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What changed in FTI CONSULTING, INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FTI CONSULTING, INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+290 added−268 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-20)

Top changes in FTI CONSULTING, INC's 2025 10-K

290 paragraphs added · 268 removed · 238 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

68 edited+13 added−12 removed48 unchanged
Biggest changeWe help clients manage emerging data, navigate their evolving regulatory and privacy obligations, including AI, prepare for and respond to external threats, decrease storage costs, remediate and secure corporate data, enable faster and deeper insight into data, and provide expert testimony to defend corporate data management processes, including the following offerings: • AI Governance • Data Privacy Program Development and Implementation • Data Remediation, Disposition and Protection • Data Subject Access Requests • Migration of Enterprise Data to Cloud Applications • Pixel, Ad Tracker and AdTech Services • Post-data Breach Privacy Analysis and Response • Regulatory Readiness Advisory and Implementation Strategic Communications Our Strategic Communications segment develops and executes communications strategies to help management teams, boards of directors, law firms, governments and regulators manage change and mitigate risk surrounding transformational and disruptive events, including transactions, investigations, disputes, crises, regulation and legislation.
Biggest changeWe help clients manage emerging data, navigate evolving regulatory and privacy obligations, prepare for and respond to external threats, decrease storage costs, remediate and secure corporate data, enable faster and deeper insight into data, and provide expert testimony to defend corporate data management processes, including the following offerings: • Advisory on Governance, Policy, Standards & Execution, including for AI • Compliance and Risk Technology, including Governance, Risk and Compliance • Data Privacy Program Development, Implementation & Data Subject Access Requests • Data Migration, Remediation, Disposition and Protection • Legal Department Operations and Technology • Microsoft 365 and Copilot Readiness, Governance, Data Protection and Risk Management • Pixel, Ad Tracker and AdTech Advisory & Services • Post-data Breach Privacy Analysis & Response 6 Investigations.
Our clients include Fortune 500 corporations, FTSE 100 companies, global banks, major law firms, leading private equity firms and local, state and national governments and agencies around the globe. In addition, major United States (“U.S.”) and international law firms refer us or engage us directly or on behalf of their clients.
Our clients include Fortune 500 corporations, FTSE 100 companies, major law firms, leading private equity firms, global banks and local, state and national governments and agencies around the globe. In addition, major United States (“U.S.”) and international law firms refer us or engage us directly or on behalf of their clients.
Our key services include the following offerings: • Disputes and Investigations • Financial Advisory • Managed Care & Value-based Care • Risk, Regulatory and Quality Risk and Investigations.
Our key services include the following offerings: • Disputes and Investigations • Financial Advisory • Managed Care & Value-based Care • Risk, Regulatory and Quality Risk & Investigations.
We design and provide communications to protect and enhance business reputations, build organizations’ public profiles and support their business outcomes, including the following offerings: • Crisis and Issues Management • Cybersecurity and Data Privacy Communications • Digital, Analytics and Insights 7 • Litigation Communications • People & Transformation Financial Communications.
We design and provide communications to protect and enhance business reputations, build organizations’ public profiles and support their business outcomes, including the following offerings: • Crisis and Issues Management • Cybersecurity and Data Privacy Communications • Digital, Analytics and Insights • Litigation Communications • People & Transformation 7 Financial Communications.
Law firms and their clients, as well as government regulators and other interested third parties, rely on independent outside resources to evaluate claims and data, facilitate discovery, assess damages, provide expert reports and testimony, manage the pre-trial and in-trial process, and effectively present evidence. • M&A Activity . M&A activity is an important driver for all of our segments.
Law firms and their clients, as well as government regulators and other interested third parties, rely on independent outside resources to evaluate claims and data, facilitate discovery, assess damages, provide expert reports and testimony, manage the pre-trial and in-trial process, and effectively present evidence. 9 • M&A Activity . M&A activity is an important driver for all of our segments.
We perform sophisticated economic analysis and modeling of issues and provide expert testimony relating to transactions, commercial disputes, regulatory proceedings and a wide range of securities litigation to regulated and unregulated industries and government regulators, including the following offerings: • Contractual Claims • Rate Setting • Securities Litigation & Risk Management • Transfer Pricing • Valuation International Arbitration.
We perform sophisticated economic analysis and modeling of issues and provide expert testimony relating to transactions, commercial disputes, regulatory proceedings and a wide range of securities litigation to regulated and unregulated industries and government regulators, including the following offerings: • Contractual Claims • Rate Setting • Securities Litigation & Risk Management • Transfer Pricing • Valuation 5 International Arbitration.
Available Information We make available, free of charge, on or through our website at http://www.fticonsulting.com , our annual, quarterly and current reports and any amendments to those reports, our proxy statements, as well as our other filings with the SEC, as soon as reasonably practicable after electronically filing them with the SEC.
Our website is http://www.fticonsulting.com . Available Information We make available, free of charge, on or through our website at http://www.fticonsulting.com , our annual, quarterly and current reports and any amendments to those reports, our proxy statements, as well as our other filings with the SEC, as soon as reasonably practicable after electronically filing them with the SEC.
We provide in-depth analysis of large, disparate sets of financial, operational and transactional data, often when our clients are faced with a regulatory inquiry or a dispute. We provide strategic business solutions, including custom application and software development, to solve critical client needs.
We provide in-depth analysis of large, disparate sets of financial, operational and transactional data, often when our clients are faced with a regulatory inquiry, investigation or a dispute. We provide strategic business solutions, including custom application and software development, to solve critical client needs.
We provide advisory services to help our clients stabilize finances and operations to reassure debtors, creditors and other stakeholders that proactive steps are being taken to preserve and enhance value, including the following offerings: • Company Advisory • Contentious Insolvency • Creditor Advisory • Dispute Advisory & Litigation Support • Interim Management Forensic and Litigation Consulting Our FLC segment provides law firms, companies, boards of directors, government entities, private equity firms and other interested parties with a multidisciplinary and independent range of services across risk & investigations and disputes, supported by our data & analytics technology-enabled solutions, with a focus on highly regulated industries.
We provide advisory services to help our clients stabilize finances and operations to reassure debtors, creditors and other stakeholders that proactive steps are being taken to preserve and enhance value, including the following offerings: • Company Advisory • Creditor Advisory • Dispute Advisory & Litigation Support • Insolvency • Interim Management 3 Forensic and Litigation Consulting Our FLC segment provides law firms, companies, boards of directors, government entities, private equity firms and other interested parties with a multidisciplinary and independent range of services across risk & investigations and disputes, supported by our data & analytics technology-enabled solutions, with a focus on highly regulated industries.
We work with healthcare providers, healthcare payers, life sciences companies and law firms to discern solutions that address business risks and advise and prepare our clients for both short-term and future strategic, operational, data and technological, financial and legal challenges.
We work with healthcare providers, healthcare payers, life sciences companies and law firms to discern solutions that address business risks and advise and prepare our clients for both 4 short-term and future strategic, operational, data and technological, financial and legal challenges.
We combine public policy, capital markets and sector-specific expertise to offer unique insights for clients operating at the critical intersection between business and government, including the following offerings: • Government Investigations • Government Relations • Public Affairs Research & Opinion Polling • Public Affairs Strategy • Public Policy Advocacy Our Industry Specializations We employ professionals across our segments and practices who are qualified to provide our core services plus a range of specialized consulting services and solutions that address the strategic, reputational, operational, financial, regulatory, legal and other needs of specific industries.
We combine public policy, capital markets and sector-specific expertise to offer unique insights for clients operating at the critical intersection between business and government, including the following offerings: • Government Investigations • Government Relations • Public Affairs Research & Opinion Polling • Public Affairs Strategy • Public Policy Advocacy Our Industry Specializations We employ experts across our segments and practices who are qualified to provide our core services plus a range of specialized consulting services and solutions that address the strategic, reputational, operational, financial, regulatory, legal and other needs of specific industries.
These training programs are supplemented by self-directed e-learning programs, among other segment-level talent development and training opportunities. 12 • Corporate Citizenship. We practice responsible corporate citizenship to drive positive change in the communities in which we do business.
These training programs are supplemented by self-directed e-learning programs, among other segment-level talent development and training opportunities. • Corporate Citizenship. We practice responsible corporate citizenship to drive positive change in the communities in which we do business.
We work with companies, governments and members of the international bar to provide independent advice and expert testimony relating to business valuations and economic damages in a wide variety of commercial and treaty disputes before international arbitration tribunals, including the following offerings: • Business Valuations • Commercial and Treaty Disputes • Economic Damages • Litigation Support Technology Our Technology segment provides companies, law firms, private equity firms and government entities with a comprehensive global portfolio of digital insights and risk management consulting and data services.
We work with companies, governments and members of the international bar to provide independent advice and expert testimony relating to business valuations and economic damages in a wide variety of commercial and treaty disputes before international arbitration tribunals, including the following offerings: • Business Valuations • Commercial and Treaty Disputes • Economic Damages • Litigation Support Technology Our Technology segment provides companies, law firms, private equity firms and government entities with a comprehensive global portfolio of digital insights and risk management, AI and data services.
We offer services across all phases of the M&A life cycle. Our services during the pre-transaction phase include government competition advice and pre-transaction analysis. Our services during the negotiation phase include due diligence, negotiation and other transaction advisory services, government competition and antitrust regulation services, expert witness testimony, asset valuations and financial communications advice.
We offer services across all phases of the M&A life cycle. Our services during the pre-transaction phase include government competition advice and pre-transaction analysis. Our services during the negotiation phase include due diligence, negotiation and other transaction advisory services, government competition, dawn raid and antitrust regulation services, expert witness testimony, asset valuations and financial communications advice.
Our key services include the following offerings: • Environmental Cost & Damages Analyses • Environmental Dispute Resolution • Expert Services in Delay, Disruption, Quantum & Damages • Project Delivery and Asset Management Advisory & Transformation • Technology Enablement, Data Intelligence & Construction Analytics Data & Analytics.
Our key services include the following offerings: • Environmental Cost & Damages Analyses • Expert Services in Delay, Disruption, Quantum & Damages • Project Delivery and Asset Management Advisory & Transformation • Technology Enablement, Data Intelligence & Construction Analytics Data & Analytics.
Clients During the year ended December 31, 2024, no single client accounted for more than 10% of our consolidated revenues and no reportable segment had a single client that accounted for more than 10% of its respective total segment revenues.
Clients During the year ended December 31, 2025, no single client accounted for more than 10% of our consolidated revenues and no reportable segment had a single client that accounted for more than 10% of its respective total segment revenues.
We deliver a wide range of services centered around three core offerings: Antitrust & Competition Economics, Financial Economics and International Arbitration. In 2024, our Economic Consulting segment offered the following services: Antitrust & Competition Economics.
We deliver a wide range of services centered around three core offerings: Antitrust & Competition Economics, Financial Economics and International Arbitration. In 2025, our Economic Consulting segment offered the following services: Antitrust & Competition Economics.
Additionally, all of the top 100 law firms as ranked by American Lawyer Global 100 Most Revenue List refer or engage us directly or on behalf of numerous clients on multiple matters.
Additionally, 99 of the top 100 law firms as ranked by American Lawyer Global 100 Most Revenue List refer or engage us directly or on behalf of numerous clients on multiple matters.
Human Capital Resources At FTI Consulting, we seek to provide the highest quality services to our clients. We do this by attracting and retaining experts in their fields, empowering a diverse and inclusive global workforce, providing opportunities for advancement and personal growth, and supporting the communities in which we do business.
Human Capital Resources At FTI Consulting, we seek to provide the highest quality services to our clients. We do this by attracting and retaining experts in their fields, empowering an inclusive global workforce, providing opportunities for advancement and personal growth, and supporting the communities in which we do business.
We deliver a wide range of services centered around three core offerings: Corporate Reputation, Financial Communications and Public Affairs. In 2024, our Strategic Communications segment offered the following services: Corporate Reputation.
We deliver a wide range of services centered around three core offerings: Corporate Reputation, Financial Communications and Public Affairs. In 2025, our Strategic Communications segment offered the following services: Corporate Reputation.
We believe the compensation opportunities that we offer are competitive with our peers in terms of mix and magnitude and are designed to comply with laws of the applicable jurisdictions in which we conduct business.
We believe the compensation opportunities that we offer are competitive with our peers in terms of mix and magnitude and are designed to comply with the laws and regulations of the jurisdictions in which we conduct business.
We design and provide communications strategies to help business leaders deliver consistent and credible narratives to raise capital, engage with investors and navigate transitional business events, including the following offerings: • Corporate Governance & Shareholder Activism • ESG & Sustainability • M&A Communications • Restructuring and Financial Issues Public Affairs.
We design and provide communications strategies to help business leaders deliver consistent and credible narratives to raise capital, engage with investors and navigate transitional business events, including the following offerings: • Corporate Governance & Shareholder Activism • Environmental, Social and Governance & Sustainability • M&A Communications • Restructuring and Financial Issues Public Affairs.
To attract and retain highly qualified professionals, we offer various compensation opportunities, including sign-on bonuses, incentive pay opportunities, and retention bonuses (including forgivable loans), along with a competitive benefits package and the opportunity to work on challenging global engagements with highly skilled peers. • Experts-Driven Model.
To attract and retain highly qualified professionals, we offer various compensation opportunities, including sign-on bonuses, incentive pay opportunities, and retention bonuses (including forgivable and repayable loans), along with a competitive benefits package and the opportunity to work on challenging global engagements with highly skilled peers. • Expert-Driven Model.
Employment Agreements, Incentive, Retention and Sign-on Payments We have written employment agreements with substantially all of our 806 Senior Managing Directors and equivalent personnel (collectively, “SMDs”) that set forth their terms and conditions of service and compensation opportunities.
Employment Agreements, Incentive, Retention and Sign-on Payments We have written employment agreements with substantially all of our 798 Senior Managing Directors and equivalent personnel (collectively, “SMDs”) that set forth their compensation opportunities and the terms and conditions of their service.
Financial market factors, including credit and financing availability, terms and conditions, the willingness of financial institutions to provide debt modifications or relief, corporate debt levels, default rates, bankruptcies and restructuring, capital markets transactions, increased consolidation and the growth of emerging currencies, including digital assets and related exchanges, are significant drivers of demand for our business offerings, particularly our Corporate Finance and Technology segments. 9 • Litigation and Disputes .
Financial market factors, including credit and financing availability, terms and conditions, the willingness of financial institutions to provide debt modifications or relief, corporate debt levels, default rates, bankruptcies and restructuring, capital markets transactions, increased consolidation and the growth of emerging currencies, including digital assets and related exchanges, are significant drivers of demand for our business offerings. • Litigation and Disputes .
We support our global clients with disputes of all kinds, including the following offerings: • Claims in International Public Law 4 • Complex Commercial and Regulatory Disputes • Energy-related Disputes • Financial Products and Broker-dealer Disputes • Insurance-related Disputes • Intellectual Property • Labor and Employment Healthcare Risk Management & Advisory.
We support our global clients with disputes of all kinds, including the following offerings: • Claims in International Public Law • Complex Commercial and Regulatory Disputes • Energy-related Disputes • Environmental Dispute Resolution • Financial Products and Broker-dealer Disputes • Insurance-related Disputes • Intellectual Property • Labor and Employment Healthcare Risk Management & Advisory.
The major industry groups that we service include: • Aerospace & Defense • Airlines & Aviation • Blockchain & Digital Assets • Chemicals • Construction & Environmental • Energy • Financial Services • Food & Agribusiness • Healthcare & Life Sciences • Hospitality, Gaming & Leisure • Industrials & Automotive • Insurance • Mining • Private Equity • Power, Renewables & Energy Transition • Professional Services 8 • Public Sector & Government Contracts • Real Estate • Retail & Consumer Products • Telecom, Media & Technology • Transportation & Logistics Our Business Drivers Material factors that drive demand for our business offerings include: • AI and Other New and Emerging Technologies.
The major industry groups that we service include: • Aerospace & Defense • Airlines & Aviation • Automotive & Industrials • Blockchain & Digital Assets • Chemicals • Construction & Environmental • Energy, Power & Products • Financial Services • Food & Agribusiness • Healthcare & Life Sciences • Hospitality, Gaming & Leisure • Insurance • Mining • Public Sector & Government Contracts • Real Estate • Retail & Consumer Products • Telecom, Media & Technology • Transportation & Logistics 8 Our Business Drivers Material factors that drive demand for our business offerings include: • AI and Emerging Technologies.
We deliver a wide range of services centered around three core offerings: Transactions, Transformation & Strategy and Turnaround & Restructuring. In 2024, our Corporate Finance segment offered the following services: Transactions.
We deliver a wide range of services centered around three core offerings: Transactions, Transformation and Turnaround & Restructuring. In 2025, our Corporate Finance segment offered the following services: Transactions.
Our operations span the globe encompassing locations within: (i) the Americas, including 38 U.S. offices located in 20 states and Washington, D.C., and four offices located in Canada; (ii) Latin America, including six offices located in Argentina, Brazil, Colombia, Mexico, and the British Overseas Territories of the Cayman Islands and the Virgin Islands; (iii) Asia Pacific, including 17 offices located in Australia, China (including Hong Kong), India, Indonesia, Japan, Malaysia, Singapore and South Korea; and (iv) Europe, Middle East and Africa, including 37 offices located in Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Lebanon, Netherlands, Portugal, Qatar, Saudi Arabia, South Africa, Spain, Sweden, Switzerland, United Arab Emirates and the United Kingdom (“UK”).
Our operations span the globe encompassing locations within: (i) the Americas, including 37 U.S. offices located in 21 states and Washington, D.C., and four offices located in Canada; (ii) Latin America, including seven offices located in Argentina, Brazil, Colombia, Mexico, and the British Overseas Territories of the Cayman Islands and the Virgin Islands; (iii) Asia Pacific, including 19 offices located in Australia, China (including Hong Kong), India, Japan, Singapore and South Korea; and (iv) Europe, Middle East and Africa (“EMEA”), including 37 offices located in Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Lebanon, Netherlands, Portugal, Qatar, Saudi Arabia, South Africa, Spain, Sweden, Switzerland, United Arab Emirates and the United Kingdom (“UK”).
