Exponent
Annual Report 2013

Plain-text annual report

2013 Annual Report  Dear Fellow Stockholders: We are pleased to have delivered solid financial results in 2013, with continued revenue and net income growth, and strong cash flow from operations. This performance allowed us to continue to return value to shareholders through share repurchases and the initiation of dividend payments. For the full year, revenues before reimbursements were up 5% to $280 million and total revenues increased 1% to $296 million. Net income improved 4% to $38.6 million, or $2.76 per diluted share, and EBITDA grew 4% to $68.8 million. During 2013, we generated $61.8 million in cash flow from operations, repurchased $25.0 million of common stock, paid dividends of $7.9 million and closed the year with $156.1 million in cash, cash equivalents and short-term investments. During 2013, we continued to build upon our leading position in reactive services, where we investigated accidents ranging from the collapse of a major industrial facility to a home fire; evaluated potential product recalls including home appliances and food products; and assessed the health and environmental exposures for oil and gas operations. Additionally, we expanded our market recognition in proactive services, where we provided design consulting for products ranging from tablet computers to drug delivery systems; assisted clients with regulatory matters involving bathroom fixtures and cosmetics; and worked with clients to develop risk management programs for gas distribution systems. As we enter 2014, we remain optimistic about our business and believe we can continue to expand our unique market position in assessing the reliability, safety, human health and environmental issues of increasingly complex technologies, products, and processes. While we expect major assignments to step down this year, we remain focused on growing the remainder of our business. Our top financial priorities will be generating substantial cash flow from operations; maintaining a strong balance sheet; and enhancing shareholder value through stock repurchases and dividends. In summary, we are pleased with our underlying growth and appreciate our employees for their significant contributions. We also thank our clients and investors for their continued support of Exponent. We remain optimistic about our future and look forward to translating our opportunities into long-term shareholder value in the years to come. With regards, Paul R. Johnston, Ph.D. President and Chief Executive Officer  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________ FORM 10-K ________________________________ [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended January 3, 2014. OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to _________. Commission File Number 0-18655 ________________________________ EXPONENT, INC. (Exact name of registrant as specified in its charter) ________________________________ (State or other jurisdiction of incorporation or organization) Delaware 77-0218904 (I.R.S. Employer Identification No.) 149 Commonwealth Drive, Menlo Park, California (Address of principal executive offices) 94025 (Zip Code) (650) 326-9400 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, $0.001 par value per share Name of Each Exchange on Which Registered The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No X Yes Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act 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. Yes X 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] 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 No X The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant based on the closing sales price of the Common Stock as reported on the NASDAQ National Market on June 28, 2013, the last business day of the registrant’s most recently completed second quarter, was $543,857,810. Shares of the registrant’s common stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of June 28, 2013 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the issuer’s Common Stock outstanding as of February 21, 2014 was 13,063,216. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement for the Registrant’s 2014 Annual Meeting of Stockholders to be held on May 29, 2014 are incorporated by reference into Part III of this Form 10-K. 2 EXPONENT, INC. FORM 10-K ANNUAL REPORT FISCAL YEAR ENDED JANUARY 3, 2014 TABLE OF CONTENTS Business PART I Item 1. Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Item 4. Mine Safety Disclosures Properties Legal Proceedings PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Item 6. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Item 9. Item 9A. Controls and Procedures Item 9B. Other Information Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Page 4 13 17 18 18 18 18 20 20 30 30 30 30 31 PART III 31 Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation 31 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 31 31 Item 13. Certain Relationships and Related Transactions, and Director Independence 31 Item 14. Principal Accounting Fees and Services PART IV Item 15. Exhibits, Financial Statement Schedules Signatures Exhibit Index FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains, and incorporates by reference, certain “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995, and the rules promulgated pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), including but not limited to statements regarding future growth and market opportunities, headcount, utilization and operating expenses, 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 revenue, margins, 3 32 61 62 in the documents Reform Act of 1995. When used in this document and incorporated herein by reference, statements other than statements of current or historical fact are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect” and similar expressions, as they relate to the Company or its management, identify certain of 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 or results, Company’s achievements could differ materially from those expressed in, or implied by, any such forward- looking statements. Factors that could cause or performance, actual 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 the specific economic conditions, timing of engagements the effects of for our services, competitive services and pricing, tort reform and liabilities resulting from claims made against us. Additional risks and uncertainties are discussed in this Report under the heading “Risk Factors” and elsewhere. The inclusion of such forward-looking information a representation by the Company or any other person that future events, plans, or expectations contemplated by the Company will be achieved. The Company undertakes no obligation to update or revise any such forward-looking statements. should not be regarded the as PART I Item 1. Business GENERAL Inc., The history of Exponent, Inc. goes back to 1967, with the founding of the partnership Failure Analysis Associates, which was incorporated the following year in California and reincorporated in Delaware as Failure Analysis Associates, Inc. in 1988. The Failure Group, Inc. was organized in 1989 as a holding company for Failure Analysis Associates, Inc. and changed its name to Exponent, Inc. in 1998. its subsidiaries, together with Exponent, (“Exponent” or the “Company”) is a science and engineering consulting firm that provides solutions to complex problems. Our multidisciplinary team of scientists, physicians, engineers, business and regulatory consultants brings together more than 90 different technical disciplines to solve complicated issues facing industry and government today. Our professional staff can perform in-depth scientific research and analysis, or very rapid-response evaluations to provide our clients with the critical information they need. CLIENTS General health, Exponent serves clients in automotive, aviation, chemical, construction, consumer products, energy, government, insurance, manufacturing, technology and other sectors of the economy. Many of our engagements are initiated directly by large corporations or by lawyers or insurance companies whose clients anticipate, or are engaged in, litigation related to their products, equipment, processes or services. The scope of our services in failure prevention and technology evaluation has grown as the technological complexity of products has increased over the years. Pricing and Terms of Engagements We provide our services on either a fixed-price basis or on a time and material basis, charging in the latter case hourly rates for each staff member involved in a project, based on his or her skills and experience. Our standard rates for professionals range from $155 to $600 per hour. Our engagement agreements require typically provide payment of our invoices within 30 days of receipt and permit clients to terminate engagements at any time. Clients normally agree to indemnify us and our personnel against liabilities arising out of the use or results of our work or application of recommendations. for monthly billing, the SERVICES Exponent provides high quality engineering and scientific consulting services to clients around the world. Our service offerings are provided on a Many projects require project-by-project basis. support from multiple practices. We currently operate 23 practices and centers in two operating segments, Engineering and Other Scientific and Environmental and Health: ENGINEERING AND OTHER SCIENTIFIC  Biomechanics  Biomedical Engineering  Buildings & Structures  Civil Engineering  Construction Consulting  Defense Technology Development  Electrical Engineering & Computer Science  Engineering Management Consulting  Human Factors   Materials & Corrosion Engineering  Mechanical Engineering  Polymer Science & Materials Chemistry  Statistical & Data Sciences  Thermal Sciences  Vehicle Analysis Industrial Structures ENVIRONMENTAL AND HEALTH  Chemical Regulation & Food Safety  Ecological & Biological Sciences 4  Environmental & Earth Sciences  Epidemiology, Biostatistics & Computational Biology  Exposure Assessment & Dose Reconstruction  Occupational & Environmental Health  Toxicology & Mechanistic Biology ENGINEERING AND OTHER SCIENTIFIC Biomechanics Our biomechanics staff uses engineering and biomedical science to solve complex problems at the intersection of biology and engineering. Our expertise is used to understand and evaluate the interaction between the human body as a biological system and the physical environment to explore the cause, nature, and severity of injuries. During the past year, our biomechanics staff performed analyses of human injury related to a variety of products including recreational vehicles, sporting goods, trucks, trains, aircraft, industrial equipment, and automobiles. They also looked at the implications of using protective devices (such as restraint systems, airbags, and helmets) on reducing the potential for injury, and assessed injuries in the workplace, in the home, and during recreational activities. Biomedical Engineering Our Biomedical Engineering Practice applies engineering principles to the medical field, including the evaluation of designs and performance of medical devices and biologics. Our engineers and scientists assist clients with characterization of cells, tissues, biomaterials, and medical devices. As part of our regulatory compliance, we can perform preclinical testing and formulate a related regulatory strategy, conduct design verification and validation, as well as design and manufacturing failure analyses, recall management, and medical device explant analysis. In addition, our staff can perform analysis of clinical outcomes for medical devices using administrative claims databases. Our expertise is also utilized in product litigation, technology acquisition and due diligence matters. intellectual property liability, Buildings & Structures The basic function of a building is to provide structurally sound, durable and environmentally controlled space to house and protect occupants and contents. If this basic function is not achieved, it is 5 its to perform because one or more aspect(s) of the building design or construction failed intended function. Our architects, engineers, and scientists have been investigating such failures for decades, and we use this experience to solve problems with building systems and components, including finding the best repair options and mitigating the risk of future failures. include property During the past year, we have evaluated numerous problems with residential, commercial and industrial structures for insurers, attorneys and owners. Our evaluations often inspections, testing, engineering analysis and the development of repair recommendations. In addition, we have worked with owners to assess and mitigate the risk of failure associated with hazards such as hurricanes, earthquakes, tsunamis and aging infrastructure. We have assessed these risks to high-rise buildings, industrial facilities, pipelines and nuclear power plant structures. Civil Engineering Our Civil Engineering Practice provides broad expertise that includes geotechnical engineering, geological engineering, engineering geology, and geology to address a host of geo-failures, including landslides, foundation and retaining wall failures, dam and levee failures and construction claims. We also provide peer review services for complicated structures. Our Water Resources staff specializes in the application of proven hydrologic, hydraulic, hydrodynamic, and sediment transport research and science to provide scientifically sound and cost- effective solutions to our clients. These modelling capabilities have expanded to include environmental fluid dynamics including reactive flow and transport in surface water and groundwater systems. Over the past year, our consultants have been engaged in a number of investigations related to landslides, retaining wall and foundation failures, large construction claims, flooding and sediment transport, and peer review of large retaining wall designs. This practice has had a diverse portfolio of projects and clients that represent a broad spectrum of industries. Construction Consulting Our Construction Consulting Practice provides project advisory, risk analysis, strategic planning, dispute resolution, and financial damages services. During the past year, we expanded the practice by in several leveraging key client relationships construction sectors including energy and oil and gas. staff, which Our multi-disciplinary includes engineers, construction managers, architects, schedulers, accountants, and technical specialists, provides these services to both the public and private sectors for clients who represent a diverse mix of companies and agencies. Our projects include many sectors of the construction and engineering industry as well as facilities and systems which include power plants, transmission and distribution facilities, petrochemical facilities, water/wastewater treatment plants, bridges and roads, marine structures, rail systems, tunnels, airports, detention buildings, institutional buildings, industrial and manufacturing facilities, sporting arenas and gaming facilities. We provide services to construction, aerospace and lending industry participants: owners, defense agencies, subcontractors, designers, attorneys and insurance carriers. commercial contractors, facilities, prime Defense Technology Development on technologies combined with our multidisciplinary Drawing science, engineering, testing, failure analysis and failure prevention expertise, our Defense Technology in harnessing Development Practice specializes advanced the from technologies and practices commercial world to deliver innovation to our clients. We identify and leverage the best in off-the- custom shelf development to deliver solutions ranging from fully integrated systems to supporting modules and components. Our focus is on a close collaboration with the end user, cost effectiveness, ease of use, reliability, high quality and speed of engineering design and execution. For our defense customers, our engineers and scientists continue to work in Afghanistan war zone laboratories embedded with U.S. and NATO military personnel to ensure we understand their problems and can rapidly deliver solutions to high priority technology capability gaps. the U.K. Ministry of Defence During the past year we continued to advance our subsurface threat detection system to provide a real- time Improvised Explosive Device (IED) and mine detection capability for a range of ground vehicles. We continued to develop our IED detection system for their operationally deployed route clearance capability. We have continued our deployed engineer presence by operating the U.S. Army Rapid Equipping Force mobile expeditionary laboratories – or Ex-Labs — and are helping many operational units prepare for a safe drawdown and redeployment while continuing to for adding new additive labs by the enhance manufacturing modules. We are operating an additional Ex-Lab in the U.S. to demonstrate shared development (Co-Creation) with soldiers at U.S. Army bases. Also over the past year, we have continued our support and technology evaluation services in the areas of personnel identification, radio-frequency identification, physical and logical access control, biometrics, smart credentials, and data analytics for cyber security. Electrical Engineering & Computer Science for consumer The Electrical Engineering and Computer Science Practice offers a broad range of expertise to address complex issues for industrial, government and private clients. Our power engineers advise and offer guidance to clients on problems relating to electrical systems including power generation, transmission and distribution. Our team of electrical engineers robustness failure analysis, product works on and reliability industrial and electronics. Our computer engineers and scientists work with high-tech industries and computer controlled applications to evaluate product safety and software reliability. The computer engineering and science expertise we offer encompasses a breadth of areas including information and numerical sciences, algorithms and data structures, computer graphics, and computer communications, and cryptography. We operate laboratories for testing heavy equipment and electronics and we have a broad capability in analyzing computer software. networking as architecture, as well security Over the past year, we performed a wide array of investigations ranging from assessing electrical damage to infrastructure from the effect of weather related events to working with clients to develop sophisticated machine learning algorithms applied to large quantities of unstructured data. We continue to work with consumer electronics manufacturers and the transportation industry on the reliability and robustness of computer controlled equipment for user safety. We have also provided our expertise to clients in intellectual property advising them on matters of integrated circuit design, semiconductor fabrication and computer software implementations. Engineering Management Consulting This practice provides multi-disciplinary expertise and rapid response to assist clients with technical and management consulting services, often in extremely short time frames. Our consultants provide services in the areas of asset strategy and planning, project 6 management, engineering, construction, maintenance, operations, environmental, and risk analysis. This practice primarily services the electric and gas utility industries, focusing on transmission and distribution as well as fossil fuel and nuclear generation. We provide unique and advanced services in performing risk and reliability assessments. Our scientists and engineers assist our clients in minimizing losses in their business or operations. Accidents, unanticipated events, and system failures are the primary causes of deferred or lost production interruptions and may lead to loss of life, injury, property damage, and undesired releases. Our multi- disciplinary staff has also performed diverse technical, business interruption, and compliance- related risk and reliability assessments for chemical, petrochemical, petroleum, and manufacturing clients worldwide. Human Factors staff evaluates human Our Human Factors performance and safety in product and system use. Our consultants study how the limitations and capabilities of people, including memory, perception, reaction time, judgment, physical size and dexterity, affect the way they use a product, interact with an organization or environment, process information or participate in an activity. We address the reliability of human memory and retrospective reporting in the gathering of fact-based evidence. We review warnings and labeling issues related to consumer products, pharmaceuticals, motor vehicles, medical devices and industrial products. In addition, we assist manufacturers with compliance of regulatory guidelines related to products and work with them regarding analysis of adverse event reports in publicly available and consumer complaints databases overseen by the Consumer Product Safety Commission and the Food and Drug Administration. We also provide support assessing alleged false advertising claims for consumer products, foods and pharmaceuticals. Industrial Structures in Industrial Structures Practice, based Our Düsseldorf and Berlin, Germany, specializes in design and assessment of industrial structures