Welcome to the Exponent Fourth Quarter 2008 Earnings Conference Call. (Operator Instructions) This conference is being recorded today on Wednesday, the 4th of February, 2009. We'll now turn the conference over to Ms. Brinlea Johnson with Blueshirt Group, please go ahead ma'am.

Good afternoon ladies and gentlemen and thank you for joining us on today’s conference call to discuss Exponent's Fourth Quarter and Fiscal Year 2008 results. Please note that this call is being simultaneously Web cast on the investor relations section of the company’s corporate website at www.exponent.com\investors. This conference call is the property of Exponent and any taping or other reproduction is expressively prohibited without Exponent’s prior written consent. Joining me on the call today are Mike Gaulke, Chairman and CEO, and Rich Schlenker, CFO of Exponent. Before we start, I would like to remind you that the following discussion contains forward-looking statements, including statements about Exponent’s market conditions and future financial results that involve risks and uncertainties and that Exponent’s actually results may vary materially than those discussed here. Additional information containing factors that could cause actual results to differ from forward-looking statements can be found in Exponent’s periodic filings with the SEC, including those factors discussed under the caption, factors affecting operating results and market price of stock in Exponent’s form 10-Q for the quarter January 02, 2009. Forward-looking statements and risks stated in this conference call are based on current expectations as of today and Exponent assumes no obligation to update or revise them, whether as a result of new developments or otherwise. And now, I’d like to turn the call over to Mike Gaulke, Chairman and CEO of Exponent. Mike, please go ahead.

Thank you, and thank you all for joining us today. We are pleased to report another good quarter of financial performance. For the 14 week fourth quarter of 2008, revenue before reimbursements increased 10% over the 13 week fourth quarter of last year. Bonnett income in the fourth quarter was down slightly over the same period last year when we had unusually high product sales. Our earnings per diluted share improved to $0.34 versus $0.33 last year. Fourth quarter concluded a strong 2008 for Exponent, where revenue before reimbursements increased 13% over the prior year to $206 million. Net income in 2008 increased 14% and earnings per diluted share increased to $1.47 from $1.25 in the prior year. Throughout 2008 we continued to selectively hire new talent and benefited from our electrical technology development, mechanics and materials and human factors practices, in addition to our health sciences group. We made significant progress in several of our strategic growth areas including health sciences consulting, product design consulting, energy consulting, and defense technology development. In health sciences consulting, we had significant growth in our U.K. operations where we continued to expand our offering in performing risk assessment of pesticides and biocides, as well as the development of dossiers for regulatory compliance. Additionally, we are excited about several new hires for the health group in both the U.K. and U.S. In product design consulting, we continued to expand our client portfolio of consumer electronics manufacturers, as well as the key suppliers to this industry, in particular battery technology companies. Exponent’s extensive experience in failure analysis has allowed us to develop a unique position in helping these companies solve their most challenging technical problems throughout the product life cycle. In energy we were able to expand our capabilities in engineering management consulting. This team…

Thank you, Rich. We are pleased with our market position in these difficult economic times. To date we have experienced little change in the 65% of our business that is tied to litigation and insurance claims related to products, as well as health and environmental issues. In the 25% of our business that is made up of more proactive services, we are experiencing a more mixed market. While we are continuing to get new projects from most of our consumer electronics clients, they are being more conservative in their approach. In our Health Sciences group, some clients are delaying work, while others are asking for more help as they no longer have the internal resources to meet regulatory deadlines. Defense Technology Development's core consulting business has started off the year strong. While we do not have any significant product orders at this time, there continues to be interest in the existing products as well as new product ideas that come out of our consulting projects. Both of our currents [ref] and future warrior contracts are expiring in March, but we are hopeful we will win the follow-on awards. Some of you have asked what will be the impact on our business with the new administration in Washington. The answer is that we do not expect to be the recipient of any new business activity directly, but we think it is likely that we will see some benefit from the economic stimulus package coming from the proposed spending on infrastructure, science and technology, and energy. We would expect this work to be in the form of new litigation from increased construction activity, some of it from helping clients deal with new regulations relating to environmental and health issues, and some of it from new initiatives in energy. We are cautiously optimistic about our opportunities for 2009. Our key areas of focus will be pursue our strategic growth initiatives, including health sciences, product design, energy, electric utilities and defense technology development, to selectively add new talent to drive further growth while being cognizant of its impact on current year margins, manage our other operating and G&A expenses to allow for continued leverage of our infrastructure, and finally to generate additional cash from operations to maintain a strong balance sheet and undertake activities such as share repurchases to enhance shareholder value. We look forward to reporting more success to you in the coming quarters. Now I'll turn the call back over to the operator for your questions.

