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A N N U a L R E P O 2ANNUAL 15REPORT 2015: Still Work To Do, But Making Real Progress… Adjusted EPS(1) Revenues grew Total debt increased 12% organically decreased by year-over-year by 10%(2) $211 million, cumulatively reducing over the past leverage from two years 3.38 to 2.43(3) Net headcount(4) Authorized Revolving line of increased 7% a $50 million credit increased year-over-year stock repurchase to $550 million — 98% was program and maturity below SMD date extended level to 2020 (1) Please refer to pages 3 through 8 of this annual report for the definitions of non-GAAP measures and the reconciliations of non-GAAP measures to GAAP measures (2) Excluding foreign currency translation (3) Leverage has been calculated by dividing the total debt balance as of December 31, 2015 and 2014 by Adjusted EBITDA for 2015 and 2014 respectively; please refer to pages 3 through 8 of this annual report for the definition and reconciliation of Adjusted EBITDA to the nearest applicable GAAP measure (4) Excludes divestitures 2 • FTI Consulting 2015 Annual Report Dear Fellow Stockholders, 2015 was a pivotal year — a year where the progress made by our teams in changing our trajectory became visible in powerful ways. We rebuilt our pipeline of talent, improving our leverage ratios and growing net headcount, excluding divestitures, by seven percent this year. The overwhelming majority of the growth, 98 percent, came from below the Senior Managing Director level. We focused the headcount growth and management attention on core areas where there is deep client need and where we see ourselves as having a right to win. We also began to identify adjacencies where our clients would benefit by our expansion. We streamlined operations where we don’t have a right to win. And we invested in our people, to allow them to develop into even more powerful Steven H. Gunby professionals for our clients and our business. President & Chief Executive Officer We have a long way to go to fully meet our aspirations, but it is clear that these efforts are moving us in the right direction. Excluding the impact of foreign currency translation, our organic revenue growth of 10 percent cumulatively over the past two years was the best two-year organic growth rate we have achieved in more than half a decade. And notwithstanding ups and downs in some areas of the business, on a percentage basis we had the largest gain in adjusted earnings per share that this company has had since 2009. In 2016, we will continue to drive a multiplicity of change efforts. For example, we are going to focus our energy and headcount growth where we have a right to win. We will advance our commercial excellence efforts to strengthen our positions and relationships. We will use our cash and EBITDA investments in ways that we believe will enhance stockholder returns. As always, we will invest behind the passion and capabilities of our core client service professionals in the ways they believe will best deliver value to our clients. We will do this with the objective of turning FTI Consulting into a company with sustained growth and earnings potential — a company that is both fabulous for professionals to work for and a great company for its clients and stockholders. There is still much work to do, but we are on our way. I look forward to continuing this journey together. Steven H. Gunby President & Chief Executive Officer of FTI Consulting, Inc. FTI Consulting 2015 Annual Report • 1 Financial Highlights 2015 Revenues by Segment 7 Year Revenues (In Billions) Strategic $1.80 Communications Corporate Finance & $1.60 Restructuring $1.78 10.7% $1.40 $1.76 24.8% $1.65 $1.57 Technology $1.20 $1.58 12.3% $1.00 $1.40 $1.40 $0.80 $0.60 $0.40 $0.20 27.0 % 25.2% Forensic and $0.00 Litigation Economic 2009 2010 2011 2012 2013 2014 2015 Consulting Consulting 2015 Adjusted Segment EBITDA(1) 7 Year Adjusted EBITDA (In Millions)(1) Strategic $300 Communications 9.8% $250 $311.6 Corporate Finance & Technology Restructuring $200 $261.7 31.8% $264.8 $245.5 13.8% $245.8 $150 $210.6 $205.8 $100 $50 22.6% Forensic and Litigation 22.0% $0 Economic Consulting 2009 2010 2011 2012 2013 2014 2015 Consulting 2015 Revenues by Region 7 Year Adjusted EPS(1) $2.50 North America $2.63 73.1% $2.00 $2.37 $2.17 $2.13 $2.09 $1.50 $1.84 2.7% Latin America $1.64 $1.00 5.9% Asia