subject to extreme conditions. Our Düsseldorf office has provided design reviews and assessments on more than 1,000 structures around the world, and our staff has participated in the creation of several engineering standards. Our Industrial Structures Practice provides planning, assessment, rehabilitation and dismantling analysis of bearing structures in four particular areas: antenna masts, power plants, buildings and special structures like refractories or tanks. One service we provide in over 900 locations throughout the year is quality assurance of antenna masts for a variety of facilities telecommunications, wind energy and including industrial chimneys. Our consultants provide inspection services related to new construction and assess design deficiencies related to new and existing facilities, as well as assist our clients with on-time, quality construction on their projects. With the use of our self-developed computer software for non-linear material behavior, we provide close-to- reality assessment of a wide variety of structures such as cracked reinforced concrete structures, multi-layer refractories or masonry towers. Beyond industrial structures, more and more commercial property projects are becoming part of this practice. Materials & Corrosion Engineering in-depth knowledge of materials Our and electrochemistry, combined with the breadth of our collective expertise in many areas of engineering and science, is used to understand how and why materials fail, as well as to prevent future failures. Our engineers and scientists use their broad background in field investigations, root-cause assessments, and materials engineering to solve complex problems for both industrial and legal clients. During the past year we conducted failure analysis, failure prevention, and integrity assessment investigations for a wide variety of clients including medical, aerospace, chemical construction, processing, pipeline, consumer and other electronics, industries. automotive, recreational, Mechanical Engineering We provide clients with a thorough comprehension of current or alternative designs to determine potential failures occur, develop vulnerabilities before appropriate risk mitigation methods, and provide post failure investigations. Our consultants review the safety and reliability of processes and products. We assist in performing product recall investigations and reviewing internal compliance programs as part of the implementation of corrective action plans. We have performed these activities in the transportation, heavy industry, energy, and consumer product areas. Our staff develop and utilize detailed, validated to evaluate equipment, computational models 7 consumer products and medical devices to solve a variety of technical challenges associated with their design and optimization. Our scientists and engineers also provide services in the area of intellectual property and are often asked to interpret the language of a patent from a scientific and engineering perspective and provide insight regarding the proper technical interpretation of patent claims. During the past year our mechanical engineers worked on a wide variety of projects ranging from high profile consumer product recall investigations to pipeline integrity evaluations and worker safety issues. Polymer Science & Materials Chemistry Our Polymer Science and Materials Chemistry staff consults with industrial, government, and insurance clients, as well as their outside counsels, regarding polymers and textiles used in diverse applications and chemical aspects of batteries, drug delivery systems, and other products that depend on highly controlled manufacturing environments. We assist clients in understanding the short- and long-term performance of plastic, rubber, adhesive, coating, composite and power systems when challenged by physical, chemical, thermal and other operational stresses. Our consultants participate in product development programs, perform failure analyses and provide support to clients involved in regulatory and legal During the past year, significant proceedings. implantable medical program activities addressed devices, systems, combination drug delivery consumer electronics, numerous battery-related applications, industrial and performance textiles, building materials, diligence, technology scouting, and materials science aspects of health risk, service life prediction, sustainability, and polymer-related intellectual property, including trade secrets. technical due Statistical & Data Sciences in core capabilities Our Statistical & Data Sciences staff comprises our company’s statistical methodology and offers its expertise to serve clients at any and all stages of the empirical research process including product development, manufacturing, and regulatory stages. in determining whether a particular activity or product poses an unreasonable risk. Risk estimation involves establishing a reference period and then collecting information about the number of injuries (or other adverse events) suffered and the amount of exposure during this period. Through analysis and synthesis of The practice specializes client-supplied data, combined with information from public sources, we help clients measure their own risk in the context of similar risks and determine appropriate courses of action. During the past year, we worked on a variety of engineering, health, and environmental projects for government, industry, and legal clients. Our statisticians and data scientists performed assessments of manufacturing quality systems, to improve classification tools, examined the field reliability of electronic networks and computer equipment, and analyzed the extent of environmental pollution and its effects on natural resources and human health. investigated data mining methods Thermal Sciences in chemical engineering, Our Thermal Sciences staff comprises our core capabilities in the practice of fluid-thermal sciences with expertise fire protection engineering, and mechanical engineering. We have investigated and analyzed thousands of fires and explosions ranging from high loss disasters at manufacturing facilities to small insurance claims. Information gained from these analyses has helped us assist clients with preventive measures related to the design of their products. We also assist industry in minimizing risk of fires and explosions, provide regulatory consulting for permitting new industrial facilities, and assist manufacturers in addressing the risk of fires associated with consumer products. Our engineers use fire modeling and other computational fire dynamics modeling tools to supplement our analytical, experimental, and field-based activities. Preventive services include process safety hazard analysis for the chemical and oil and gas industries, fire protection engineering and dust explosion consulting. During the past year, our work in the Liquefied Natural Gas (LNG) sector has continued to remain active. Our services in this area include assessing the potential flammable risks posed by LNG or refrigerant releases at LNG facilities to populations. We also perform hazard and risk analyses to identify and mitigate the likelihood and consequences of these potential releases. We have seen growth in our non- litigation fire protection engineering services. In addition, the Thermal Sciences Practice continues to develop tools to assist in the evaluation of fire risk of lithium-ion batteries, and in consumer products. their performance 8 Vehicle Analysis trucking, We have performed thousands of investigations for recreational vehicle, the automotive, marine, aerospace, and rail industries. Internal research programs and client projects have resulted in technological contributions that have assisted manufacturers the understanding of product performance and provided insight to government agencies in establishing policy and regulations. Information gained from these analyses has also assisted clients in assessing preventive measures related to the design of their products, as well as evaluating failures. in that insight Our Test and Engineering Center located in Phoenix, Arizona, is the setting for our most complex tests, along with rigorous analysis of results. We have gained a worldwide reputation for our ability to mobilize resources expeditiously and efficiently, integrate a broad array of technical disciplines, and provide valuable is objective and withstands rigorous scrutiny. Many of our projects involve addressing the cause of accidents and our clients rely on us to determine what happened in an accident and why it happened. In many cases, they also want us to assess what could have been done to reduce the severity of the accident or to mitigate occupant injuries to those involved. Whether the objective is design analysis, component testing, or accident reconstruction, our knowledge of vehicle systems and engineering principles coupled with our experience from conducting full-scale tests add insight and proficiency to every project. ENVIRONMENTAL AND HEALTH Chemical Regulation & Food Safety including Our Center for Chemical Regulation and Food Safety includes experienced staff of both technical and regulatory specialists who are experienced in dealing with foods, and with pesticide and non-pesticide products chemicals, biochemicals, antimicrobials/biocides, products of biotechnology, cosmetics and industrial chemicals. We provide practical, scientific and regulatory support to meet global business objectives at every stage of the product cycle, from research and development to retail and beyond. conventional During the past year our chemical regulation & food safety staff have conducted a wide array of work. The European and U.S. sides of the Center were jointly involved with the ongoing support of a new pesticide active ingredient and end-use product. The 9 European side of our business was involved with many projects related to plant protection product regulatory submissions, from new active substances to product-specific dossiers for individual member states. In addition, we provided many specialist assessments relating to human and environmental exposure and product efficacy. We continue to support safety assessments for food and cosmetics products. In the U.S. we continued to provide services related to pesticide active ingredient and end-use product development and registrations in the U.S. and Canada, import tolerances in the U.S. and Canada, due diligence, and data compensation, as well as the approval of new pesticide inert ingredients and new non-pesticide chemical approvals. Our food safety consultants assisted clients with food additives, food contact notifications, and nutrition-related analyses, as well as product safety proactive and reactive support services, recall and litigation support. registration review, Ecological & Biological Sciences Our ecological and biological scientists provide strategic support on issues related to natural resources damages associated with chemicals and forest fires, international environmental disputes, ecosystem service assessments for businesses, climate change, ecological remediation risk assessment, novel methods, restoration of wetlands and other natural resources, large development projects, resource utilization (mineral mining, oil and gas, wood pulp), and the use of chemicals and other products in commerce. The practice specializes in assessing the fate and effects of chemical, biological, and physical stressors on aquatic and terrestrial ecosystems. The practice is comprised of nationally recognized experts that cover disciplines related to the ecological implications and risks associated with these projects. Environmental & Earth Sciences Our environmental scientists and engineers provide cost-effective, scientifically defensible and realistic assessments and solutions to complex environmental issues. We offer technical, regulatory and litigation support to industries that include manufacturing, mining and minerals, oil and gas, chemicals, forest products, railroads, aerospace, and trade associations. the areas of Our consultants environmental forensics, hydrogeology, air toxics, modeling and monitoring, remediation consulting, environmental engineering and waste management, evaluation of environmental and social risks for large international capital projects. Our work often involves complex specialize chemistry and and in toxic and high visibility environmental scenarios, claims, or tort matters, where evaluation of contamination and historical reconstruction of events, releases, and doses are central to problem resolution. Epidemiology, Biostatistics & Computational Biology Our health scientists apply epidemiology to examine and address complex health issues in a variety of settings. Through the principles of epidemiology, we analyze interaction of host, agent, and environment to reach conclusions about the causes and occurrence of disease in human populations. the exposure specialties, Our consultants combine the expertise of several medical assessment professionals, and other scientists who have advanced degrees in statistics and public health. All of our physicians have graduate training in epidemiology and biostatistics. Our research work has included numerous community health assessments, disease cluster investigations, survey research, occupational cohort and case-control studies, exposure assessment studies, cancer modeling, meta-analyses, and state- of-the-art reviews. Exposure Assessment & Dose Reconstruction Exposure assessment is the science of estimating human exposure to chemical, physical, and biological agents, accounting for the frequency, magnitude, and duration of the exposure events. Exposure estimates can be compared toxicity benchmarks or guidelines to assess potential risks to human health, and provide critical inputs to human epidemiology studies, risk assessment, and regulatory compliance. to from consumer products, Our staff characterize potential exposures to evaluate health risks posed by chemical or physical agents. We are skilled in estimating multiple routes of exposure indoor air releases, and environmental releases of chemicals. We apply these skills in support of evaluations of a variety of potential sources of exposure including consumer products, indoor air releases, ambient air releases, and contaminated soil and water. We apply these evaluations to help companies evaluate product safety questions and evaluate compliance with the growing number of product safety and other environmental regulations. Our atmospheric scientists provide air quality and meteorological modeling, permitting, and licensing support services. Scientists in our Center investigate potential and accidental releases of chemicals to the 10 atmosphere, simulate transport and fate of chemical substances, and develop measures of prevention and control, such as emergency preparedness and response. We also apply our skills to helping clients evaluate health risks associated with contaminated soil and groundwater. Occupational & Environmental Health This Center is composed of industrial hygienists, safety professionals, physicians, a veterinarian and other scientists with specialized training in the anticipation, recognition, evaluation, risk assessment, and control of health hazards in occupational and environmental settings. Our staff assists and responds to clients facing health- related exposure issues or allegations of past exposures. Chemical and biological exposures may involve workers or the public, take place in industrial or office environments, retail centers, single family residences or multi-tenant buildings, or at government or private institutions, including health care facilities. Exposures may also involve consumer products or manufacturing processes. We investigate a broad variety of health concerns such as claims of illnesses from exposures to chemicals, dusts, smoke, nanoparticles, molds and other micro-organisms. We develop strategies in controlling such exposures, when needed. In addition, our staff has extensive experience in addressing health issues related to medical devices, consumer products, and sanitation. We have assisted companies with their preventive health and safety program needs in the workplace and can provide external verification of health services performance. to aid Toxicology & Mechanistic Biology in We have exceptional expertise and depth toxicology and mechanistic biology. We provide knowledge and experience that improve decisions affecting the regulation of important substances in commerce. We work with our clients to resolve important issues that affect the safe use of a wide variety of substances. We evaluate the mechanisms by which substances can affect complex biological systems, provide perspectives on potential effects at realistic human and environmental exposure levels, and develop strategies to manage human health and environmental risks. We are recognized for our outstanding credentials and decades of experience from government, academia and industry. We have assisted clients on industrial chemicals, pesticides, drugs, and other agents. During the past support year we continued to provide toxicology and clinical toxicology in nearly all phases of pharmaceutical and combination drug development from preclinical studies to post-marketing safety assessments. We reviewed existing data and developed new studies on potential endocrine toxicity of various chemical substances. We continue to be very active in developing and reviewing data the U.S. Environmental Protection Agency Endocrine Disruptor Screening Program. We are also extremely active in the research related to the identification, assessment, and prioritization of risks (the probability of adverse effects) associated with engineered nanomaterial development and manufacturing processes. We also have developed various detailed reviews on toxicity mode of action assessments, specifically how substances cause harm and whether or not laboratory data are relevant to human risks. for COMPETITION The marketplace for our services is fragmented and we face different sources of competition in providing various services. In addition, the services that we provide to some of our clients can be performed in- house by those clients. Clients that have the capability to perform such services themselves will retain Exponent or other independent consultants because of independence concerns. In each of our practices and centers, we believe that the principal competitive factors are: technical capability and breadth of services, ability to deliver services on a timely basis, professional reputation and knowledge of the litigation and regulatory processes. Although we believe that we generally compete favorably in each of these areas, some of our competitors may be able to provide services acceptable to our clients at lower prices. We believe that the barriers to entry are low and that for many of our technical disciplines, competition is increasing. In response to competitive forces in the marketplace, we continue to look for new markets for our various technical disciplines. 