I thank you sir. Ladies and gentlemen, at this time we will begin our Question and Answer session. (Operator Instructions). Your first question is from the line of David Gold – Sidoti & Co. David Gold – Sidoti & Co.: Couple of things, first I missed the utilization number for the quarter, would you mind giving that again?

Yes, that was 62%. David Gold – Sidoti & Co.: Okay and actually, let's say positively surprised with the guidance giving a shift to the year, giving the shift to the 14 weeks, the extra week that you have in there, and so I just wanted to go over a couple of things there to be sure I’m catching it correctly. First, when we look at military contract potentially rolling off in March or likely rolling off, the $500,000 a quarter that you point to, what’s your sort of level of confidence that’s sort of the right number for the next four quarters?

David, at this point in time, as you know, none of that is, we usually are able to tell you if it’s booked, sort of close to booked when we come into the call there. I would tell you we don’t have anything, booked into, out into those later quarters. Although we are finding that some of the techno products that we originally did the work for the ref, those products were handed off to the program offices to carry going forward. So just recently, we just got a request for some addition to the surveillance systems that we did, basically, a year ago and in the first quarter of this year. It won’t be large and it may be a net revenues of half a million dollars or something, but they want to add on technology to that, a sensor package. So, the answer is there is no certainty around even the $500,000 base line, but it’s something, at this point in time, we at least hope, that and are trying to work towards being able to maintain. David Gold – Sidoti & Co.: Sure, I guess my question was more given the history, if the contract rolls off, I mean presumably these are, let’s say we get past March, those would be add-ons, is that right?

David, the base contracts that we’re referencing here is our contract with the Rapid Equipping Force and there has been no award of that contract yet. We are hopeful that we will be successful in continuing to supply services here for the Rapid Equipping Force, and implicit in our estimate here of some of that ongoing product sales, is continuing work here with the ref. David Gold – Sidoti & Co.: Basically, the expectation from everything that you know right now, is there will be another contract, it’s just a question of who gets it?

That’s correct.

And we’ve assumed we will, in our estimate of our underlying business sort of being in the mid to high single-digits. That estimate includes the expectation that we would be continuing at the same or a slightly increased level for in the area of defense on a going forward basis. What I want to be clear on what we put out there, is you need to subtract 3 to 4% from that range to get to what our revenues will be because of the adjustment for the 53rd week in foreign exchange and the product sales. That moves the – what we wanted to be clear on, one of the fundamentals of our core business are in the mid to high single digits. You need to adjust that down for the 3 to 4% that is related to these one-time events as we see them. David Gold – Sidoti & Co.: Okay, I didn’t understand that. So that makes a lot more sense to me and it puts you more squarely in mind with what I was thinking. A couple of; essentially just to boil that down for those of us that who aren’t that smart. At the end of that day, what it will show is maybe revenue growth, of net revenue growth of maybe 2% to, let’s say, 2 to 6%, which really would be more like that mid to single-digit. Actual growth experience would be more like two to six, but it’s just apples to apples, base is – it's closer to a mid to upper single digit.

That’s correct, so we would be in the, at the – exactly. David Gold – Sidoti & Co.: Two other minors, a quarter end headcount number?

Yes, quarter end was 643. David Gold – Sidoti & Co.: Okay and you then had commented that you’d expect to see utilization tick down 2009, or flat to slightly down? Thinking there or sort of, why should we expect that especially if you dial back a little bit on maybe the hiring goals?

David, I think it’s just partly a matter of the environment that we’re out there in. Clearly, we had very strong growth coming in this past year. We are being sensitive to some of the comments that Mike made here dealing a little bit from our design consulting clients. Clearly our litigation clients, while they can’t, sort of, avoid product liability help, and environmental liabilities that they get faced with, they surely are going to try to manage their cost type in this economic environment that they have. So I think to, we think we’ve been adding people in a lot of the right areas. We’re going to try to manage the additions in the right areas, but it’s not – you know the challenge with our business is, people are expugnable across all the practices, so if construction civil sort of slows down some, I can’t move those people over to deal with a regulatory issue around health or something else and, as you are aware, we are trying to develop for the long-term so we’ll balance that out. But, we are going to try to manage any things that may come towards us in the future, but I think it is important to realize that, sure our clients are in a changing environment and we think we’ve got a pretty good position, but we’re not entirely insulated from the problems that are out there. David Gold – Sidoti & Co.: So it's more quote "just optimism" and maybe at the margin you’re seeing some delays, but nothing to create a type of uncertainty just yet.