These written employment agreements can, but are not required to include, incentive compensation opportunities that may take the form of cash, equity or loans (including forgivable loans). Incentive-based opportunities are subject to financial or individual performance criteria. We may also impose meaningful time-based service requirements.
These written employment agreements may include incentive compensation opportunities that can take the form of cash, equity or loans (including forgivable and repayable loans). Incentive-based opportunities are subject to financial or individual performance criteria. We may also impose meaningful time-based service requirements.
We provide independent transformation & strategy expertise to deliver end-to-end value and drive change across the enterprise, enhance performance, build sustainable growth and foster a culture of excellence, including the following offerings: • Cost Transformation • Data & Technology Transformation • Office of the Chief Financial Officer & Finance Transformation • Operations & Supply Chain Transformation • People & Change • Revenue Transformation • Strategy 3 Turnaround & Restructuring.
We provide independent transformation expertise to deliver end-to-end value from strategy to execution, and drive change across the enterprise, enhance performance, build sustainable growth and foster a culture of excellence, including the following offerings: • Cost Transformation • Data & Technology Transformation • HR Transformation • Office of the Chief Financial Officer Solutions & Finance Transformation • Operations & Supply Chain Transformation • Revenue Transformation • Strategy Turnaround & Restructuring.
Many of our professionals are recognized experts in their respective fields. 11 • Grow Organically . Our strategy is to identify where we are best positioned to help our clients solve their most complex issues, invest behind those positions and leverage that success to grow organically. • Strategic Acquisitions .
Many of our professionals are recognized experts in their respective fields. • Grow Organically . Our strategy is to identify where we are best positioned to help our clients solve their most complex issues, invest behind those positions and leverage that success to grow organically. • Profitable Growth .
We are also an advisor to 90 of the Fortune 100 companies and 71 of the top 100 private equity firms on the Private Equity International 300 list. • Demand for Integrated Solutions and a Consultative Approach .
We are also an advisor to 95 of the Fortune 100 companies and 82 of the top 100 private equity firms on the Private Equity International 300 list. • Demand for Integrated Solutions and a Consultative Approach .
Our experts conduct investigations over a wide scope of issues and allegations, including the following offerings: • Accounting Advisory & Restatements • Anti-bribery & Corruption Investigations • Anti-money Laundering Investigations • Cybersecurity • Environmental, Social and Governance (“ESG”) & Sustainability • Export Controls, Sanctions & Trade • Financial Regulatory Investigations • Foreign Corrupt Practices Act (“FCPA”) Violations • Forensic Accounting & Fraud Investigations • Geopolitical and Related Security Risk • Monitorships 5 Economic Consulting Our Economic Consulting segment, including subsidiary Compass Lexecon LLC (“Compass Lexecon”), provides law firms, companies, government entities and other interested parties with analyses of complex economic issues for use in international arbitration, legal and regulatory proceedings and strategic decision making and public policy debates around the world.
Our experts conduct investigations over a wide scope of issues and allegations, including the following offerings: • Accounting Advisory & Restatements • Anti-bribery & Corruption Investigations • Anti-money Laundering Investigations • Cybersecurity Investigations • Export Controls, Sanctions & Trade • Financial Regulatory Investigations • Forensic Accounting & Fraud Investigations • Geopolitical and Related Security Risk • Monitorships Economic Consulting Our Economic Consulting segment, including subsidiary Compass Lexecon LLC (“Compass Lexecon”), provides law firms, companies, government entities and other interested parties with analyses of complex economic issues for use in international arbitration, legal and regulatory proceedings and strategic decision making and public policy debates around the world.
We help our clients adapt to the changing technological, regulatory and ethical landscape and actively partner with them to integrate these new technologies into their organizations, including embedding these technologies into our transformation & strategy and disputes offerings, among others.
We help our clients adapt to the changing technological, regulatory and ethical landscape and actively partner with them to integrate these new technologies into their organizations, including embedding these technologies into our transformation and dispute advisory services offerings, among others.
We provide services that help clients strategize, structure, diligence, integrate, carve-out, value and communicate around business transactions, including the following offerings: • Diligence (Financial, Tax, HR, IT, Synergy and Regulatory) • Fairness and Solvency Opinions • Investment Banking • Merger Integration & Carve-Out Advisory • Strategic Alternatives • Valuation Transformation & Strategy.
We provide services that help clients strategize, structure, diligence, integrate, carve-out, value and communicate around business transactions, including the following offerings: • Diligence (Financial, Tax, HR, IT, Synergy and Regulatory) • Investment Banking • Merger Integration & Carve-Out • Valuation & Financial Advisory Services Transformation.
Corporate Finance & Restructuring Our Corporate Finance segment focuses on the strategic, operational, financial, transactional and capital needs of our clients around the world. Our clients include companies, boards of directors, investors, private equity sponsors, lenders, and other financing sources and creditor groups, as well as other parties-in-interest and governments.
Corporate Finance Our Corporate Finance segment focuses on the strategic, operational, financial, transactional and capital needs of our clients around the world. Our clients include companies, boards of directors, investors, private equity sponsors, lenders, and other financing sources and creditor groups, governments and other interested parties.
Our Corporate Finance segment primarily competes with specialty boutiques and publicly traded companies providing restructuring, bankruptcy and M&A services and, to a lesser extent, large investment banks, management consulting firms and global accounting firms.
Our Corporate Finance segment primarily competes with specialty boutiques and publicly traded companies providing restructuring, bankruptcy and M&A services and, to a lesser extent, large investment banks, management consulting firms and global accounting firms. Our FLC segment primarily competes with other large consulting companies, specialty boutiques and global accounting firms with service offerings similar to ours.
Year Ended December 31, 2024 2023 Corporate Finance & Restructuring 38 % 39 % Forensic and Litigation Consulting 19 % 19 % Economic Consulting 23 % 22 % Technology 11 % 11 % Strategic Communications 9 % 9 % Total 100 % 100 % 2 The following table sets forth the number of offices and countries in which each segment operates, as well as the number of billable professionals in each of our reportable segments.
Year Ended December 31, 2025 2024 Corporate Finance 41 % 38 % Forensic and Litigation Consulting 20 % 19 % Economic Consulting 19 % 23 % Technology 10 % 11 % Strategic Communications 10 % 9 % Total 100 % 100 % The following table sets forth the number of offices and countries in which each segment operates, as well as the number of billable professionals in each of our reportable segments.
Competition We compete with different companies or business segments within companies depending on the particular nature of a proposed engagement and the requested types of service(s) or the location of the client or delivery of the service(s) or product(s). Our businesses are highly competitive.
Competition We compete with different companies or business segments within companies depending on the nature of a proposed engagement and the requested types of service(s) or the location of the client or delivery of the service(s) or product(s).
As of December 31, 2024, we employed 8,374 employees, of which 6,633 were billable professionals. We also engage independent contractors who provide services to FTI Consulting to supplement our professionals on client engagements as needed. We aim to advance the best interests of all our stakeholders through: • Attracting and Retaining Highly Qualified Professionals.
As of December 31, 2025, we employed 8,118 employees, of which 6,421 were billable professionals. We also engage independent contractors who provide services to us to supplement our professionals on client engagements as needed. We aim to advance the best interests of all our stakeholders through: • Attracting and Retaining Highly Qualified Professionals.
Regulatory complexity, public scrutiny and investigations drive demand for services across all of our segments. The uncertain and shifting regulatory environment, complex global regulations and legislation, greater scrutiny of corporate governance, instances of corporate malfeasance, including fraud, and evolving reporting requirements drive demand for our service offerings.
The uncertain and shifting regulatory environment, complex global regulations and legislation, greater scrutiny of corporate governance, instances of corporate malfeasance, including fraud, and evolving reporting requirements drive demand for our service offerings.
Referrals from clients, law firms and other intermediaries and our reputation from prior engagements are also key factors in securing new business. Our professionals often learn about new business opportunities from their frequent contact and close working relationships with clients.
We rely primarily on our senior professionals to identify and pursue business opportunities. Referrals from clients, law firms and other intermediaries and our reputation from prior engagements are also key factors in securing new business. Our professionals often learn about new business opportunities from their frequent contact and close working relationships with clients.
We are committed to fostering an inclusive and high-performing culture where our professionals can grow their careers and achieve their full potential. We are dedicated to recruiting, employing and maintaining a diverse and inclusive workforce.
We work to foster an inclusive and high-performing culture where our professionals can grow their careers and achieve their full potential. We are dedicated to recruiting, employing and maintaining an inclusive workforce.
Our robust Talent Development program includes onboarding programs for new hires, training programs to prepare promotes for success in their new roles and leadership readiness programs to help our people build the skills needed to advance to our most senior positions.
We support the development of our professionals at all levels of their careers. Our robust Talent Development program includes onboarding programs for new hires, training programs to prepare promotes for success in their new roles and leadership readiness programs to help our people build the skills needed to advance to our most senior positions.
We consider strategic and opportunistic acquisition opportunities on a selective basis. We seek to integrate completed acquisitions and manage investments in a way that fosters organic growth, expands our geographic presence or complements our segments, services and industry positions. We typically structure our acquisitions to retain the services of key individuals from the acquired companies. • Profitable Growth .
We seek to integrate completed acquisitions and manage investments in a way that fosters organic growth, expands our geographic presence or complements our segments, services and industry positions. We typically structure our acquisitions to retain the services of key individuals from the acquired companies. 11 • Marketing .
Our services are centered around five core offerings: Construction, Projects & Assets and Environmental Solutions, Data & Analytics, Disputes, Healthcare Risk Management & Advisory and Risk and Investigations. In 2024, our FLC segment offered the following services: Construction, Projects & Assets and Environmental Solutions (“Construction Solutions”).
Our services are centered around five core offerings: Construction, Projects & Assets and Environmental Solutions, Data & Analytics, Dispute Advisory Services, Healthcare Risk Management & Advisory and Risk & Investigations, which includes our cybersecurity and financial services-related offerings. In 2025, our FLC segment offered the following services: Construction, Projects & Assets and Environmental Solutions (“Construction Solutions”).
These challenges include enterprise risk management, reputational scrutiny, global expansion, competition from established companies, emerging businesses and technologies, doing business in emerging markets, and new and changing regulatory requirements and legislation.
Our transformation services address challenges related to enterprise risk management, reputational scrutiny, global expansion, competition from established companies, emerging businesses and technologies, doing business in emerging markets, and new and changing regulatory requirements and legislation.
In most cases, equity awards granted by the Company take the form of shares of restricted stock or restricted stock units subject to fixed vesting schedules ranging over two to nine years depending on the dollar value of such awards at grant.
Cash awards generally provide for fixed payments at some future date. In most cases, equity awards granted by the Company take the form of shares of restricted stock or restricted stock units that are subject to fixed vesting schedules ranging over two to nine years, depending on the value of such awards on the grant date.
December 31, December 31, 2024 2024 2023 Offices Countries (1) Billable Headcount Billable Headcount Corporate Finance & Restructuring 72 29 2,286 2,215 Forensic and Litigation Consulting 68 21 1,542 1,447 Economic Consulting 51 24 1,110 1,089 Technology 44 17 714 628 Strategic Communications 43 23 981 971 Total 6,633 6,350 (1) “Countries” include the British Overseas Territories of the Cayman Islands and Virgin Islands Our Reportable Segments The Company is organized into five reportable segments, each of which seeks to be a global leader in its own right by serving as a trusted advisor when our clients are presented with challenging issues and the risks are high.
December 31, December 31, 2025 2025 2024 Offices Countries (1) Billable Headcount Billable Headcount Corporate Finance 71 26 2,297 2,286 Forensic and Litigation Consulting 68 20 1,541 1,542 Economic Consulting 56 24 1,014 1,110 Technology 45 16 662 714 Strategic Communications 44 22 907 981 Total 6,421 6,633 (1) “Countries” include the British Overseas Territories of the Cayman Islands and Virgin Islands 2 Our Reportable Segments The Company is organized into five reportable segments, each of which seeks to be a global leader in its own right by serving as a trusted advisor when our clients are presented with challenging issues and the risks are high.
ITEM 1. BUSINESS Unless otherwise indicated or required by the context, when we use the terms “Company,” “FTI Consulting,” “we,” “us” and “our,” we mean FTI Consulting, Inc., a Maryland corporation, and its consolidated subsidiaries.
ITEM 1. BUSINESS Unless otherwise indicated or required by the context, when we use the terms “Company,” “FTI Consulting,” “we,” “us” and “our,” we mean FTI Consulting, Inc., a Maryland corporation, and its consolidated subsidiaries. Company Overview General FTI Consulting is a leading global expert firm for organizations facing crisis and transformation.
For the year ended December 31, 2024, we derived approximately 64% and 36% of our consolidated revenues from the work of professionals who are assigned to locations inside and outside the U.S., respectively. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, may impact the timing of our revenues across our segments.
For the year ended December 31, 2025, we derived approximately 63% of our revenues from the work of professionals assigned to locations in the U.S. and 37% from the work of professionals assigned to international locations. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, may impact the timing of our revenues across our segments.
In substantially all cases, incentive compensation opportunities are subject to continued employment conditions. The compensation opportunities that we offer differ depending on the professional’s title, level, individual expertise and other qualifications, as well as across the jurisdictions in which we operate.
The compensation opportunities that we offer differ depending on the professional’s title, level, individual expertise and other qualifications, as well as across the jurisdictions in which we operate.
We provide our clients with expert advice and solutions involving transactions, transformation & strategy, turnaround & restructuring, construction, projects, assets & environmental solutions, data & analytics, disputes, healthcare risk management & advisory, risk and investigations, antitrust & competition economics, financial economics, international arbitration, corporate legal department consulting, electronic discovery (or “e-discovery”) services and expertise, information governance, privacy & security services, corporate reputation, financial communications and public affairs.
We provide our clients with expert advice and solutions involving transactions, transformation, 1 turnaround & restructuring, construction, projects, assets & environmental solutions, data & analytics, dispute advisory services, healthcare risk management & advisory, risk & investigations, antitrust & competition economics, financial economics, international arbitration, blockchain & digital assets, information governance, privacy & security, investigations, litigation, M&A, antitrust and competition, corporate reputation, financial communications and public affairs.
The strength of our balance sheet gives us the flexibility to allocate capital and create shareholder value in numerous ways, including investments in organic growth, share repurchases and acquisitions, among other capital allocation vehicles. • Marketing . We rely primarily on our senior professionals to identify and pursue business opportunities.
The strength of our balance sheet gives us the flexibility to allocate capital and create shareholder value in numerous ways, including investments in organic growth, share repurchases and acquisitions, among other capital allocation vehicles. • Strategic Acquisitions . We consider strategic and opportunistic acquisition opportunities on a selective basis.
Management, companies and their boards need outside help to recognize, understand and evaluate such events and effect change, which drives demand for independent expertise that can combine general business acumen with the specialized technical expertise of our service offerings and industry expertise. • Regulatory Complexity, Public Scrutiny and Investigations .
Management, companies and their boards need outside help to recognize, understand and evaluate such events and effect change, which drives demand for independent transformation services that combine functional and technical specialization and industry expertise. • Regulatory Complexity, Public Scrutiny and Investigations . Regulatory complexity, public scrutiny and investigations drive demand for services across all of our segments.
Our key services include the following offerings: • Anti-corruption, Anti-money Laundering, Sanctions and Fraud Investigations • Data Strategy, Governance and Reconciliation • Data Visualization, Process Improvement and Business Intelligence Solutions • Dispute Resolution • Machine Learning and Other AI Solutions • Remediation and Settlement Administration Disputes.
Our key services include the following offerings: • Data Strategy, Governance and Reconciliation • Data Visualization, Process Improvement and Business Intelligence Solutions • Machine Learning and Other Artificial Intelligence (“AI”) Solutions • Remediation and Settlement Administration Dispute Advisory Services.
We believe that a workforce reflecting the diverse identities of our clients and vendors with whom we do business, our stakeholders and the populations of the regions in which we have operations improves the quality of our services, drives employee engagement and retention, attracts top talent and elevates the overall value of our business.
We believe that a workforce reflecting the diverse backgrounds, perspectives and experiences of our clients, vendors, stakeholders, and the communities in which we operate enhances the quality of our services, drives employee engagement and retention, attracts top talent and elevates the overall value of our business. • Talent Development.
We provide courts and tribunals, parties to disputes and their legal counsel clear, reliable and objective advice on matters within our expertise, from discovery and investigation to expert witness testimony and damage quantification in international arbitration and dispute resolution consulting.
We provide courts and tribunals, parties to disputes and their legal counsel clear, reliable and objective advice on matters within our expertise, from discovery and investigation to privileged consulting and expert witness testimony. In addition, we provide graphic demonstratives and associated technology offerings for presentation in evidentiary hearings.
Our broad range of practices and services, the diversity of our revenue streams, our specialized industry expertise and our global reach distinguish us from our competitors. This diversity helps to mitigate the impact of economic cycles, crises, events and changes in a particular practice, industry or country. • Diversified Portfolio of Elite Clients .
This diversity helps to mitigate the impact on our financial results of economic cycles, crises, events and changes in a particular practice, industry or country. • Diversified Portfolio of Elite Clients .
In the case of incentive pay that is subject to vesting or loans that are subject to forgiveness conditions, we generally limit accelerated vesting or loan forgiveness protection to qualifying termination of employment and corporate events.
In the case of incentive pay that is subject to vesting or loans that are subject to forgiveness conditions, we generally limit accelerated vesting or loan forgiveness protection to qualifying termination of employment and corporate events. 12 We also administer other incentive compensation programs that include cash, equity awards, loans or some combination thereof, depending on the jurisdiction in which the participant is employed.
