcome of which the Company believes, after consultation with legal counsel, will not have a material adverse effect on its financial condition, results of operations or liquidity. However, due to the risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results. All legal costs associated with litigation are expensed as incurred.

Note 12: Subsequent Event
On April 22, 2015, the Company announced that its Board of Directors approved a two-for-one stock split of its common stock and a change in the number of authorized shares of common and preferred stock to 80 million and 2 million, respectively, each subject to stockholder approval of both the split and the change in authorized shares at the 2015 annual meeting of stockholders on May 28, 2015. If the Company’s stockholders approve the stock split and the change in authorized shares, each stockholder of record at the close of business on May 28, 2015 will receive one additional share of common stock for every outstanding share of common stock held on the record date.
On April 22, 2015, the Company announced that its Board of Directors declared a cash dividend to be paid on June 26, 2015 to all common stockholders of record as of June 12, 2015. If the proposed stock split and the change in authorized shares are approved by stockholders the cash dividend will be $0.15 per share after giving effect to the split. If the proposed stock split, the change in authorized shares, or both are not approved by stockholders (such that the split does not occur), the cash dividend will be $0.30 per share.
~~-15-~~- 15 -

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

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included herein and with our audited consolidated financial statements and notes thereto for the fiscal year ended January ~~3, 2014,~~2, 2015, which are contained in our fiscal ~~2013~~2014 Annual Report on Form 10-K which was filed with the U.S. Securities and Exchange Commission on ~~February 28, 2014.~~March 2, 2015.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains 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) 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 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 fiscal ~~2013~~2014 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. Due to such uncertainties and risks, you are warned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Company does not intend to release publicly any updates or revisions to any such forward-looking statements.

Business Overview

Exponent, Inc. is an engineering and scientific consulting firm that provides solutions to complex problems. Our multidisciplinary team of scientists, physicians, engineers and business consultants brings together more than 90 different technical disciplines to solve complicated issues facing industry and business today. Our services include analysis of product development, product recall, regulatory compliance, and discovery of potential problems related to products, people or property and impending litigation.

CRITICAL ACCOUNTING ESTIMATES

In preparing our unaudited condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our consolidated balance sheet. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition and estimating the allowance for doubtful accounts and contract losses have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results. Policies covering revenue recognition and estimating the allowance for doubtful accounts and contract losses are described in our fiscal ~~2013~~2014 Annual Report on Form 10-K under “Critical Accounting Estimates” and Note 1 (Summary of Significant Accounting Policies) of the Notes to Consolidated Financial Statements.

~~-16-~~- 16 -

RESULTS OF CONSOLIDATED OPERATIONS

Executive Summary

Revenues for the ~~third~~first quarter of ~~2014~~2015 increased 4%6% and revenues before reimbursements increased 6%4% as compared to the same period last year. The increase in revenues and revenues before reimbursements was due to an increase in billable ~~hours and an increase in realized billing rates.~~hours. We experienced strong demand for our consulting services from a diverse set of clients for both reactive and proactive projects. We had a steady pace of reactive projects assisting clients in litigation matters and product recall evaluations. We experienced strong demand for our proactive consulting services from the consumer electronics, oil and gas, agricultural chemicals, utilities, and biomedical industries.

For the quarter we had notable performances ~~in several practices including~~from our ~~mechanics and~~ materials ~~biomedical,~~& corrosion engineering, mechanical engineering, polymer science & materials chemistry, human factors, and buildings ~~and~~& structures practices, as well as from our environmental ~~sciences, ecological sciences, and chemical regulation and food safety practices.~~group.

Net income ~~decreased~~increased to ~~$11,040,000~~$10,333,000 during the ~~third~~first quarter of ~~2014~~2015 as compared to ~~$11,094,000~~$9,154,000 during the same period last year. Diluted earnings per share increased to ~~$0.80~~$0.75 per share as compared to ~~$0.79~~$0.66 in the same period last year due to the increase in net income and our ongoing share repurchase program.

We remain focused on selectively adding top talent and developing the skills necessary to expand our market position, providing clients with in-depth scientific research and analysis to determine what happened and how to prevent failures or exposures in the future, capitalizing on emerging growth areas, managing other operating expenses, generating cash from operations, maintaining a strong balance sheet and undertaking activities such as share repurchases and dividends to enhance shareholder value. We continue to expect ~~some~~one of our major investigations to step down from ~~their~~its elevated ~~levels~~level of activity as ~~they move~~it moves through ~~their~~the project life cycle. We also continue to expect a step down in the level of activity in our ~~defense~~ technology development practice due to the ~~reduction~~constraints on defense spending and the withdrawal of ~~forces in Afghanistan by the~~ United States ~~federal government.~~and United Kingdom combat troops from Afghanistan.

Overview of the Three Months Ended ~~October~~April 3, ~~2014~~2015

During the ~~third~~first quarter of ~~2014,~~2015, billable hours increased 4%7% to ~~285,000~~292,000 as compared to ~~273,000~~274,000 during the same period last year due to continued demand for our proactive and reactive consulting services. Our utilization increased to ~~74%~~75% during the ~~third~~first quarter of ~~2014~~2015 as compared to 72% during the ~~third~~first quarter of ~~2013.~~2014. The increase in utilization was due to demand for our consulting services from a diverse set of clients for both reactive and proactive projects and our management of headcount to better align resources with anticipated demand. Technical full-time equivalent employees increased 2% to ~~743~~745 during the ~~third~~first quarter of ~~2014~~2015 as compared to ~~726~~732 during the same period last year due to our recruiting and retention efforts. We continue to selectively hire key talent to expand our capabilities.