I think that is a fair characterization. This environment that we are in, I would submit there’s not a management team that you’re talking to in the market that’s ever been through it before. In terms of what is likely to play out here, so we’re trying to be appropriately cautious in terms of where we are going.

Our next questions come from Tobey Sommer – SunTrust Robinson Humphrey. Tobey Sommer – SunTrust Robinson Humphrey: I was wondering if you could comment on the hiring environment for the headcount additions in the quarter and just any kind of color you can provide around the composition of the hires. Perhaps are you able to get more experienced people from industry that could market where there is good demand and generate their own books of business and become revenue generators. Thanks.

Sure, Tobey. First, I would say that the recruiting environment for us hiring environment is actually very good. As you might suspect, for any company that’s hiring today, has got more candidates than they typically do in boom times. So we are blessed with, I believe, having the opportunity to hire some very high quality folks in 2009 and we have been beneficiaries to that here in the later part of 2008 as well. In terms of the mix, the bulk of our hiring is a model of bringing folks in at the entry level, either our engineer or scientist or senior scientist or senior engineer level and growth those folks up through the firm. I do think that 2009 will create an opportunity to, however, bring in more talent with some senior hires. We’re not exclusively hiring just in at the bottom and in 2008 as I commented in the health arena we brought in some senior hires that we’re very excited about to grow our health sciences practice, and we will see opportunities to do that in some of our other practices in 2009. And yes, I believe it will be a more attractive environment for senior hires as well as just the junior folks. Tobey Sommer – SunTrust Robinson Humphrey: And then Rich had a question for you – in your press release and on the call here you’ve talked about the impact of a couple of different events on 2009 relative to 2008. Are those listed in sort of order of priority or is there a different order of priority in terms of the impact? I think you have technology first, currency.

Basically, when you look at these I think you are looking at, no, I would say that in order of size technology development followed by the extra week followed by the foreign exchange rate there, so no, they weren’t in a size order there. Tobey Sommer – SunTrust Robinson Humphrey: One last question and I’ll get back into queue. In terms of your kind of philosophical approach to managing the business in this challenging economic time, are you moderating the growth in headcount, in expectation for utilization, is it – I’m trying to get a sense for how much you’re being prudent about what we don’t know and how much you are reflecting current business conditions. Any kind of color you could give there would be appreciated.

I think it’s more the fact as we look at 2009 with caution as to what the business environment will be, we’re coming off a very strong year in hiring in 2008, so obviously we carried that into 2009. And so we think it prudent, in spite of the comments I just made about how attractive the recruiting environment will be in 2009, it’s prudent not to get too far ahead of ourselves until we get a better sense of how the year plays out. As we go through the year, we could well end up – and will likely – modify based on how we’re seeing business as we progress through the year, but at this point in time the perspective is one of let’s be cautious as we start the year. We come into it well loaded up with talent.

Your next question comes from the line of Joseph Foresi – Janney Montgomery Scott.

My first question, and just to be totally clear, you had given high single-digits, low double-digits for last year’s growth and as we look at that growth, the 3 to 4% that you’re talking about is basically the difference between your guidance now which is mid to high single-digits versus what you did in ’08, correct?

My first question, and just to be totally clear, you had given high single-digits, low double-digits for last year’s growth and as we look at that growth, the 3 to 4% that you’re talking about is basically the difference between your guidance now which is mid to high single-digits versus what you did in ’08, correct?

No, we are saying that the core of the business independent of those adjustments is in the mid to high if you – we believe that ‘s what the year-over-year growth would be, independent of those three factors, which means that you need to lower the category by 3 to 4% from mid to high down to low to mid.

Low to mid. Got it. Okay and then maybe you can talk a little bit about the auto business and some of the stuff you did there on the litigation side. Maybe you can give us some color as to what you’re seeing on that front and how much litigation is coming through and just anything that you’re hearing from those particular clients.

Low to mid. Got it. Okay and then maybe you can talk a little bit about the auto business and some of the stuff you did there on the litigation side. Maybe you can give us some color as to what you’re seeing on that front and how much litigation is coming through and just anything that you’re hearing from those particular clients.