Some service providers are larger than we are and, on certain engagements, may have an advantage over us with respect to one or more competitive factors. Specialty boutiques or smaller local or regional firms, while not offering the range of services we provide, may compete with us on the basis of geographic proximity, specialty services or price.
Specialty boutiques or smaller local or regional firms, while not offering the range of services we provide, may compete with us on the basis of geographic proximity, specialty services or price. In addition, some segments compete in industries subject to significant and rapid innovation.
Our Technology segment primarily competes with consulting and/or software providers specializing in e-discovery, electronically stored information and the management of electronic content. Our Strategic Communications segment competes with large public relations firms, as well as boutique M&A, crisis communications and public affairs firms.
Our Economic Consulting segment primarily competes with individually recognized economists, specialty boutiques and large consulting companies with service offerings similar to ours. Our Technology segment primarily competes with consulting and/or software providers specializing in e-discovery, electronically stored information and the management of electronic content.
In addition, some segments compete in industries subject to significant and rapid innovation. Larger competitors may be able to react more quickly to new regulatory or legal requirements and other changes. Corporate Information Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol FCN.
Larger competitors may be able to react more quickly to new regulatory or legal requirements and other changes. 13 Corporate Information Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol FCN. Our executive offices are located at 555 12 th Street NW, Suite 700, Washington, D.C. 20004. Our telephone number is 202-312-9100.
We report financial results for the following five reportable segments: • Corporate Finance & Restructuring (“Corporate Finance”); • Forensic and Litigation Consulting (“FLC”); • Economic Consulting; • Technology; and 1 • Strategic Communications.
Individually, each of our segments and practices is staffed with experts recognized for the depth of their knowledge and a track record of making an impact. We report financial results for the following five reportable segments: • Corporate Finance; • Forensic and Litigation Consulting (“FLC”); • Economic Consulting; • Technology; and • Strategic Communications.
Loans provide that the principal amount and accrued interest will be forgiven, or repayment will be funded through an additional cash bonus payment, over the passage of time (subject to continued service) ranging from two to nine years. Participants in non-U.S. jurisdictions may receive other forms of compensation under similar programs with substantially equivalent values and subject to comparable conditions.
Forgivable loans provide that the principal amount and accrued interest will be forgiven over a period ranging from two to nine years, subject to continued service. Repayments for repayable loans are funded through an additional cash bonus payment, subject to continued service.
Our professionals help organizations better address risk as the growing volume and variety of enterprise and emerging data intersects with legal, regulatory and compliance needs.
Our professionals help organizations better address risk as the growing volume and variety of enterprise and emerging data intersects with legal, regulatory and compliance needs. We deliver a wide range of expert and AI-powered solutions driven by five core client needs: Blockchain & Digital Assets, Information Governance, Privacy & Security, Investigations, Litigation, and M&A, Antitrust and Competition.
Businesses seek our enterprise transformation services in the normal course when they want expert advice to increase profitability or as a result of crisis-driven situations, competition, regulation, innovation and other events that arise in the course of business.
Businesses seek our enterprise transformation services when they want expert advice and execution in moments of significant change, stress, opportunity and other events that arise in the course of business; where the business model, cost structure, operations, or strategy need to materially shift to sustain or accelerate performance.
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Company Overview General FTI Consulting is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. Individually, each of our segments and practices is staffed with experts recognized for the depth of their knowledge and a track record of making an impact.
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The Company renamed its Corporate Finance & Restructuring segment to Corporate Finance to better align with the segment’s business activities, structure and strategy, as of December 31, 2025. The segment name change did not result in any change to the composition of the segment and has no impact on previously reported financial information.
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Collectively, FTI Consulting offers a comprehensive suite of services designed to assist clients across the business cycle, from proactive risk management to rapid response to unexpected events and dynamic environments.
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Our expert team, comprising data scientists, technologists and lawyers, delivers defensible and proven solutions and is sought out for large-scale, novel and complex matters involving the intersection of AI with the legal landscape, including intellectual property and copyright infringement.
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We deliver a wide range of expert and analytics-powered solutions driven by investigations, litigation, antitrust and competition, M&A, restructuring and compliance and risk through three core offerings: Corporate Legal Department Consulting, E-discovery and Analytics Services and Expertise, and Information Governance, Privacy & Security Services. In 2024, our Technology segment offered the following services: Corporate Legal Department Consulting.
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Our IQ.AI solutions provide clients with access to advanced tools tailored to solve specific client centric needs such as for legal review (IQ.AI for Review), investigations (IQ.AI for Investigations), data breach (IQ.AI for Data Breach), antitrust (IQ.AI for Antitrust), disputes (IQ.AI for Litigation) and contracts (IQ.AI for Contracts).
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We help companies streamline and optimize legal operations through an expert-driven approach leveraging technology and analytics, including the following offerings: • Advisory on Governance, Policy, Standards and Execution • Advisory on Operational Efficiencies • Contract Services 6 • Legal Technology Selection and Implementation • Subscriptions and Managed Services E-discovery and Analytics Services and Expertise.
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In 2025, our Technology segment offered the following solutions: Blockchain & Digital Assets.
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We provide services that help companies more efficiently manage complex and evolving data collection and discovery amid a rapidly evolving landscape of new data sources and types, including the following offerings: • AI & Data Analytics • Analytics Research • Cryptocurrency Disputes and Investigations • Digital Assets and Blockchain Advisory Services • E-discovery and Data Compliance Management • E-discovery Managed Services • Emerging Data Sources Discovery and Governance • Investigations and Digital Forensics • Managed Document Review and Production • M&A-related Second Requests Information Governance, Privacy & Security Services.
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We provide solutions that help companies innovate using blockchain technology and digital assets, while mitigating risks and meeting compliance obligations, including the following offerings: • Blockchain Managed Services • Cryptocurrency and Digital Asset Regulatory Compliance • Cryptocurrency Disputes and Investigations • Decentralized Due Diligence • Digital Asset Expert Services and Investigations • Enterprise Blockchain Innovation Information Governance, Privacy & Security.
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During 2024, awards and recognitions received by the Company include the following: • FTI Consulting and subsidiary Compass Lexecon led the Lexology Index (formerly Who’s Who Legal) Arbitration: Expert Witnesses list for the 15th consecutive year with 75 experts recognized, including 12 professionals identified as Future Leaders in Arbitration. • FTI Consulting recognized as Consulting Firm of the Year by Lexology Index for the eighth consecutive year. • FTI Consulting named to Forbes magazine’s list of the World’s Best Management Consulting Firms for the third consecutive year, recognized in 13 sectors and functional areas. • FTI Consulting ranked #1 U.S.
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We assist organizations in a range of high-stakes investigations, including fraud, bribery, IP theft, antitrust violations, workplace misconduct and white-collar crime. These matters often extend across international borders and require unique processes and expertise for uncovering evidence. Offerings include: • Digital Forensics & Collection • E-Discovery • Emerging Data Solutions • Expert Witness Testimony • Find Facts Fast Solutions Litigation.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, the adoption and deployment of AI, machine learning and other new and emerging technologies by 17 competitors more rapidly or successfully than we do could materially adversely affect our competitive position and financial results. New technologies, such as AI and machine learning, continue to evolve and as a result risks continue to be unknown or uncertain.
Biggest changeIn addition, AI and other technologies that are open source and available for no or low cost could result in low barriers to development and utilization, and additional competition from third parties, and the adoption and deployment of AI and other new and emerging technologies by competitors more rapidly or successfully than we do could materially adversely affect our competitive position and financial results.
These include: (i) fluctuations in U.S. and/or global economies, including economic downturns or recessions and the strength and rate of any general economic recoveries; (ii) the U.S. or global financial markets and the availability, costs, and terms of credit and credit modifications, including interest levels and inflationary pressures; (iii) level of leverage incurred by countries or businesses; (iv) M&A activity; (v) frequency and complexity of significant commercial litigation; (vi) overexpansion by businesses causing financial difficulties; (vii) business and management crises, including the occurrence of alleged fraudulent or illegal activities and practices; (viii) new and complex laws and regulations, repeals of existing laws and regulations or changes of enforcement of laws, rules and regulations, including antitrust/competition reviews of proposed M&A transactions; (ix) other economic, geographic or political factors, including wars and other geopolitical conflicts; (x) widespread public health crises, including epidemics and pandemics and government restrictions or regulations enacted in response thereto, or employees’ refusal to adhere to such restrictions; and (xi) general business or other conditions in the U.S. and other jurisdictions in which we conduct business or our employee population resides.
These include: (i) fluctuations in U.S. and/or global economies, including economic downturns or recessions and the strength and rate of any general economic recoveries; (ii) the U.S. or global financial markets and the availability, costs, and terms of credit and credit modifications, including interest rate levels and inflationary pressures; (iii) level of leverage incurred by countries or businesses; (iv) M&A activity; (v) frequency and complexity of significant commercial litigation; (vi) overexpansion by businesses causing financial difficulties; (vii) business and management crises, including the occurrence of alleged fraudulent or illegal activities and practices; (viii) new and complex laws and regulations, repeals of existing laws and regulations or changes of enforcement of laws, rules and regulations, including antitrust/competition reviews of proposed M&A transactions; (ix) other economic, geographic or political factors, including wars and other geopolitical conflicts; (x) widespread public health crises, including epidemics and pandemics and government restrictions or regulations enacted in response thereto, or employees’ refusal to adhere to such restrictions; and (xi) general business or other conditions in the U.S. and other jurisdictions in which we conduct business or our employee population resides.
Our segments may face risks of fee non-payment, clients may seek to renegotiate existing fees and contract arrangements, and may not accept billable rate or price increases, which could result in loss of engagements, fee write-offs, reduced revenues and less profitable business.
Our segments may face risks of fee non-payment, and clients may seek to renegotiate existing fees and contract arrangements and may not accept billable rate or price increases, which could result in loss of engagements, fee write-offs, reduced revenues and less profitable business.
That is a trend that we see continuing and that has contributed and in the future is likely to continue to contribute to increased costs of operations and, in some cases, lower operating margins.
That is a trend that we see continuing and that has contributed to and in the future is likely to continue to contribute to increased costs of operations and, in some cases, lower operating margins.
Any failure to comply with U.S. federal and state and international laws and regulations or court decisions, or to meet the evolving expectations of our investors, other stakeholders and interested parties, and the media (including social media), could result in legal or regulatory proceedings against us, increased adverse public scrutiny, client dissatisfaction, reputational harm, employee disenfranchisement, increased employee turnover and other challenges in retaining, recruiting and hiring employees, which may give rise to damages or penalties, and materially adversely affect our business, financial results and stock performance.
Any failure to comply with U.S. federal and state and international laws and regulations or court decisions, or to meet the evolving and disparate expectations of our investors, other stakeholders and interested parties, and the media (including social media), could result in legal or regulatory proceedings against us, increased adverse public scrutiny, client dissatisfaction, reputational harm, employee disenfranchisement, increased employee turnover and other challenges in retaining, recruiting and hiring employees, which may give rise to damages or penalties, and materially adversely affect our business, financial results and stock performance.
In addition, our Economic Consulting segment has contracts with select economists or professionals that provide for compensation equal to a percentage of such individual’s annual collected client fees plus a percentage of the annual fees generated by junior professionals working on engagements managed by such professionals, which results in compensation expenses for that segment being a higher percentage of segment revenues and Adjusted Segment EBITDA than the 22 compensation paid by other segments.
In addition, our Economic Consulting segment has contracts with select economists or professionals that provide for compensation equal to a percentage of such individual’s annual collected client fees plus a percentage of the annual fees generated by junior professionals working on engagements managed by such professionals, which results in compensation expenses for that segment being a higher percentage of segment revenues and Adjusted Segment EBITDA than the compensation paid by other segments.
Any significant compromise of the security of our information technology systems leading to theft or misuse of our own or our clients’ proprietary or confidential information, or the public disclosure or use of such information by others, could result in losses, damages or penalties, third-party claims, reputational harm and the loss of clients and other adverse business consequences, which could negatively impact our financial results or financial condition.
Any significant compromise of the security of our information technology systems leading to theft or misuse of our own or our clients’ proprietary or confidential information, or the public disclosure or use of such information by others, could result in losses, damages or penalties, third-party claims, reputational 21 harm and the loss of clients and other adverse business consequences, which could negatively impact our financial results or financial condition.
We are subject to and routinely face cyber-based attacks and attempts by hackers and similar unauthorized users to gain access to or corrupt our information technology systems. Such attacks, if successful, could harm our overall professional reputation, disrupt our business operations, cause us to incur unanticipated losses or expenses, and result in unauthorized disclosures of 18 confidential or proprietary information.
We are subject to and routinely face cyber-based attacks and attempts by hackers and similar unauthorized users to gain access to or corrupt our information technology systems. Such attacks, if successful, could harm our overall professional reputation, disrupt our business operations, cause us to incur unanticipated losses or expenses, and result in unauthorized disclosures of confidential or proprietary information.
Our senior secured bank revolving credit facility (“Credit Facility”), or our other indebtedness outstanding from time to time, contains or may contain operating covenants that may, subject to exceptions, limit our ability and the ability of our subsidiaries to, among other things: (i) create, incur or assume certain liens; (ii) make certain restricted payments, investments and loans; (iii) create, incur or assume additional indebtedness or guarantees; (iv) create restrictions on the payment of dividends or other distributions to us from our restricted subsidiaries; (v) engage in M&A transactions, consolidations, sale-leasebacks, joint ventures, and asset and security sales and dispositions; (vi) pay dividends or redeem or repurchase our capital stock; (vii) alter the business that we and our subsidiaries conduct; (viii) engage in certain transactions with affiliates; (ix) modify the terms of certain indebtedness; (x) prepay, redeem or purchase certain indebtedness; and (xi) make material changes to accounting and reporting practices.
Our senior unsecured bank revolving credit facility (“Credit Facility”), or our other indebtedness outstanding from time to time, contains or may contain operating covenants that may, subject to exceptions, limit our ability and the ability of our subsidiaries to, among other things: (i) create, incur or assume certain liens; (ii) make certain restricted payments, investments and loans; (iii) create, incur or assume additional indebtedness or guarantees; (iv) create restrictions on the payment of dividends or other distributions to us from our restricted subsidiaries; (v) engage in M&A transactions, consolidations, sale-leasebacks, joint ventures, and asset and security sales and dispositions; (vi) pay dividends or redeem or repurchase our capital stock; (vii) alter the business that we and our subsidiaries conduct; (viii) engage in certain transactions with affiliates; (ix) modify the terms of certain indebtedness; (x) prepay, redeem or purchase certain indebtedness; and (xi) make material changes to accounting and reporting practices.
Acquisitions also may involve a number of special financial, business and operational risks, such as: (i) difficulties in integrating diverse corporate cultures and management styles; (ii) disparate policies and practices; (iii) client relationship issues; (iv) decreased utilization during the integration process; (v) loss of key existing or acquired personnel; (vi) increased costs to improve or coordinate managerial, operational, financial and administrative systems; (vii) dilutive issuances of equity securities, including convertible debt securities, to finance acquisitions; (viii) the assumption of legal liabilities; (ix) future earn-out payments or other price adjustments; (x) potential future write-offs relating to the impairment of goodwill or other acquired intangible assets or the revaluation of assets; (xi) difficulty or inability to collect receivables; and (xii) undisclosed liabilities.
Acquisitions also may involve a number of special financial, business and operational risks, such as: (i) difficulties in integrating differing corporate cultures and management styles; (ii) disparate policies and practices; (iii) client relationship issues; (iv) decreased utilization during the integration process; (v) loss of key existing or acquired personnel; (vi) increased costs to improve or coordinate managerial, operational, financial and administrative systems; (vii) dilutive issuances of equity securities, including convertible debt securities, to finance acquisitions; (viii) the assumption of legal liabilities; (ix) future earn-out payments or other price adjustments; (x) potential future write-offs relating to the impairment of goodwill or other acquired intangible assets or the revaluation of assets; (xi) difficulty or inability to collect receivables; and (xii) undisclosed liabilities.
Certain activities may be carved out of, or otherwise may not be prohibited by, these 25 arrangements. We cannot assure that one or more of the parties from whom we acquire a business or assets, or who do not join us or leave our employment, will not compete with us or solicit our employees or clients in the future.
Certain activities may be carved out of, or otherwise may not be prohibited by, these arrangements. We cannot assure that one or more of the parties from whom we acquire a business or assets, or who do not join us or leave our employment, will not compete with us or solicit our employees or clients in the future.
If our Technology segment is unable to license or otherwise use competitively innovative or technologically advanced software and products to provide our services, we could be unable to retain clients, grow our business and capitalize on market opportunities, which would adversely affect our operating margins and financial results, competitive position and reputation.
If our 18 Technology segment is unable to license or otherwise use competitively innovative or technologically advanced software and products to provide our services, we could be unable to retain clients, grow our business and capitalize on market opportunities, which would adversely affect our operating margins and financial results, competitive position and reputation.
In connection with our acquisitions, we generally obtain non-solicitation agreements from the professionals we hire, as well as non-competition agreements from senior managers and professionals. The agreements prohibit such individuals from competing with us during the term of their employment and for a fixed period afterward and from seeking to solicit our employees or clients.
In connection with our acquisitions, we generally obtain non-solicitation agreements from the professionals we hire, as well as non-competition agreements from senior managers and professionals. The agreements prohibit such individuals from 25 competing with us during the term of their employment and for a fixed period afterward and from seeking to solicit our employees or clients.
Although we believe we maintain an appropriate amount of insurance, it is limited. Damages and/or expenses resulting from any successful claim against us, for indemnity or otherwise, in excess of the amount of insurance coverage will be borne directly by us and could harm our profitability and financial resources.
Although we believe we maintain an appropriate amount of insurance, it is limited. Damages and/or expenses 24 resulting from any successful claim against us, for indemnity or otherwise, in excess of the amount of insurance coverage will be borne directly by us and could harm our profitability and financial resources.