Three Months Ended ~~October~~April 3, ~~2014~~2015 compared to Three Months Ended ~~September 27, 2013~~April 4, 2014

~~Revenues~~
Revenues
Three Months Ended Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change April 3,
2015 April 4,
2014 Percent
Change

Engineering and Other Scientific $ 57,491 $ 56,395 1.9 % $ 59,801 $ 55,827 7.1%
Percentage of total revenues 73.2 % 75.0 % 74.5 % 73.5 %
Environmental and Health 21,066 18,836 11.8 % 20,492 20,135 1.8%
Percentage of total revenues 26.8 % 25.0 % 25.5 % 26.5 %

Total revenues $ 78,557 $ 75,231 4.4 % $ 80,293 $ 75,962 5.7%

The increase in revenues for our Engineering and Other Scientific segment was due to an increase in billable ~~hours and an increase in realized billing rates.~~hours. During the ~~third~~first quarter of ~~2014,~~2015, billable hours for this segment increased by 1%7% to ~~202,000~~211,000 as compared to ~~200,000~~197,000 during the same period last year. Utilization increased to 77% during the first quarter of 2015 as compared to 75% during the same period last year. The increase in billable hours and utilization was due to demand for our services in our materials & corrosion engineering, polymer science & materials chemistry, human factors, and buildings & structures practices. Technical full-time equivalent employees increased 3%4% to ~~520~~529 during the ~~third~~first quarter of ~~2014~~2015 as compared to ~~504~~508 for the same period last year due to our continuing recruiting and retention efforts. Utilization decreased to 75% during the third quarter of 2014 as compared to 76% during the same period last year. The decrease in utilization was due to our investment in hiring technical consultants.

~~-17-~~- 17 -

The increase in revenues for our Environmental and Health segment was due to an increase in billable ~~hours.~~hours partially offset by the impact of unfavorable foreign exchange rates. During the ~~third~~first quarter of ~~2014,~~2015, billable hours for this segment increased by ~~12%~~5% to ~~82,000~~81,000 as compared to ~~73,000~~77,000 during the same period last year. Utilization increased to ~~71%~~72% for the ~~third~~first quarter of ~~2014~~2015 as compared to ~~64%~~66% for the same period last year. The increase in billable hours and utilization was due to strong demand for our services in our environmental & earth sciences, ecological & biological sciences, and chemical regulation ~~and~~& food safety practices. Technical full-time equivalent employees ~~increased~~decreased by 4% to ~~223~~216 during the ~~third~~first quarter of ~~2014~~2015 as compared to ~~222~~224 during the same period last ~~year.~~year .

~~Compensation and Related Expenses~~
Compensation and Related Expenses
Three Months Ended Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change April 3,
2015 April 4,
2014 Percent
Change

Compensation and related expenses $ 43,948 $ 44,801 (1.9 )% $ 51,115 $ 48,858 4.6%
Percentage of total revenues 55.9 % 59.6 % 63.7 % 64.3 %

The ~~decrease~~increase in compensation and related expenses during the ~~third~~first quarter of ~~2014~~2015 was due to an increase in bonus expense, an increase in payroll and benefits expense, and the change in the value of assets associated with our deferred compensation plan partially offset by an increase in payroll expense, fringe benefits and bonus expense. During the third quarter of 2014, deferred compensation expense decreased $3,224,000 with a corresponding decrease to other income (expense), net, as compared to the third quarter of 2013 due to the change in value of assets associated with our deferred compensation plan. This decrease consisted of a decrease in the value of the plan assets of $1,331,000 during the third quarter of 2014 as compared to an increase in the value of the plan assets of $1,893,000 during same period last year. Payroll expense increased $1,081,000 and fringe benefits increased $280,000 due to the increase in technical full-time equivalent employees and our annual salary increase on March 29, 2014. Bonus expense increased ~~$1,030,000~~$952,000 due to an increase in income before income taxes, before bonus expense, and before stock-based compensation expense. Payroll expense increased $503,000 and fringe benefits increased $296,000 due to the increase in technical full-time equivalent employees. During the first quarter of 2015, deferred compensation expense increased $650,000 with a corresponding increase to other income (expense), net, as compared to the first quarter of 2014 due to the change in value of assets associated with our deferred compensation plan. This increase consisted of an increase in the value of the plan assets of $1,381,000 during the first quarter of 2015 as compared to an increase in the value of the plan assets of $731,000 during same period last year. We expect our compensation expense, excluding the change in value of deferred compensation plan assets, to increase as we selectively add new talent.

