Item 7.01.
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Regulation FD Disclosure.
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FTI Consulting, Inc. (FTI Consulting) uses a
presentation from time to time in its discussions with investors and financial analysts (the Presentation). The Presentation includes FTI Consultings past and present financial results, operating data and other information. A copy
of the Presentation is furnished as Exhibit 99.1 and has been posted to the FTI Consulting website at www.fticonsulting.com.
FTI
Consulting has included the definitions of Segment Operating Income (Loss), Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin, which are measures of financial condition or performance determined in
accordance with U.S. generally accepted accounting principles (GAAP), below in order to more fully define the components of the certain measures of financial condition or performance not determined in accordance with GAAP
(Non-GAAP) presented in the Presentation. FTI Consulting defines Segment Operating Income (Loss) as a segments share of Consolidated Operating Income (Loss) and Total Segment Operating Income (Loss) as the
total of Segment Operating Income (Loss) for all segments, which excludes unallocated corporate expenses. FTI Consulting uses Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA. FTI
Consulting defines Adjusted Segment EBITDA as a segments share of Consolidated Operating Income (Loss) before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and
goodwill impairment charges. FTI Consulting defines Adjusted Segment EBITDA Margin as Adjusted Segment EBITDA as a percentage of a segments revenues. FTI Consulting uses Adjusted Segment EBITDA to internally evaluate the financial
performance of its segments because FTI Consulting believes it is a useful measure which reflects current core operating performance and provides an indicator of the segments ability to generate cash.
FTI Consulting defines Non-GAAP financial measures: (i) Total Adjusted Segment EBITDA as the total of Adjusted Segment EBITDA
for all segments, which excludes unallocated corporate expenses; and (ii) Adjusted EBITDA as Consolidated Net Income (Loss) before income tax provision, other non-operating income (expense), depreciation, amortization of intangible
assets, remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. FTI Consulting believes that its Non-GAAP financial measures, when considered together
with its GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of FTI Consultings operating results, including underlying trends, by excluding the effects of remeasurement of
acquisition-related contingent consideration, special charges and goodwill impairment charges. In addition, EBITDA and Adjusted EBITDA are common alternative measures of operating performance used by many of FTI Consultings competitors. They
are used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in FTI Consultings industry. Therefore, FTI Consulting also believes that these Non-GAAP financial measures,
considered along with corresponding GAAP financial measures, provide management and investors with additional supplemental information for comparison of FTI Consultings operating results to the operating results of other companies.
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FTI Consulting defines Adjusted Net Income and Adjusted Earnings per Diluted
Share (Adjusted EPS), which are Non-GAAP financial measures, as Net Income (Loss) and earnings per diluted share (GAAP EPS), respectively, excluding the impact of remeasurement of acquisition-related contingent
consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. FTI Consulting uses Adjusted Net Income for the purpose of calculating Adjusted EPS. FTI Consulting uses Adjusted EPS to assess total company
operating performance on a consistent basis. FTI Consulting believes that this Non-GAAP financial measure, when considered together with its GAAP financial results and GAAP financial measures, provides management and investors with a more complete
understanding of its business operating results, including underlying trends, by excluding the effects of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment
of debt.
Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable to other similarly
titled measures of other companies. Non-GAAP financial measures should be considered in addition to, but not as a substitute for or superior to, the information contained in FTI Consultings Consolidated Statements of Comprehensive Income.
Reconciliations of Non-GAAP financial measures to GAAP are included in the Presentation.
The Presentation does not include a
reconciliation of FTI Consultings 2016 Adjusted EPS guidance to an estimate of GAAP EPS. It is difficult to predict and estimate future remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charges
and/or losses on early extinguishment of debt, as these items are dependent on future events that are uncertain. Accordingly, a reconciliation of FTI Consultings Non-GAAP financial measure guidance to the corresponding GAAP financial measure
is not available without unreasonable effort.
The Presentation may contain forward-looking statements within the meaning of the federal
securities laws. These forward-looking statements are necessarily based on certain assumptions as of the date such forward-looking statements were made and are subject to significant risks and uncertainties. FTI Consulting does not undertake any
responsibility for the adequacy, accuracy or completeness or to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by the forward-looking statements.
The information included herein, including Exhibit 99.1 furnished herewith, shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of
1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.