No doubt our litigation clients are having as difficult time as any industry is experiencing – our auto clients, sorry – our auto clients are having as difficult a time as any industry in the country, perhaps in the world in this environment. Certainly the U.S. industry, and is a follower of the company, we all know they have been an important client set for us. The current challenges they face, although perhaps more difficult than it has been in the past few years for the industry, the industry has – the auto industry has been in a very much a belt-tightened mode for the last several years, so we are able to look at that experience and what it’s meant from a litigation standpoint and I think you have a pretty good understanding of how they are going to have to deal with litigation in the current environment in 2009. And bottom line, you’re going to spend your dollars very wisely in having to deal with litigation if you’re an auto firm, but the exposures, the risks attendant to not dealing with those are far, far greater and as a result it is not in any sense a discretionary expense. So, our litigation business with our auto clients in this environment has held up and we would expect that to be the case in 2009.

Just sticking with that thought process; I mean I know you talked about some movements potentially in the product business. Maybe you can give us some idea of what percentage of your revenue – I mean, we just think of the products business as being open for discretionary work or, I’m sorry, discretions in that it can fluctuate a lot going forward or, I’m trying to just get a sense of out of your full revenue base what you consider to be essential business and stuff that you’d be a little bit more open to discretion.

Just sticking with that thought process; I mean I know you talked about some movements potentially in the product business. Maybe you can give us some idea of what percentage of your revenue – I mean, we just think of the products business as being open for discretionary work or, I’m sorry, discretions in that it can fluctuate a lot going forward or, I’m trying to just get a sense of out of your full revenue base what you consider to be essential business and stuff that you’d be a little bit more open to discretion.

You’re talking about our product design consulting or –

Yes. Should we think of –

Yes. Should we think of –

Our product design consulting work, helping clients in a proactive way with their products to avoid failures or recall or litigation issues in the future, that type of work, that is about 10 to 15% of our total revenues and it’s, as we’ve talked about before, concentrated in the consumer electronics and their suppliers as well as the medical device industry. We tend to help them in very niche areas. Clearly we’ve been growing that business pretty aggressively over the last several years. We are continuing to get projects on a very regular basis, but we, on the other hand, we haven’t been able to get our arms totally around it. The task may I’m sure become slightly smaller. People are going to be tight with their dollar. They’re going to do the things they have to do, but those people are going to watch what they’re spending on outside consultants. We think we bring a unique set of talent and a niche of service to them that allows us to be in a little bit better position than maybe a commodity service that they have where they might be able to just pull it back inside, but clearly we’re feeling there’s a little bit of a step-back there in the market.

And just kind of moving on to the military position, obviously you’ve kind of taken it into consideration here. Would you characterize your stance in looking at that business beginning the year, as conservative, or should we think of it as, how would you characterize it, because it seems like you haven’t really accounted for any potential business, and is there some reason to think either that there’s maybe less coming or more coming or is it just wide open that you’re just not sure at this particular point?

And just kind of moving on to the military position, obviously you’ve kind of taken it into consideration here. Would you characterize your stance in looking at that business beginning the year, as conservative, or should we think of it as, how would you characterize it, because it seems like you haven’t really accounted for any potential business, and is there some reason to think either that there’s maybe less coming or more coming or is it just wide open that you’re just not sure at this particular point?

I think we’ve built in that business to grow when the expectations are put out to the market. That’s an area that’s strong right now. We’ve put in, outside of the products part of it, the expectations we have there have growth in that area. So I would say that includes the fact that on the other side we have a number of things that are coming off that we're have to either get those contracts back, win them back or get other work. So there's a lot of challenges in front of us in that area, but we're optimistic that we've been building a good reputation out there and that we can build upon the work that we did in 2008. Joseph Foresi – Janney Montgomery Scott: Are you dealing with somebody new in that business, with the change in administration?

The answer is no. Joseph Foresi – Janney Montgomery Scott: Okay, so it's still the same people that you normally go to.

It's the same players. So, I mean, our client there is principally the DOD and the services within the DOD. Let me add one thing here on the product sales. The fact that we're just talking about a half million of product sales per quarter, is not necessarily reflective of our desire to go after that kind of business, or capitalize on it when we see it. But we don't have the visibility here to say with any certainty that we are going to, on a quarter-after-quarter basis, be able to end up with sales in that area, and so we're not going to be forecasting that we think that those are going to be bigger until we've got visibility as to what it might be. Joseph Foresi – Janney Montgomery Scott: And just one quick last one. I know you talked about the infrastructure or package potentially being a positive. Just kind of going through the package, a lot of that is been deemed as sort of ready to go, in other words, it gets to where it needs to go quickly, and then those particular initiatives are taken care of. I was wondering if you could point us to some particular piece of business or work that you've been talking about or notified of that you would be working on immediately, assuming the package got passed; if you could just maybe give us some color as to what that would look like from your point and if you've had those discussions already.