We believe that a workforce that reflects the myriad identities of our clients and vendors with whom we do business, our stakeholders and the populations of the regions in which we have operations results in best in class advice to our clients, improves the quality of our 23 services, promotes employee satisfaction and retention, and increases the overall value of our business.
We believe that a workforce that reflects the myriad identities of our clients and vendors with whom we do business, our stakeholders and the populations of the regions in which we have operations results in best in class advice to our clients, improves the quality of our services, promotes employee satisfaction and retention, and increases the overall value of our business.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures or to sell assets, seek additional capital, or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures or to sell assets, seek additional capital, or restructure or refinance our indebtedness. These alternative measures may not be 27 successful and may not permit us to meet our scheduled debt service obligations.
Such charges have had and could have a material adverse impact on our results of operations. We are exposed to certain physical and regulatory risks related to climate change, which could adversely affect our business, financial condition and results of operations.
Such charges have had and could have a material adverse impact on our results of operations. 20 We are exposed to certain physical and regulatory risks related to climate change, which could adversely affect our business, financial condition and results of operations.
Our Technology segment faces certain risks, including (i) industry consolidation and a highly competitive environment, (ii) downward pricing pressure, (iii) data breach, (iv) technology changes and obsolescence, including AI and machine learning, and (v) failure to protect intellectual property (“IP”) used by the segment, which individually or together could cause the financial results and prospects of this segment and the Company to decline.
Our Technology segment faces certain risks, including (i) industry consolidation and a highly competitive environment, (ii) downward pricing pressure, (iii) data breaches, (iv) technology changes and obsolescence, including AI and machine learning, and (v) failure to protect intellectual property (“IP”) used by the segment, which individually or together could cause the financial results and prospects of this segment and the Company to decline.
As of December 31, 2024, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us, including our business strategy, results of operations or financial condition, or that we believe are reasonably likely to have such an effect over the long term.
As of December 31, 2025, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us, including our business strategy, results of operations or financial condition, or that we believe are reasonably likely to have such an effect over the long term.
Such professionals will often pursue other business and professional opportunities and may compete with the Company for clients and/or employees. These situations have increased, and we expect that they will continue into the future to increase, our costs to retain other professionals at the Company and impact our ability to retain existing clients and win new engagements.
Such professionals will often pursue other business and professional opportunities and may compete with the Company for clients and/or employees. These situations have increased, and we expect that they will continue in the future to increase, our costs to retain other professionals at the Company and impact our ability to retain existing clients and win new engagements.
There is no assurance that we will not incur losses related to cyber incidents or malicious data breach from external or internal sources in the future. Our Technology segment also relies on the IP rights we license from third parties.
There is no assurance that we will not incur losses related to cyber incidents or malicious data breaches from external or internal sources in the future. Our Technology segment also relies on the IP rights we license from third parties.
There is no assurance we will enter into new or extend existing employment agreements with professionals subject to written employment agreements. We monitor contract expirations carefully to commence dialogues with professionals regarding their employment in advance of the actual contract expiration dates.
There is no assurance we will be able to enter into new or extend existing employment agreements with professionals subject to written employment agreements. We monitor contract expirations carefully to commence dialogues with professionals regarding their employment in advance of the actual contract expiration dates.
Technology — The settlement of litigation; a decline in volume and complexity of litigation proceedings and governmental investigations; a decline in volume and the timing of M&A activities and reduced or less aggressive enforcement of antitrust and competition regulations; the more rapid and successful integration of new and emerging technologies in client offerings, such as AI or machine learning, by competitors, or the availability and engagement of independent consultants, which this segment, more than our other segments, relies on for staffing e-discovery and certain other types of client engagements.
Technology — The settlement of litigation; a decline in volume and complexity of litigation proceedings and governmental investigations; a decline in volume and the timing of M&A activities and reduced or less aggressive enforcement of antitrust and competition regulations; the more rapid and successful integration of new and emerging technologies in client offerings, such as artificial intelligence (“AI”) or machine learning, by competitors, or the availability and engagement of independent consultants, which this segment, more than our other segments, relies on for staffing e-discovery and certain other types of client engagements.
We experience fluctuations in our annual and quarterly financial results, including revenues, operating income and earnings per share, for reasons that include: (i) the types and complexity, number, size, timing and duration of client engagements; (ii) the timing of revenues; (iii) the utilization of billable professionals, including the ability to adjust staffing levels up or down to accommodate the business and prospects of the applicable segment and practice; (iv) the number of new hires, their compensation and the time it takes before a new hire becomes profitable; (v) the departure of professionals in the ordinary course of business; (vi) the geographic locations of our clients or the locations where services are rendered; (vii) billing rates and fee arrangements, including the opportunity and ability to successfully reach milestones, and complete engagements and collect success fees and other outcome-contingent or performance-based fees; (viii) the length of billing and collection cycles and changes in amounts that may become uncollectible; (ix) changes in the frequency and complexity of government regulatory and enforcement activities; (x) business and asset acquisitions; (xi) fluctuations in the exchange rates of various currencies against the U.S. dollar; (xii) wage and cost increases; and (xiii) other economic factors beyond our control.
We experience fluctuations in our annual and quarterly financial results, including revenues, operating income and earnings per share, for reasons that include: (i) the types and complexity, number, size, timing and duration of client engagements; (ii) the timing of revenues; (iii) the utilization of billable professionals, including the ability to adjust staffing levels up or down to accommodate the business and prospects of the applicable segment and practice; (iv) the number of new hires, their compensation and the time it takes before a new hire becomes profitable; (v) the departure of professionals in the ordinary course of business; (vi) the geographic locations of our clients or the locations where services are rendered; (vii) billing rates and fee arrangements, including the opportunity and ability to successfully reach milestones, and complete engagements and collect success fees and other outcome-contingent or performance-based fees; (viii) the length of billing and collection cycles and changes in amounts that may become uncollectible; (ix) changes in the frequency and complexity of government regulatory and enforcement activities; (x) business and asset acquisitions; (xi) fluctuations in the exchange rates of various currencies against the U.S. dollar; (xii) wage and cost increases; and (xiii) other economic factors beyond our control. 15 The results of different segments and practices may be affected differently by the above factors.
Our operations involve financial and business risks that differ among the U.S. and the different foreign jurisdictions in which we operate including: (i) cultural and language differences; (ii) various levels of FTI Consulting “brand” recognition; (iii) different employment laws and rules, employment or service contracts, compensation methods, and social and cultural factors that could result in employee turnover, lower utilization rates, higher costs and cyclical fluctuations in utilization that could adversely affect financial and operating results; (iv) foreign currency disruptions and currency fluctuations between the U.S. dollar and foreign currencies that could adversely affect financial and operating results; (v) differing legal and regulatory requirements and other barriers to conducting business; (vi) difficulties resolving the collection of receivables when legal proceedings are necessary; (vii) difficulties in managing our non-U.S. operations, including client relationships, in certain locations; (viii) disparate systems, policies, procedures and processes; (ix) failure to comply with the FCPA and anti-bribery laws of other jurisdictions; (x) higher operating costs; (xi) longer sales and/or collections cycles; (xii) potential restrictions or adverse tax consequences resulting from the repatriation of foreign earnings, such as trapped foreign losses and importation or withholding taxes; (xiii) different or less stable political and/or economic environments; (xiv) wars and other geopolitical conflicts; (xv) conflicts between and among the U.S. and countries in which we conduct business, including those arising from trade disputes or disruptions, the termination or suspension of treaties, or boycotts; (xvi) civil disturbances or other catastrophic events that reduce business activity; (xvii) political interference with our ability to conduct business in the applicable jurisdiction; (xviii) impact of public health crises, including varying governmental responses and requirements, client impacts and travel restrictions; (xix) failure to achieve or maintain a diverse workforce or otherwise meet evolving governmental or client-related standards and requirements pertaining to ESG-related issues; and (xx) physical risks associated with climate change, including rising temperatures, severe storms, energy disruptions, fires or wildfires, flooding and rising sea levels, among others.
Our operations involve financial and business risks that differ among the U.S. and the different foreign jurisdictions in which we operate including: (i) cultural and language differences; (ii) various levels of FTI Consulting “brand” recognition; (iii) different employment laws and rules, employment or service contracts, compensation methods, and social and cultural factors that could result in employee turnover, lower utilization rates, higher costs and cyclical fluctuations in utilization that could adversely affect financial and operating results; (iv) foreign currency disruptions and currency fluctuations between the U.S. dollar and foreign currencies that could adversely affect financial and operating results; (v) differing legal and regulatory requirements and other barriers to conducting business; (vi) difficulties resolving the collection of receivables when legal proceedings are necessary; (vii) difficulties in managing our non-U.S. operations, including client relationships, in certain locations; (viii) disparate systems, policies, procedures and processes; (ix) failure to comply with the Foreign Corrupt Practices Act and anti-bribery laws of other jurisdictions; (x) higher operating costs; (xi) longer sales and/or collections cycles; (xii) potential restrictions or adverse tax consequences resulting from the repatriation of foreign earnings, such as trapped foreign losses and importation or withholding taxes; (xiii) different or less stable political and/or economic environments; (xiv) wars 19 and other geopolitical conflicts; (xv) conflicts between and among the U.S. and countries in which we conduct business, including those arising from trade disputes or disruptions, the termination or suspension of treaties, or boycotts; (xvi) civil disturbances or other catastrophic events that reduce business activity; (xvii) political interference with our ability to conduct business in the applicable jurisdiction; (xviii) impact of public health crises, including varying governmental responses and requirements, client impacts and travel restrictions; (xix) failure to meet evolving governmental or client-related standards and requirements pertaining to sustainability and corporate responsibility-related issues; and (xx) physical risks associated with climate change, including rising temperatures, severe storms, energy disruptions, fires or wildfires, flooding and rising sea levels, among others.
In addition to the risks discussed below and elsewhere in this Annual Report, other risks and uncertainties not currently known to us or that we currently consider immaterial could, in the future, materially and adversely affect our business, prospects, financial condition and financial results.
In addition to the risks, uncertainties and factors discussed below and elsewhere in this Annual Report, other risks, uncertainties and factors not currently known to us or that we currently consider immaterial could, in the future, materially and adversely affect our business, prospects, financial condition, financial results, cash flows and liquidity.
Some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future.
Some of the risks, uncertainties and factors discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the risks, uncertainties or factors have occurred in the past, and instead reflect our beliefs and opinions as to the risks, uncertainties and factors that could materially and adversely affect us in the future.
Our professionals have highly specialized skills. They also develop strong bonds with the clients they serve, which is a critical element in obtaining and maintaining client engagements. Our continued success depends upon our ability to attract and retain professionals who have expertise, a good reputation and client relationships critical to maintaining and developing our business.
They also develop strong bonds with the clients they serve, which is a critical element in obtaining and maintaining client engagements. Our continued success depends upon our ability to attract and retain professionals who have expertise, good reputations and client relationships critical to maintaining and developing our business.
Due to the global nature of our business, we are exposed to a variety of physical risks related to climate change, including extreme temperatures, severe storms, energy disruptions, fires or wildfires, floods and rising sea levels, among others, all of which are beyond our control.
Due to the global nature of our business, we are exposed to a variety of physical risks that may be exacerbated by climate change, including extreme temperatures, severe storms, energy disruptions, fires or wildfires, floods and rising sea levels, among others, all of which are beyond our control.
We may provide forgivable or other types of loans under our incentive compensation programs, or to new hires and professionals who join us in connection with acquisitions, as well as to select current employees and other professionals on a case-by-case basis. The aggregate amount of loans to professionals is significant. We expect to continue issuing unsecured general recourse forgivable loans.
We may provide forgivable or other types of loans under our incentive compensation programs, or to new hires and professionals who join us in connection with acquisitions, as well as to select current employees 22 and other professionals on a case-by-case basis. The aggregate amount of loans to professionals is significant.
ITEM 1A. RISK FACTORS All of the following risks could materially and adversely affect our business, prospects, financial condition and results of operations.
ITEM 1A. RISK FACTORS All of the following risks, uncertainties and factors could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and liquidity.
While we follow internal practices to assess real and potential issues in the relationships between and among our clients, engagements, segments, practices and professionals, such concerns cannot always be avoided. For example, we generally will not represent parties adverse to each other in the same matter.
Such decisions may negatively impact our revenues, growth and financial results. While we follow internal practices to assess real and potential issues in the relationships between and among our clients, engagements, segments, practices and professionals, such concerns cannot always be avoided. For example, we generally will not represent parties adverse to each other in the same matter.
As a result, the benefits and risks of adopting and implementing new and emerging technologies, such as AI and machine learning in their many forms, necessitates, in most cases, our review and analysis of such technology and its risks and benefits on a service-by-service basis.
The benefits and risks of adopting and implementing new and emerging technologies, such as AI, necessitates, in most cases, our review and analysis of such technology and its risks and benefits on a service-by-service basis.
There is no assurance that (i) we can successfully develop and deploy AI or other technologies in our business, (ii) such technologies will improve and enhance our services, operations or profitability, (iii) clients will accept the incorporation of such technology in our services, (iv) we can successfully market the use of these technologies to prospective clients, (vi) we can hire and retain staff with the required specialized knowledge and skills to utilize these technologies, (vi) new cybersecurity and other threats and incidents will not arise, (vii) we can identify, mitigate or recover from cybersecurity or other adverse events that occur, (viii) we can protect and maintain the privacy of our employees and confidential and proprietary information, (ix) governmental regulation will be adopted and what such requirements will be, (x) material additional monetary and time expenditures will not be required, (xi) we can pass on costs of such technologies to clients, (xii) we can integrate other technologies we use with AI, or (xiii) AI and machine learning and other new technologies will not result in significant legal and other liabilities, challenges, regulatory or operational issues, and ethical or other dilemmas.
There is no assurance that (i) we can successfully develop, integrate and deploy AI or other technologies in our business, (ii) such technologies will improve and enhance our services, operations or profitability, (iii) clients will accept the incorporation of such technology in our services, (iv) we can successfully market the use of these technologies to prospective clients, (v) we can hire and retain staff with the required specialized knowledge and skills to utilize these technologies, (vi) new or heightened cybersecurity, data protection or other operational risks will not arise, (vii) we can identify, mitigate or recover from cybersecurity incidents or other adverse events that occur, (viii) we can protect and maintain the privacy of our employees and safeguard confidential and proprietary information, (ix) new laws, regulations or regulatory interpretations will not be adopted, or that compliance with any such requirements will not be burdensome, (x) material additional monetary and time expenditures will not be required, (xi) we can pass on costs of such technologies to clients, (xii) AI and other emerging technologies will be compatible with our existing systems and technologies, or (xiii) AI and other new technologies will not result in significant legal and other liabilities, challenges, regulatory, reputational or operational issues, and ethical or other dilemmas.
We deliver sophisticated professional services to our clients. Our success and future growth is dependent, in large part, on our ability to keep our supply of skills and human resources in balance with client demand around the world. To attract and retain clients, we need to demonstrate professional acumen and build trust and strong relationships.
Our success and future growth are dependent, in large part, on our ability to keep our supply of skills and human resources in balance with client demand around the world. To attract and retain clients, we need to demonstrate professional acumen and build trust and strong relationships. Our professionals have highly specialized skills.
From time to time we decide that we cannot or should not accept an engagement from an existing or prospective client or represent multiple clients in connection with the same or competitive engagements. In addition, upon occasion, we decide that we should or must resign from a client engagement. Such decisions may negatively impact our revenues, growth and financial results.
From time to time we may decide that we cannot or should not accept an engagement from an existing or prospective client or represent multiple clients in connection with the same or competitive engagements. In addition, on occasion, we may decide that we should or must resign from a client engagement.
The results of different segments and practices may be affected differently by the above factors. Certain of our practices, particularly our restructuring practice, tend to experience their highest demand during periods when market and/or industry 15 conditions are less favorable for many businesses.
Certain of our practices, particularly our restructuring practice, tend to experience their highest demand during periods when market and/or industry conditions are less favorable for many businesses.
On the other hand, those same factors may cause one or more of our other segments and practices, such as our antitrust & competition practice in Economic Consulting, to experience reduced demand.
On the other hand, those same factors may cause one or more of our other segments and practices, such as our M&A-related “second request” services in Technology, to experience reduced demand.
FLC — The settlement of litigation; less frequent instances of significant mismanagement, fraud, wrongdoing or other business problems that could result in fewer or less complex business engagements; fewer and less complex legal disputes; fewer class action suits; the timing of the completion of engagements; less government regulation, less government enforcement activity, and fewer regulatory investigations; and the timing of government investigations and litigation. 16 Economic Consulting — Fewer, smaller and less complex M&A activity; less capital markets activity or fewer complex transactions; a reduced number of regulatory filings and less litigation, reduced or less aggressive antitrust and competition regulation or enforcement; fewer government investigations and proceedings; and the timing of client utilization of our services.
FLC — The settlement of litigation; less frequent instances of significant mismanagement, fraud, wrongdoing or other business problems that could result in fewer or less complex business engagements; fewer and less complex legal disputes; 16 fewer class action suits; the timing of the completion of engagements; less government regulation, less government enforcement activity, and fewer regulatory investigations; and the timing of government investigations and litigation.
Any claim by a client or third-party against us could expose us to reputational issues that adversely affect our ability to attract new or maintain existing engagements or clients or qualified professionals or other employees, consultants or contractors. 24 Our clients may terminate our engagements with little or no notice and without penalty, which may result in unexpected declines in our utilization and revenues.
Any claim by a client or third-party against us could expose us to reputational issues that adversely affect our ability to attract new or maintain existing engagements or clients or qualified professionals or other employees, consultants or contractors.