~~Other Operating Expenses~~
Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change

Other operating expenses $ 6,715 $ 6,440 4.3 %
Percentage of total revenues 8.5 % 8.6 %
Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increase in other operating expenses during the third quarter of 2014 was due to an increase in occupancy expense of $227,000 and an increase in depreciation expense of $65,000. The increases in occupancy expense and depreciation expense were due to the continued expansion of our facilities to accommodate the increase in technical full-time equivalent employees. We expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.
~~-18-~~
~~Reimbursable Expenses~~
Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change

Reimbursable expenses $ 4,293 $ 5,135 (16.4 )%
Percentage of total revenues 5.5 % 6.8 %
The decrease in reimbursable expenses was primarily due to a decrease in project-related costs in our defense technology development practice within our Engineering and Other Scientific segment. The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects.
~~General and Administrative Expenses~~
Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change

General and administrative expenses $ 4,363 $ 3,695 18.1 %
Percentage of total revenues 5.6 % 4.9 %
The increase in general and administrative expenses during the third quarter of 2014 was due to an increase in travel and meals of $706,000 and an increase in charitable contributions of $200,000 partially offset by a decrease in legal fees of $291,000. The increase in travel and meals was due to a firm-wide managers’ meeting held during the third quarter of 2014. The decrease in legal expenses was due to a decrease in costs associated with legal claims during the third quarter of 2014 as compared to the same period last year.
~~Other Income (Expense), Net~~
Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change

Other income (expense), net $ (863 ) $ 2,355 (137 )%
Percentage of total revenues (1.1 )% 3.1 %
Other income (expense), net, consists primarily of interest income earned on available cash, cash equivalents and short-term investments, changes in the value of assets associated with our deferred compensation plan and rental income from leasing space in our Silicon Valley facility. During the third quarter of 2014, other income (expense), net, decreased $3,224,000 with a corresponding decrease to deferred compensation expense, as compared to the third quarter in 2013 due to a change in the value of assets associated with our deferred compensation plan. This decrease consisted of a decrease in the value of the plan assets of $1,331,000 during the third quarter of 2014 as compared to an increase in the value of the plan assets of $1,893,000 during the third quarter of 2013.
~~Income Taxes~~
Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change

Income taxes $ 7,335 $ 6,421 14.2 %
Percentage of total revenues 9.3 % 8.5 %
Effective tax rate 39.9 % 36.7 %
~~The increase in income taxes and the effective tax rate was primarily due to higher deductions during the third quarter of 2013.~~
~~-19-~~
~~Nine Months Ended October 3, 2014 compared to Nine Months Ended September 27, 2013~~
~~Revenues~~
Nine Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change

Engineering and Other Scientific $ 168,611 $ 163,353 3.2 %
Percentage of total revenues 73.0 % 73.1 %
Environmental and Health 62,482 60,043 4.1 %
Percentage of total revenues 27.0 % 26.9 %

Total revenues $ 231,093 $ 223,396 3.4 %
The increase in revenues for our Engineering and Other Scientific segment was due to an increase in billable hours and an increase in billing rates. During the first nine months of 2014, billable hours for this segment increased 2% to 594,000 as compared to 584,000 during the same period last year. The increase in billable hours was due to strong demand for our services. Technical full-time equivalent employees increased 4% to 513 during the first nine months of 2014 as compared to 493 for the same period last year due to our continuing recruiting and retention efforts. Utilization was 74% for the first nine months of 2014 as compared to 76% during the same period last year. The decrease in utilization was due to our investment in hiring technical consultants.
The increase in revenues for our Environmental and Health segment was due to an increase in billable hours and an increase in billing rates. During the first nine months of 2014, billable hours for this segment increased 3% to 241,000 as compared to 233,000 during the same period last year. Utilization increased to 69% for the first nine months of 2014 as compared to 67% for the same period last year. The increase in billable hours and utilization was due to strong demand for our services. Technical full-time equivalent employees increased to 223 during the first nine months of 2014 as compared to 222 during the same period last year.
~~Compensation and Related Expenses~~
Nine Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change

Compensation and related expenses $ 138,855 $ 137,795 0.8 %
Percentage of total revenues 60.1 % 61.7 %
The increase in compensation and related expenses during the first nine months of 2014 was due to an increase in payroll expense and an increase in bonus expense partially offset by the change in value of assets associated with our deferred compensation plan. Payroll expense increased by $2,743,000 due to the increase in technical full-time equivalent employees and our annual salary increase on March 29, 2014. Bonus expense increased $1,062,000 due to an increase in income before income taxes, before bonus expense, and before stock-based compensation expense. During the first nine months of 2014, deferred compensation expense decreased $2,777,000 with a corresponding decrease to other income (expense), net, as compared to the first nine months of 2013 due to the change in value of assets associated with our deferred compensation plan. This decrease consisted of an increase in the value of the plan assets of $1,351,000 during the first nine months of 2014 as compared to an increase in the value of the plan assets of $4,128,000 during the first nine months of 2013.
~~Other Operating Expenses~~
Other Operating Expenses
Nine Months Ended Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change April 3,
2015 April 4,
2014 Percent
Change

Other operating expenses $ 19,482 $ 18,794 3.7 % $ 6,510 $ 6,317 3.1%
Percentage of total revenues 8.4 % 8.4 % 8.1 % 8.3 %

Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increase in other operating expenses during the first ~~nine months~~quarter of ~~2014~~2015 was due to ~~an increase~~investments in ~~occupancy expense of $359,000~~our corporate infrastructure and ~~an increase in depreciation expense of $319,000. The increases in occupancy expense and depreciation expense were due to the continued expansion of our facilities to accommodate~~costs associated with the increase in technical full-time equivalent employees. We expect other operating expenses to grow as we selectively add new talent and make investments in our corporate infrastructure.
Reimbursable Expenses
Three Months Ended
(in thousands, except percentages) April 3,
2015 April 4,
2014 Percent
Change

Reimbursable expenses $ 4,152 $ 2,995 38.6%
Percentage of total revenues 5.2 % 3.9 %

~~-20-~~- 18 -

~~Reimbursable Expenses~~
Nine Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change

Reimbursable expenses $ 11,531 $ 12,389 (6.9 )%
Percentage of total revenues 5.0 % 5.5 %
The ~~decrease~~increase in reimbursable expenses was primarily due to ~~a decrease~~an increase in project-related costs in our ~~defense~~ technology development ~~practice~~and materials & corrosion engineering practices within our Engineering and Other Scientific segment. The amount of reimbursable expenses will vary from quarter to quarter depending on the nature of our projects.