Pacific $0.50 18.3% $0.00 EMEA 2009 2010 2011 2012 2013 2014 2015 (1) Please refer to pages 3 through 8 of this annual report for the definitions of non-GAAP measures and the reconciliations of non-GAAP measures to GAAP measures 2 • FTI Consulting 2015 Annual Report FTI Consulting, Inc. Use of Non-GAAP Measures The accompanying Annual Report of FTI Consulting, Inc. (collectively the “Company”, “we”, “our”, or “FTI Consulting”) includes Adjusted Net Income, Adjusted Earnings per Diluted Share (“Adjusted EPS”), Adjusted EBITDA and Adjusted Seg- ment EBITDA, which are not prepared in accordance with Accounting Principles Generally Accepted in the United States of America (“GAAP”) and have not been audited or reviewed by our independent registered accounting firm. We define Adjusted Net Income and Adjusted EPS as Net Income and Earnings per Diluted Share, respectively, excluding the impact of remeasurement of acquisition-related contingent consideration, special charges, goodwill impairment charg- es and losses on early extinguishment of debt. We use Adjusted Net Income for the purpose of calculating Adjusted EPS. Management uses Adjusted EPS to assess total Company operating performance on a consistent basis. We believe that this measure, when considered together with our GAAP financial results, provides management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of remeas- urement of acquisition-related contingent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. We define Segment Operating Income (Loss) as a segment’s share of consolidated operating income (loss). We define Total Segment Operating Income (Loss) as the total of Segment Operating Income (Loss) for all segments, which excludes un- allocated corporate expenses. We use Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA (Loss). We define Adjusted EBITDA as consolidated net income (loss) before income tax provision, other non-op- erating income (expense), depreciation, amortization of intangible assets, remeasurement of acquisition-related contin- gent consideration, special charges, goodwill impairment charges and losses on early extinguishment of debt. We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income (loss) before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impair- ment charges. We define Total Adjusted Segment EBITDA as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of total revenues. We define Adjusted Segment EBITDA Margin as Adjusted Segment EBITDA as a percentage of a segment’s share of revenue. We use Adjusted Segment EBITDA to internally evaluate the financial performance of our segments because we believe it is a useful supplemental measure, which reflects current core operating performance and provides an indicator of the segment’s ability to generate cash. We also believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our operating results, includ- ing 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 7 Year Adjusted EPS(1) operating performance used by many of our competitors. They are used by investors, financial analysts, rating agencies and others to value and compare the financial performance of companies in our industry. Therefore, we also believe that these measures, considered along with corresponding GAAP measures, provide management and investors with additional information for comparison of our operating results to the operating results of other companies. 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 our Consolidated Statements of Comprehensive Income (Loss). Reconciliations of GAAP to non-GAAP financial measures are included in the following tables: FTI Consulting 2015 Annual Report • 3 2015 – 2009 Reconciliation of Earnings Per Share to Adjusted Earnings Per Share (in thousands, except per share data) (unaudited) 2015 2014 2013 2012 2011 2010 2009 Net income (loss) $66,053 $58,807 ($10,594) ($36,986) $103,903 $65,984 $139,843 Add back: Special charges, net of tax – 9,637 23,267 19,115 9,285 32,733 – Goodwill impairment charge – – 83,752 110,387 – – – Loss on early extinguishment of debt, net of tax 11,881 – – 2,910 – 3,019 – Remeasurement of acquisition-related contingent consideration, net of taxes (1,120) (1,718) (12,054) (5,228) (9,953) – – Adjusted Net Income $76,814 $66,726 $84,371 $90,198 $103,235 $101,736 $139,843 Earnings (loss)
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