If we are not able to quickly adapt to or effectively manage our operations in the geographic markets in which we conduct business, our business prospects and results of operations could be negatively impacted. 19 Failure to comply with governmental, regulatory and legal requirements or with our company-wide Code of Ethics and Business Conduct, Anti-Corruption Policy, Policy on Inside Information and Insider Trading, and other policies could lead to governmental or legal proceedings that could expose us to significant liabilities and damage our reputation.
Failure to comply with governmental, regulatory and legal requirements or with our Company-wide Code of Ethics and Business Conduct, Anti-Corruption Policy, Policy on Inside Information and Insider Trading, and other policies could lead to governmental or legal proceedings that could expose us to significant liabilities and damage our reputation.
Risks relating to claims or litigation relating to breach of applicable restrictive covenants by such new hires may result in the Company being subject to monetary damages, which could be significant, and could delay or restrict the ability of such new hires to provide services as employees of the Company.
Risks relating to claims or litigation relating to breach of applicable restrictive covenants by such new hires may result in the Company being subject to monetary damages, which could be significant, and could delay or restrict the ability of such new hires to provide services as employees of the Company. 26 We may have different systems of governance and management from a company we acquire or its parent, which could cause professionals who join us from an acquired company to leave us.
Numerous countries have also begun proposing climate-reporting frameworks 20 aligned with the International Sustainability Standards Board standards. The threats from environmental events could adversely impact our ability to maintain business continuity, and could impair access to our leased office space in affected geographies and the integrity of our information technology systems.
The threats from environmental events could adversely impact our ability to maintain business continuity, and could impair access to our leased office space in affected geographies and the integrity of our information technology systems.
Accordingly, there may be times we may decide not to pursue legal action, even if it is available. If we do decide to pursue legal action, we will incur additional costs as a result of such action.
Accordingly, there may be times we may decide not to pursue legal action, even if it is available.
If we default on any guaranteed indebtedness, our U.S. subsidiaries that are guarantors could be required to make payments under their guarantees, and the lenders under our Credit Facility could foreclose on certain of our U.S. subsidiaries’ assets to satisfy unpaid obligations, which could materially adversely affect our business and financial results.
Future wholly-owned U.S. subsidiaries, subject to certain exclusions, will be required to provide similar guarantees. If we default on any guaranteed indebtedness, our U.S. subsidiaries that are guarantors could be required to make payments under their guarantees, which could materially adversely affect our business and financial results.
If we violate any applicable covenants and are unable to obtain waivers, our agreements governing our indebtedness or other applicable agreement could be declared in default and could be accelerated, which could permit, in the case of secured debt, the lenders to foreclose on our assets securing the debt thereunder.
Additionally, failure to attain or maintain certain credit ratings could result in our being required to secure the Credit Facility by the assets of substantially all of our wholly-owned U.S. subsidiaries. rIf we violate any applicable covenants and are unable to obtain waivers, our agreements governing our indebtedness or other applicable agreement could be declared in default and could be accelerated, which could permit, in the case of secured debt, the lenders to foreclose on our assets securing the debt thereunder.
Typically, our engagement letters permit clients to terminate our services at any time without penalty. In addition, our business involves large client engagements that we staff with a substantial number of professionals. At any time, one or more client engagements may represent a significant portion of a segment’s revenues.
The engagement letters that we typically enter into with clients do not obligate them to continue to use our services. Typically, our engagement letters permit clients to terminate our services at any time without penalty. In addition, our business involves large client engagements that we staff with a substantial number of professionals.
Our segments and practices could suffer competitive, reputational and business harm or increased liability arising from the rapid introduction, deployment, evolution and use of new technologies, including AI and machine learning. Our services are extremely complicated and differ materially among our segment and practice offerings.
Our segments and practices could suffer competitive, reputational and business harm or increased liability or legal or regulatory action arising from the rapid introduction, integration, deployment, evolution and use of new technologies, including AI.
There is increased regulation as well as focus from governmental organizations, and our investors, clients and employees, as well as other stakeholders and the media (including social media), on environmental- and sustainability-related issues. Governments and regulators around the world are increasingly enacting laws and regulations regarding climate change.
There has also been increased regulation as well as focus from governmental organizations, and our investors, clients and employees, as well as other stakeholders and the media (including social media), on environmental- and sustainability-related issues.
Our variable rate indebtedness will subject us to interest rate risk, which could cause our annual debt service obligations to increase significantly. Borrowings under our Credit Facility will be at variable rates of interest, including for U.S.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our annual debt service obligations to increase significantly. Borrowings under our Credit Facility bear variable rates of interest, including for U.S. Dollar borrowings at the Secured Overnight Financing Rate and, for borrowings in British Pounds, the Sterling Overnight Index Average, which expose us to interest rate risk.
Our failure to achieve and maintain an inclusive workforce may impair our ability to attract and retain qualified employees, win and maintain clients, or attract investment, which could have a material adverse effect on our business and financial results, as well as reputational harm. As a global company, our talent and retention initiatives are designed to create an inclusive workforce.
If we do decide to pursue legal action, we will incur additional costs as a result of such action. 23 Our failure to achieve and maintain an inclusive workforce may impair our ability to attract and retain qualified employees, win and maintain clients, or attract investment, which could have a material adverse effect on our business and financial results, as well as reputational harm.
Dollar borrowings at the Secured Overnight Financing Rate and, for borrowings in British Pound, the Sterling Overnight Index Average, which expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our cash flows could be adversely affected.
If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our cash flows could be adversely affected.
The loss of key professionals may harm our business and financial results and cause us not to realize the anticipated benefits of the acquisition. 26 Risks Related to Our Indebtedness Our leverage could adversely affect our financial condition or operating flexibility if the Company fails to comply with operating covenants under applicable debt instruments.
Risks Related to Our Indebtedness Our leverage could adversely affect our financial condition or operating flexibility if the Company fails to comply with operating covenants under applicable debt instruments.
In some cases, different management practices and policies may lead to workplace dissatisfaction on the part of professionals who join our Company. Some professionals may choose not to join our Company or leave after joining us. Existing professionals may leave us as well.
Our governance and management policies and practices will not mirror the policies and practices of an acquired company or its parent. In some cases, different management practices and policies may lead to workplace dissatisfaction on the part of professionals who join our Company following an acquisition.
Our engagements center on transactions, disputes, litigation and other event-driven occurrences that require independent analysis or expert services. Transactions may be postponed or canceled, litigation may be settled or dismissed, and disputes may be resolved, in each case with little or no prior notice to us.
Our clients may terminate our engagements with little or no notice and without penalty, which may result in unexpected declines in our utilization and revenues. Our engagements center on transactions, disputes, litigation and other event-driven occurrences that require independent analysis or expert services.
Furthermore, if any rating agency changes our credit rating or outlook, our debt and equity securities could be negatively affected, which could adversely affect our financial condition and financial results. 27 Our Credit Facility is guaranteed by substantially all of our wholly-owned domestic subsidiaries and will be required to be guaranteed by future wholly-owned domestic subsidiaries, including those that join us in connection with acquisitions.
Our Credit Facility is guaranteed by substantially all of our wholly-owned domestic subsidiaries and will be required to be guaranteed by future wholly-owned domestic subsidiaries, including those that join us in connection with acquisitions. Substantially all of our wholly-owned U.S. subsidiaries guarantee our obligations under our Credit Facility.
The above risks and potential effects could result in material adverse consequences to our operations, reputation, client relationships, ability to market our services, and financial results. In addition, AI and other technologies that are open source and available for no or low cost could result in low barriers to development and utilization, and additional competition from third parties.
The above risks and potential effects could result in material adverse consequences to our operations, reputation, client relationships, ability to market our services, and financial results.
The available legal remedies for the use or misuse of social media may not adequately compensate us for the damages caused by such use or misuse and consequences arising from such actions. 21 Risks Related to Our People Our failure to recruit and retain qualified professionals and manage headcount needs and utilization could negatively affect our financial results and our ability to staff client engagements, maintain relationships with clients and drive future growth.
Risks Related to Our People Our failure to recruit and retain qualified professionals and manage headcount needs and utilization could negatively affect our financial results and our ability to staff client engagements, maintain relationships with clients and drive future growth. We deliver sophisticated professional services to our clients.
Furthermore, we may not be successful in our AI or other technology-related initiatives. The adoption of technologies, such as AI and machine learning, may require the investment of significant capital, time and resources. Such investment could require the engagement of third-parties or independent contractors and may interfere with the other duties of our management and employees.
Furthermore, we may not be successful in our AI or other technology-related initiatives. Moreover, AI algorithms and training methodologies may be flawed and 17 datasets may be over-broad, insufficient or contain biased or inaccurate information. The adoption of new technologies, such as AI, may require the investment of significant capital, time and resources.
If interest rates or other factors existing at the time of refinancing result in higher interest rates upon refinancing, we will incur higher interest expense.
If interest rates or other factors existing at the time of refinancing result in higher interest rates upon refinancing, we will incur higher interest expense. Furthermore, if any rating agency changes our credit rating or outlook, our debt and equity securities could be negatively affected, which could adversely affect our financial condition and financial results.
If we cannot manage our work in process, our professionals may be underutilized until we can reassign them or obtain new engagements, which can adversely affect financial results. The engagement letters that we typically enter into with clients do not obligate them to continue to use our services.
Transactions may be postponed or canceled, litigation may be settled or dismissed, and disputes may be resolved, in each case with little or no prior notice to us. If we cannot manage our work in process, our professionals may be underutilized until we can reassign them or obtain new engagements, which can adversely affect financial results.
Removed
We are also exposed to new and changing regulations related to climate change, both in the U.S. and internationally. The fast pace of changes to regulation in this area can pose compliance challenges, and we may face risks similar to those described above.
Added
Economic Consulting — Fewer, smaller and less complex M&A activity; less capital markets activity or fewer complex transactions; a reduced number of regulatory filings and less litigation, reduced or less aggressive antitrust and competition regulation or enforcement; fewer government investigations and proceedings; and the timing of client utilization of our services.
Removed
In October 2023, California enacted legislation addressing the disclosure of greenhouse gas emissions, climate-related risks, environmental claims, and the use or sale of voluntary carbon offsets. In January 2023, the EU enacted the Corporate Sustainability Reporting Directive, which will require sustainability reporting across a broad range of topics for both EU and non-EU companies.
Added
Such investment could require the engagement of third parties or independent contractors and may interfere with the other duties of our management and employees. Leveraging AI capabilities for our internal functions and operations presents additional risks, costs and challenges, including those discussed in these risk factors.
Removed
We may have different systems of governance and management from a company we acquire or its parent, which could cause professionals who join us from an acquired company to leave us. Our governance and management policies and practices will not mirror the policies and practices of an acquired company or its parent.
Added
The development, adoption and use of AI technologies are still in the early stages and involve significant risks and uncertainties, which may expose us to legal, reputational and financial harm.
Removed
Substantially all of our wholly-owned U.S. subsidiaries guarantee our obligations under our Credit Facility, and substantially all of their assets are pledged as collateral under the Credit Facility. Future wholly-owned U.S. subsidiaries, subject to certain exclusions, will be required to provide similar guarantees and asset pledges under the Credit Facility.
Added
New technologies, such as AI, continue to evolve and as a result, risks continue to be unknown or uncertain. We are increasingly applying AI-based technologies to our solutions and services, to how we deliver work for our clients, and in our own internal operations.
Added
As these technologies evolve, some non-expert services and tasks currently performed by our professionals have been and will continue to be replaced by automation, including AI-enabled solutions, which could lead to reduced demand for our services and/or adversely affect the utilization rate of our professionals, if demand for those services is not replaced by demand for new solutions and services or if the pace and level of spending on new solutions or services are not sufficient to make up any shortfall.
Added
If we are unable to introduce or if our clients do not accept new pricing or commercial models that reflect the value of these AI-enabled solutions, our results of operations may be adversely affected.
Added
If we are not able to quickly adapt to or effectively manage our operations in the geographic markets in which we conduct business, our business prospects and results of operations could be negatively impacted.
Added
For example, to the extent the expansion of Section 162(m) of the U.S. Internal Revenue Code, which will become effective for the Company’s year ending December 31, 2027, reduces the amount of tax deductions available to us, our income tax expense would increase, which would reduce our net income.
Added
Governments and regulators in the U.S. and around the world have been enacting or revising laws and regulations regarding these issues and their priorities or requirements may not be reconcilable.
Added
The available legal remedies for the use or misuse of social media may not adequately compensate us for the damages caused by such use or misuse and consequences arising from such actions.
Added
We expect to continue issuing unsecured general recourse forgivable loans.
Added
As a global company, our talent and retention initiatives are designed to create an inclusive workforce.
Added
At any time, one or more client engagements may represent a significant portion of a segment’s revenues.
Added
Some professionals of an acquired company may choose not to join our Company or leave after joining us. Existing professionals may leave us as well. The loss of key professionals may harm our business and financial results and cause us not to realize the anticipated benefits of the acquisition.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+5 added−3 removed16 unchanged
Biggest changeWe also provide regular reminders to employees regarding suspicious emails or other communications and conduct periodic phishing simulations and remedial spot testing and training to reinforce recognition and response techniques. In 2024, we conducted two tabletop exercises, simulating cybersecurity events and appropriate responses, with the senior leadership team of FTI including an executive officer and an outside director.
Biggest changeWe also provide regular reminders to employees regarding suspicious emails or other communications and conduct periodic phishing simulations and remedial spot testing and training to reinforce recognition and response techniques. In 2025, we continued to review and refine our incident response procedures.
To educate our management, employees, and consultants, and help mitigate the risk of human failure in exposing our Information Technology systems to cybersecurity threats from bad actors; management, employees, and consultants are required to complete on-line cybersecurity training annually.
To educate our management, employees, and consultants, and help mitigate the risk of human failure in exposing our Information Technology systems to cybersecurity threats from bad actors, our management, employees, and consultants are required to complete on-line cybersecurity training annually.
The members of Cybersecurity & Privacy division have experience and education in cybersecurity, risk management, data assurance, and compliance. Among them they hold various certifications in information systems security and privacy. The practices and activities of our cybersecurity and information technology teams align with internationally accepted management frameworks. Furthermore, we offer cybersecurity consulting as a service to clients.
The members of Cybersecurity & Privacy division have experience and education in cybersecurity, risk management, data assurance, and 29 compliance. Among them they hold various certifications in information systems security and privacy. The practices and activities of our cybersecurity and information technology teams align with internationally accepted management frameworks. Furthermore, we offer cybersecurity consulting as a service to clients.
The existence of this team within FTI aids in our ability to have current incident and threat intelligence that we can use to bolster our own security posture and defenses. Our cybersecurity practice also 29 provides us with supplemental incident response investigation services in partnership with independent, external consultants, as needed and as appropriate.
The existence of this team within FTI aids in our ability to have current incident and threat intelligence that we can use to bolster our own security posture and defenses. Our cybersecurity practice also provides us with supplemental incident response investigation services in partnership with independent, external consultants, as needed and as appropriate.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We operate our segments and their practices through FTI Consulting and its subsidiaries in 34 countries with different business, client, and geographic cybersecurity risk profiles.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We operate our segments and their practices through FTI Consulting and its subsidiaries in 32 countries with different business, client, and geographic cybersecurity risk profiles.
Our ITG and management, in consultation with the Company’s third-party legal counsel and accountants, will assess materiality, informed by ongoing discussions about what criteria would constitute potential materiality considerations. The Audit Committee and necessary directors will be informed of all material events.
Our ITG and management, in consultation with the Company’s outside legal counsel and accountants, will assess materiality, informed by ongoing discussions about what criteria would constitute potential materiality considerations. The Audit Committee and necessary directors will be informed of all material events.
Third-Party Engagement and Oversight Where appropriate, we engage reputable third-party vendors to provide cybersecurity-related services, including security monitoring, risk evaluations, penetration testing, audit, and incident response services, which are aligned with internationally accepted frameworks.
Third-Party Engagement and Oversight Where appropriate, we engage third-party vendors to provide cybersecurity-related services, including security monitoring, risk assessments, penetration testing, audit support and incident response services.
We intend to continue to conduct such simulation training with this group on a periodic basis. Other directors and officers of the Company have been and will continue to be given the opportunity to participate in such training. In addition, our outside directors are encouraged to attend continuing education relating to cybersecurity.
The expanded incident response briefing schedule is also included in the annual Board of Directors briefing, and directors and certain officers of the Company have been and will continue to be given the opportunity to participate in simulation training. In addition, our outside directors are encouraged to attend continuing education relating to cybersecurity.
Removed
Our vendors are selected based on specific due diligence activities, such as evaluations of controls, policies, and processes of such vendors for protecting data, and resolving incidents, as well as entering into written contracts with such vendors that include terms addressing data security, privacy, and incident response expectations, responsibilities and liabilities, and termination rights of the parties.
Added
Vendors are selected through due diligence processes appropriate to the nature of the services provided, and we enter into written agreements that include provisions addressing data security, confidentiality, privacy and incident notification. 28 We conduct vendor oversight activities based on the nature of the services and associated risks, which may include performance discussions, issue management and remediation follow-up, as appropriate.
Removed
We routinely monitor vendor performance, review compliance with contract terms, and address concerns. Further, our Vendor Code of Conduct addresses our expectations with respect to data security.
Added
Our Vendor Code of Conduct (“VCC”) establishes expectations related to ethical conduct and data protection. As part of applicable vendor onboarding processes, vendors are required to acknowledge and agree to comply with the VCC or to provide an alternative code of conduct that demonstrates comparable standards.
Removed
When our Procurement group processes a vendor relationship involving information systems, various groups will review the vendor and its systems for 28 potential data security-related issues and risks associated with using the tools, technology, data processing and other services of such vendor. Our contracts include terms that help address the safeguarding of our data.
Added
For vendor engagements involving access to information systems, confidential information or physical security considerations, appropriate cross-functional stakeholders participate in risk and compliance reviews during the procurement and contract review process prior to engagement. Our contracts for such vendors include provisions designed to safeguard company and client information and to define responsibilities in the event of a security incident.