~~General and Administrative Expenses~~
General and Administrative Expenses
Nine Months Ended Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change April 3,
2015 April 4,
2014 Percent
Change

General and administrative expenses $ 11,809 $ 10,814 9.2 % $ 3,488 $ 3,698 (5.7)%
Percentage of total revenues 5.1 % 4.8 % 4.3 % 4.9 %

The ~~increase~~decrease in general and administrative expenses during the first ~~nine months~~quarter of ~~2014~~2015 was due to a decrease in legal expenses of $417,000 partially offset by an increase in ~~travel and meals~~bad debt expense of ~~$638,000~~$118,000 and an increase in ~~charitable contributions~~outside consulting services of ~~$200,000.~~$73,000. The ~~increase~~decrease in ~~travel and meals~~legal expenses was ~~primarily~~ due to a ~~firm-wide managers’ meeting held~~decrease in costs associated with legal claims during the ~~third~~first quarter of 2015 as compared to the first quarter of 2014. We expect general and administrative expenses to increase as we selectively add new talent, expand our business development initiatives and pursue staff development initiatives.

~~Other Income (Expense), Net~~
Other Income (Expense), Net
Nine Months Ended Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change April 3,
2015 April 4,
2014 Percent
Change

Other income (expense), net $ 2,722 $ 5,687 (52.1 )% $ 2,043 $ 1,271 60.7%
Percentage of total revenues 1.2 % 2.5 % 2.5 % 1.7 %

Other income (expense), net, consists primarily of interest income earned on available cash, cash equivalents and short-term investments, changes in the value of assets associated with our deferred compensation plan and rental income from leasing space in our Silicon Valley facility. During the first ~~nine months~~quarter of ~~2014,~~2015, other income (expense), net, ~~decreased $2,777,000~~increased $650,000 with a corresponding ~~decrease~~increase to deferred compensation expense, as compared to the first ~~nine months of 2013~~quarter in 2014 due to ~~the~~a change in the value of assets associated with our deferred compensation plan. This ~~decrease~~increase consisted of an increase in the value of the plan assets of ~~$1,351,000~~$1,381,000 during the first ~~nine months~~quarter of ~~2014~~2015 as compared to an increase in the value of the plan assets of ~~$4,128,000~~$731,000 during the first ~~nine months~~quarter of ~~2013.~~2014.

~~Income Taxes~~
Income Taxes
Nine Months Ended Three Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 Percent
Change April 3,
2015 April 4,
2014 Percent
Change

Income taxes $ 20,680 $ 19,373 6.7 % $ 6,738 $ 6,211 8.5%
Percentage of total revenues 8.9 % 8.7 % 8.4 % 8.2 %
Effective tax rate 39.7 % 39.3 % 39.5 % 40.4 %

The increase in income taxes ~~and the~~was due to a corresponding increase in pre-tax income. The decrease in our effective tax rate was ~~primarily~~ due to ~~higher deductions during~~an increase in undistributed foreign earnings from tax jurisdictions with lower income tax rates than the ~~third quarter~~United States. These undistributed foreign earnings in the U.K., Germany and China are indefinitely invested outside of ~~2013.~~the United States.

~~-21-~~- 19 -

~~RECENT ACCOUNTING PRONOUNCEMENTS~~
~~On May 28, 2014, the Financial Accounting Standards Board issued ASU No. 2014-09,~~~~Revenue from Contracts with Customers~~, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles (“GAAP”) when it becomes effective. The new standard is effective for us on December 31, 2016.
Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU No. 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.
LIQUIDITY AND CAPITAL RESOURCES

Nine Months Ended Three Months Ended
(in thousands) October 3,
2014 September 27,
2013 April 3,
2015 April 4,
2014

Net cash provided by operating activities $ 26,076 $ 33,818
Net cash provided by (used in) operating activities $ 1,701 $ (6,120 )
Net cash provided by investing activities 2,613 2,784 2,693 225
Net cash used in financing activities (35,633 ) (28,232 ) (10,070 ) (11,580 )

We financed our business during the first ~~nine months~~quarter of ~~2014~~2015 through available cash. We invest our excess cash in cash equivalents and short-term investments. As of ~~October~~April 3, ~~2014,~~2015, our cash, cash equivalents and short-term investments were ~~$141.6~~$145.0 million compared to ~~$156.1~~$154.4 million at January ~~3, 2014.~~2, 2015. We believe our existing balances of cash, cash equivalents and short-term investments will be sufficient to satisfy our working capital needs, capital expenditures, outstanding commitments, stock repurchases, dividends and other liquidity requirements ~~during~~over at least the next twelve months.

Generally, our net cash provided by operating activities is used to fund our day to day operating activities. First quarter operating cash requirements are generally higher due to payment in the first quarter of our annual bonuses accrued during the prior year. Our largest source of operating cash flows is collections from our clients. Our primary uses of cash from operating activities are for employee related expenditures, leased facilities, taxes, and general operating expenses including marketing and travel.