11 BUSINESS SEGMENTS OVERVIEW in epidemiology We report two operating segments based on two primary areas of service. One operating segment is a broad service group providing technical consulting in the areas of different practices primarily engineering and technology development. Our other operating segment provides services in the area of environmental, 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. For more information about the financial condition and results of operations of each segment, please see Part II - “Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8: Financial Statements and Supplementary Data.” and health EMPLOYEES As of January 3, 2014, we employed 984 full-time and part-time employees, including 754 engineering and scientific staff, 72 technical support staff and 158 administrative and support staff. Our staff includes 670 employees with advanced degrees, of which 447 employees have achieved the level of Ph.D., Sc.D. or M.D. ADDITIONAL INFORMATION of our address Internet website is The www.exponent.com. We make available, free of charge through our website, access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other periodic and current Securities and Exchange Commission (SEC) reports, along with amendments to all of those reports, as soon as reasonably practicable after we file the reports with the SEC. Additionally, copies of materials filed by us with the SEC may be accessed at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. or at the SEC’s website For information about the SEC’s Public Reference Room, the public may contact 1-800-SEC-0330. Copies of material filed by us with the SEC may also be obtained by writing to us at our corporate headquarters, Exponent, Inc., Attention: Investor Relations, 149 Commonwealth Drive, Menlo Park, CA 94025, or by calling (650) 326-9400. The content of our Internet website is not incorporated into and is not part of this Annual Report on Form 10-K. http://www.sec.gov. at EXECUTIVE OFFICERS The executive officers of Exponent and their ages as of February 28, 2014 are as follows: Name Age Position Paul R. Johnston, Ph.D. Elizabeth L. Anderson, Ph.D. Paul D. Boehm, Ph.D. Robert D. Caligiuri, Ph.D. Catherine Ford Corrigan, Ph.D. Subbaiah V. Malladi, Ph.D. John D. Osteraas, Ph.D. Richard L. Schlenker, Jr. 60 73 65 62 45 67 59 48 Executive officers of Exponent are appointed by the Board of Directors and serve at the discretion of the Board or until the appointment of their successors. There is no family relationship between any of the directors and officers of the Company. for responsibility Paul R. Johnston, Ph.D., joined the Company in 1981, was promoted to Principal Engineer in 1987, and to Vice President in 1996. In 1997, he assumed responsibility for the firm’s network of offices. In July 2003, he was appointed Chief Operating Officer and added the Health and Environmental Groups. In 2006, he assumed line responsibility for all of the firm’s consulting groups. Dr. Johnston was named President in May 2007. He was named Chief Executive Officer and elected to the Board of Directors in May 2009. Dr. Johnston received his Ph.D. (1981) in Civil Engineering and M.S. (1977) in Structural Engineering from Stanford University. He received his B.A.I. (1976) in Civil Engineering with First Class Honors from Trinity College, University of Dublin, Ireland where he was elected a Foundation Scholar in 1975. Dr. Johnston is a Registered Professional Civil Engineer in the State of California and a Chartered Engineer in Ireland. President, Chief Executive Officer and Director Group Vice President Group Vice President Group Vice President Group Vice President Chief Technical Officer Group Vice President Executive Vice President, Chief Financial Officer and Corporate Secretary Elizabeth L. Anderson, Ph.D., joined the Company in June 2006 as a Group Vice President and Principal Scientist. Prior to joining Exponent, Dr. Anderson was President and CEO of Sciences International, a health and environmental consulting firm. Dr. Anderson received her Ph.D. (1970) in Organic Chemistry from The American University, M.S. (1964) in Organic Chemistry from the University of Virginia and B.S. (1962) in Chemistry from the College of William and Mary. Dr. Anderson is a Fellow of the Academy of Toxicological Sciences, a founder and past-President of the Society for Risk Analysis and former Editor-in-Chief of the journal, Risk Analysis: An International Journal. Paul D. Boehm, Ph.D., joined the Company in April 2004 as a Group Vice President and Principal Scientist. Prior to joining the Company, Dr. Boehm was Vice President and Market Manager, Oil and Gas Sector, at Battelle Memorial Institute from 2001 to 2004. From 1999 to 2001, Dr. Boehm was Vice President and Managing Director, Environmental Health and Safety Consulting at Arthur D. Little, Inc. Dr. Boehm received his Ph.D. (1977) and M.S. (1973) in Oceanography from the University of in Chemical Rhode Engineering from the University of Rochester. Dr. Boehm has published more than 100 articles in peer- reviewed journals and authored numerous reports on environmental forensics and impact assessments. Dr. Boehm has been chosen to serve on several National Research Council panels. Island and B.S. (1970) 12 and B.S. Robert D. Caligiuri, Ph.D., joined the Company in 1987. He was promoted to Principal Engineer in 1990 and Group Vice President in 1999. Dr. Caligiuri received his Ph.D. (1977) and M.S. (1974) in Materials Science and Engineering from Stanford in Mechanical University Engineering from the University of California, Davis. Prior to joining the Company he was a Program Manager for SRI and Materials Scientist He is a Registered Professional International. Metallurgical Engineer in the States of California, Utah, Michigan and North Carolina and a Fellow of the American Society for Materials. (1973) joined Catherine Ford Corrigan, Ph.D., the Company in 1996. She was promoted to Principal in the Biomechanics practice in 2002, and was appointed Group Vice President in May 2012. Dr. in Medical Corrigan earned her Ph.D. (1996) Engineering and Medical Physics and M.S. (1992) in Mechanical Engineering from the Massachusetts Institute in Bioengineering from the University of Pennsylvania. Prior to joining Exponent, Dr. Corrigan was a researcher the Orthopaedic Biomechanics Laboratory at Beth Israel Hospital and Harvard Medical School. of Technology her B.S. and in Subbaiah V. Malladi, Ph.D., joined the Company in 1982 as a Senior Engineer, becoming a Senior Vice President in January 1988 and a Corporate Vice President in September 1993. In October 1998, Dr. Malladi was appointed Chief Technical Officer of the Company. Dr. Malladi also served as a Director of the Company from March 1991 through September 1993. He was re-appointed as a Director in April 1996 and served on the Board until May 2005. He received a Ph.D. (1980) in Mechanical Engineering from the California Institute of Technology, M.Tech (1972) in Mechanical Engineering from the Indian Institute of Technology, B.E. (1970) in Mechanical Engineering from SRI Venkateswara University, India and B.S. (1966) in Physics, Chemistry and Mathematics from Osmania University, India. Dr. Malladi is a Registered Professional Mechanical Engineer in the State of California. John D. Osteraas, Ph.D., worked for the Company from 1982 to 1985 as a Senior Engineer. He rejoined the Company in 1990 as a Managing Engineer. He was promoted to Principal Engineer in 1992 and Group Vice President in 2006. Dr. Osteraas received his Ph.D. (1990) in Civil Engineering, M.S. (1977) in Civil Engineering: Structural Engineering from Stanford University and B.S. (1976) in Civil and Environmental Engineering from the University of 13 Wisconsin. Dr. Osteraas is a Registered Professional Engineer in 17 states and is a Fellow of the American Society of Civil Engineers. the Company Richard L. Schlenker, Jr. joined the Company in 1990. Mr. Schlenker is the Executive Vice President, Chief Financial Officer and Corporate Secretary of the Company. He was appointed Executive Vice President in April 2010, Chief Financial Officer in in July 1999 and Secretary of November 1997. Mr. Schlenker was the Director of Human Resources from 1998 until his appointment as Chief Financial Officer. He was the Manager of Corporate Development from 1996 until 1998. From 1993 to 1996, Mr. Schlenker was a Business Manager, where he managed the business activities for multiple consulting practices within the Company. Prior to 1993, he held several different positions in finance and accounting within the Company. Mr. Schlenker holds a B.S. in Finance from the University of Southern California. Item 1A. Risk Factors Exponent operates in a rapidly changing environment that involves a number of uncertainties, some of which are beyond our control. These uncertainties include, but are not limited to, those mentioned elsewhere in this report and those set forth below. The unpredictable and reactive nature of our business can create uneven performance in any given quarter or fiscal year. Revenues are primarily derived from services provided in response to client requests or events that occur without notice, and engagements, generally billed as services are performed, are terminable or subject to postponement or delay at any time by clients. As a result, backlog at any particular time is small in relation to our quarterly or annual revenues and is not a reliable indicator of revenues for any future periods. Revenues and operating margins for any particular quarter are generally affected by staffing mix, resource requirements and timing and size of engagements. Our financial results could suffer if our clients’ needs change more rapidly than we are able to secure the appropriate mix of trained, skilled and experienced personnel. As our clients’ needs change, new technologies develop, and legal and regulatory processes change, we may be unable to timely hire or train personnel with the appropriate new set of skills and experience which could negatively impact our growth and profitability. receivable could have a material adverse effect on our financial condition and results of operations. Failure to attract and retain key employees may adversely affect our business. We hold substantial investments that could present liquidity risks. involves Exponent’s business the delivery of professional services and is labor-intensive. Our success depends in large part upon our ability to attract, retain and motivate highly qualified technical and managerial personnel. Qualified personnel are in great demand and are likely to remain a limited resource for the foreseeable future. We cannot provide any assurance that we can continue to attract sufficient numbers of highly qualified technical and managerial personnel and retain existing employees. The loss of key managerial employees, business generators or any significant number of employees could have a material adverse impact on our business, including our ability to secure and complete engagements. to Competition could reduce our pricing and adversely affect our business. The markets for our services are highly competitive. In addition, there are relatively low barriers to entry into our markets and we have faced, and expect to continue to face, additional competition from new entrants into our markets. Competitive pressure could reduce the market acceptance of our services and result in price reductions that could have a material adverse effect on our business, financial condition or results of operations. The loss of a large client could adversely affect our business. We currently derive a significant portion of our revenues from clients in the consumer electronics, insurance, petrochemical, transportation and utilities industries and the government sector. The loss of any large client, organization or insurer could have a material adverse effect on our business, financial condition or results of operations. Our clients may be unable to pay for our services. If a client's financial difficulties become severe, the client may be unwilling or unable to pay our invoices in the ordinary course of business, which could adversely affect collections of both our accounts receivable and unbilled services. On occasion, some of our clients have entered bankruptcy, which has prevented us from collecting amounts owed to us. The bankruptcy of a client with substantial accounts 14 Our cash equivalent and short-term investment portfolio as of January 3, 2014, consisted primarily of obligations of state and local government agencies and the U.S. Treasury. We follow an established investment policy to monitor, manage and limit our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to any one issuer, as well as our maximum exposure to various asset classes. Investments in some financial instruments may pose risks arising from liquidity and credit concerns. As of January 3, 2014, we had no impairment charge associated with our investment portfolio relating to such adverse financial market conditions. Although we believe our current investment portfolio has a low risk of impairment, we cannot predict future market conditions or market liquidity and can provide no assurance that our investment portfolio will remain unimpaired. Our business is dependent on our professional reputation. The professional reputation of Exponent and its consultants is critical to our ability to successfully compete for new client engagements and attract or retain professionals. Proven or unproven allegations against us may damage our professional reputation. Any factors that damage our professional reputation could have a material adverse effect on our business. Our business can be adversely deregulation or reduced regulatory enforcement. impacted by Public concern over health, safety and preservation of the environment has resulted in the enactment of a broad range of environmental and/or other laws and regulations by local, state and federal lawmakers and agencies. These laws and the implementing of new regulations affect nearly every industry, as well as the agencies of federal, state and local governments charged with their enforcement. To the extent changes in such laws, regulations and enforcement or other factors significantly reduce the exposures of manufacturers, owners, service providers and others to liability, the demand for our services may be significantly reduced. Tort reform can reduce demand for our services. in significant Several of our practices have a concentration consulting support litigation services. To the extent tort reform reduces the exposure of manufacturers, owners, service providers and others to liability, the demand for our litigation support consulting services may be significantly reduced. Our engagements may result in professional or other liability. Our services typically involve difficult engineering and scientific assignments and carry risks of professional and other liability. Many of our engagements involve matters that could have a severe impact on a client's business, cause a client to lose significant amounts of money, or prevent a client from pursuing desirable business opportunities. Accordingly, if a client is dissatisfied with our performance, the client could threaten or bring litigation in order to recover damages or to contest its obligation to pay our fees. Litigation alleging that we performed negligently, disclosed client confidential information, lost or damaged evidence, infringed on patents, or otherwise breached our obligations to a client could expose us to significant liabilities to our clients or other third parties or tarnish our reputation. Potential conflicts of interest may preclude us from accepting some engagements. We provide litigation support consulting and other services primarily in connection with significant disputes, or other matters that are usually adversarial or that involve sensitive client information. The nature of our consulting services may preclude us from accepting engagements with other potential clients because of conflicts. Accordingly, the nature of our business limits the number of both potential clients and potential engagements. We are subject to unpredictable risks of litigation. Although we seek to avoid litigation whenever possible, from time to time we are party to various lawsuits and claims. Disputes may arise, for example, from employment issues, regulatory actions, business acquisitions and real estate and other commercial transactions. There can be no assurances that any lawsuits or claims will be immaterial in the future. Any material lawsuits or claims could adversely affect our business and reputation. We may experience security breaches that could lead to protect confidential information. inability the to Despite the implementation of security measures, our to electronic operating systems are vulnerable breaches of security. Such breaches could lead to disruptions of our operations and potential unauthorized disclosure of confidential information, which could result in legal claims or proceedings. While we have taken reasonable steps to prevent and mitigate the damage of a security breach by continuously improving our design and coordination of security controls across our business, those steps may not be effective and there can be no assurance that any such steps can be effective against all possible risks. Impairment of goodwill may require us to record a significant charge to earnings. subject evaluation to periodic On our balance sheet, we have $8,607,000 of for goodwill impairment. Failure to achieve sufficient levels of cash flow at reporting units, the loss of key employees, changes to the scope of operations of our business or a significant and sustained decline in our stock price could result in goodwill impairment charges. During times of financial market volatility, significant judgment is required to determine the underlying cause of the decline and whether stock price declines are short-term in nature or indicative of an event or change in circumstances. Impairment of long-lived assets or restructuring activities may require us to record a significant charge to earnings. Our long-lived assets, including our office and laboratory space in Menlo Park, California and our test and engineering center in Phoenix, Arizona, are subject to periodic testing for impairment. Failure to achieve sufficient levels of cash flow at reporting units could result in impairment of our long-lived lease In addition, we have operating assets. commitments for office, warehouse and laboratory space of $22,464,000 as of January 3, 2014. Changes in the business environment could lead to changes in the scope of operations of our business. These changes, including the closure of one or more offices, could result in restructuring and/or asset impairment charges. 15 Our international operations create special risks that could adversely affect our business. business by affecting our ability to compete for new contracts. In addition to our offices in the United States, we have physical offices the United Kingdom, in Germany, Switzerland and China and conduct business in several other countries. We expect to continue to expand globally and our international revenues may account for an increasing portion of Our international our revenues in the future. operations carry special financial, business and legal risks, including cultural and language differences; employment laws and related factors that could result in lower utilization, higher staffing costs, and cyclical fluctuations of utilization and revenues; currency fluctuations that adversely affect our financial position and operating results; burdensome regulatory requirements and other barriers to conducting risks associated with business; managing engagements with foreign officials and governmental agencies, including the risks arising from the Foreign Corrupt Practices Act; greater difficulties in managing and staffing foreign operations; successful entry and execution in new markets; restrictions on the repatriation of earnings; and potentially adverse tax consequences. the Inherent risks related to government contracts may adversely affect our business. to We work for various United States and foreign governmental entities and agencies. Government entities reserve the right to audit our contracts and conduct inquiries and investigations of our business practices with respect to government contracts. Findings from an audit may result in fees being refunded the government or prospective adjustment to previously agreed upon rates that will affect future margins. If a government client discovers improper or illegal activities in the course of audits or investigations, we may become subject to and various civil administrative include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with other agencies of the government. The inherent limitations of internal controls may not prevent or detect all improper or illegal activities, regardless of the adequacy of such controls. Government contracts, and the proceedings surrounding them, are often subject to more extensive scrutiny and publicity than Negative publicity other commercial contracts. related to our government contracts, regardless of whether it is accurate, may further damage our criminal sanctions, which may penalties and A decline in the U.S. Government defense budget, changes in budgetary priorities or timing of contract awards may adversely affect our business. levels Our operating results could be adversely affected by spending caps or changes in the budgetary priorities of the U.S. Government or the Department of Defense (DoD), as well as delays in program starts or the award of contracts or task orders under contracts. Current U.S. Government spending for defense-related programs may not be sustained and future spending and program authorizations may not increase or may decrease or shift to programs in areas in which we do not provide services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of the rapid growth of the federal budget deficit, increasing political pressure and legislation. The U.S. Government also conducts periodic reviews of U.S. defense strategies and priorities, which may shift DoD budgetary priorities, reduce overall U.S. Government spending or delay contract or task order awards for defense-related programs. In addition, the DoD acquisition system and changes contracting models could affect whether and how we pursue certain opportunities and the terms under which we are able to do so. A significant decline in overall U.S. Government spending, the substantial reduction or elimination of particular defense-related programs or significant delays in contract or task order awards could adversely affect our business. to Governments may terminate, cancel, modify or curtail our contracts at any time prior to their completion. Under our government contracts, the client generally has the right not to exercise options to extend or expand our contracts and may otherwise terminate, cancel, modify or curtail our contracts at its convenience. Any decision by the client not to exercise contract options or to terminate, cancel, modify or curtail our programs or contracts would adversely affect our revenues, revenue growth and profitability. We could incur significant liabilities and suffer negative publicity if people or properties are harmed by the products and systems we sell or the services we offer. We design, develop, manufacture, sell, service and maintain various products and systems. In some 16 instances, we also train operators of such products and systems. Many of these products and systems utilize software algorithms that are probabilistic in nature and subject to significant technical limitations. There are many factors, some of which are beyond our control, which could result in the failure of our products or systems. The failure of our products or systems could lead to injury, death, or extensive property damage and may lead to product liability, professional liability, or other claims against us. Further, if our products or systems fail, or are perceived to have failed, the negative publicity from such incident could have a material adverse effect on our business. in, or Changes interpretations of, accounting principles could have a significant impact on our financial position and results of operations. We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions. For example, the U.S.