Added
We conducted technical tabletop exercises, simulating cybersecurity events and appropriate responses, with the senior leadership team of FTI Consulting, including an executive officer and an outside director, and provided regular quarterly updates to the Board of Directors on ongoing efforts to strengthen our security posture.
Added
We continue to communicate with the broader executive incident response team on updates to our incident response posture and any simulation training conducted on a periodic basis.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our executive offices located in Washington, D.C., consist of 100,511 square feet under a lease expiring April 2028. Our principal corporate office located in Bowie, Maryland, consists of 30,835 square feet under a lease expiring April 2028.
Biggest changeITEM 2. PROPERTIES Our executive offices located in Washington, D.C., consist of 100,511 square feet under a lease expiring April 2028.
We also lease offices to support our operations in 30 other cities across the U.S., including New York, Chicago, Denver, Houston, Dallas, Los Angeles and San Francisco, and we lease office space to support our international locations in 33 countries and territories — the UK, Ireland, Finland, France, Germany, Spain, Belgium, Switzerland, Denmark, Italy, Netherlands, Portugal, Sweden, Australia, Malaysia, China (including Hong Kong), Japan, Singapore, the United Arab Emirates, Lebanon, South Korea, South Africa, Argentina, Brazil, Colombia, Mexico, Canada, Indonesia, India, Qatar, Saudi Arabia, the Cayman Islands and the Virgin Islands (British).
We also lease offices to support our operations in 30 other cities across the U.S., including New York, Chicago, Denver, Houston, Dallas, Los Angeles and San Francisco, and we lease office space to support our international locations in 31 countries and territories — the UK, Ireland, Finland, France, Germany, Spain, Belgium, Switzerland, Denmark, Italy, Netherlands, Portugal, Sweden, Australia, China (including Hong Kong), Japan, Singapore, the United Arab Emirates, Lebanon, South Korea, South Africa, Argentina, Brazil, Colombia, Mexico, Canada, India, Qatar, Saudi Arabia, the Cayman Islands and the Virgin Islands (British).
We believe our existing leased facilities are adequate to meet our current requirements and that suitable space will be available as needed.
The Company expects to accept possession of the premises on or about September 25, 2027. We believe our existing leased facilities are adequate to meet our current requirements and that suitable space will be available as needed.
Added
In November 2025, we entered into a material lease agreement to accept possession of three leases for our new office space in London, England for an initial fixed term of 15 years, subject to a one-time renewal option of five or ten years for each of the three leases.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe currently are not aware of any asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition or results of our operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 30 PART II
Biggest changeAs of the filing of our Annual Report on Form 10-K, we are not aware of any asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition or results of our operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 30 PART II
Moreover, the results of legal proceedings cannot be predicted with any certainty, and in the case of more complex legal proceedings, such as IP and securities litigation, the results are difficult to predict at all. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses.
Moreover, the results of legal proceedings cannot be predicted with any certainty, and in the case of more complex legal proceedings the results are difficult to predict at all. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses.
ITEM 3. LEGAL PROCEEDINGS From time to time in the ordinary course of business, we are subject to claims, asserted or unasserted, or named as a party to lawsuits or investigations. Litigation, in general, and IP and securities litigation, in particular, can be expensive and disruptive to normal business operations.
ITEM 3. LEGAL PROCEEDINGS From time to time in the ordinary course of business, we are subject to claims, asserted or unasserted, or named as a party to lawsuits or investigations. Litigation can be expensive and disruptive to normal business operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSales of Unregistered Securities None. 31 Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information with respect to purchases we made of our common stock during the fourth quarter of 2024: Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (in thousands, except per share data) October 1 through October 31, 2024 4 (2) $ 223.59 — $ 460,653 November 1 through November 30, 2024 45 (3) $ 197.69 42 (5) $ 452,481 December 1 through December 31, 2024 14 (4) $ 197.89 10 (6) $ 450,436 Total 63 52 (1) On June 2, 2016, our Board of Directors authorized a stock repurchase program (the “Repurchase Program”), which was most recently increased by $400.0 million to an aggregate authorization of $1.3 billion on December 1, 2022.
Biggest changeSales of Unregistered Securities None. 31 Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information with respect to purchases we made of our common stock during the fourth quarter of 2025: Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (in thousands, except per share data) October 1 through October 31, 2025 487 $ 159.99 487 (4) $ 497,398 November 1 through November 30, 2025 — (2) $ 163.27 — $ 497,398 December 1 through December 31, 2025 35 (3) $ 169.02 33 (5) $ 491,756 Total 522 520 (1) On June 2, 2016, our Board of Directors authorized a stock repurchase program (the “Repurchase Program”), which was most recently increased by $500.0 million to an aggregate authorization of $2.2 billion on October 21, 2025.
Securities Authorized for Issuance under Equity Compensation Plans The following table includes the number of shares of common stock of the Company authorized or to be issued upon exercise of outstanding options, warrants and rights awarded under our employee equity compensation plans as of December 31, 2024: (a) (b) (c) Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Plan Category (in thousands, except per share data) Equity compensation plans approved by our security holders 60 (1) $ 37.93 643 (2) Total 60 $ 37.93 643 (1) Includes up to 60,063 shares of common stock issuable upon exercise of fully vested stock options granted under our 2009 Omnibus Incentive Compensation Plan (as Amended and Restated Effective as of June 3, 2015).
Securities Authorized for Issuance under Equity Compensation Plans The following table includes the number of shares of common stock of the Company authorized or to be issued upon exercise of outstanding options, warrants and rights awarded under our employee equity compensation plans as of December 31, 2025: (a) (b) (c) Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Plan Category (in thousands, except per share data) Equity compensation plans approved by security holders 22 (1) $ 40.36 1,145 (2) Total 22 $ 40.36 1,145 (1) Includes up to 22,042 shares of common stock issuable upon exercise of fully vested stock options granted under our 2009 Omnibus Incentive Compensation Plan (as Amended and Restated Effective as of June 3, 2015).
As of January 31, 2025, the number of holders of record of our common stock was 297, which does not include a substantially greater number of beneficial holders whose shares are held by banks, brokers and other financial institutions.
As of January 30, 2026, the number of holders of record of our common stock was 304, which does not include a substantially greater number of beneficial holders whose shares are held by banks, brokers and other financial institutions.
(2) Includes 644,842 shares of common stock available for issuance under our 2017 Omnibus Incentive Compensation Plan, all of which are available for stock-based awards.
(2) Includes 1,144,986 shares of common stock available for issuance under our 2017 Omnibus Incentive Compensation Plan, as amended, all of which are available for stock-based awards.
During the quarter ended December 31, 2024, we repurchased an aggregate of 51,717 shares of our common stock under the Repurchase Program at an average price of $197.53 per share for a total cost of approximately $10.2 million. (2) Includes 4,460 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.
During the quarter ended December 31, 2025, we repurchased an aggregate of 519,944 shares of our common stock under the Repurchase Program at an average price of $160.58 per share for a total cost of approximately $83.5 million. (2) Includes 73 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.
(6) During the month ended December 31, 2024, we repurchased and retired 10,300 shares of common stock, at an average price per share of $198.50, for an aggregate cost of $2.0 million. ITEM 6. RESERVED 32
(5) During the month ended December 31, 2025, we repurchased and retired 33,364 shares of common stock, at an average price per share of $169.11, for an aggregate cost of $5.6 million. ITEM 6. RESERVED 32
(5) During the month ended November 30, 2024, we repurchased and retired 41,417 shares of common stock, at an average price per share of $197.29, for an aggregate cost of $8.2 million.
(3) Includes 1,426 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock. (4) During the month ended October 31, 2025, we repurchased and retired 486,580 shares of common stock, at an average price per share of $159.99, for an aggregate cost of $77.8 million.
Removed
(3) Includes 3,464 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock. (4) Includes 3,710 shares of common stock withheld to cover payroll tax withholdings related to the lapse of restrictions on restricted stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe net additions include targeted reductions in areas of each segment described in the “Special Charges” section above: Billable Headcount Corporate Finance FLC Economic Consulting Technology Strategic Communications Total Non-Billable Headcount Total Headcount December 31, 2023 2,215 1,447 1,089 628 971 6,350 1,640 7,990 Additions, net 71 95 21 86 10 283 101 384 December 31, 2024 2,286 1,542 1,110 714 981 6,633 1,741 8,374 Percentage change in headcount from December 31, 2023 3.2% 6.6% 1.9% 13.7% 1.0% 4.5% 6.2% 4.8% 37 RESULTS OF OPERATIONS Segment and Consolidated Operating Results: Year Ended December 31, 2024 2023 (in thousands, except per share data) Revenues Corporate Finance $ 1,391,206 $ 1,346,678 FLC 690,211 654,105 Economic Consulting 863,557 771,374 Technology 417,637 387,855 Strategic Communications 336,041 329,230 Total revenues $ 3,698,652 $ 3,489,242 Segment operating income Corporate Finance $ 225,711 $ 216,504 FLC 77,490 81,296 Economic Consulting 104,090 109,818 Technology 41,875 48,196 Strategic Communications 45,790 47,167 Total segment operating income 494,956 502,981 Unallocated corporate expenses (147,594) (125,420) Operating income 347,362 377,561 Other income (expense) Interest income and other 10,360 (4,867) Interest expense (6,951) (14,331) 3,409 (19,198) Income before income tax provision 350,771 358,363 Income tax provision 70,683 83,471 Net income $ 280,088 $ 274,892 Earnings per common share — basic $ 7.96 $ 8.10 Earnings per common share — diluted $ 7.81 $ 7.71 Reconciliation of Net Income to Adjusted EBITDA: Year Ended December 31, 2024 2023 (in thousands) Net income $ 280,088 $ 274,892 Add back: Income tax provision 70,683 83,471 Interest income and other (10,360) 4,867 Interest expense 6,951 14,331 Depreciation of property and equipment 43,910 41,079 Amortization of intangible assets 4,183 6,159 Special charges 8,230 — Adjusted EBITDA $ 403,685 $ 424,799 38 Reconciliation of Net Income and EPS to Adjusted Net Income and Adjusted EPS: Year Ended December 31, 2024 2023 (in thousands, except per share data) Net income $ 280,088 $ 274,892 Add back: Special charges 8,230 — Tax impact of special charges (1,857) — Adjusted Net Income $ 286,461 $ 274,892 Earnings per common share — diluted $ 7.81 $ 7.71 Add back: Special charges 0.23 — Tax impact of special charges (0.05) — Adjusted earnings per common share — diluted $ 7.99 $ 7.71 Weighted average number of common shares outstanding — diluted 35,845 35,646 Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow: Year Ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 395,097 $ 224,461 Purchases of property and equipment (34,900) (49,562) Free Cash Flow $ 360,197 $ 174,899 Year Ended December 31, 2024 Compared to December 31, 2023 Revenues and operating income See “Segment Results” for an expanded discussion of revenues, gross profit and SG&A expenses.
Biggest changeHeadcount The following table includes the net headcount additions (reductions) by segment and in total for the year ended December 31, 2025: Billable Headcount Corporate Finance FLC Economic Consulting Technology Strategic Communications Total Non-Billable Headcount Total Headcount December 31, 2024 2,286 1,542 1,110 714 981 6,633 1,741 8,374 Additions (reductions), net 11 (1) (96) (52) (74) (212) (44) (256) December 31, 2025 2,297 1,541 1,014 662 907 6,421 1,697 8,118 Percentage change in headcount from December 31, 2024 0.5 % (0.1) % (8.6) % (7.3) % (7.5) % (3.2) % (2.5) % (3.1) % 36 RESULTS OF OPERATIONS Segment and Consolidated Operating Results: Year Ended December 31, 2025 2024 (in thousands, except per share data) Revenues Corporate Finance $ 1,550,969 $ 1,391,206 FLC 764,687 690,211 Economic Consulting 720,829 863,557 Technology 373,883 417,637 Strategic Communications 378,489 336,041 Total revenues $ 3,788,857 $ 3,698,652 Segment operating income Corporate Finance $ 288,761 $ 225,711 FLC 121,223 77,490 Economic Consulting 18,794 104,090 Technology 28,109 41,875 Strategic Communications 60,027 45,790 Total segment operating income 516,914 494,956 Unallocated corporate expenses (127,837) (147,594) Operating income 389,077 347,362 Other income (expense) Interest income and other 3,330 10,360 Interest expense (21,396) (6,951) (18,066) 3,409 Income before income tax provision 371,011 350,771 Income tax provision 100,140 70,683 Net income $ 270,871 $ 280,088 Earnings per common share — basic $ 8.33 $ 7.96 Earnings per common share — diluted $ 8.24 $ 7.81 Reconciliation of Net Income to Adjusted EBITDA: Year Ended December 31, 2025 2024 (in thousands) Net income $ 270,871 $ 280,088 Add back: Income tax provision 100,140 70,683 Interest income and other (3,330) (10,360) Interest expense 21,396 6,951 Depreciation of property and equipment 45,764 43,910 Amortization of intangible assets 3,479 4,183 Special charges 25,295 8,230 Adjusted EBITDA $ 463,615 $ 403,685 37 Reconciliation of Net Income and EPS to Adjusted Net Income and Adjusted EPS: Year Ended December 31, 2025 2024 (in thousands, except per share data) Net income $ 270,871 $ 280,088 Add back: Special charges 25,295 8,230 Tax impact of special charges (5,799) (1,857) Adjusted Net Income $ 290,367 $ 286,461 EPS $ 8.24 $ 7.81 Add back: Special charges 0.77 0.23 Tax impact of special charges (0.18) (0.05) Adjusted EPS $ 8.83 $ 7.99 Weighted average number of common shares outstanding — diluted 32,881 35,845 Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow: Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 152,132 $ 395,097 Purchases of property and equipment (58,531) (34,900) Free Cash Flow $ 93,601 $ 360,197 Year Ended December 31, 2025 Compared to December 31, 2024 Revenues and operating income See “Segment Results” for an expanded discussion of revenues, gross profit and SG&A expenses.
Our Strategic Communications segment develops and executes communications strategies to help management teams, boards of directors, law firms, governments and regulators manage change and mitigate risk surrounding transformational and disruptive events, including transactions, investigations, disputes, crises, regulation and legislation. We deliver a wide range of services centered around three core offerings: Corporate Reputation, Financial Communications and Public Affairs.
Our Strategic Communications segment develops and executes communications strategies to help management teams, boards of directors, law firms, governments and regulators manage change and mitigate risk surrounding transformational and disruptive events, including crises, transactions, investigations, disputes, regulation and legislation. We deliver a wide range of services centered around three core offerings: Corporate Reputation, Financial Communications and Public Affairs.
The second amended and restated credit agreement entered into on November 21, 2022 (the “Credit Agreement”) governing the Credit Facility and our other indebtedness outstanding from time to time contains covenants that, among other things, may limit our ability to: incur additional indebtedness; create liens; pay dividends on our capital stock, make distributions or repurchases of our capital stock or make specified other restricted payments; consolidate, merge or sell all or substantially all of our assets; guarantee obligations of other entities or our foreign subsidiaries; enter into hedging agreements; 48 enter into transactions with affiliates or related persons; or engage in any business other than consulting-related businesses.
The second amended and restated credit agreement entered into on November 21, 2022 (the “Credit Agreement”) governing the Credit Facility and our other indebtedness outstanding from time to time contains covenants that, among other things, may limit our ability to: incur additional indebtedness; create liens; pay dividends on our capital stock, make distributions or repurchases of our capital stock or make specified other restricted payments; consolidate, merge or sell all or substantially all of our assets; guarantee obligations of other entities or our foreign subsidiaries; enter into hedging agreements; enter into transactions with affiliates or related persons; or engage in any business other than consulting-related businesses.
Under this arrangement, we typically bill our clients for reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs. Certain contracts are rendered under fixed-fee arrangements, which require the client to pay a fixed-fee in exchange for a predetermined set of professional services.
Under this arrangement, we typically bill our clients for reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs. Certain contracts are rendered under fixed-fee arrangements, which require the client to pay a fixed-fee in exchange for a 33 predetermined set of professional services.
Fixed-fee arrangements may require certain clients to pay us a recurring retainer. 33 Our contract arrangements may also contain success fees or performance-based arrangements in which our fees are based on the attainment of contractually defined objectives with our client. This type of success fee may supplement a time and expense or fixed-fee arrangement.
Fixed-fee arrangements may require certain clients to pay us a recurring retainer. Our contract arrangements may also contain success fees or performance-based arrangements in which our fees are based on the attainment of contractually defined objectives with our client. This type of success fee may supplement a time and expense or fixed-fee arrangement.
Factors we consider when making the determination include assessing macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant reporting unit specific events; 50 • Decide whether to bypass the qualitative assessment and perform a quantitative assessment.
Factors we consider when making the determination include assessing macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant reporting unit specific events; • Decide whether to bypass the qualitative assessment and perform a quantitative assessment.
We have not presented utilization rates for our Technology and Strategic Communications segments as most of the revenues of these segments are not generated on an hourly basis. 41 (3) For engagements where revenues are based on number of hours worked by our billable professionals and fixed-fee arrangements, average billable rate per hour is calculated by dividing revenues (excluding revenues from success fees, pass-through revenues and outside consultants) for a period by the number of hours worked on client assignments during the same period.
We have not presented utilization rates for our Technology and Strategic Communications segments as most of the revenues of these segments are not generated on an hourly basis. 40 (3) For engagements where revenues are based on number of hours worked by our billable professionals and fixed-fee arrangements, average billable rate per hour is calculated by dividing revenues (excluding revenues from success fees, pass-through revenues and outside consultants) for a period by the number of hours worked on client assignments during the same period.
Success fees and other contractual terms may cause variations in our revenues and operating results due to the timing of when achieving the performance-based criteria becomes probable. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, may impact the timing of our revenues across our segments.