The increase in net cash ~~used in financing~~provided by investing activities during the first ~~nine~~three months of ~~2014~~2015 as compared to the same period last year was due to an increase in maturities of short term investments.
The decrease in net cash used in financing activities during the first three months of 2015 as compared to the same period last year was due to a decrease in repurchases of common ~~stock and an increase in our quarterly dividend payments.~~stock.

We expect to continue our investing activities, including capital expenditures. Furthermore, cash reserves may be used to repurchase common stock under our stock repurchase programs, pay dividends or strategically acquire professional service firms that are complementary to our business.

For a summary of our commitments to make future payments under contractual obligations, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended January ~~3, 2014.~~2, 2015. There have been no material changes in our contractual obligations since January ~~3, 2014.~~2, 2015.

We maintain a nonqualified deferred compensation plan for the benefit of a select group of highly compensated employees. Vested amounts due under the plan of ~~$36,384,000~~$44,648,000 were recorded as a long-term liability on our unaudited condensed consolidated balance sheet at ~~October~~April 3, ~~2014.~~2015. Company assets that are earmarked to pay benefits under the plan are held in a rabbi trust and are subject to the claims of our creditors. As of ~~October~~April 3, ~~2014~~2015 invested amounts under the plan of ~~$34,634,000~~$37,148,000 were recorded as a long-term asset on our unaudited condensed consolidated balance sheet.
~~-22-~~

As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that reduces our exposure and enables us to recover a portion of any future amounts paid.

We believe that our existing cash, cash equivalents, short-term investments and our anticipated cash flows from operations will be sufficient to meet our anticipated operating requirements for at least the next twelve months.
- 20 -

Non-GAAP Financial Measures

Regulation G, Conditions for Use of Non-Generally Accepted Accounting Principles ("Non-GAAP") Financial Measures, and other SEC rules and regulations define and prescribe the conditions for use of Non-GAAP financial information. 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. We closely monitor two financial measures, EBITDA and EBITDAS, which meet the definition of Non-GAAP financial measures. We define EBITDA as net income before income taxes, net interest income, depreciation and amortization. We define EBITDAS as EBITDA before stock-based compensation. The Company regards EBITDA and EBITDAS as useful measures of operating performance to complement operating income, net income and other GAAP financial performance measures. Additionally, management believes that EBITDA and EBITDAS provide meaningful comparisons of past, present and future operating results. These measures are used to evaluate our financial results, develop budgets and determine employee compensation. These measures, 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 the Non-GAAP measures to the nearest comparable GAAP measure is set forth below.

The following table shows EBITDA as a percentage of revenues before reimbursements for the three ~~and nine~~ months ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013:~~April 4, 2014:

Three Months Ended Nine Months Ended
(in thousands, except percentages) October 3,
2014 September 27,
2013 October 3,
2014 September 27,
2013

Revenues before reimbursements $ 74,264 $ 70,096 $ 219,562 $ 211,007

EBITDA $ 19,688 $ 18,784 $ 56,000 $ 52,863

EBITDA as a % of revenues before reimbursements 26.5 % 26.8 % 25.5 % 25.1 %
The decrease in EBITDA as a percentage of revenues before reimbursements during the third quarter of 2014 was primarily due to an increase in payroll expense, bonus expense and general and administrative expenses partially offset by revenue growth.
Three Months Ended
(in thousands, except percentages) April 3,
2015 April 4,
2014

Revenues before reimbursements $ 76,141 $ 72,967

EBITDA $ 18,418 $ 16,643

EBITDA as a % of revenues before reimbursements 24.2 % 22.8 %

The increase in EBITDA as a percentage of revenues before reimbursements during the first ~~nine months~~quarter of ~~2014~~2015 as compared to the same period last year was primarily due to revenue growth partially offset by moderate growth in compensation and related expenses and other operating expenses.

~~-23-~~- 21 -

The following table is a reconciliation of EBITDA and EBITDAS to the most comparable GAAP measure, net income, for the three ~~and nine~~ months ended ~~October~~April 3, ~~2014~~2015 and ~~September 27, 2013:~~April 4, 2014:

Three Months Ended Nine Months Ended
(in thousands) October 3,
2014 September 27,
2013 October 3,
2014 September 27,
2013

Net income $ 11,040 $ 11,094 $ 31,458 $ 29,918

Add back (subtract):

Income taxes 7,335 6,421 20,680 19,373
Interest income, net (33 ) (14 ) (117 ) (95 )
Depreciation and amortization 1,346 1,283 3,979 3,667

EBITDA 19,688 18,784 56,000 52,863

Stock-based compensation 2,710 2,501 10,585 10,832

EBITDAS $ 22,398 $ 21,285 $ 66,585 $ 63,695
Three Months Ended
(in thousands) April 3,
2015 April 4,
2014

Net income $ 10,333 $ 9,154

Add back (subtract):

Income taxes 6,738 6,211
Interest income, net (34 ) (44 )
Depreciation and amortization 1,381 1,322

EBITDA 18,418 16,643

Stock-based compensation 5,221 5,293

EBITDAS $ 23,639 $ 21,936

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate risk associated with our balances of cash, cash equivalents and short-term investments. We manage our interest rate risk by maintaining an investment portfolio primarily consisting of debt instruments with high credit quality and relatively short average effective maturities in accordance with our investment policy. The maximum effective maturity of any issue in our portfolio is 3 years and the maximum average effective maturity of the portfolio cannot exceed 12 months. If interest rates were to instantaneously increase or decrease by 100 basis points, the change in the fair market value of our portfolio of cash equivalents and short-term investments would not have a material impact on our financial statements. We do not use derivative financial instruments in our portfolio. There have not been any material changes during the period covered by this Quarterly Report on Form 10-Q to our interest rate risk exposures, or how these exposures are managed. Notwithstanding our efforts to manage interest rate risk, there can be no assurances that we will be adequately protected against the risks associated with interest rate fluctuations.