-based Financial Accounting Standards Board (“FASB”) is currently working together with the International Accounting Standards Board (“IASB”) on several projects to further align accounting principles and facilitate more comparable financial reporting between companies who are required to follow GAAP under SEC regulations and those who are required to follow International Financial Reporting Standards outside of the U.S. These efforts by the FASB and IASB may result in different accounting principles under GAAP that may result in materially different financial results for us in areas including, but not limited to, principles for recognizing revenue and lease accounting. Our quarterly results may vary. as the such significance of Variations in our revenues and operating results occur from time to time, as a result of a number of factors, client engagements commenced and completed during a quarter, the timing of engagements, the number of working days in a quarter, employee hiring and utilization rates, and integration of companies Because a high percentage of our acquired. expenses, particularly personnel and facilities related expenses, are relatively fixed in advance of any particular quarter, a variation in the timing of the initiation or the completion of our client assignments can cause significant variations in operating results from quarter to quarter. The market price of our common stock may be volatile. Many factors could cause the market price of our common stock to rise and fall. These include the risk factors listed above and below; changes in estimates of our performance or recommendations by securities analysts; future sales of shares of common stock in the public market; market conditions in the industry and economy as a whole; acquisitions or strategic alliances involving us or our competitors; restatement of financial results; and changes in accounting principles or methods. In addition, the stock market fluctuations. often experiences significant price the to These fluctuations are often unrelated operating performance of particular companies. These broad market fluctuations may adversely affect the market price of our common stock. When the stock drops market price of significantly, shareholders often institute securities class action litigation against that company. Any litigation against us could cause us incur substantial costs, divert the time and attention of our management and other resources, or otherwise harm our business. company's to a Our business can be adversely affected by downturns in the overall economy. None. Item 1B. Unresolved Staff Comments The markets that we serve are cyclical and subject to general economic conditions. The direction and relative strength of the global economy continues to be uncertain. If economic growth in the United States, where we primarily operate, continues to be slow and not improve, our clients may consolidate or go out of business and thus demand for our services could be reduced significantly. 17 Item 2. Properties PART II Our Silicon Valley office facilities consist of a 153,738 square foot building, with office and laboratory space located on a 6.3-acre tract of land we own in Menlo Park, California and an adjacent 27,000 square feet of leased warehouse storage space. Our Test and Engineering Center (TEC) occupies 147 acres in Phoenix, Arizona. We lease this land from the state of Arizona under a 30-year lease agreement that expires in January 2028 and have options to renew for two fifteen-year periods. We constructed an indoor test facility as well as an engineering and test preparation building at the TEC. In addition, we lease office, warehouse and laboratory space in 18 other locations in 13 states and the District of Columbia, as well as in Germany, China, Switzerland and the United Kingdom. Leases for these offices, warehouse and laboratory facilities have terms generally ranging between one and ten years. Aggregate lease expense in fiscal 2013 for all leased properties was $5,929,000. Item 3. Legal Proceedings Exponent is not engaged in any material legal proceedings. Item 4. Mine Safety Disclosures Not applicable. Item 5. Market for Registrant’s Common Equity, Related Issuer Purchases of Equity Securities Stockholder Matters and Exponent’s common stock is traded on the NASDAQ Global Select Market, under the symbol “EXPO.” The following table sets forth for the fiscal periods indicated the high and low sales prices for our common stock. Stock prices by quarter High Low Fiscal Year Ended December 28, 2012: First Quarter Second Quarter Third Quarter Fourth Quarter $ 53.31 $ 52.84 $ 57.16 $ 58.92 $ 45.09 $ 45.56 $ 49.04 $ 47.50 Fiscal Year Ended January 3, 2014: First Quarter Second Quarter Third Quarter Fourth Quarter $ 57.23 $ 59.78 $ 72.62 $ 80.50 $ 47.17 $ 50.42 $ 59.13 $ 67.81 As of February 21, 2014, there were 225 holders of record of our common stock. Because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe that there are considerably more beneficial holders of our common stock than record holders. We paid $7.9 million of dividends during fiscal 2013 and paid no dividends during fiscal 2012. On February 5, 2014, our Board of Directors announced a cash dividend of $0.25 per share of the Company’s common stock, payable March 28, 2014, to stockholders of record as of March 7, 2014. We anticipate paying quarterly dividends each year in March, June, September and December, subject to declaration by our Board of Directors. See Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” 18 The following table provides information on the Company’s share repurchases (of Company common stock) for the quarter ended January 3, 2014 (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 Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program September 28 to October 25 October 26 to November 22 November 23 to January 3 Total - - 49 49 $ - - $ 76.94 $ 76.94 - - 49 49 $34,800 $34,800 $31,000 The foregoing repurchases of the Company’s common stock were effected pursuant to a repurchase program authorized by the Company’s Board of Directors. On February 9, 2012, the Board of Directors authorized $35,000,000 of repurchases, and on February 15, 2013, the Board of Directors authorized an additional $35,000,000 for repurchases. As of January 3, 2014, there remained $31,000,000 available for repurchases under these authorizations. COMPANY STOCK PRICE PERFORMANCE GRAPH The graph compares the Company’s cumulative total stockholder return calculated on a dividend-reinvested basis from 2008 through 2013 with those of the Standard & Poor’s (“S&P”) 500 Index and the S&P SmallCap 600 Index. The Company does not have a comparable peer group and thus has selected the S&P Small Cap 600 Index. The graph assumes that $100 was invested on the last day of 2008. Note that the historic stock price performance is not necessarily indicative of future stock price performance. TOTAL SHAREHOLDER RETURNS 300 250 200 150 100 50 s r a l l o D 0 Dec 08 Dec 09 Dec 10 Dec 11 Dec 12 Dec 13 Years Ending S&P 500 Index S&P SmallCap 600 Index Exponent, Inc. 19 Item 6. Selected Financial Data The following selected consolidated financial data are derived from our consolidated financial statements. This data should be read in conjunction with the consolidated financial statements and notes thereto, and with Part II - “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (In thousands, except per share data) 2013 2012 Fiscal Year 2011 2010 2009 Consolidated Statements of Income Data: Revenues before reimbursements Revenues Operating income Net income Net income per share: Basic Diluted $ 280,043 $ 296,168 $ 55,946 $ 38,640 $ 266,562 $ 292,653 $ 57,620 $ 37,225 $ 246,667 $ 272,446 $ 53,460 $ 32,695 $ 221,860 $ 248,753 $ 43,241 $ 27,521 $ 205,714 $ 227,882 $ 33,262 $ 22,127 Cash dividends declared per share $ 0.60 $ - $ - $ - $ $ 2.84 2.76 $ $ 2.70 2.60 $ $ 2.31 2.22 $ $ 1.92 1.83 $ $ $ 1.56 1.47 - Consolidated Balance Sheet Data: Cash and cash equivalents Short-term investments Working capital Total assets Long-term liabilities Total stockholders’ equity $ 122,948 $ 33,171 $ 179,537 $ 344,166 $ 36,960 $ 235,059 $ 113,268 $ 20,881 $ 163,673 $ 315,417 $ 27,217 $ 216,429 $ 84,439 $ 25,260 $ 137,803 $ 268,788 $ 21,298 $ 186,715 $ 106,549 - $ $ 136,860 $ 258,892 $ 17,358 $ 183,800 $ 67,895 $ 7,490 $ 103,253 $ 206,481 $ 11,333 $ 150,071 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW Inc. is a science and engineering Exponent, consulting firm that provides solutions to complex problems. Our multidisciplinary team of scientists, physicians, engineers, business and regulatory consultants brings together more than 90 different technical disciplines to solve complicated issues facing industry and government today. Our services include analysis of products, people, property, processes and finances related to litigation, product recall, regulatory compliance, research, development and design. CRITICAL ACCOUNTING ESTIMATES In preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, 20 operating income and net income, as well as on the liabilities on our value of certain assets and consolidated balance We base our sheet. 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 judgments and believe estimates revenue recognition and estimating the allowance for doubtful accounts have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. We discuss below judgments and the assumptions, estimates associated with these policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially further information on our critical accounting policies, see the assumptions, in accounting from actual involved results. For that for project. If we made different judgments or utilized different estimates, the amount and timing of our revenue for any period could be materially different. requires a positive assessment of All contracts are subject to review by management, the which collectability of contract amounts. If, during the course of the contract, we determine that collection of revenue is not reasonably assured, we do not recognize the revenue until its collection becomes reasonably assured, which in those situations would generally be upon receipt of cash. We assess collectability based on a number of factors, including past transaction history with the client, as well as the credit-worthiness of the client. Losses on fixed-price contracts are recognized during the period in which the loss first becomes evident. Contract losses are determined to be the amount by which the estimated total costs of the contract exceeds the total fixed price of the contract. Estimating the allowance for doubtful accounts. We make estimates of our ability to collect accounts receivable and our unbilled but recognized work-in- process. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific allowance to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers we recognize allowances for doubtful accounts taking into consideration factors such as concentration, historical bad debts, customer economic conditions, and aging of amounts due. credit-worthiness, customer current Note 1 of our Notes to Consolidated Financial Statements. Revenue recognition. We derive our revenues primarily from professional fees earned on consulting engagements, product sales in our defense technology development practice, fees earned for the use of our equipment and facilities, as well as reimbursements for outside direct expenses associated with the services that are billed to our clients. fixed-price all of our Substantially all of our engagements are service contracts performed under time and material or fixed- price billing arrangements. For time and material and fixed-price service projects, revenue is generally recognized as the services are performed. For substantially service engagements, we recognize revenue based on the relationship of incurred labor hours at standard rates to our estimate of the total labor hours at standard rates we expect to incur over the term of the contract. Our estimate of total labor hours we expect to incur over the term of the contract is based on the nature of the project and our past experience on similar projects. We believe this methodology achieves a reliable measure of the revenue from the consulting services we provide to our customers under fixed- price contracts. Significant management judgments and estimates must be made and used in connection with the revenues recognized in any accounting period. These judgments and estimates include an assessment of collectability and, for fixed-price engagements, an estimate as to the total effort required to complete the 21 The following table sets forth, for the periods indicated, the percentage of revenues of certain items in our consolidated statements of income and the percentage increase (decrease) in the dollar amount of such items year to year: PERCENTAGE OF REVENUES FOR FISCAL YEARS 2012 2011 2013 PERIOD TO PERIOD CHANGE 2013 vs. 2012 2012 vs. 2011 Revenues 100.0% 100.0% 100.0% 1.2% 7.4% Operating expenses: Compensation and related expenses Other operating expenses Reimbursable expenses General and administrative expenses Operating income Other income, net Income before income taxes Provision for income taxes 62.2 8.5 5.4 5.0 81.1 18.9 2.7 21.6 8.5 58.7 8.1 8.9 4.6 80.3 19.7 1.4 21.1 8.4 57.6 8.5 9.5 4.8 80.4 19.6 0.5 20.1 8.1 7.1 7.3 (38.2) 8.5 2.2 (2.9) 9.5 1.4 1.2 3.4 7.3 7.8 93.7 203.8 3.6 3.2 12.6 10.8 Net income 13.0% 12.7% 12.0% 3.8% 13.9% EXECUTIVE SUMMARY Revenues for fiscal 2013 increased 1% and revenues before reimbursements increased 5% as compared to the prior year. The increase in revenues before reimbursements was due to an increase in billable hours, an increase in billing rates, and revenues of $1.4 million related to services performed in prior periods for a foreign client for which we deferred revenue recognition until receipt of payment. The increase in revenues before reimbursements was also due to fiscal 2013 having one additional week of activity than fiscal 2012. We experienced strong demand for our consulting services from a diverse set of clients for both reactive and proactive projects and received some follow-on activities related to several major investigations. This was partially offset by the expected decline in the level of activity for some of these major investigations and a decrease in product sales technology development practice. in our defense During 2013, we experienced strong demand for our reactive services, where we investigated accidents ranging from the collapse of a major industrial facility to a home fire, evaluated potential product recalls including home appliances and food products, and assessed the health and environmental exposures for oil and gas operations. We also experienced strong demand for our proactive services where we provided design consulting for products ranging from tablet computers to drug delivery systems, assisted clients with regulatory matters involving toilets and cosmetics, and worked with clients to develop risk management programs for gas distribution systems. in net in a 4% The increase in revenues before reimbursements resulted to increase $38,640,000 during fiscal 2013 as compared to $37,225,000 during the prior year. Diluted earnings per share increased to $2.76 per share as compared to $2.60 during the prior year due to the increase in net income and our ongoing share repurchase program. income We remain focused on selectively adding top talent and developing the skills necessary to expand upon 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 22 and undertaking activities such as share repurchases and dividends to enhance shareholder value. We continue to expect some of our major investigations to step down from their elevated levels of activity as they move through their 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 constraints on defense spending and reduction of forces in Afghanistan by the United States federal government. to $486,000 during Product sales in defense technology development decreased fiscal 2013 as compared to $9,213,000 during fiscal 2012 due to lower sales of surveillance systems to the United States Army. We do not expect any additional sales of surveillance systems during fiscal 2014 as a result of the reduction of forces in Afghanistan. FISCAL YEARS ENDED JANUARY 3, 2014, AND DECEMBER 28, 2012 OVERVIEW OF THE YEAR ENDED JANUARY 3, 2014 Revenues Our revenues consist of professional fees earned on consulting engagements, product sales in our defense technology development practice, fees for use of our equipment and facilities, and reimbursements for outside direct expenses associated with the services performed that are billed to our clients. We operate on a 52-53 week fiscal year with each year ending on the Friday closest to December 31st. The fiscal year ended January 3, 2014 included 53 weeks of activity. The fiscal years ended December 28, 2012 and December 30, 2011 included 52 weeks of activity. Fiscal 2014 will end on Friday, January 2, 2015. During fiscal 2013, billable hours increased 3.3% to 1,087,000 as compared to 1,052,000 during fiscal 2012. The increase in billable hours was due to follow-on activities related to major investigations and continued demand for our proactive and reactive consulting services. The increase in billable hours was also due to fiscal 2013 having one additional week of activity than fiscal 2012. Total billable hours during the 53rd week of fiscal 2013 were 9,804 which contributed approximately $2.5 million to the increase in revenues before reimbursements. investigations, several major Our utilization decreased to 71% for fiscal 2013 as compared to 73% during fiscal 2012 due to the anticipated step down in our elevated levels of the activity on anticipated step down in the level of activity in our defense technology development practice due to the constraints on defense spending and reduction of the United States forces Government, and due to our investment in hiring technical consultants. Technical full-time equivalent employees increased 3.9% to 719 during fiscal 2013 as compared to 692 during the fiscal 2012 due to our recruiting and retention efforts. We continue to selectively hire key talent to expand our capabilities. in Afghanistan by (In thousands except percentages) Fiscal Years 2013 2012 Percent Change Engineering and Other Scientific $ 215,972 $ 213,304 Percentage of 1.3% total revenues Environmental and Health Percentage of total revenues 72.9% 72.9% 80,196 79,349 1.1% 27.1% 27.1% Total revenues $ 296,168 $ 292,653 1.2% engineering management, 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 partially offset by a decrease in reimbursable expenses and a decrease in product sales in our defense technology development practice. During fiscal 2013, billable hours for this segment increased by 5.4% to 778,000 as compared to 738,000 during fiscal 2012. The increase was due to strong demand for services in our polymer science, mechanical engineering, biomedical and engineering, construction consulting practices. The increase in billable hours was also due to fiscal 2013 having one additional week of activity fiscal 2012. Utilization decreased to 74% for fiscal 2013 as compared to 75% during fiscal 2012 due to the anticipated step down in our elevated levels of activity on several major investigations. Technical full-time equivalents increased 4.6% to 496 for fiscal 2013 from 474 for fiscal 2012 due to our recruiting and retention efforts. Product sales in defense technology development decreased to $486,000 during fiscal 2013 as compared to $9,213,000 during fiscal 2012 due to lower sales of surveillance systems to the United States Army. than The increase in revenues from our Environmental and Health segment was due to an increase in billing rates, revenues of $1.4 million related to services performed in prior periods for a foreign client for which we deferred revenue until receipt of payment, 23 and fiscal 2013 having one additional week of activity than fiscal 2012, partially offset by a decrease in billable hours. During fiscal 2013, billable hours for this segment decreased by 1.6% to 309,000 as compared to 314,000 during fiscal 2012. Utilization decreased to 65% for fiscal 2013 as compared to 69% for fiscal 2012. The decrease in billable hours and utilization was due to a step down from the elevated levels of activity on a number of major investigations that engage consultants across many of our environmental and health practices and centers. The decrease in utilization was also due to our investment in hiring experienced consultants. Technical full-time equivalents increased by 2.3% to 223 during fiscal 2013 as compared to 218 for fiscal 2012 due to our recruiting and retention efforts. Revenues are primarily derived from services provided in response to client requests or events that occur without notice and engagements are generally terminable or subject to postponement or delay at any time by our clients. As a result, backlog at any particular time is small in relation to our quarterly or annual revenues and is not a reliable indicator of revenues for any future periods. Compensation and Related Expenses (In thousands except percentages) Fiscal Years 2013 2012 Percent Change Compensation and related expenses Percentage of total revenues $ 184,084 $ 171,809 7.1% 62.2% 58.7% increased $5,719,000 and The increase in compensation and related expenses during fiscal 2013 was due to an increase in payroll, bonuses, fringe benefits and a change in the value of assets associated with our deferred compensation fringe plan. Payroll benefits increased $730,000 due to a 3.9% increase in technical full-time equivalent employees, the impact of our annual salary increases, and fiscal 2013 having one additional week of activity than fiscal 2012. Bonuses increased $992,000 due to a corresponding increase in profitability. During fiscal 2013, deferred compensation expense increased $3,886,000 with a corresponding increase to other income (expense), net, as compared with the prior year 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 $6,044,000 during fiscal 2013 as compared to an increase in the value of the plan assets of $2,158,000 during fiscal We expect our compensation expense, 2012. in value of deferred excluding the change compensation plan assets, selectively add new talent. to increase as we Other Operating Expenses (In thousands except percentages) Fiscal Years 2013 2012 Percent Change Other operating expenses Percentage of total revenues $ 25,299 $ 23,574 7.3% 8.5% 8.1% 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 was primarily due to an increase in occupancy expenses of $579,000, an increase in computer expenses of $359,000, an increase in technical materials of $275,000, an increase in depreciation and amortization of $241,000, and an increase in office expenses of $223,000. The increase in occupancy expenses, computer expenses, technical materials, depreciation and amortization, and office expenses were due to costs associated with the increase in technical full- time equivalent employees and the extra week of activity during fiscal 2013. We expect other operating expense to grow as we selectively add new talent and make in our corporate investments infrastructure. Reimbursable Expenses (In thousands except percentages) Fiscal Years 2013 2012 Percent Change Reimbursable expenses Percentage of $ 16,125 $ 26,091 (38.2)% total revenues 5.4% 8.9% The decrease in reimbursable expenses was primarily due to a decrease in project-related costs in our defense technology development practice in our Engineering and Other Scientific segment. The amount of reimbursable expenses will vary from year to year depending on the nature of our projects. 