Success fees and other contractual terms may cause variations in our revenues and operating results due to the timing of when achieving the performance-based criteria becomes probable. Seasonal factors, such as the timing of our employees’ and clients’ vacations and holidays, may impact the timing of our revenue recognition across our segments.
Our estimate takes into consideration the needs of our existing businesses but does not include the impact of any purchases that we may be required to make as a result of future acquisitions or specific client engagements that are not completed or not currently contemplated.
Our estimate takes into consideration the needs of our existing businesses but does not include the impact of any expenditures that we may be required to make as a result of future acquisitions or specific client engagements that are not completed or not currently contemplated.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of our consolidated financial condition, results of operations and liquidity and capital resources for each of the two years in the period ended December 31, 2024 and significant factors that could affect our prospective financial condition and results of operations.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of our consolidated financial condition, results of operations and liquidity and capital resources for each of the two years in the period ended December 31, 2025 and significant factors that could affect our prospective financial condition and results of operations.
The process of evaluating the potential impairment of goodwill requires significant judgment and estimates. In 2024, we performed our annual impairment tests for each of our reporting units. The results of that test indicated that for each of our reporting units, no impairment existed.
The process of evaluating the potential impairment of goodwill requires significant judgment and estimates. In 2025, we performed our annual impairment tests for each of our reporting units. The results of that test indicated that for each of our reporting units, no impairment existed.
See Note 14, “Debt” in Part II, Item 8, of this Annual Report for a further discussion of variable interest rates and guarantees under the Credit Facility.
See Note 13, “Debt” in Part II, Item 8, of this Annual Report for a further discussion of variable interest rates and guarantees under the Credit Facility.
For a similar discussion and analysis of our results for the year ended December 31, 2023 compared to our results for the year ended December 31, 2022, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report for the year ended December 31, 2023, filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”) on February 22, 2024.
For a similar discussion and analysis of our results for the year ended December 31, 2024 compared to our results for the year ended December 31, 2023, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report for the year ended December 31, 2024, filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”) on February 20, 2025.
We deliver a wide range of services centered around three core offerings: Antitrust & Competition Economics, Financial Economics and International Arbitration. Our Technology segment provides companies, law firms, private equity firms and government entities with a comprehensive global portfolio of digital insights and risk management consulting and data services.
We deliver a wide range of services centered around three core offerings: Antitrust & Competition Economics, Financial Economics and International Arbitration. Our Technology segment provides companies, law firms, private equity firms and government entities with a comprehensive global portfolio of digital insights and risk management, artificial intelligence (“AI”) and data services.
If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset group, we estimate the fair value of the asset group to determine whether an impairment loss should be recognized. No impairment charges for intangible assets were recorded in 2024.
If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset group, we estimate the fair value of the asset group to determine whether an impairment loss should be recognized. No impairment charges for intangible assets were recorded in 2025. Income Taxes.
These bank guarantees are issued separate from our Credit Facility and, as a result, do not affect available borrowings under our Credit Facility. Critical Accounting Estimates General. Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which we have prepared in accordance with GAAP.
These bank guarantees are issued separately from our Credit Facility and, as a result, do not affect available borrowing capacity under our Credit Facility. Critical Accounting Estimates General. Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which we have prepared in accordance with GAAP.
As part of the evaluation of goodwill and intangible assets for potential impairment, we exercise judgment to: • Perform a qualitative assessment to determine whether it is “more likely than not” that the fair value of a reporting unit is less than it’s carrying value.
We assess our goodwill for impairment at the reporting unit level. 49 As part of the evaluation of goodwill and intangible assets for potential impairment, we exercise judgment to: • Perform a qualitative assessment to determine whether it is “more likely than not” that the fair value of a reporting unit is less than it’s carrying value.
We evaluate our goodwill and indefinite-lived intangible assets for impairment annually as of the first day of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We assess our goodwill for impairment at the reporting unit level.
We evaluate our goodwill and indefinite-lived intangible assets for impairment annually as of the first day of the fourth quarter and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
We define Adjusted Segment EBITDA as a segment’s share of consolidated operating income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges.
We define Adjusted Segment EBITDA as Segment Operating Income before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges.
Special Charges During the year ended December 31, 2024, we recorded special charges of $8.2 million. The charges related to targeted headcount reductions in areas of each segment and region where we realigned our workforce with current business demand for our consulting services.
Special Charges During the year ended December 31, 2025, we recorded special charges of $25.3 million. The charges related to targeted headcount reductions in areas of each segment and region where we realigned our workforce with current business demand for our consulting services.
We employed an average of 776 and 670 as-needed employees during the years ended December 31, 2024 and 2023, respectively.
We employed an average of 602 and 776 as-needed employees during the years ended December 31, 2025 and 2024, respectively.
Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates.
Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates and certain equity transactions are translated at historical rates.
In addition, the Credit Agreement includes a financial covenant that requires us not to exceed a maximum consolidated total net leverage ratio (the ratio of funded debt (less unrestricted cash up to $300.0 million) to Consolidated EBITDA, as defined in the Credit Agreement). As of December 31, 2024, we were in compliance with the covenants contained in the Credit Agreement.
In addition, the Credit Agreement includes a financial covenant that requires us not to exceed a maximum consolidated total net 47 leverage ratio (the ratio of funded debt (less unrestricted cash up to $300.0 million) to Consolidated EBITDA, as defined in the Credit Agreement).
Our services are centered around five core offerings: Construction, Projects & Assets and Environmental Solutions, Data & Analytics, Disputes, Healthcare Risk Management & Advisory and Risk and Investigations.
Our services are centered around five core offerings: Construction, Projects & Assets and Environmental Solutions, Data & Analytics, Dispute Advisory Services, Healthcare Risk Management & Advisory and Risk & Investigations, which includes our cybersecurity and financial services-related offerings.
See information under the heading “Risk Factors” in Part I, Item 1A of this Annual Report. 47 Cash Flows Year Ended December 31, 2024 2023 Cash Flows (dollars in thousands) Net cash provided by operating activities $ 395,097 $ 224,461 Net cash used in investing activities $ (10,162) $ (73,835) Net cash used in financing activities $ (15,383) $ (354,663) Effect of exchange rate changes on cash and cash equivalents $ (12,281) $ 15,571 DSO (1) 97 100 (1) DSO is a performance measure used to assess how quickly revenues are collected by the Company.
See information under the heading “Risk Factors” in Part I, Item 1A of this Annual Report. 46 Cash Flows Year Ended December 31, 2025 2024 Cash Flows (dollars in thousands) Net cash provided by operating activities $ 152,132 $ 395,097 Net cash used in investing activities $ (58,531) $ (10,162) Net cash used in financing activities $ (510,476) $ (15,383) Effect of exchange rate changes on cash and cash equivalents $ 21,473 $ (12,281) DSO (1) 88 97 (1) DSO is a performance measure used to assess how quickly revenues are collected by the Company.
Principal Sources of Capital Resources As of December 31, 2024, our capital resources included $660.5 million of cash and cash equivalents and available borrowing capacity of $900.0 million under the revolving line of credit under our Credit Facility.
Principal Sources of Capital Resources As of December 31, 2025, our capital resources included $265.1 million of cash and cash equivalents and available borrowing capacity of $535.0 million under the revolving line of credit under our Credit Facility.
SG&A expenses increased $9.3 million, or 4.4%, to $219.6 million for the year ended December 31, 2024. SG&A expenses of 15.8% of revenues in 2024 compared to 15.6% in 2023.
SG&A expenses increased $14.7 million, or 6.7%, to $234.4 million for the year ended December 31, 2025. SG&A expenses of 15.1% of revenues in 2025 compared to 15.8% in 2024.
The increase was primarily due to a $0.5 million net FX gain for the year ended December 31, 2024 compared to a $9.3 million net FX loss for the year ended December 31, 2023 and a $3.3 million increase in interest income.
The decrease was primarily due to a $4.3 million net FX loss for the year ended December 31, 2025 compared to a $0.5 million net FX gain for the year ended December 31, 2024, as well as a $1.4 million decrease in interest income.
Future Contractual Obligations We have no future contractual obligations as of December 31, 2024 related to outstanding borrowings under our Credit Facility. For more information on our Credit Facility, refer to Note 14, “Debt” in Part II, Item 8 of this Annual Report.
Future Contractual Obligations Our future contractual obligations as of December 31, 2025 include long-term obligations of $365.0 million related to outstanding borrowings under our Credit Facility. For more information on our Credit Facility, refer to Note 13, “Debt” in Part II, Item 8 of this Annual Report.
Adjusted EBITDA Margin of 10.9% of revenues for the year ended December 31, 2024 compared to 12.2% of revenues for the year ended December 31, 2023.
Adjusted EBITDA Adjusted EBITDA for the year ended December 31, 2025 increased $59.9 million, or 14.8%, compared to the year ended December 31, 2024. Adjusted EBITDA Margin of 12.2% of revenues for the year ended December 31, 2025 compared to 10.9% of revenues for the year ended December 31, 2024.
A portion of net cash provided by operating activities was used to repurchase and retire 51,717 shares of our common stock under our Repurchase Program for an average price per share of $197.53, at a total cost of $10.2 million during the year ended December 31, 2024.
A portion of net cash provided by operating activities was used to repurchase and retire 5,264,916 shares of our common stock under our Repurchase Program for an average price per share of $163.07, at a total cost of $858.6 million, excluding commissions, during the year ended December 31, 2025.
Share Repurchase Program During the year ended December 31, 2024, we made $10.2 million in payments for common stock repurchases under the Repurchase Program. We had $450.4 million remaining under the Repurchase Program to repurchase additional shares as of December 31, 2024.
Share Repurchase Program During the year ended December 31, 2025, we made $858.7 million in payments, including commissions, for common stock repurchases under the Repurchase Program. We had $491.8 million remaining under the Repurchase Program to repurchase additional shares as of December 31, 2025.
The increase in Free Cash Flow for the year ended December 31, 2024 was primarily due to higher net cash provided by operating activities, as described above, and a decrease in net cash used for purchases of property and equipment.
Free Cash Flow was an inflow of $93.6 million and $360.2 million for the years ended December 31, 2025 and 2024, respectively. The decrease in Free Cash Flow was primarily due to lower net cash provided by operating activities, as described above, and higher net cash used for purchases of property and equipment.
A portion of the special charges was paid during the year ended December 31, 2024 and the remaining amounts will be paid in cash in the next 12 months.
The majority of the special charges were paid during the year ended December 31, 2025 and the remaining amounts will be paid in cash in the next three months.
Interest income and other Interest income and other, which includes FX gains and losses, increased $15.2 million to a gain of $10.4 million for the year ended December 31, 2024, compared to a loss of $4.9 million for the year ended December 31, 2023.
Interest income and other Interest income and other, which includes FX gains and losses, decreased $7.0 million, or 67.9%, to a gain of $3.3 million for the year ended December 31, 2025, compared to a gain of $10.4 million for the year ended December 31, 2024.
The following table reconciles net income to Total Segment Operating Income and Total Adjusted Segment EBITDA, for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 (in thousands) Net income $ 280,088 $ 274,892 Add back: Income tax provision 70,683 83,471 Interest income and other (10,360) 4,867 Interest expense 6,951 14,331 Unallocated corporate expenses 147,594 125,420 Total segment operating income 494,956 502,981 Add back: Segment depreciation expense 41,861 39,233 Amortization of intangible assets 4,183 6,159 Segment special charges 8,081 — Total Adjusted Segment EBITDA $ 549,081 $ 548,373 Other Segment Operating Data Year Ended December 31, 2024 2023 Number of billable professionals (at period end): Corporate Finance 2,286 2,215 FLC 1,542 1,447 Economic Consulting 1,110 1,089 Technology (1) 714 628 Strategic Communications 981 971 Total billable professionals 6,633 6,350 Utilization rates of billable professionals: (2) Corporate Finance 58 % 60 % FLC 57 % 57 % Economic Consulting 66 % 67 % Average billable rate per hour: (3) Corporate Finance $ 510 $ 494 FLC $ 390 $ 386 Economic Consulting $ 584 $ 547 (1) The number of billable professionals for the Technology segment excludes as-needed professionals, who we employ based on demand for the segment’s services.
The following table reconciles net income to Total Segment Operating Income and Total Adjusted Segment EBITDA, for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (in thousands) Net income $ 270,871 $ 280,088 Add back: Income tax provision 100,140 70,683 Interest income and other (3,330) (10,360) Interest expense 21,396 6,951 Unallocated corporate expenses 127,837 147,594 Total segment operating income 516,914 494,956 Add back: Segment depreciation expense 43,255 41,861 Amortization of intangible assets 3,479 4,183 Segment special charges 23,350 8,081 Total Adjusted Segment EBITDA $ 586,998 $ 549,081 Other Segment Operating Data Year Ended December 31, 2025 2024 Number of billable professionals (at period end): Corporate Finance 2,297 2,286 FLC 1,541 1,542 Economic Consulting 1,014 1,110 Technology (1) 662 714 Strategic Communications 907 981 Total billable professionals 6,421 6,633 Utilization rates of billable professionals: (2) Corporate Finance 60 % 58 % FLC 57 % 57 % Economic Consulting 59 % 66 % Average billable rate per hour: (3) Corporate Finance $ 529 $ 510 FLC $ 442 $ 390 Economic Consulting $ 583 $ 584 (1) The number of billable professionals for the Technology segment excludes as-needed professionals, who we employ based on demand for the segment’s services.
Liquidity and Capital Allocation Net cash provided by operating activities for the year ended December 31, 2024 increased $170.6 million to $395.1 million compared to $224.5 million for the year ended December 31, 2023.
Liquidity and Capital Allocation Net cash provided by operating activities for the year ended December 31, 2025 decreased $243.0 million to $152.1 million compared to $395.1 million for the year ended December 31, 2024.
The increase was primarily due to an increase in cash collections, which was partially offset by higher compensation, forgivable loan issuances to retain key professionals, operating expenses and income tax payments as compared to the prior year. DSO was 97 days as of December 31, 2024 and 100 days as of December 31, 2023.
The decrease in net cash provided by operating activities was primarily due to higher forgivable loan issuances, compensation payments and income tax payments, which was partially offset by an increase in cash collections. DSO was 88 and 97 days as of December 31, 2025 and 2024, respectively.
Gross profit increased $21.8 million, or 5.0%, to $453.8 million for the year ended December 31, 2024. Gross profit margin increased 0.5 percentage points from 2023 to 2024. The increase in gross profit margin was primarily due to the impact of higher realized bill rates, which was partially offset by a 2 percentage point decline in utilization.
Gross profit increased $83.4 million, or 18.4%, to $537.1 million for the year ended December 31, 2025. Gross profit margin increased 2.0 percentage points from 2024 to 2025. The increase in gross profit margin was primarily due to a 2 percentage point increase in utilization and the impact of higher realized bill rates.
Under our operating leases as described in Note 15, “Leases” in Part II, Item 8 of this Annual Report, we have current obligations of $34.1 million and non-current obligations of $208.0 million.
Under our operating leases as described in Note 14, “Leases” in Part II, Item 8 of this Annual Report, we have current obligations of $37.2 million and non-current obligations of $224.5 million as of December 31, 2025.
Gross profit increased $16.5 million, or 7.5%, to $235.1 million for the year ended December 31, 2024. Gross profit margin decreased 1.1 percentage points from 2023 to 2024.
Gross profit decreased $92.8 million, or 39.5%, to $142.4 million for the year ended December 31, 2025. Gross profit margin decreased 7.5 percentage points from 2024 to 2025.
The increase in SG&A expenses was primarily due to higher infrastructure support and bad debt expenses. 42 FORENSIC AND LITIGATION CONSULTING Year Ended December 31, 2024 2023 (dollars in thousands, except rate per hour) Revenues $ 690,211 $ 654,105 Percentage change in revenues from prior year 5.5 % Operating expenses Direct cost of revenues 465,026 437,318 Selling, general and administrative expenses 145,072 134,708 Special charges 1,785 — Amortization of intangible assets 838 783 612,721 572,809 Segment operating income 77,490 81,296 Percentage change in segment operating income from prior year -4.7 % Add back: Depreciation and amortization of intangible assets 7,442 6,813 Special charges 1,785 — Adjusted Segment EBITDA $ 86,717 $ 88,109 Gross profit (1) $ 225,185 $ 216,787 Percentage change in gross profit from prior year 3.9 % Gross profit margin (2) 32.6 % 33.1 % Adjusted Segment EBITDA as a percentage of revenues 12.6 % 13.5 % Number of billable professionals (at period end) 1,542 1,447 Percentage change in number of billable professionals from prior year 6.6 % Utilization rate of billable professionals 57 % 57 % Average billable rate per hour $ 390 $ 386 (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues Year Ended December 31, 2024 Compared to December 31, 2023 Revenues increased $36.1 million, or 5.5%, to $690.2 million for the year ended December 31, 2024.
The increase in SG&A expenses was primarily due to higher bad debt, outside services, infrastructure support, and other general and administrative expenses. 41 FORENSIC AND LITIGATION CONSULTING Year Ended December 31, 2025 2024 (dollars in thousands, except rate per hour) Revenues $ 764,687 $ 690,211 Percentage change in revenues from prior year 10.8 % Operating expenses Direct cost of revenues 490,614 465,026 Selling, general and administrative expenses 146,460 145,072 Special charges 5,475 1,785 Amortization of intangible assets 915 838 643,464 612,721 Segment operating income 121,223 77,490 Percentage change in segment operating income from prior year 56.4 % Add back: Depreciation and amortization of intangible assets 8,447 7,442 Special charges 5,475 1,785 Adjusted Segment EBITDA $ 135,145 $ 86,717 Gross profit (1) $ 274,073 $ 225,185 Percentage change in gross profit from prior year 21.7 % Gross profit margin (2) 35.8 % 32.6 % Adjusted Segment EBITDA as a percentage of revenues 17.7 % 12.6 % Number of billable professionals (at period end) 1,541 1,542 Percentage change in number of billable professionals from prior year -0.1 % Utilization rate of billable professionals 57 % 57 % Average billable rate per hour $ 442 $ 390 (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues Year Ended December 31, 2025 Compared to December 31, 2024 Revenues increased $74.5 million, or 10.8%, to $764.7 million for the year ended December 31, 2025, primarily due to higher realized bill rates for our risk & investigations, data & analytics and construction solutions services.