We have foreign currency risk related to our revenues and expenses denominated in currencies other than the U.S. dollar, primarily the British Pound, the Euro, and the Chinese Yuan. Accordingly, changes in exchange rates may negatively affect the revenues and net income of our foreign subsidiaries as expressed in U.S. dollars.
At April 3, 2015, we had net assets of approximately $2.6 million with a functional currency of the British Pound, net assets of approximately $2.3 million with a functional currency of the Euro, and net assets of approximately $1.6 million with a functional currency of the Chinese Yuan associated with our operations in the United Kingdom, Germany, and China, respectively.
We also have foreign currency risk related to foreign currency transactions and monetary assets and liabilities denominated in currencies that are ~~exposed~~not the functional currency. We have experienced and will continue to ~~some~~experience fluctuations in our net income as a result of gains (losses) on these foreign currency transactions and the remeasurement of monetary assets and liabilities. At April 3, 2015, we had net assets denominated in the non-functional currency of approximately $0.6 million. As such, a ten percent change in the value of the local currency would result in $0.06 million foreign currency gain or loss in our results of operations.
We do not use foreign exchange contracts to hedge any foreign currency exposures. To date, the impacts of foreign currency exchange rate ~~risk associated with~~changes on our foreign operations. Given the limited nature of these operations, we believe that any exposure is minimal. Currently, we do not employ a foreign currency hedging program to mitigate our foreign currency exchange risk as we believe the risks to dateconsolidated revenues and consolidated net income have not been ~~significant.~~material. However, our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.
- 22 -

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis, to improve our controls and procedures over time and to correct any deficiencies that we may discover in the future. Our goal is to ensure that our senior management has timely access to all material financial and non-financial information concerning our business. While we believe the present design of our disclosure controls and procedures is effective to achieve our goal, future events affecting our business may cause us to significantly modify our disclosure controls and procedures.

~~-24-~~
(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three month period ended ~~October~~April 3, ~~2014~~2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Exponent is not engaged in any material legal proceedings.

Item 1A. Risk Factors

There have been no material changes from risk factors as previously discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended January ~~3, 2014.~~2, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information on the Company’s repurchases of the Company’s common stock for the three months ended ~~October~~April 3, ~~2014~~2015 (in thousands, except price per share):

Total
Number of
Shares
Purchased Average
Price Paid
Per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Programs Approximate Dollar
Value of Shares That
May Yet Be
Purchased Under the
Programs⁽¹⁾

July 5 to August 1 - $ - - $ 51,617
August 2 to August 29 35 72.23 35 $ 49,077
August 30 to October 3 150 73.09 150 $ 38,077
Total 185 $ 72.93 185 $ 38,077
Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs⁽¹⁾

January 3 to January 30 - $ - - $ 35,078
January 31 to February 27 - - - $ 35,078
February 28 to April 3 40 86.45 40 $ 31,578
Total 40 $ 86.45 40 $ 31,578

⁽¹⁾ On February 9, 2012, the Board of Directors authorized $35,000,000 for the repurchase of the Company’s common stock. On February 15, 2013, the Board of Directors authorized an additional $35,000,000 for the repurchase of the Company’s common stock. On May 29, 2014, the Company’s Board of Directors authorized an additional $35,000,000 for the repurchase of the Company’s common stock. These plans have no expiration date.
- 23 -

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.
~~-25-~~

Item 6. Exhibits

(a) Exhibit Index

31.1 Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934.

31.2 Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) under the Securities Exchange Act of 1934.

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Schema Document

101.CAL XBRL Taxonomy Calculation Linkbase Document

101.DEF XBRL Taxonomy Definition Linkbase Document

101.LAB XBRL Taxonomy Label Linkbase Document

101.PRE XBRL Taxonomy Presentation Linkbase Document

~~-26-~~- 24 -

SIGNATUR~~SIGNATURES~~ES

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.

EXPONENT, INC.
(Registrant)

Date: ~~November 7, 2014~~May 8, 2015
/s/ Paul R. Johnston
Paul R. Johnston, Ph.D., Chief Executive Officer

/s/ Richard L. Schlenker
Richard L. Schlenker, Chief Financial Officer

~~-27-~~- 25 -

	October 3,			January 3,
	2014			2014
Assets
Current assets:
Cash and cash equivalents	$	115,614		$	122,948
Short-term investments		26,009			33,171
Accounts receivable, net of allowance for doubtful accounts
of $3,241 and $2,771 at October 3, 2014 and
January 3, 2014, respectively		89,089			76,980
Prepaid expenses and other assets		12,630			10,450
Deferred income taxes		11,141			8,135
Total current assets		254,483			251,684

Property, equipment and leasehold improvements, net		28,812			28,721
Goodwill		8,607			8,607
Deferred income taxes		24,234			21,102
Deferred compensation plan assets		34,634			33,501
Other assets		1,286			551
Total assets	$	352,056		$	344,166

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	11,011		$	8,442
Accrued payroll and employee benefits		54,496			56,934
Deferred revenues		5,848			6,771
Total current liabilities		71,355			72,147