24 General and Administrative Expenses (In thousands except percentages) Fiscal Years 2013 2012 Percent Change General and administrative expenses $ 14,714 Percentage of $ 13,559 8.5% total revenues 5.0% 4.6% The increase in general and administrative expenses during fiscal 2013 was primarily due to an increase in legal expense of $857,000 and an increase in recruiting expenses of $259,000. The increase in legal expenses was due to an increase in costs associated with legal claims during fiscal 2013 as compared to the same period last year. The increase in recruiting costs was due to our efforts to hire experienced consultants. We expect general and administrative expenses to increase as we selectively add new talent, expand our business development efforts, and pursue staff development initiatives. Other Income (Expense), Net (In thousands except percentages) Fiscal Years 2013 2012 Percent Change Other income and expense, net Percentage of total revenues $ 7,999 $ 4,129 93.7% in income increase taxes was due to a The corresponding increase in pre-tax income. During fiscal 2011 our effective tax rate was 40.4%. The decrease in our effective tax rate for fiscal 2012 was primarily due to a change in estimate associated with the Company’s apportionmbent of income between the states. Our effective tax rate for fiscal 2013 remained below our historical average due to manufacturing deductions claimed. Both the change the in apportionment between manufacturing deductions were non-recurring. As such we expect our tax rate to increase during 2014 and approximate our historical average. the states and FISCAL YEARS ENDED DECEMBER 28, 2012, AND DECEMBER 30, 2011 Revenues (In thousands except percentages) Fiscal Years 2012 2011 Percent Change Engineering and Other Scientific $ 213,304 $ 199,772 Percentage of 6.8% total revenues Environmental and Health Percentage of total revenues 72.9% 73.3% 79,349 72,674 9.2% 27.1% 26.7% 2.7% 1.4% Total revenues $ 292,653 $ 272,446 7.4% 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 excess space in our Silicon Valley facility. During fiscal 2013, other income (expense), net, increased $3,886,000 with a corresponding increase to deferred compensation expense as compared to fiscal 2012 due to the change in value of assets associated with our deferred compensation plan. This year-over-year increase consisted of an increase in the value of the plan assets of $6,044,000 during fiscal 2013 as compared to an increase in the value of the plan assets of $2,158,000 during fiscal 2012. Income Taxes (In thousands except percentages) Fiscal Years 2013 2012 Percent Change Income taxes Percentage of total revenues Effective tax rate $ 25,305 $ 24,524 3.2% 8.5% 39.6% 8.4% 39.7% consulting The increase in revenues for our Engineering and Other Scientific segment was due to an increase in billable hours. During fiscal 2012, billable hours for this segment increased by 6.5% to 738,000 as compared to 693,000 during fiscal 2011. The increase was due to strong demand for services in our mechanics and materials, electrical, thermal and engineering management practices. Utilization increased to 75% for fiscal 2012 as compared to 73% for fiscal 2011 due in part to elevated levels of activity on a number of major assignments that engaged consultants across many of our engineering and other scientific practices and our management of headcount to align resources with anticipated demand. Technical full-time equivalents increased 3.5% to 474 for fiscal 2012 from 458 for fiscal 2011 due to our recruiting and retention efforts. Product sales in defense technology development decreased to $9,213,000 during fiscal 2012 as compared to $12,300,000 during fiscal 2011 due to lower sales of surveillance systems to the United States Army. The increase in revenues from our Environmental and Health segment was due to an increase in billable 25 hours. During fiscal 2012, billable hours for this segment increased by 9.0% to 314,000 as compared to 288,000 during fiscal 2011. The increase in billable hours was due to strong demand for services in our environmental sciences, ecological sciences, and chemical regulation and food safety practices. Utilization increased to 69% for fiscal 2012 as compared to 68% for fiscal 2011 due to elevated levels of activity on a number of major assignments that engage consultants across many of our environmental and health practices and centers. Technical full-time equivalents increased by 7.4% to 218 during fiscal 2012 as compared to 203 for fiscal 2011 due to our recruiting and retention efforts. Compensation and Related Expenses (In thousands except percentages) Fiscal Years 2012 2011 Percent Change Compensation and related expenses Percentage of total revenues $ 171,809 $ 156,853 9.5% 58.7% 57.6% salary increases. Bonuses increased $6,387,000 and The increase in compensation and related expenses during fiscal 2012 was due to an increase in payroll, bonuses, fringe benefits and a change in the value of assets associated with our deferred compensation plan. Payroll fringe benefits increased $841,000 due to a 4.7% increase in technical full time equivalent employees and our increased annual $4,102,000 due to a corresponding increase in profitability. During deferred compensation expense increased $2,431,000 with a corresponding increase to other income (expense), net, as compared to the prior year 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 $2,158,000 during fiscal 2012 and a decrease in the value of the plan assets of $273,000 during fiscal 2011. 2012, fiscal Other Operating Expenses (In thousands except percentages) Fiscal Years 2012 2011 Percent Change Other operating expenses Percentage of total revenues $ 23,574 $ 23,238 1.4% 8.1% 8.5% Other operating expenses include facilities-related costs, technical materials, computer-related expenses and depreciation and amortization of property, equipment and leasehold improvements. The increase 26 in other operating expenses was primarily due to an increase in occupancy expenses of $509,000 partially offset by a decrease in technical materials of $240,000. The increase in occupancy expenses was due to planned maintenance activities for our owned facilities and costs associated with the increase in technical full-time equivalent employees. The decrease in technical materials was due to a decrease in development activities for our defense technology development practice. Reimbursable Expenses (In thousands except percentages) Fiscal Years 2012 2011 Percent Change Reimbursable expenses Percentage of $ 26,091 $ 25,779 1.2% total revenues 8.9% 9.5% Reimbursable expenses for fiscal 2012 remained relatively consistent with fiscal 2011. The amount of reimbursable expenses will vary from year to year depending on the nature of our projects. General and Administrative Expenses (In thousands except percentages) Fiscal Years 2012 2011 Percent Change General and administrative expenses $ 13,559 Percentage of $ 13,116 3.4% total revenues 4.6% 4.8% The increase in general and administrative expenses during fiscal 2012 was primarily due to an increase in travel and meals of $689,000 partially offset by a decrease in legal fees of $336,000. The increase in travel and meals was related to a bi-annual firm-wide managers’ meeting that was held at the end of the third quarter of 2012. The decrease in legal fees was primarily due to legal claims in the prior year. Other Income (Expense), Net (In thousands except percentages) Fiscal Years 2012 2011 Percent Change Other income and expense, net Percentage of total revenues $ 4,129 $ 1,359 203.8% 1.4% 0.5% 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 activities. First quarter operating cash requirements are generally higher due to payment of our annual bonuses accrued during the prior year. Our largest source of operating cash flows is cash collections from our clients. Our primary uses of cash from employee-related are operating expenditures, leased facilities, taxes, and general operating expenses including marketing and travel. activities for in Net cash provided by operating activities was $61.8 million for fiscal 2013 as compared to $48.5 million and $46.6 million fiscal 2012 and 2011, respectively. The increase in net cash provided by operating activities during fiscal 2013 as compared to fiscal 2012 was primarily due to an increase in cash receipts from clients. Accounts receivable decreased during fiscal 2013 as compared to an increase during fiscal 2012. The increases in net cash provided by operating activities during fiscal 2012, as compared to fiscal 2011, was due to an increase in net income, an increase in accrued bonuses which are paid in the year subsequent to the year accrued, and an increase in non-cash compensation expense partially offset by higher accounts receivable. During fiscal 2013, 2012 and 2011, net cash used in investing activities was primarily related to the purchase and sale or maturity of short-term investments. The increase in net cash used in financing activities during fiscal 2013, as compared to fiscal 2012, was due to our quarterly dividend payments which started in the first quarter of 2013, an increase in repurchases of common stock, and an increase in payroll taxes for restricted stock units. The decrease in net cash used in fiscal 2012, as compared to fiscal 2011, was due to a decrease in repurchases of our common stock. financing activities during 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. excess space in our Silicon Valley facility. During fiscal 2012, other income (expense), net increased $2,431,000 with a corresponding increase to deferred compensation expense as compared to fiscal 2011 due to the change in value of assets associated with our deferred compensation plan. This year-over-year increase consisted of an increase in the value of the plan assets of $2,158,000 during fiscal 2012 and a decrease in the value of the plan assets of $273,000 during fiscal 2011. During fiscal 2012, rental income increased $361,000 as compared to fiscal 2011 due to an increase in the occupancy rate for rental space in our Silicon Valley facility. Income Taxes (In thousands except percentages) Fiscal Years 2012 2011 Percent Change Income taxes Percentage of total revenues Effective tax rate $ 24,524 $ 22,124 10.8% 8.4% 39.7% 8.1% 40.4% income taxes was due in increase to a The increase corresponding income. The decrease in the effective tax rate was primarily due to a change in estimate associated with the Company’s apportionment of income between the states. in pre-tax LIQUIDITY AND CAPITAL RESOURCES (In thousands) 2013 Fiscal Years 2012 2011 Net cash provided by (used in): Operating activities $ 61,792 $ 48,505 $ 46,596 Investing activities $ (18,880) $ (1,169) $ (29,354) Financing activities $ (33,769) $ (18,859) $ (39,344) We financed our business in fiscal 2013 through available cash and cash flows from operating activities. We invest our excess cash in cash equivalents and short-term investments. As of January 3, 2014, our cash, cash equivalents and short- term investments were $156,119,000 compared to $134,149,000 at December 28, 2012. We believe our existing balances of cash, cash equivalents and short- term investments will be sufficient to satisfy our expenditures, working outstanding repurchases, dividends and other liquidity requirements over the next 12 months. capital stock commitments, capital needs, Generally, our net cash provided by operating activities is used to fund our day-to-day operating 27 are subject to the claims of our creditors. As of January 3, 2014, invested amounts under the plan of $33,501,000 were recorded as a long-term asset on our consolidated balance sheet. law, we have As permitted under Delaware 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 the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. Off-Balance Sheet Arrangements As part of our ongoing business, we do not engage in transactions relationships with generate unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities. that The following schedule summarizes our principal contractual commitments as of January 3, 2014 (in thousands): Fiscal year 2014 2015 2016 2017 2018 Thereafter Operating lease commitments $ 7,718 6,411 4,489 2,736 1,354 2,795 $ 25,503 Capital Purchase leases Obligations Total $ $ 48 $ 350 - - - - - 48 $ 350 - - - - - $ 8,116 6,411 4,489 2,736 1,354 2,795 $ 25,901 The above table does not reflect unrecognized tax benefits of $1,147,000, the timing of which is Refer to Note 8 of the Notes to uncertain. Consolidated Financial Statements for additional discussion on unrecognized tax benefits. 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 $33,447,000 were recorded as a long-term liability on our consolidated balance sheet at January 3, 2014. Company assets that are earmarked to pay benefits under the plan are held in a rabbi trust and 28 Non-GAAP Financial Measures Regulation G, conditions for use of Non-Generally Accepted Accounting Principles ("Non-GAAP") financial measures, and other SEC regulations define and prescribe the conditions for use of certain 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, interest income, depreciation and amortization. We define EBITDAS as EBITDA before stock-based compensation. We regard EBITDA and EBITDAS as useful measures of operating performance and cash flow 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 fiscal years 2013, 2012 and 2011: (in thousands, except percentages) 2013 Fiscal Years 2012 2011 Revenues before reimbursements $ 280,043 $ 266,562 $ 246,667 EBITDA $ 68,769 $ 66,132 $ 58,994 EBITDA as a % of revenues before reimbursements 24.6% 24.8% 23.9% The decrease in EBITDA as a percentage of revenues before reimbursements was primarily due to a decrease in utilization and a decrease in product sales in our defense technology development practice. Our utilization decreased to 71% during fiscal 2013 as compared to 73% during fiscal 2012 due to the anticipated step down in our elevated levels of activity on several major investigations and due to our investment in hiring technical consultants. The increase in EBITDA as a percentage of revenues before reimbursements for fiscal 2012 as compared to fiscal 2011 was primarily due to an increase in utilization, combined with other operating and general and administrative expenses growing at a slower rate than revenues. Utilization during fiscal 2012 was strong due to broad based demand for our services and the continuing benefit from a few major assignments. Utilization for fiscal 2012 increased to 73% as compared to 71% during fiscal 2011. 29 The following table is a reconciliation of EBITDA and EBITDAS to the most comparable GAAP measure, net income, for fiscal 2013, 2012 and 2011: (in thousands) 2013 Fiscal Years 2012 2011 Net Income $ 38,640 $ 37,225 $ 32,695 Add back (subtract): Income taxes Interest income, net Depreciation and amortization EBITDA Stock-based compensation 25,305 (127) 4,951 68,769 13,168 24,524 (328) 4,711 66,132 12,378 22,124 (236) 4,411 58,994 10,340 EBITDAS $ 81,937 $ 78,510 $ 69,334 Item 7A. Quantitative and Qualitative Disclosure About Market Risk Item 8. Financial Statements and Supplementary Data Exponent is 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 relatively short average effective quality and maturities the Company’s investment policy. The maximum effective maturity of any issue in our portfolio of cash equivalents and short-term investments is 3 years and the maximum average effective maturity of the portfolio cannot exceed 12 months. in accordance with If interest rates were to instantaneously increase or decrease by 100 basis points, the change in the fair 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 investment portfolio. 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 are exposed to some foreign currency exchange rate risk associated with our foreign operations. Given the limited nature of these operations, we believe that any exposure would be minimal. See Item 15 of this Form 10-K for required financial statements and supplementary data. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures KPMG LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting, as stated in their report which is included in Part IV, Item 15 of this Form 10-K. (a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13(a)- 15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our 30 disclosure controls and procedures were effective as of the end of the period covered by this annual report. PART III (b) Management’s Report on Internal Control Over Financial Reporting. to the risk Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are that controls may become subject inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (1992) issued Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal (1992), our Integrated Framework Control management concluded that our internal control over financial reporting was effective as of January 3, 2014. the Committee by of - (c) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information None. Certain information required by Part III is omitted from this Annual Report on Form 10-K. We intend to file a definitive Proxy Statement pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information included therein is incorporated herein by reference. Item 10. Corporate Governance Directors, Executive Officers and The information required by this item with respect to our directors, code of ethics and compliance with section 16(a) of the Exchange Act is incorporated by reference to the sections of the Company’s definitive Proxy Statement for its 2014 Annual Meeting of "Proxy Statement") entitled Stockholders "Proposal No. 1: Election of Directors," "Code of Business Conduct and Corporate Governance" and "Compliance with Section 16(a) of the Exchange Act." See Item 1 for information regarding the executive officers of the Company. (the Item 11. Executive Compensation The information required by this item is incorporated by reference to the section of the Proxy Statement entitled "Executive Officer Compensation." Security Ownership of Certain Item 12. Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to the sections of the Proxy Statement entitled “Equity "Stock Ownership” Compensation Plan Information." and Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to the sections of the Proxy Statement entitled "Related Party Transactions" and “Proposal No. 1 – Election of Directors.” Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference to the section of the Proxy Statement entitled "Principal Accounting Fees and Services." 