To just take you back to my comments, let me be very clear, I don't believe that there's any direct funding that's going to come out of that bill, out of that spending, directly to us. It will end up being the second order effects that that stimulus package will have that we will benefit from. So there'll be more in R&D development, there'll be more in construction, there'll be more work on failing infrastructure, there are likely to be construction disputes. The work in energy, be it alternative energy or some of the problems at the auto industry will have to deal with will likely create opportunities for us to assist our clients. From that standpoint, if the bill were passed tomorrow I wouldn't have any expectation that we're going see an immediate benefit from it. This will be something that will play out as those dollars get into the economy and activity begins to pick up.

(Operator Instructions) Our next question is from Tim McHugh – William Blair & Company. Timothy McHugh – William Blair & Company: Yes, first I wanted to ask about, you've had a lot of strength in Europe from kind of the reach regulation. Where are we with that in terms of companies having to comply with that? Can that continue to be a source of strength over the next 12 to 18 months?

The reach regulation is in several phases, Tim. That was implemented first in June 1 of 2007, and it has escalating requirements into the teens, I don't remember exactly what the implementation period is. I think it's roughly ten years, and so as we go forward in time, there is definitely going to be additional things that clients are going to need help on doing in terms of complying. The first is really just getting your chemicals registered, but then as it goes on down the timeline here, there are more requirements that we think will be an unattractive marketplace for us. Timothy McHugh – William Blair & Company: Okay. And then, Rich, can I ask the – you mentioned an all-company manager meeting. How significant was that expense? Just trying to get a sense of what the plan is for SG&A in the first quarter on a more normalized run rate.

Yes, that area alone was somewhere in the $300,000 to $400,000 in total. I think we'll be able to, with that and some other things that flow through in the fourth quarter there, be able to hopefully manage things back closer to what we were seeing last year in each of the quarters. Timothy McHugh – William Blair & Company: Okay. And then on the share count the share repurchases, Rich, were those spread evenly or is there a carryover effect?

They were more in the early part of the quarter. So there is a little bit of a carryover, but it was concentrated closer to the first month of the quarter. Timothy McHugh – William Blair & Company: And do you give out your equity grants here in the first quarter such that the share count does go up just from that? [Inaudible]

We have some equity grants that come in, typically in the February timeframe and then the majority of the RSU grants come actually around March 15. So we don't see a lot of the impact in the first quarter. So I would say that probably, based on the carryover from the repurchase of a third of it and what ends up impacting the first quarter will sort of offset each other, as you look at Q1. Timothy McHugh – William Blair & Company: Okay. Then lastly, just to be clear on some of the comments on the guidance and the macro impact, is this stuff that you're seeing on the product design side? Are companies being more conservative with your type of engagements here in December and January or is this more just kind of the logical conclusion as you look at the macro events that we've seen?

Yes, we are seeing clients on that side that are tightening their belts and they're doing work they have to do with us. I mean, that's what people are doing. We've got a very diversified group. I would say the comments we've made in each of these sectors apply to where we see it now. Are we seeing a little, as Mike commented, less of an impact to our litigation? But absolutely. You talk with the auto clients on that 2/3 and they're tightening the belt and trying to see if there's anything left to squeeze out of it. You're seeing a little bit of deferral in things. You see the product side. But on the other hand, our litigation stuff continues to happen on a daily basis and there's lots of cases built up in the past, too. Cars still drive down the road, people still eat their food, infrastructure is still aging out there. All the things that we get involved in that you read in the papers on a daily basis create either regulatory demands or litigation demands. But clearly, our client group, just as you would expect from any company, are trying to ask themselves, how can they manage this as tightly as possible? They're doing the same thing on the product development side and that area. On the other hand, when they've got regulatory issues they've got to meet, or they've got a product that they're trying to improve upon, they've got to do the work. So we are the comments that were made by Mike are ones that I feel we're seeing at this point in time and we've tried to take into account in our expectations.

There are no further questions at this time. Please continue with any closing comments.

Okay, thank you all for joining us. We look forward to chatting with you here over the next quarter, and if not, before the next conference call. Have a good day.

All right thank you ladies and gentlemen, this does conclude the Exponent Fourth Quarter 2008 Earnings Conference Call. If you'd like to listen to a replay of today's conference you can do so by dialing 1-800-405-2236 or 303-590-3000 and put the access code 11125475. [Hastings] would like to thank you very much for your participation today, you may now disconnect.