Other liabilities		1,613			1,181
Deferred compensation		36,384			33,447
Deferred rent		2,162			2,332
Total liabilities		111,514			109,107

Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized;
16,427 shares issued at October 3, 2014 and January 3, 2014		16			16
Additional paid-in capital		158,909			141,250
Accumulated other comprehensive income
Investment securities, available for sale		19			10
Foreign currency translation adjustments		(372	)		99
		(353	)		109
Retained earnings		241,074			226,040
Treasury stock, at cost; 3,519 and 3,363 shares held at
October 3, 2014 and January 3, 2014, respectively		(159,104	)		(132,356	)
Total stockholders’ equity		240,542			235,059
Total liabilities and stockholders’ equity	$	352,056		$	344,166

	April 3,			January 2,
	2015			2015
Assets
Current assets:
Cash and cash equivalents	$	123,658		$	129,490
Short-term investments		21,368			24,913
Accounts receivable, net of allowance for doubtful accounts
of $3,596 and $3,386 at April 3, 2015 and
January 2, 2015, respectively		88,076			86,368
Prepaid expenses and other assets		12,121			14,727
Deferred income taxes		11,602			11,002
Total current assets		256,825			266,500

Property, equipment and leasehold improvements, net		27,587			28,264
Goodwill		8,607			8,607
Deferred income taxes		25,917			24,612
Deferred compensation plan assets		37,148			36,195
Other assets		1,159			1,121
Total assets	$	357,243		$	365,299

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	8,933		$	8,935
Accrued payroll and employee benefits		40,169			62,184
Deferred revenues		5,776			8,226
Total current liabilities		54,878			79,345

Other liabilities		1,985			1,862
Deferred compensation		44,648			37,745
Deferred rent		1,914			2,059
Total liabilities		103,425			121,011

Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized;
16,427 shares issued at April 3, 2015 and January 2, 2015		16			16
Additional paid-in capital		174,161			160,225
Accumulated other comprehensive income
Investment securities, available-for-sale		7			14
Foreign currency translation adjustments		(1,419	)		(918	)
		(1,412	)		(904	)
Retained earnings		248,089			246,961
Treasury stock, at cost; 3,436 and 3,556 shares held at
April 3, 2015 and January 2, 2015, respectively		(167,036	)		(162,010	)
Total stockholders’ equity		253,818			244,288
Total liabilities and stockholders’ equity	$	357,243		$	365,299

	Three Months Ended
	April 3, 2015		April 4, 2014

Revenues:
Revenues before reimbursements	$	76,141	$	72,967
Reimbursements		4,152		2,995

Revenues		80,293		75,962

Operating expenses:
Compensation and related expenses		51,115		48,858
Other operating expenses		6,510		6,317
Reimbursable expenses		4,152		2,995
General and administrative expenses		3,488		3,698

Total operating expenses		65,265		61,868

Operating income		15,028		14,094

Other income, net:
Interest income, net		34		44
Miscellaneous income, net		2,009		1,227
Total other income, net		2,043		1,271

Income before income taxes		17,071		15,365

Income taxes		6,738		6,211

Net income	$	10,333	$	9,154

Net income per share:
Basic	$	0.78	$	0.68
Diluted	$	0.75	$	0.66

Shares used in per share computations:
Basic		13,311		13,537
Diluted		13,695		13,940

Cash dividends declared per common share	$	0.30	$	0.25

	Three Months Ended					Nine Months Ended
	October 3, 2014			September 27, 2013		October 3, 2014		September 27, 2013

Revenues:
Revenues before reimbursements	$	74,264		$	70,096	$	219,562	$	211,007
Reimbursements		4,293			5,135		11,531		12,389

Revenues		78,557			75,231		231,093		223,396

Operating expenses:
Compensation and related expenses		43,948			44,801		138,855		137,795
Other operating expenses		6,715			6,440		19,482		18,794
Reimbursable expenses		4,293			5,135		11,531		12,389
General and administrative expenses		4,363			3,695		11,809		10,814

Total operating expenses		59,319			60,071		181,677		179,792

Operating income		19,238			15,160		49,416		43,604

Other income (expense), net:
Interest income, net		33			14		117		95
Miscellaneous income (expense), net		(896	)		2,341		2,605		5,592
Total other income (expense), net		(863	)		2,355		2,722		5,687

Income before income taxes		18,375			17,515		52,138		49,291

Income taxes		7,335			6,421		20,680		19,373

Net income	$	11,040		$	11,094	$	31,458	$	29,918

Net income per share:
Basic	$	0.82		$	0.82	$	2.33	$	2.19
Diluted	$	0.80		$	0.79	$	2.26	$	2.13

Shares used in per share computations:
Basic		13,469			13,598		13,509		13,638
Diluted		13,824			13,993		13,889		14,047

Cash dividends declared per common share	$	0.25		$	0.15	$	0.75	$	0.45

	Fiscal Year 2014
	Dividends		Amount
	Per Share		(in thousands)
First Quarter	$	0.25	$	3,262
Second Quarter	$	0.25		3,270
Third Quarter	$	0.25		3,262
			$	9,794

	Fiscal Year 2015
	Dividends		Amount
	Per Share		(in thousands)
First Quarter	$	0.30	$	3,858
			$	3,858