31 PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K. 1. Financial Statements The following consolidated financial statements of Exponent, Inc. and subsidiaries and the Report of Independent Registered Public Accounting Firm are included herewith: Report of Independent Registered Public Accounting Firm Consolidated Statements of Income for the years ended January 3, 2014, December 28, 2012 and December 30, 2011 Consolidated Statements of Comprehensive Income for the years ended January 3, 2014, December 28, 2012 and December 30, 2011 Consolidated Balance Sheets as of January 3, 2014 and December 28, 2012 Consolidated Statements of Stockholders’ Equity for the years ended January 3, 2014, December 28, 2012 and December 30, 2011 Consolidated Statements of Cash Flows for the years ended January 3, 2014, December 28, 2012 and December 30, 2011 Notes to Consolidated Financial Statements 2. Financial Statement Schedules Page 33 35 36 37 38 40 41 The following financial statement schedule of Exponent, Inc. for the years ended January 3, 2014, December 28, 2012 and December 30, 2011 is filed as part of this Report and should be read in conjunction with the consolidated financial statements of Exponent, Inc. and subsidiaries: Schedule II - Valuation and Qualifying Accounts Page 60 Schedules other than those listed above have been omitted since they are either not required, not applicable, or the information is otherwise included elsewhere in the report. 3. Exhibits (a) Exhibit Index Page 62 32 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Exponent, Inc.: We have audited the accompanying consolidated balance sheets of Exponent, Inc. and subsidiaries (the Company) as of January 3, 2014 and December 28, 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended January 3, 2014. In connection with our audits of the consolidated financial statements, we have also audited the accompanying financial statement schedule II. We also have audited the Company’s internal control over financial reporting as of January 3, 2014, based on the criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting, appearing under Item 9A(b). Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule II, and an opinion on the Company’s internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Exponent, Inc. and subsidiaries as of January 3, 2014 and December 28, 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended January 3, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, 33 in all material respects, the information set forth therein. Also, in our opinion, Exponent, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of January 3, 2014, based on the criteria established in Internal Control – Integrated Framework (1992) issued by COSO . KPMG LLP San Francisco, California February 28, 2014 34 Exponent, Inc. and Subsidiaries Consolidated Statements of Income (In thousands, except per share data) Revenues: Revenues before reimbursements Reimbursements Revenues Operating expenses: Compensation and related expenses Other operating expenses Reimbursable expenses General and administrative expenses Operating income Other income: Interest income Miscellaneous income, net Income before income taxes Provision for income taxes Net income Net income per share: Basic Diluted Shares used in per share computations: Basic Diluted See accompanying notes to the Consolidated Financial Statements. 2013 Fiscal Years 2012 2011 $ 280,043 16,125 296,168 $ 266,562 26,091 292,653 $ 246,667 25,779 272,446 184,084 25,299 16,125 14,714 240,222 55,946 171,809 23,574 26,091 13,559 235,033 57,620 156,853 23,238 25,779 13,116 218,986 53,460 127 7,872 63,945 328 3,801 61,749 236 1,123 54,819 25,305 $ 38,640 24,524 $ 37,225 22,124 $ 32,695 $ $ 2.84 2.76 $ $ 2.70 2.60 $ $ 2.31 2.22 13,616 14,025 13,780 14,293 14,181 14,751 35 Exponent, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (In thousands) Net income Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net of tax of $(187), $(184), and $(8), respectively Unrealized (loss) gain arising during the period on investments, net of tax of $10, $19, and $(36), respectively Comprehensive income See accompanying notes to the Consolidated Financial Statements. 2013 Fiscal Years 2012 2011 $ 38,640 $ 37,225 $ 32,695 373 249 (72) (14) $ 38,999 (28) $ 37,446 52 $ 32,675 36 Exponent, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except par value) Assets Current assets: Cash and cash equivalents Short-term investments Accounts receivable, net of allowance for contract losses and doubtful accounts of $2,771 and $2,666, respectively Prepaid expenses and other assets Deferred income taxes Total current assets Property, equipment and leasehold improvements, net Goodwill Deferred income taxes Deferred compensation plan assets Other assets Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued liabilities Accrued payroll and employee benefits Deferred revenues Total current liabilities Other liabilities Deferred compensation Deferred rent Total liabilities Commitments and contingencies (Note 13) Stockholders’ equity: Preferred stock, $.001 par value; 5,000 shares authorized; no shares outstanding Common stock, $.001 par value; 100,000 shares authorized; 16,427 shares issued Additional paid-in capital Accumulated other comprehensive income (loss) Investment securities, available for sale Foreign currency translation adjustments Retained earnings Treasury stock, at cost: 3,363 and 3,221 shares held, respectively Total stockholders’ equity See accompanying notes to the Consolidated Financial Statements. 37 Fiscal Years 2013 2012 $ 122,948 33,171 $ 113,268 20,881 76,980 10,450 8,135 251,684 28,721 8,607 21,102 33,501 551 $ 344,166 $ 8,442 56,934 6,771 72,147 1,181 33,447 2,332 109,107 85,361 8,277 7,657 235,444 27,446 8,607 18,359 24,801 760 $ 315,417 $ 10,386 54,720 6,665 71,771 988 24,697 1,532 98,988 - - 16 141,250 16 123,693 10 99 109 226,040 (132,356) 235,059 $ 344,166 24 (274) (250) 206,057 (113,087) 216,429 $ 315,417 Exponent, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (In thousands) Balance at December 31, 2010 Employee stock purchase plan Exercise of stock options, net of swaps Tax benefit for stock option plans Amortization of unrecognized stock-based compensation Purchase of treasury shares Foreign currency translation adjustments Grant of restricted stock units to settle accrued bonus Settlement of restricted stock units Unrealized gain on investments Net income Balance at December 30, 2011 Employee stock purchase plan Exercise of stock options, net of swaps Tax benefit for stock option plans Amortization of unrecognized stock-based compensation Purchase of treasury shares Foreign currency translation adjustments Grant of restricted stock units to settle accrued bonus Settlement of restricted stock units Unrealized loss on investments Net income Balance at December 28, 2012 Additional Accumulated other Common Stock Shares Amount paid-in capital Treasury Stock comprehensive Retained income (loss) earnings Shares Amount Total 16,427 $ 16 $ 96,089 $ (451) $ 156,086 2,431 $ (67,940) $ 183,800 - - - - - - - - - - - - - - - - - - - - 222 (162) 2,378 5,044 - - - - - - - (72) 4,538 (38) - - - - 52 - - (21) 672 894 (1,484) (102) 2,982 1,336 - - - - - - - - - 1,002 (40,573) 2,378 5,044 (40,573) - - - - (72) 4,538 (7,865) (183) 4,526 (3,377) - 32,695 - - - - 52 32,695 16,427 $ 16 $108,071 $ (471) $ 179,432 3,127 $ (100,333) $ 186,715 - - - - - - - - - - - - - - - - - - - - 400 (358) 3,948 6,289 - - - - - - - 249 - - 5,343 - - - - (20) 608 1,008 (3,123) (200) 6,088 2,607 - - - - - - - 480 - - - 3,948 - (23,395) 6,289 (23,395) - - 249 5,343 (7,477) (166) 3,945 (3,532) (28) - - 37,225 - - - - (28) 37,225 16,427 $ 16 $123,693 $ (250) $ 206,057 3,221 $ (113,087) $ 216,429 See accompanying notes to the Consolidated Financial Statements. 38 (In thousands) Balance at December 28, 2012 Employee stock purchase plan Exercise of stock options, net of swaps Tax benefit for stock option plans Amortization of unrecognized stock-based compensation Purchase of treasury shares Foreign currency translation adjustments Grant of restricted stock units to settle accrued bonus Settlement of restricted stock units Unrealized loss on investments Dividends and dividend equivalent rights Net income Balance at January 3, 2014 Additional Accumulated other Common Stock Shares Amount paid-in capital comprehensive Retained Treasury Stock income (loss) earnings Shares Amount Total 16,427 $ 16 $123,693 $ (250) $ 206,057 3,221 $ (113,087) $ 216,429 - - - - - - - - - - - - - - - - - - - - - - 648 (302) 4,267 7,107 - - - - - - - 373 - - 5,807 (273) - 303 - - (19) 518 1,166 (1,031) (61) 1,627 294 - - - - - - 438 - - - 4,267 - (25,011) 7,107 (25,011) - - 373 5,807 (9,352) (216) 3,597 (6,028) (14) - - - (8,274) 38,640 - - - - - - (14) (7,971) 38,640 16,427 $ 16 $141,250 $ 109 $ 226,040 3,363 $ (132,356) $ 235,059 See accompanying notes to the Consolidated Financial Statements. 39 Exponent, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: 2013 Fiscal Years 2012 2011 $ 38,640 $ 37,225 $ 32,695 Depreciation and amortization of property, equipment and leasehold improvements 4,951 4,711 4,411 Amortization of premiums and accretion of discounts on short-term investments Deferred rent expense Provision for doubtful accounts Stock-based compensation Deferred income tax provision Tax benefit for stock option plans Changes in operating assets and liabilities: Accounts receivable Prepaid expenses and other assets Accounts payable and accrued liabilities Accrued payroll and employee benefits Deferred revenues Net cash provided by operating activities Cash flows from investing activities: Capital expenditures Purchase of short-term investments Maturity of short-term investments Sale of short-term investments 4,930 Net cash used in investing activities ,354) Cash flows from financing activities: Tax benefit for stock option plans Payroll taxes for restricted stock units Repurchase of common stock Exercise of share-based payment awards Dividends and dividend equivalent rights (39,344) Net cash used in financing activities 340 800 1,705 13,168 (3,398) (4,267) 6,676 (4,596) 3,002 4,665 106 61,792 (6,226) (33,422) 19,190 1,578 (18,880) 560 (310) 1,763 12,378 (4,194) (3,948) (14,059) (3,379) 7,374 9,667 717 48,505 344 (417) 1,987 10,340 (3,663) (2,378) (3,018) (1,929) (997) 9,404 (183) 46,596 (4,942) (515) 3,770 518 (1,169) (3,835) (26,599) - 1,080 (29,354) 4,267 (6,402) (25,519) 1,812 (7,927) (33,769) 3,948 (3,531) (22,887) 3,611 - (18,859) 2,378 (3,527) (40,573) 2,378 - (39,344) Effect of foreign currency exchange rates on cash and cash equivalents 537 352 (8) Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 9,680 113,268 $ 122,948 28,829 84,439 (22,110) 106,549 $ 113,268 $ 84,439 See accompanying notes to the Consolidated Financial Statements. 40 Exponent, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 1: Summary of Significant Accounting Policies its Inc. Basis of Presentation Exponent, subsidiaries together with (collectively referred to as the “Company”) is a science and engineering consulting firm that provides solutions to complex problems. The accompanying consolidated the accounts of the Company and its wholly owned intercompany subsidiaries. transactions and balances have been eliminated in consolidation. statements significant financial include All The Company operates on a 52-53 week fiscal year with each year ending on the Friday closest to December 31st. Fiscal period 2013 included 53 weeks of activity and ended on January 3, 2014. Fiscal periods 2012 and 2011 included 52 weeks of activity and ended on December 28, 2012 and December 30, 2011, respectively. Fiscal period 2014 will end on January 2, 2015. Authorized Capital Stock The Company committed to stockholders in a letter dated May 23, 2006 to limit its use of the increased authorized capital stock to 40 million common shares, and 2 million preferred shares, unless the approval of the Company’s stockholders is obtained subsequently, such as through a further amendment to the Company’s authorized capital stock. 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. Actual results could differ from those estimates. Revenue Recognition The Company derives its revenues primarily from professional fees earned on consulting engagements, product sales in its defense technology development practice, fees earned for the use of its equipment and facilities, as well as reimbursements for outside direct expenses associated with the services that are billed to its clients. Any taxes assessed on revenues relating to services provided to its clients are recorded on a net basis. The Company reports service revenues net of subcontractor fees. The Company has determined that it is not the primary obligor with respect to these subcontractors because:    its clients are directly involved in the subcontractor selection process; the subcontractor is responsible for fulfilling the scope of work; and the Company passes through the costs of subcontractor agreements with only a minimal fixed percentage mark-up to compensate it for processing the transactions. Reimbursements, including those related to travel and other out-of-pocket expenses, and other similar third party costs such as the cost of materials, are included in revenues, and an equivalent amount of reimbursable expenses are included in operating expenses. Any mark-up on reimbursable expenses is included in revenues. engagements, Substantially all of the Company’s engagements are performed under time and material or fixed-price billing arrangements. On time and material and fixed-price projects, revenue is generally recognized as the services are performed. For substantially all of the Company’s it fixed-price recognizes revenue based on the relationship of incurred labor hours at standard rates to its estimate of the total labor hours at standard rates it expects to incur over the term of the contract. The Company believes reliable this methodology achieves a measure of the revenue from the consulting services its customers under fixed-price it provides contracts given the nature of the consulting services the Company provides and the following additional considerations: to      the Company considers labor hours at standard rates and expenses to be incurred when pricing its contracts; the Company generally does not incur set up costs on its contracts; the Company does not believe that there are reliable milestones to measure progress toward completion; if the contract is terminated early, the customer is required to pay the Company for time at standard rates plus materials incurred to date; the Company does not recognize revenue for award fees or bonuses until specific contractual criteria are met; 41    the Company does not include revenue for unpriced change orders until the customer agrees with the changes; historically the Company has not had significant accounts receivable write-offs or cost overruns; and its contracts are typically progress billed on a monthly basis. Product revenue is recognized when both title and risk of loss transfer to the customer and customer acceptance has occurred, provided that no significant obligations remain. Gross revenues and reimbursements for the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011, respectively, were: (In thousands) Fiscal Years 2012 2011 2013 Gross revenues Less: Subcontractor fees Revenues $ 302,742 $ 298,818 $ 280,671 8,225 296,168 292,653 272,446 6,574 6,165 Reimbursements: Out-of-pocket reimbursements 6,619 6,426 6,162 Other outside direct expenses Revenues before 9,506 19,665 19,617 16,125 26,091 25,779 reimbursements $ 280,043 $ 266,562 $ 246,667 in any accounting period. Significant management judgments and estimates must be made in connection with the revenues recognized These judgments and estimates include an assessment of collectability and, for fixed-price engagements, an estimate as to the total effort required to complete the project. If the Company made different judgments or utilized different estimates, the amount and timing of its revenue for any period could be materially different. All consulting contracts are subject to review by management, which requires a positive assessment of the collectability of contract amounts. If, during the course of the contract, the Company determines that collection of revenue is not reasonably assured, it does not recognize the revenue until its collection becomes those reasonably assured, which situations would generally be upon receipt of cash. The Company assesses collectability based on a number of factors, including past transaction history with the client, as well as the credit-worthiness of the client. Losses on fixed-price contracts are recognized in during the period in which the loss first becomes evident. Contract losses are determined to be the amount by which the estimated total costs of the contract exceeds the total fixed price of the contract. Foreign Currency Translation The Company translates the assets and liabilities of foreign subsidiaries, whose functional currency is the local currency, at exchange rates in effect at the balance sheet date. Revenues and expenses are translated at the average rates of exchange prevailing during the year. The adjustment resulting from translating the financial statements of such foreign in accumulated other subsidiaries comprehensive income, which is reflected as a separate component of stockholders’ equity. included is Cash Equivalents Cash equivalents consist of highly liquid investments such as money market mutual funds, commercial paper and debt securities with original remaining maturities of three months or less from the date of purchase. Short-term Investments Short-term investments consist of debt securities classified as available-for-sale and are carried at their fair value as of the balance sheet date. Short-term investments generally mature between three months and three years from the purchase date. Investments with maturities beyond one year are classified as short-term based on their highly liquid nature and because represent investments readily available for current operations. such marketable securities The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Realized gains or losses are determined on the specific identification method and are reflected in other income. Net unrealized gains and losses are recorded other in comprehensive income except for unrealized losses that are deemed to be other-than-temporary, which are reflected in net income. accumulated directly investments Investments are reviewed on a regular basis to evaluate whether or not any security has experienced an other-than temporary decline in fair value. When assessing for other-than-temporary declines in fair value, the Company considers the significance of the decline in value as a percentage of the original cost, how long the market value of the investment has been less than its original cost, any news that has been released specific to the investee, and the Company’s intent to sell, or whether it is 42 more likely than not it will be required to sell the investment before recovery of the investments cost basis. to meet Allowances for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers their financial obligations. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations a specific allowance is recorded to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers the Company recognizes for doubtful accounts based upon allowances concentration, historical bad debts, customer economic conditions, aging of amounts due and changes in customer payment terms. credit-worthiness, customer current Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method. Buildings are depreciated over their estimated useful lives ranging from thirty to forty years. Equipment is depreciated over its estimated useful life, which generally ranges from two to seven years. Leasehold improvements are amortized over the shorter of their estimated useful lives, generally seven years, or the term of the related lease. events or long-lived assets changes Impairment of Long-Lived Assets for The Company evaluates impairment whenever in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has not recognized impairment losses on any long- lived assets in fiscal 2013, 2012 or 2011. Goodwill The Company assesses the impairment of goodwill annually and whenever events or changes in circumstances indicate that the carrying amount may be impaired. The Company’s annual goodwill impairment review is completed during the fourth quarter of each year. The Company evaluates 43 cost limited goodwill for each reporting unit for impairment by assessing qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. The Company considers events and circumstances, to, including but not industry and market macroeconomic conditions, factors, overall considerations, financial performance, changes in management or key personnel, changes in strategy, changes in customers, a change in the composition or carrying amount of a reporting unit’s net assets and changes in the price of its common stock. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then the two-step goodwill impairment test is not performed. If the two-step goodwill test is performed, the Company determines the existence of impairment by assessing the fair value of the applicable reporting unit, including goodwill, using expected future cash flows to be generated by the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of the goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied value of the reporting unit goodwill. the totality of The Company completed its annual assessment for all reporting units with goodwill for fiscal 2013 and the determined, after assessing qualitative factors, that it is more likely than not that the fair value of each reporting unit is greater than its respective carrying amount. Accordingly there was no indication of impairment of goodwill for any of the Company’s reporting units and the two-step goodwill impairment test was not performed. The Company did not recognize any goodwill impairment losses in fiscal years 2013, 2012 or 2011. Deferred Revenues Deferred revenues represent amounts billed to clients in advance of services provided, primarily on fixed- price projects. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax basis and the financial reporting basis of assets and liabilities. The following schedule reconciles the denominators of the Company’s calculation for basic and diluted net income per share: (In thousands) Shares used in basic Fiscal Years 2012 2013 2011 per share computation 13,616 13,780 14,181 Effect of dilutive common stock options outstanding 82 150 184 Effect of unvested restricted stock units outstanding Shares used in diluted 327 363 386 per share computation 14,025 14,293 14,751 There were no options excluded from the diluted per share calculation for the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011. Recently Adopted Accounting Pronouncements In February 2013, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard for reporting of amounts reclassified out of accumulated other comprehensive income. The new standard does not change the current requirements for reporting net income or comprehensive income in financial statements. However, the new standard requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. Effective December 29, 2012, the Company adopted this standard. There were no accumulated other from amounts comprehensive income to net income during the fiscal year ended January 3, 2014. reclassified Deferred tax assets and liabilities are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities from changes in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. U.S. income taxes are provided on the earnings of foreign subsidiaries unless the subsidiaries’ earnings are considered permanently reinvested outside An uncertain tax position is recognized if it is determined that it is more likely than not to be sustained upon examination. The tax position is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as income tax expense. Accrued interest and penalties are insignificant at January 3, 2014 and December 28, 2012. the U.S. short-term investments, Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts receivable, other assets and accounts payable. Cash, cash equivalents and short-term investments are recorded at fair value. The carrying amount of the Company’s accounts receivable, other assets and accounts payable approximates their fair values due to their short maturities. Stock-Based Compensation Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period of the entire award. The Company estimates the number of awards that are expected to vest and revises the estimate as actual forfeitures differ from that estimate. Estimated forfeiture rates are based on the Company’s historical experience. Net Income Per Share Basic per share amounts are computed using the weighted-average number of shares outstanding during the period. Dilutive per share amounts are computed using the weighted-average number of common shares outstanding and potentially dilutive securities, using the treasury stock method if their effect would be dilutive. common 44 Note 2: Cash, cash equivalents and short-term investments Cash, cash equivalents and short-term investments consisted of the following as of January 3, 2014: (In thousands) Classified as current assets: Cash Cash equivalents: Money market securities Total cash equivalents Total cash and cash equivalents Short-term investments: State and municipal bonds Total short-term investments Total cash, cash equivalents and short-term investments Amortized Unrealized Unrealized Estimated Fair Value Losses Gains Cost $ 85,849 $ - $ - $ 85,849 37,099 37,099 122,948 33,155 33,155 - - - 25 25 - - - 37,099 37,099 122,948 (9) (9) 33,171 33,171 $ 156,103 $ 25 $ (9) $ 156,119 Cash, cash equivalents and short-term investments consisted of the following as of December 28, 2012: (In thousands) Classified as current assets: Cash Cash equivalents: Money market securities Total cash equivalents Total cash and cash equivalents Short-term investments: State and municipal bonds Total short-term investments Total cash, cash equivalents and short-term investments Amortized Unrealized Unrealized Estimated Fair Value Losses Gains Cost $ 64,134 $ - $ - $ 64,134 49,134 49,134 113,268 20,841 20,841 - - - 41 41 - - - 49,134 49,134 113,268 (1) (1) 20,881 20,881 $ 134,109 $ 41 $ (1) $ 134,149 45 Note 3: 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 years ended January 3, 2014 and December 28, 2012. 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 January 3, 2014 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total $ 37,099 $ 37,099 $ - $ - Assets Money market securities (1) Fixed income available for sale securities (2) Fixed income trading securities held in deferred compensation plan (3) Equity trading securities held in deferred compensation plan (3) 33,171 - 33,171 9,535 9,535 28,444 28,444 - - Total $ 108,249 $ 75,078 $ 33,171 $ Liabilities Deferred compensation plan (4) 37,926 37,926 Total $ 37,926 $ 37,926 $ - - $ (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 other current assets and deferred compensation plan assets on the Company’s consolidated balance sheet. (4) Included in accrued liabilities and deferred compensation on the Company’s consolidated balance sheet. 46 - - - - - - - - - - - - The fair value of these certain financial assets and liabilities was determined using the following inputs at December 28, 2012 (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total $ 49,134 $ 49,134 $ - $ - Assets Money market securities (1) Fixed income available for sale securities (2) Fixed income trading securities held in deferred compensation plan (3) Equity trading securities held in deferred compensation plan (3) 20,881 - 20,881 9,911 9,911 17,178 17,178 - - Total $ 97,104 $ 76,223 $ 20,881 $ Liabilities Deferred compensation plan (4) 26,984 26,984 Total $ 26,984 $ 26,984 $ - - $ (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 other current assets and deferred compensation plan assets on the Company’s consolidated balance sheet. (4) Included in accrued liabilities and deferred compensation on the Company’s consolidated balance sheet. Fixed income available-for-sale securities as of January 3, 2014 and December 28, 2012 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 12 for additional information about the Company’s deferred compensation plan. The following table summarizes the cost and estimated fair value of short-term fixed income securities classified as short-term investments based on remaining effective maturities as of January 3, 2014: (In thousands) Due within one year Due between one and two years Total Amortized Cost $ $ 12,740 20,415 33,155 Estimated Fair Value $ 12,744 20,427 $ 33,171 47 At January 3, 2014 and December 28, 2012, 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 January 3, 2014, but require disclosure of their fair values: accounts receivable, other assets and accounts payable. The estimated fair value of such instruments at January 3, 2014 approximates their carrying value as reported on the consolidated balance sheet. The fair values of such financial instruments are determined using the income approach based on the present value of estimated future cash flows. There have been no changes in the Company’s valuation technique during fiscal 2013. The fair value of all of these instruments would be categorized as Level 2 of the fair value hierarchy. There were no other-than-temporary impairments or credit losses related to available-for-sale securities during the years ended January 3, 2014, December 28, 2012 and December 30, 2011. Note 4: Property, Equipment and Leasehold Improvements (In thousands) Property: Land Buildings Construction in progress Equipment: Machinery and equipment Office furniture and equipment Leasehold improvements Less accumulated depreciation and amortization Property, equipment and leasehold improvements, net Fiscal Years 2013 2012 $ 4,450 34,928 51 32,046 7,542 12,745 91,762 63,041 $ 28,721 $ 4,450 34,491 706 29,687 7,067 9,724 86,125 58,679 $ 27,446 Depreciation and amortization for the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011, was $4,951,000, $4,711,000 and $4,411,000, respectively. Note 5: Goodwill Below is a breakdown of goodwill, reported by segment as of January 3, 2014 and December 28, 2012: (In thousands) Goodwill Environmental and Health Engineering and Other Scientific Total $ 8,099 $ 508 $ 8,607 There were no changes in the carrying amount of goodwill for the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011. There were no goodwill impairments or gains or losses on disposals for any portion of the Company’s reporting units during the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011. 48 Note 6: Inventory Note 8: Income Taxes Income before income taxes includes income from foreign operations of $6,007,000, $3,423,000 and $2,361,000 fiscal 2013, 2012 and 2011, respectively. for Total income tax expense for the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011 consisted of the following: (In thousands) 2013 Fiscal Years 2012 2011 Current Federal Foreign State Deferred Federal State Total $ 22,468 1,411 4,824 28,703 $ 23,562 852 4,304 28,718 $ 20,544 656 4,587 25,787 (695) (2,703) (3,378) (816) (3,398) (4,194) $ 24,524 $ 25,305 (3,013) (650) (3,663) $ 22,124 (3,353) (3,353) (3,353) The Company’s effective tax rate differs from the statutory federal tax rate of 35% as shown in the following schedule: (In thousands) Fiscal Years 2012 2011 2013 Tax at federal statutory rate $22,381 $21,612 $19,187 State taxes, net of federal benefit Tax exempt interest income Non-deductible expenses Non-deductible stock-based compensation Other Tax expense 12 191 $25,305 $24,524 $22,124 2,819 (36) 226 2,409 (104) 296 2,568 (74) 240 (40) 351 (79) (6) 6,584 6,523 Effective tax rate 39.6% 39.7% 40.4% $ 56,934 $ 54,720 The Company did not have any inventory at January 3, 2014. At December 28, 2012 the Company had $374,000 of finished goods inventory included in prepaid expenses and other current assets on its consolidated balance sheet. Note 7: Other Significant Balance Sheet Components Account receivable, net (In thousands) Billed accounts receivable Unbilled accounts receivable Allowance for contract losses and doubtful accounts Total accounts Fiscal Years 2013 2012 $ 52,674 27,077 $ 54,653 33,374 (2,771) (2,666) receivable, net $ 76,980 $ 85,361 Accounts payable and accrued liabilities (In thousands) Fiscal Years 2013 2012 Accounts payable Accrued liabilities Total accounts payable and other accrued liabilities $ 2,798 5,644 $ 7,010 3,376 $ 8,442 $ 10,386 Accrued payroll and employee benefits Fiscal Years 2013 2012 $ 35,370 6,976 8,004 $ 33,885 6,304 8,008 (In thousands) Accrued bonuses payable Accrued 401(k) contributions Accrued vacation Other accrued payroll and employee benefits Total accrued payroll and employee benefits Other accrued payroll and employee benefits consist primarily of accrued wages, payroll taxes and disability insurance programs. 49 income tax returns. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Balance at December 30, 2011 Additions based on tax positions related to the current year Additions for tax positions of prior years Reductions due to lapse of statute of limitations Reductions due to change in accounting method Settlements Balance at December 28, 2012 Additions based on tax positions related to the current year Additions for tax positions of prior years Reductions due to lapse of statute of limitations Reductions due to change in accounting method Settlements $ 388,000 275,000 317,000 (72,000) - - $ 908,000 316,000 - (77,000) - - Balance at January 3, 2014 $1,147,000 Unrecognized tax benefits are included in other liabilities in the accompanying balance sheet. To the extent these unrecognized tax benefits are ultimately recognized, they will impact the effective tax rate in a future period. There are no uncertain tax positions whose resolution in the next 12 months is expected to materially affect operating results. Deferred income taxes have not been provided on the undistributed earnings of foreign subsidiaries. The amount of such earnings at January 3, 2014 was $2,379,000. These earnings have been permanently reinvested and the Company does not plan to initiate any action that would precipitate the payment of income taxes thereon. The unrecognized deferred tax liability for these earnings is estimated to be approximately $118,000. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at January 3, 2014 and December 28, 2012 are presented in the following schedule: (In thousands) Deferred tax assets: Accrued liabilities and allowances Deferred compensation Total deferred tax assets Fiscal Years 2013 2012 $ 15,539 22,373 37,912 $ 14,503 17,252 31,755 Deferred tax liabilities: State taxes Deductible goodwill Property, equipment and leasehold improvements Unrealized gain of deferred compensation plan assets Other Total deferred tax liabilities Net deferred tax assets (1,519) (2,925) (1,099) (2,829) (622) (500) (3,215) (394) (8,675) $ 29,237 (1,095) (216) (5,739) $ 26,016 Management believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize the net deferred tax assets. The Company is entitled to a deduction for federal and state tax purposes with respect to employees’ stock award activity. The net deduction in taxes otherwise payable arising from that deduction has been credited to additional paid-in capital. For the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011, the net deduction in tax payable arising from employees’ stock award activity was $4,267,000, $3,948,000 and $2,378,000, respectively. The Company and its subsidiaries file income tax returns in the United States federal jurisdiction, California and various other state and foreign jurisdictions. The Company is no longer subject to United States federal income tax examination for years prior to 2010. The Company is no longer subject to California franchise tax examinations for years prior to 2009. With few exceptions, the Company is no longer subject to state and local or non-United States income tax examination by tax authorities for years prior to 2009. At January 3, 2014, the Company had unrecognized tax benefits of $1,147,000, which primarily related to uncertainty regarding the sustainability of certain deductions taken on the Company’s federal and state 50 Note 9: Stockholders’ Equity Preferred Stock The Company has authorized 5,000,000 shares of undesignated preferred stock with a par value of $0.001 per share. The Company committed to stockholders in a letter dated May 23, 2006 to limit its use to 2,000,000 preferred shares, unless the approval of the Company’s stockholders is obtained subsequently, such as through a further amendment to the Company’s authorized capital stock. None of the preferred shares were issued and outstanding at January 3, 2014 and December 28, 2012. Dividends The Company declared and paid cash dividends per common share during the periods presented as follows: First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year 2013 Dividends Per Share $ 0.15 $ 0.15 $ 0.15 $ 0.15 Amount (in thousands) $ 1,969 1,998 1,945 1,965 $ 7,877 Prior to 2013 the Company had never paid cash dividends on its common stock. On February 5, 2014 the Company’s Board of Directors announced a cash dividend of $0.25 per share of the Company’s common stock, payable March 28, 2014, to stockholders of record as of March 7, 2014. The Company expects to continue paying quarterly dividends in the future, subject to declaration by the Company’s Board of Directors. Treasury Stock Net losses related to the re-issuance of treasury stock to settle restricted stock unit and stock option awards of $10,383,000, $10,600,000, and $9,349,000 were recorded as a reduction to retained earnings during fiscal 2013, 2012 and 2011, respectively. Repurchase of Common Stock The Company repurchased 438,000 shares of its common stock for $25,011,000 during the fiscal year ended January 3, 2014. The Company repurchased 480,000 shares of its common stock for $23,395,000 during the fiscal year ended December 28, 2012. The Company its common stock for $40,573,000 during the fiscal year ended December 30, 2011. On February 15, 2013 the Board of Directors authorized an additional the repurchase of Exponent’s $35,000,000 for repurchased 1,002,000 shares of 51 common stock. On February 9, 2012 the Board of Directors authorized $35,000,000 for the repurchase of Exponent’s common stock. As of January 3, 2014, the Company had remaining authorization under its stock repurchase plan of $31,000,000 to repurchase shares of common stock. Note 10: Stock-Based Compensation On May 29, 2008, the Company’s stockholders approved the 2008 Equity Incentive Plan and the 2008 Employee Stock Purchase Plan (“ESPP”). The 2008 Equity Incentive Plan and ESPP were previously adopted by the Company’s Board of Directors on April 8, 2008, subject to stockholder approval. Upon stockholder approval of the 2008 Equity Incentive Plan and ESPP each of the following plans were terminated: the 1999 Stock Option Plan, the Restricted Stock Award Plan, the 1998 Stock Option Plan and the Employee Stock Purchase Plan established in 1992. The 2008 Equity Incentive Plan allows for the award of stock options, stock awards (including stock units, stock grants and stock appreciation rights or other similar equity awards) and cash awards to officers, employees, consultants and non-employee members of the Board of Directors. The total number of shares reserved for issuance under the 2008 Equity Incentive Plan is 2,414,075 shares of common stock, subject to adjustment resulting from a stock split or the payment of a stock dividend or any other increase or decrease in the number of issued shares of the Company’s stock effected without receipt of consideration by the Company. As of January 3, 2014, 925,926 shares were available for grant under the 2008 Equity Incentive Plan. The ESPP allows for officers and employees to purchase common stock through payroll deductions of up to 15% of a participant’s eligible compensation. Shares of common stock are purchased under the ESPP at 95% of the fair market value of the Company’s common stock on each purchase date. Subject to adjustment resulting from a stock split or the payment of a stock dividend or any other increase or decrease in the number of issued shares of the Company’s stock effected without receipt of consideration by the Company, the total number of shares reserved for issuance under the ESPP was 200,000 shares of common stock. As of January 3, 2014, 62,579 shares were available for grant. Weighted average purchase prices for shares sold under the ESPP plan in fiscal 2013, 2012 and 2011 were $60.64, $50.26 and $41.70, respectively. Restricted Stock Units The Company grants restricted stock units to employees and outside directors. These 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 received a fully vested restricted stock unit award is granted a matching number of unvested restricted stock unit awards. These unvested restricted stock unit awards 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 59 ½ years or older, all unvested restricted stock unit awards will continue to vest provided 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. All restricted stock units granted have dividend equivalent rights (“DER”), which entitle holders of restricted stock units to the same dividend value per share as holders of common stock. DER are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs. DER are accumulated and paid in additional restricted stock units when the underlying shares vest. the market price of The value of these restricted stock unit awards is determined based on 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. For the fiscal years ended January 3, 2014, December 28, 2012, and December 30, 2011, the Company recorded stock-based compensation expense associated with accrued bonus awards of $6,061,000, $6,089,000 and $5,295,000, respectively. The Company recorded stock-based compensation expense associated with the unvested restricted stock unit and awards of $6,030,000, $5,650,000 $4,464,000 during the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011, respectively. The number of restricted stock unit awards outstanding as of January 3, 2014 is as follows(1): Number of awards outstanding Weighted- average fair value 555,382 249,997 (260,064) (2,981) 542,334 235,506 (235,912) (5,321) 536,607 235,865 (285,661) (8,464) 478,347 $ $ $ 25.64 38.59 28.29 29.58 30.32 48.04 39.69 32.69 33.95 54.17 36.74 40.67 $ 42.14 Balance as of December 31, 2010 Awards granted Awards vested Awards cancelled Balance as of December 30, 2011 Awards granted Awards vested Awards cancelled Balance as of December 28, 2012 Awards granted Awards vested Awards cancelled Balance as of January 3, 2014 (1) Does not include employee stock purchase or stock option plans. 52 Stock Options The Company currently grants stock options under the 2008 Equity Incentive Plan. Options are granted for terms of ten years and generally vest ratably over a four-year period from the grant date. The Company grants options at exercise prices equal to the fair value of the Company’s common stock on the date of grant. All stock options have dividend equivalent rights (“DER”), which entitle holders of stock options to the same dividend value per share as holders of common stock. DER are subject to the same vesting terms as the corresponding stock options. DER are accumulated and paid in cash Option activity is as follows(1): when the underlying stock options vest. During the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011, the Company recorded stock-based compensation expense of $48,000, $37,000 and $34,000, respectively, associated with stock options granted prior to, but not yet vested as of December 30, 2005. During the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011, recorded stock-based compensation expense of $1,029,000, $602,000 and $547,000, respectively, associated with stock options granted after December 30, 2005. the Company Balance as of December 31, 2010 Options granted Options cancelled Options exercised Balance as of December 30, 2011 Options granted Options cancelled Options exercised Balance as of December 28, 2012 Options granted Options cancelled Options exercised Balance as of January 3, 2014 Vested and expected to vest as of January 3, 2014 Weighted- average exercise price Weighted- average remaining contractual term (years) Aggregate intrinsic value (in thousands) $ 15.69 37.72 - 14.07 $ 17.60 48.27 6.50 13.01 $ 24.21 50.03 - 9.76 Number of shares outstanding 511,140 30,000 - (105,744) 435,396 25,000 (2,000) (200,268) 258,128 27,500 - (68,628) 217,000 $ 32.06 5.85 $ 9,835 213,512 $ 31.95 5.83 $ 9,700 Exercisable at January 3, 2014 141,125 $ 26.81 4.91 $ 7,136 (1) Does not include restricted stock or employee stock purchase plans The total intrinsic value of options exercised during the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011 was $3,177,000, $7,484,000 and $2,995,000, respectively. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the fiscal year ended January 3, 2014, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on January 3, 2014. This amount changes based on the fair-value of the Company’s stock. 53 Information regarding options outstanding at January 3, 2014 is summarized below: Range of exercise price $12.42-18.37 $23.07-31.01 $37.72-37.72 $48.27-50.03 Outstanding Weighted- average remaining life in years 2.08 5.22 7.11 8.63 5.85 Weighted- Average Exercise Price $ 16.14 $ 26.59 $ 37.72 $ 49.19 $ 32.06 Number of options 32,000 102,500 30,000 52,500 217,000 Exercisable Number of shares 28,000 91,875 15,000 6,250 141,125 Weighted average exercise price $ 16.67 $ 26.67 $ 37.72 $ 48.27 $ 26.81 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 payment 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 those if actual forfeitures differ from estimates. Historical data was used to estimate pre- vesting stock-based forfeitures compensation expense was recorded only for those awards that are expected to vest. All share-based payment awards are recognized on a straight-line basis over the requisite service periods of the awards. option and The assumptions used to value option grants for the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011 are as follows: Expected life (in years) Risk-free interest rate Volatility Dividend yield 2013 6.4 1.4% 36% 0% Stock Option Plan 2012 6.4 1.4% 39% 0% 2011 6.5 3.1% 39% 0% The weighted-average fair value of options granted during the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011 were $18.78, $19.51 and $16.51, respectively. 54 The amount of stock-based compensation expense recognized in the Company’s consolidated statements of income for the fiscal years ended January 3, 2014, December 28, 2012 and December 30, 2011 is as follows: (In thousands) Compensation and related expenses: Restricted stock units Stock option grants Sub-total General and administrative expenses: Restricted stock units Sub-total $ Total stock-based compensation expense $ 2013 2012 2011 11,680 1,077 12,757 411 411 13,168 $ $ 11,345 639 11,984 394 394 12,378 $ 9,402 581 9,983 357 357 10,340 $ As of January 3, 2014, there was $5,233,000 of unrecognized compensation cost, expected to be recognized over a weighted average period of 2.4 years, related to unvested restricted stock unit awards and $486,000 of unrecognized compensation cost, expected to be recognized over a weighted average period of 1.8 years, related to unvested stock options. Total unrecognized compensation costs will be adjusted for future changes in estimated forfeitures. A summary of the Company’s unvested stock options is as follows: Balance of unvested stock options as of December 31, 2010 Options granted Options vested Options forfeited Balance of unvested stock options as of December 30, 2011 Options granted Options vested Options forfeited Balance of unvested stock options as of December 28, 2012 Options granted Options vested Options forfeited Balance of unvested stock options as of January 3, 2014 Unvested options outstanding 136,000 30,000 (62,122) - 103,878 25,000 (44,624) - 84,254 27,500 (35,879) - 75,875 Weighted- average fair value $ 10.64 16.51 10.23 - $ 12.58 19.51 12.27 - $ 14.80 18.78 13.30 - $ 16.95 Note 11: Retirement Plans The Company provides a defined contribution retirement plan for its employees whereby the Company contributes to each eligible employee’s account 7% of the employee’s eligible base salary plus overtime. The employee does not need to make a contribution to the plan to be eligible for the Company’s 7% contribution. To be eligible under the plan, an employee must be at least 21 years of age and be either a full-time or part-time salaried employee. The 7% Company contribution will vest 20% per year for the first 5 years of employment and then The Company’s thereafter. expenses related to this plan were $6,564,000, immediately $6,573,000, and $6,148,000 in fiscal 2013, 2012, and 2011, respectively. Note 12: Deferred Compensation Plan The Company maintains a nonqualified deferred compensation plan for the benefit of a select group of highly compensated employees. Under this plan, participants may elect to defer up to 100% of their compensation. Company assets that are earmarked to pay benefits under the plan are held in a rabbi trust and are subject to the claims of the Company’s creditors. As of January 3, 2014 and December 28, 2012 the invested amounts under the plan totaled $37,979,000 and $27,089,000, respectively. These 55 assets are classified as trading securities and are recorded at fair market value with changes recorded as adjustments to other income and expense. the plan As of January 3, 2014 and December 28, 2012, totaled vested amounts due under $37,926,000 and $26,984,000, respectively. Changes in the liability are recorded as adjustments to compensation expense. During the fiscal years 2013, recognized 2012 compensation expense of $6,044,000, $2,158,000, and $(273,000), respectively, as a result of changes in the market value of the trust assets with the same amount being recorded as other income, net. the Company 2011, and Note 13: Commitments and Contingencies The following is a summary of the future minimum payments, required under non-cancelable operating leases, with terms in excess of one year, as of January 3, 2014: (In thousands) Fiscal year 2014 2015 2016 2017 2018 Thereafter $ Lease commitments 7,718 6,411 4,489 2,736 1,354 2,795 $ 25,503 Total rent expense from property leases in fiscal 2013, 2012, and 2011 was $5,929,000, $5,481,000 and $5,180,000, respectively. Total expense from other operating leases in fiscal 2013, 2012, and 2011 and $1,477,000, was $1,704,000, $1,754,000 respectively. in outstanding purchase commitments as of January 3, 2014. These commitments are expected to be fulfilled by the end of fiscal 2014. The Company had $350,000 The Company is party to a lawsuit arising from the Company’s hiring of employees from another consulting firm. Their former employer alleges that the Company aided and abetted the employees’ breach of duties owed to their former employer, wrongfully interfered with the former employer’s economic relationships, and breached a software license agreement. The lawsuit also alleges that the Company misappropriated the former employer’s trade secrets and violated unfair trade practice laws. The lawsuit does not allege a specific dollar amount of damages. The case is currently in discovery and no trial date has been set. The Company intends to vigorously defend itself. Although the Company’s ultimate liability in this matter cannot be determined based on the information currently available, the Company believes, after consultation with legal counsel, the ultimate resolution of this claim will not have a material adverse effect on its financial condition. risks and uncertainties inherent in legal proceedings, actual results could differ from current expected results. However, due the to the outcome of which In addition to the above matters, the Company is a party to various other 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 Company believes, after consultation with legal counsel, will not have a material adverse effect on its financial liquidity. results of operations or condition, 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 14: Miscellaneous Income, Net Miscellaneous income, net, consisted of the following: (In thousands) Rental income Gain (loss) on deferred compensation investments (Loss) gain on foreign exchange Other Total Fiscal Years 2012 2013 2011 1,913 1,671 1,310 6,044 2,158 (273) (89) 4 $ 7,872 (61) 33 $ 3,801 70 16 $ 1,123 Note 15: Industry and Client Credit Risk services provided The Company serves clients in various segments of the economy. During fiscal 2013, 2012 and 2011 the representing Company approximately 9%, 10% and 10%, respectively, of revenues to clients and to organizations and insurers acting on behalf of clients in the transportation industry. During fiscal 2013, 2012 and 2011 the Company derived approximately 8%, 13% and 15%, respectively, of revenues from government agencies and contractors. No single customer comprised more than 10% of the Company’s revenues for the years ended January 3, 2014, December 28, 2012 and December 30, 2011. 56 No single customer comprised more than 10% of the Company’s accounts receivable at January 3, 2014. Agencies of the U.S. federal government comprised 11% of the Company’s accounts receivable at December 28, 2012. Note 16: Supplemental Cash Flow Information The following is supplemental disclosure of cash flow information: (In thousands) Cash paid during the year: Fiscal Years 2012 2011 2013 Income taxes $24,701 $24,104 $21,669 Non-cash investing and financing activities: Capital leases for equipment Unrealized (loss) gain on $ - $ - $ 142 investments $ (14) $ (28) $ 52 Vested stock unit awards granted to settle accrued bonus Stock repurchases payable $ 5,807 $ 5,343 $ 4,538 to broker $ - $ 508 $ - Note 17: 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. 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 is presented for selected data from the statements of income and statements of cash flows for fiscal years 2013, 2012, and 2011. Segment information for selected data from the balance sheets is presented for the fiscal years ended January 3, 2014 and December 28, 2012. The chief operating decision maker does not review total assets in his evaluation of segment performance and capital allocation. Revenues (In thousands) Fiscal Years 2012 2011 2013 Engineering and $ 215,972 $ 213,304 $ 199,772 Other Scientific Environmental and Health 80,196 79,349 72,674 Total revenues $ 296,168 $ 292,653 $ 272,446 Operating Income (In thousands) Fiscal Years 2012 2011 2013 Engineering and Other Scientific Environmental and Health $ 67,070 $ 62,852 $ 57,779 22,367 25,072 25,752 Total segment operating income 92,142 88,604 80,146 Corporate operating expense Total operating income Capital Expenditures (In thousands) (36,196) (30,984) (26,686) $ 55,946 $ 57,620 $ 53,460 Fiscal Years 2012 2011 2013 Engineering and Other Scientific Environmental and Health $ 5,180 $ 3,264 $ 2,489 313 289 148 Total segment capital expenditures Corporate capital expenditures Total capital 5,328 3,553 2,802 898 1,389 1,033 expenditures $ 6,226 $ 4,942 $ 3,835 Depreciation and Amortization (In thousands) Engineering and Other Scientific Environmental and Health Total segment depreciation and amortization Corporate depreciation and amortization Fiscal Years 2012 2013 2011 $ 3,097 299 $ 2,831 $ 2,700 227 286 3,396 3,117 2,927 1,555 1,594 1,484 Total depreciation and amortization $ 4,951 $ 4,711 $ 4,411 57 Information regarding the Company’s operations in different geographical areas: Property, Equipment and Leasehold Improvements, net (In thousands) Fiscal Years 2013 2012 Revenues (1) (In thousands) United States Foreign Countries Fiscal Years 2012 2013 2011 $ 263,341 $ 260,760 $ 239,994 32,452 32,827 31,893 United States Foreign Countries $ 28,076 645 $ 26,857 589 Total $ 28,721 $ 27,446 Total $ 296,168 $ 292,653 $ 272,446 (1) Geographic revenues are allocated based on location of the client. the 58 Comparative Quarterly Financial Data (unaudited) Summarized quarterly financial data is as follows: Fiscal 2013 (In thousands, except per share data) March 29, 2013 June 28, 2013 September 27, 2013 January 3, 2014 Revenues before reimbursements Revenues Operating income Income before income taxes $ 68,992 72,660 10,851 13,505 $ 71,919 75,505 17,593 18,271 $ 70,096 75,231 15,160 17,515 $ 69,036 72,772 12,342 14,654 Net income $ 7,976 $ 10,848 $ 11,094 $ 8,722 Net income per share Basic Diluted Shares used in per share computations Basic Diluted $ $ 0.58 0.56 $ $ 0.80 0.77 $ $ 0.82 0.79 $ $ 0.64 0.63 13,667 14,125 13,637 14,007 13,598 13,993 13,556 13,949 Fiscal 2012 (In thousands, except per share data) March 30, 2012 June 29, 2012 September 28, December 28, 2012 2012 Revenues before reimbursements Revenues Operating income Income before income taxes $ 66,470 71,925 11,816 13,733 $ 68,318 74,484 17,361 17,248 $ 66,725 73,298 14,728 16,330 $ 65,049 72,946 13,715 14,438 Net income $ 8,201 $ 10,327 $ 10,225 $ 8,472 Net income per share Basic Diluted Shares used in per share computations Basic Diluted $ $ 0.59 0.57 $ $ 0.75 0.72 $ $ 0.75 0.72 $ $ 0.62 0.60 13,859 14,419 13,835 14,316 13,694 14,196 13,733 14,208 59 Schedule II Valuation and Qualifying Accounts (In thousands) Year Ended January 3, 2014 Allowance for bad debt Allowance for contract losses Year Ended December 28, 2012 Allowance for bad debt Allowance for contract losses Year Ended December 30, 2011 Allowance for bad debt Allowance for contract losses Additions Balance at Provision Provision Beginning of Charged to Charged to Revenues Expense Year Deletions (1) Accounts Written-off Net of Recoveries Balance at End of Year $ 933 $ 1,733 $ $ 515 - $ - $ 1,189 $ (506) $ (1,093) $ 942 $ 1,829 $ 819 $ 1,520 $ $ 483 - $ - $ 1,280 $ (369) $ (1,067) $ 933 $ 1,733 $ 702 $ 1,424 $ $ 709 - $ - $ 1,278 $ (592) $ (1,182) $ 819 $ 1,520 (1) Balance includes currency translation adjustments. Recoveries of accounts receivable previously written off were $50,000, $110,000 and $105,000 for the years ended January 3, 2014, December 28, 2012 and December 30, 2011, respectively. Schedules other than above have been omitted since they are either not required, not applicable, or the information is otherwise included in the Report. 60 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: February 28, 2014 /s/ Richard L. Schlenker, Jr. Richard L. Schlenker, Jr., Executive Vice President, Chief Financial Officer and Corporate Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Paul R. Johnston Paul R. Johnston, Ph.D. /s/ Richard L. Schlenker, Jr. Richard L. Schlenker, Jr. /s/ Michael R. Gaulke Michael R. Gaulke /s/ Samuel H. Armacost Samuel H. Armacost /s/ Mary B. Cranston Mary B. Cranston /s/ Karen A. Richardson Karen A. Richardson /s/ Stephen C. Riggins Stephen C. Riggins /s/ John B. Shoven John B. Shoven, Ph.D. President, Chief Executive Officer and Director February 28, 2014 Executive Vice President, Chief Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer) February 28, 2014 Chairman of the Board of Directors February 28, 2014 February 28, 2014 February 28, 2014 February 28, 2014 February 28, 2014 February 28, 2014 Director Director Director Director Director 61 EXHIBIT INDEX The following exhibits are filed as part of, or incorporated by reference into (as indicated parenthetically), the Annual Report on Form 10-K: 3.1(i) Restated Certificate of Incorporation of the Company (incorporated by reference from the Company’s Registration Statement on Form S-1 as filed on June 25, 1990, registration number 33-35562). 3.1(ii) Certificate of Amendment of Restated Certificate of Incorporation of the Company (incorporated by reference from the Company’s Current Report on Form 8-K filed on May 24, 2006). 3.2 4.1 Amended and Restated Bylaws of the Company (incorporated by reference from the Company’s Current Report on Form 8-K as filed on February 14, 2012). Specimen copy of Common Stock Certificate of the Company (incorporated by reference from the Company’s Registration Statement on Forms S-1 as filed on June 25, 1990, registration number 33- 35562). *10.6 Exponent, Inc. 1998 Non Statutory Stock Option Plan dated October 24, 1998 (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999). 10.10 Exponent, Inc. 1999 Stock Option Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999). *10.11 Exponent, Inc. 1999 Restricted Stock Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999). 10.15 Commercial Lease No. 03-53542 between the Company and the Arizona State Land Department, effective January 17, 1998 (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2003). *10.17 Exponent Nonqualified Deferred Compensation Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004). *10.19 Form of Indemnification Agreement entered into or proposed to be entered into between the Company and its officers and directors (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006). 10.20 Services Agreement between the Company and Exponent Engineering P.C. (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2006). *10.21 Employment Offer Letter between the Company and Dr. Elizabeth Anderson (incorporated by reference from the Company’s Current Report on Form 8-K filed on August 9, 2006). 10.24 Amendment No. 1 to Exponent, Inc. 1998 Nonstatutory Stock Option Plan dated January 29, 2007 (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2006). 10.25 Amendment No. 1 to Exponent, Inc. 1999 Stock Option Plan dated January 29, 2007 (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2006). 10.26 Amendment No. 1 to Exponent, Inc. 1999 Restricted Stock Plan dated January 29, 2007 (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2006). 10.28 2008 Employee Stock Purchase Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2009). 62  *10.31 *10.32 *10.33 Form of Restricted Stock Unit Employee Bonus Grant Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2009). Form of Restricted Stock Unit Employee Matching Grant Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2009). Form of Restricted Stock Unit Director Grant Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2009). *10.34 Amended and Restated Restricted Stock Unit Bonus Grant Agreement under the 1999 Restricted Stock Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2009). *10.35 Amended and Restated Restricted Stock Unit Matching Grant Agreement under the 1999 Restricted Stock Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2009). *10.36 Amended and Restated Restricted Stock Unit Director Grant Agreement under the 1999 Restricted Stock Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2009). *10.37 Exponent, Inc. Amended and Restated 2008 Equity Incentive Plan (filed as Appendix A to the Company’s Schedule 14A filed on April 19, 2012). 10.38 10.39 10.40 Exponent, Inc. 401(k) Savings Plan, as amended and restated effective January 1, 2010 (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010). First Amendment to the Exponent, Inc. 401(k) Savings Plan (as amended and restated January 1, 2010) (incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the fiscal period ended July 1, 2011). Second Amendment to the Exponent, Inc. 401(k) Savings Plan (as amended and restated January 1, 2010) (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2011). *10.41 Form of Stock Option Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2011). 10.42 Third Amendment to the Exponent, Inc. 401(k) Savings Plan (as amended and restated January 1, 2010) (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2012). *10.43 Amendment to Form of Stock Option Agreement under the 2008 Equity Incentive Plan (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2012). 10.44 Fourth Amendment to the Exponent, Inc. 401(k) Savings Plan (as amended and restated January 1, 2010). 21.1 List of subsidiaries. 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934. 63  31.2 Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) of 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.LAB XBRL Taxonomy Label Linkbase Document 101.PRE XBRL Taxonomy Presentation Linkbase Document 101.DEF XBRL Taxonomy Definition Linkbase Document * Indicates management compensatory plan, contract or arrangement 64 

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