	Fiscal Year 2013				Fiscal Year 2014
	Dividends		Amount		Dividends		Amount
	Per Share		(in thousands)		Per Share		(in thousands)
First Quarter	$	0.15	$	1,969	$	0.25	$	3,262
Second Quarter	$	0.15		1,998	$	0.25		3,270
Third Quarter	$	0.15		1,945	$	0.25		3,262
Fourth Quarter	$	0.15		1,965	$	0.25		3,216
			$	7,877			$	13,010

	Fair Value Measurements at Reporting Date Using								Fair Value Measurements at Reporting Date Using
(In thousands)	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Assets
Money market
securities⁽¹⁾	$	44,246	$	44,246	$	-	$	-	$	48,940	$	48,940	$	-	$	-

Fixed income available
for sale securities⁽²⁾		26,009		-		26,009		-
Fixed income available-
for-sale securities⁽²⁾										21,368		-		21,368		-

Fixed income trading
securities held in deferred
compensation plan⁽³⁾		9,759		9,759		-		-		12,376		12,376		-		-

Equity trading securities
held in deferred
compensation plan⁽³⁾		32,339		32,339		-		-		31,542		31,542		-		-

Total	$	112,353	$	86,344	$	26,009	$	-	$	114,226	$	92,858	$	21,368	$	-

Liabilities
Deferred compensation
plan⁽⁴⁾		43,832		43,832		-		-		51,419		51,419		-		-

Total	$	43,832	$	43,832	$	-	$	-	$	51,419	$	51,419	$	-	$	-

	Amortized		Unrealized		Unrealized			Estimated		Amortized		Unrealized		Unrealized			Estimated
(In thousands)	Cost		Gains		Losses			Fair Value		Cost		Gains		Losses			Fair Value

Classified as current assets:
Cash	$	71,368	$	-	$	-		$	71,368	$	74,718	$	-	$	-		$	74,718

Cash equivalents:
Money market securities		44,246		-		-			44,246		48,940		-		-			48,940
Total cash equivalents		44,246		-		-			44,246		48,940		-		-			48,940
Total cash and cash equivalents		115,614		-		-			115,614		123,658		-		-			123,658

Short-term investments:
State and municipal bonds		25,977		36		(4	)		26,009		21,357		13		(2	)		21,368
Total short-term investments		25,977		36		(4	)		26,009		21,357		13		(2	)		21,368

Total cash, cash equivalents
and short-term investments	$	141,591	$	36	$	(4	)	$	141,623	$	145,015	$	13	$	(2	)	$	145,026

	Three Months Ended
(In thousands)	April 3, 2015			April 4, 2014

Cash paid during period:

Income taxes	$	390		$	428

Non-cash investing and financing activities:

Unrealized (loss) gain on short-term investments	$	(7	)	$	14

Vested stock unit awards issued to settle accrued bonuses	$	6,169		$	6,008

Stock repurchases payable to broker	$	-		$	800

Capital Expenditures
	Three Months Ended						Nine Months Ended						Three Months Ended
(In thousands)	October 3, 2014			September 27, 2013			October 3, 2014			September 27, 2013			April 3, 2015		April 4, 2014

Engineering and Other Scientific	$	18,939		$	18,115		$	55,457		$	51,747		$	392	$	530
Environmental and Health		7,007			5,624			20,171			19,104			24		55

Total segment operating income		25,946			23,739			75,628			70,851
Total segment capital expenditures														416		585

Corporate operating expense		(6,708	)		(8,579	)		(26,212	)		(27,247	)
Corporate capital expenditures														211		330

Total operating income	$	19,238		$	15,160		$	49,416		$	43,604
Total capital expenditures													$	627	$	915

Depreciation and Amortization
	Three Months Ended
(In thousands)	April 3, 2015		April 4, 2014

Engineering and Other Scientific	$	1,104	$	873
Environmental and Health		43		47

Total segment depreciation and amortization		1,147		920

Corporate depreciation and amortization		234		402

Total depreciation and amortization	$	1,381	$	1,322

	Environmental		Engineering and
(In thousands)	and Health		Other Scientific		Total

Goodwill	$	8,099	$	508	$	8,607

	Three Months Ended
(in thousands, except percentages)	October 3, 2014			September 27, 2013			Percent Change

Other operating expenses	$	6,715		$	6,440			4.3	%
Percentage of total revenues		8.5	%		8.6	%

Other Income (Expense), Net
	Nine Months Ended									Three Months Ended
(in thousands, except percentages)	October 3, 2014			September 27, 2013			Percent Change			April 3, 2015			April 4, 2014			Percent Change

Other income (expense), net	$	2,722		$	5,687			(52.1	)%	$	2,043		$	1,271		60.7%
Percentage of total revenues		1.2	%		2.5	%					2.5	%		1.7	%

	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs⁽¹⁾

July 5 to August 1		-	$	-		-	$	51,617
August 2 to August 29		35		72.23		35	$	49,077
August 30 to October 3		150		73.09		150	$	38,077
Total		185	$	72.93		185	$	38,077

	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs⁽¹⁾

January 3 to January 30		-	$	-		-	$	35,078
January 31 to February 27		-		-		-	$	35,078
February 28 to April 3		40		86.45		40	$	31,578
Total		40	$	86.45		40	$	31,578

	EXPONENT, INC.
	(Registrant)

Date: ~~November 7, 2014~~May 8, 2015
	/s/ Paul R. Johnston
	Paul R. Johnston, Ph.D., Chief Executive Officer

	/s/ Richard L. Schlenker
	Richard L. Schlenker, Chief Financial Officer