SG&A expenses increased $2.3 million, or 2.3%, to $102.6 million for the year ended December 31, 2024. SG&A expenses of 24.6% of revenues in 2024 compared to 25.9% of revenues in 2023.
SG&A expenses decreased $8.7 million, or 8.5%, to $93.9 million for the year ended December 31, 2025. SG&A expenses of 25.1% of revenues in 2025 compared with 24.6% of revenues in 2024.
The effect of exchange rate changes on cash and cash equivalents had an unfavorable impact of $12.3 million for 2024 compared to a favorable impact of $15.6 million for 2023. For the year ended December 31, 2024, cash paid for income taxes and tax credits, net of refunds included $40.6 million of payments for the purchase of tax credits.
The effect of exchange rate changes on cash and cash equivalents had a favorable impact of $21.5 million for the year ended December 31, 2025 compared to an unfavorable impact of $12.3 million for the year ended December 31, 2024.
Year Ended December 31, 2024 Compared to December 31, 2023 Net cash provided by operating activities increased $170.6 million, or 76.0%, to $395.1 million compared to $224.5 million for the year ended December 31, 2023.
Year Ended December 31, 2025 Compared to December 31, 2024 Net cash provided by operating activities decreased $243.0 million to $152.1 million compared to $395.1 million for the year ended December 31, 2024.
See Note 14, “Debt” in Part II, Item 8 of this Annual Report for a further discussion of the Credit Agreement.
As of December 31, 2025, we were in compliance with the covenants contained in the Credit Agreement. See Note 13, “Debt” in Part II, Item 8 of this Annual Report for a further discussion of the Credit Agreement.
Historical results and any discussion of prospective results may not indicate our future performance. Business Overview FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”) is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional.
Historical results and any discussion of prospective results may not indicate our future performance. Business Overview FTI Consulting, Inc., including its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “FTI Consulting”) is a leading global expert firm for organizations facing crisis and transformation.
The increase in SG&A expenses was primarily driven by higher bad debt, largely related to one engagement, compensation and infrastructure support expenses. 44 TECHNOLOGY Year Ended December 31, 2024 2023 (dollars in thousands) Revenues $ 417,637 $ 387,855 Percentage change in revenues from prior year 7.7 % Operating expenses Direct cost of revenues 272,519 239,343 Selling, general and administrative expenses 102,576 100,316 Special charges 667 — 375,762 339,659 Segment operating income 41,875 48,196 Percentage change in segment operating income from prior year -13.1 % Add back: Depreciation 15,999 14,515 Special charges 667 — Adjusted Segment EBITDA $ 58,541 $ 62,711 Gross profit (1) $ 145,118 $ 148,512 Percentage change in gross profit from prior year -2.3 % Gross profit margin (2) 34.7 % 38.3 % Adjusted Segment EBITDA as a percentage of revenues 14.0 % 16.2 % Number of billable professionals (at period end) (3) 714 628 Percentage change in number of billable professionals from prior year 13.7 % (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues (3) Includes personnel involved in direct client assistance and billable consultants and excludes professionals employed on an as-needed basis Year Ended December 31, 2024 Compared to December 31, 2023 Revenues increased $29.8 million, or 7.7%, to $417.6 million for the year ended December 31, 2024, primarily due to higher demand for our M&A-related “second request” and information governance, privacy & security services, which was partially offset by lower demand for our investigations services.
The decrease in SG&A expenses was primarily driven by lower bad debt expense. 43 TECHNOLOGY Year Ended December 31, 2025 2024 (dollars in thousands) Revenues $ 373,883 $ 417,637 Percentage change in revenues from prior year -10.5 % Operating expenses Direct cost of revenues 249,946 272,519 Selling, general and administrative expenses 93,900 102,576 Special charges 1,928 667 345,774 375,762 Segment operating income 28,109 41,875 Percentage change in segment operating income from prior year -32.9 % Add back: Depreciation of property and equipment 15,281 15,999 Special charges 1,928 667 Adjusted Segment EBITDA $ 45,318 $ 58,541 Gross profit (1) $ 123,937 $ 145,118 Percentage change in gross profit from prior year -14.6 % Gross profit margin (2) 33.1 % 34.7 % Adjusted Segment EBITDA as a percentage of revenues 12.1 % 14.0 % Number of billable professionals (at period end) (3) 662 714 Percentage change in number of billable professionals from prior year -7.3 % (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues (3) Includes personnel involved in direct client assistance and billable consultants and excludes professionals employed on an as-needed basis Year Ended December 31, 2025 Compared to December 31, 2024 Revenues decreased $43.8 million, or 10.5%, to $373.9 million for the year ended December 31, 2025, primarily due to lower demand for our M&A-related “second request” services.
Gross profit increased $3.7 million, or 3.1%, to $122.7 million for the year ended December 31, 2024. Gross profit margin increased 0.4 percentage points from 2023 to 2024. The increase in gross profit margin was primarily due to lower compensation expenses as a percentage of revenues.
Gross profit increased $48.9 million, or 21.7%, to $274.1 million for the year ended December 31, 2025. Gross profit margin increased 3.2 percentage points from 2024 to 2025. The increase in gross profit margin was primarily due to higher realized bill rates. SG&A expenses increased $1.4 million, or 1.0%, to $146.5 million for the year ended December 31, 2025.
The increase in net cash provided by operating activities was primarily due to an increase in cash collections, which was partially offset by higher compensation, forgivable loan issuances, operating expenses and income tax payments as compared to the same period in the prior year.
The decrease in net cash provided by operating activities was primarily due to higher forgivable loan issuances, compensation and income tax payments, which was partially offset by an increase in cash collections. Days sales outstanding (“DSO”) was 88 days at December 31, 2025 and 97 days at December 31, 2024.
The increase in SG&A expenses was primarily due to higher compensation, infrastructure support and travel and entertainment expenses, which was partially offset by lower bad debt expenses. 45 STRATEGIC COMMUNICATIONS Year Ended December 31, 2024 2023 (dollars in thousands) Revenues $ 336,041 $ 329,230 Percentage change in revenues from prior year 2.1 % Operating expenses Direct cost of revenues 213,301 210,151 Selling, general and administrative expenses 76,378 71,615 Special charges 295 — Amortization of intangible assets 277 297 290,251 282,063 Segment operating income 45,790 47,167 Percentage change in segment operating income from prior year -2.9 % Add back: Depreciation and amortization of intangible assets 3,884 3,742 Special charges 295 — Adjusted Segment EBITDA $ 49,969 $ 50,909 Gross profit (1) $ 122,740 $ 119,079 Percentage change in gross profit from prior year 3.1 % Gross profit margin (2) 36.5 % 36.2 % Adjusted Segment EBITDA as a percentage of revenues 14.9 % 15.5 % Number of billable professionals (at period end) 981 971 Percentage change in number of billable professionals from prior year 1.0 % (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues Year Ended December 31, 2024 Compared to December 31, 2023 Revenues increased $6.8 million, or 2.1%, to $336.0 million for the year ended December 31, 2024, primarily due to higher public affairs and financial communications revenues, which was partially offset by lower corporate reputation revenues.
The decrease in SG&A expenses was primarily due to lower compensation, travel and entertainment and outside services expenses. 44 STRATEGIC COMMUNICATIONS Year Ended December 31, 2025 2024 (dollars in thousands) Revenues $ 378,489 $ 336,041 Percentage change in revenues from prior year 12.6 % Operating expenses Direct cost of revenues 238,483 213,301 Selling, general and administrative expenses 76,435 76,378 Special charges 3,268 295 Amortization of intangible assets 276 277 318,462 290,251 Segment operating income 60,027 45,790 Percentage change in segment operating income from prior year 31.1 % Add back: Depreciation and amortization of intangible assets 4,037 3,884 Special charges 3,268 295 Adjusted Segment EBITDA $ 67,332 $ 49,969 Gross profit (1) $ 140,006 $ 122,740 Percentage change in gross profit from prior year 14.1 % Gross profit margin (2) 37.0 % 36.5 % Adjusted Segment EBITDA as a percentage of revenues 17.8 % 14.9 % Number of billable professionals (at period end) 907 981 Percentage change in number of billable professionals from prior year -7.5 % (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues Year Ended December 31, 2025 Compared to December 31, 2024 Revenues increased $42.4 million, or 12.6%, to $378.5 million for the year ended December 31, 2025, which included a 1.5% estimated positive impact from FX.
Gross profit increased $8.4 million, or 3.9%, to $225.2 million for the year ended December 31, 2024. Gross profit margin decreased 0.5 percentage points from 2023 to 2024.
Gross profit decreased $21.2 million, or 14.6%, to $123.9 million for the year ended December 31, 2025. Gross profit margin decreased 1.6 percentage points from 2024 to 2025.
CORPORATE FINANCE & RESTRUCTURING Year Ended December 31, 2024 2023 (dollars in thousands, except rate per hour) Revenues $ 1,391,206 $ 1,346,678 Percentage change in revenues from prior year 3.3 % Operating expenses Direct cost of revenues 937,456 914,707 Selling, general and administrative expenses 219,645 210,388 Special charges 5,326 — Amortization of intangible assets 3,068 5,079 1,165,495 1,130,174 Segment operating income 225,711 216,504 Percentage change in segment operating income from prior year 4.3 % Add back: Depreciation and amortization of intangible assets 13,319 14,333 Special charges 5,326 — Adjusted Segment EBITDA $ 244,356 $ 230,837 Gross profit (1) $ 453,750 $ 431,971 Percentage change in gross profit from prior year 5.0 % Gross profit margin (2) 32.6 % 32.1 % Adjusted Segment EBITDA as a percentage of revenues 17.6 % 17.1 % Number of billable professionals (at period end) 2,286 2,215 Percentage change in number of billable professionals from prior year 3.2 % Utilization rate of billable professionals 58 % 60 % Average billable rate per hour $ 510 $ 494 (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues Year Ended December 31, 2024 Compared to December 31, 2023 Revenues increased $44.5 million, or 3.3%, to $1,391.2 million for the year ended December 31, 2024.
CORPORATE FINANCE Year Ended December 31, 2025 2024 (dollars in thousands, except rate per hour) Revenues $ 1,550,969 $ 1,391,206 Percentage change in revenues from prior year 11.5 % Operating expenses Direct cost of revenues 1,013,866 937,456 Selling, general and administrative expenses 234,358 219,645 Special charges 11,696 5,326 Amortization of intangible assets 2,288 3,068 1,262,208 1,165,495 Segment operating income 288,761 225,711 Percentage change in segment operating income from prior year 27.9 % Add back: Depreciation and amortization of intangible assets 13,667 13,319 Special charges 11,696 5,326 Adjusted Segment EBITDA $ 314,124 $ 244,356 Gross profit (1) $ 537,103 $ 453,750 Percentage change in gross profit from prior year 18.4 % Gross profit margin (2) 34.6 % 32.6 % Adjusted Segment EBITDA as a percentage of revenues 20.3 % 17.6 % Number of billable professionals (at period end) 2,297 2,286 Percentage change in number of billable professionals from prior year 0.5 % Utilization rate of billable professionals 60 % 58 % Average billable rate per hour $ 529 $ 510 (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues Year Ended December 31, 2025 Compared to December 31, 2024 Revenues increased $159.8 million, or 11.5%, to $1,551.0 million for the year ended December 31, 2025, primarily due to higher demand for our turnaround & restructuring and transactions services, higher realized bill rates for our transformation and transactions services and an increase in success fees, which was partially offset by lower demand for our transformation services and lower realized bill rates for our turnaround & restructuring services.
The following table reconciles Segment Operating Income to Adjusted Segment EBITDA for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 Corporate Finance FLC Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $ 280,088 Interest income and other (10,360) Interest expense 6,951 Income tax provision 70,683 Operating income $ 225,711 $ 77,490 $ 104,090 $ 41,875 $ 45,790 $ (147,594) $ 347,362 Depreciation of property and equipment 10,251 6,604 5,400 15,999 3,607 2,049 43,910 Amortization of intangible assets 3,068 838 — — 277 — 4,183 Special charges 5,326 1,785 8 667 295 149 8,230 Adjusted EBITDA $ 244,356 $ 86,717 $ 109,498 $ 58,541 $ 49,969 $ (145,396) $ 403,685 Year Ended December 31, 2023 Corporate Finance FLC Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $ 274,892 Interest income and other 4,867 Interest expense 14,331 Income tax provision 83,471 Operating income $ 216,504 $ 81,296 $ 109,818 $ 48,196 $ 47,167 $ (125,420) $ 377,561 Depreciation of property and equipment 9,254 6,030 5,989 14,515 3,445 1,846 41,079 Amortization of intangible assets 5,079 783 — — 297 — 6,159 Adjusted EBITDA $ 230,837 $ 88,109 $ 115,807 $ 62,711 $ 50,909 $ (123,574) $ 424,799 40 Total Adjusted Segment EBITDA We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses.
The following tables reconcile Segment Operating Income to Adjusted Segment EBITDA for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 Corporate Finance FLC Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $ 270,871 Interest income and other (3,330) Interest expense 21,396 Income tax provision 100,140 Operating income $ 288,761 $ 121,223 $ 18,794 $ 28,109 $ 60,027 $ (127,837) $ 389,077 Depreciation of property and equipment 11,379 7,532 5,302 15,281 3,761 2,509 45,764 Amortization of intangible assets 2,288 915 — — 276 — 3,479 Special charges 11,696 5,475 983 1,928 3,268 1,945 25,295 Adjusted EBITDA $ 314,124 $ 135,145 $ 25,079 $ 45,318 $ 67,332 $ (123,383) $ 463,615 Year Ended December 31, 2024 Corporate Finance FLC Economic Consulting Technology Strategic Communications Unallocated Corporate Total Net income $ 280,088 Interest income and other (10,360) Interest expense 6,951 Income tax provision 70,683 Operating income $ 225,711 $ 77,490 $ 104,090 $ 41,875 $ 45,790 $ (147,594) $ 347,362 Depreciation of property and equipment 10,251 6,604 5,400 15,999 3,607 2,049 43,910 Amortization of intangible assets 3,068 838 — — 277 — 4,183 Special charges 5,326 1,785 8 667 295 149 8,230 Adjusted EBITDA $ 244,356 $ 86,717 $ 109,498 $ 58,541 $ 49,969 $ (145,396) $ 403,685 39 Total Adjusted Segment EBITDA We define Total Adjusted Segment EBITDA, which is a non-GAAP financial measure, as the total of Adjusted Segment EBITDA for all segments, which excludes unallocated corporate expenses.
The increase in SG&A expenses was primarily due to higher rent, compensation, marketing, and other general and administrative expenses. 46 LIQUIDITY AND CAPITAL RESOURCES Liquidity Our annual cash flows from operations generally exceed our cash needs for capital expenditures and debt service requirements. We typically finance our day-to-day operations, capital expenditures, acquisitions and share repurchases through cash flows from operations.
SG&A expenses were 20.2% of revenues in 2025 compared to 22.7% in 2024. 45 LIQUIDITY AND CAPITAL RESOURCES Liquidity Our annual cash flows from operations generally exceed our cash needs for capital expenditures and debt service requirements. We typically finance our day-to-day operations, capital expenditures, acquisitions and share repurchases through cash flows from operations.
SG&A expenses of 15.2% of revenues in 2024 compared to 14.1% in 2023.
SG&A expenses of 19.2% of revenues in 2025 compared to 21.0% in 2024.
Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this report. 35 Full Year 2024 Executive Highlights Financial Highlights Year Ended December 31, 2024 2023 % Increase (Decrease) (dollar amounts in thousands, except per share amounts) Revenues $ 3,698,652 $ 3,489,242 6.0 % Special charges (1) $ 8,230 $ — 100.0 % Net income $ 280,088 $ 274,892 1.9 % Adjusted EBITDA $ 403,685 $ 424,799 -5.0 % Earnings per common share — diluted $ 7.81 $ 7.71 1.3 % Adjusted earnings per common share — diluted $ 7.99 $ 7.71 3.6 % Net cash provided by operating activities $ 395,097 $ 224,461 76.0 % Total number of employees 8,374 7,990 4.8 % (1) Excluded from non-GAAP financial measures Revenues Revenues for the year ended December 31, 2024 increased $209.4 million , or 6.0%, compared to the year ended December 31, 2023 due to increased revenues in all of our business segments.
Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this report. 35 Full Year 2025 Executive Highlights Financial Highlights Year Ended December 31, 2025 2024 Percentage change (dollar amounts in thousands, except per share amounts) Revenues $ 3,788,857 $ 3,698,652 2.4 % Special charges (1) $ 25,295 $ 8,230 207.4 % Net income $ 270,871 $ 280,088 -3.3 % Adjusted EBITDA $ 463,615 $ 403,685 14.8 % EPS $ 8.24 $ 7.81 5.5 % Adjusted EPS $ 8.83 $ 7.99 10.5 % Net cash provided by operating activities $ 152,132 $ 395,097 -61.5 % Total number of employees 8,118 8,374 -3.1 % (1) Excluded from non-GAAP financial measures, including Adjusted EBITDA and Adjusted EPS.
Net cash used in financing activities decreased $339.3 million, or 95.7%, to $15.4 million compared to $354.7 million for the year ended December 31, 2023.
Net cash used in financing activities increased $495.1 million to $510.5 million compared to $15.4 million for the year ended December 31, 2024.
The increase in SG&A expenses was primarily driven by higher bad debt, travel and entertainment, rent, and other general and administrative expenses. 43 ECONOMIC CONSULTING Year Ended December 31, 2024 2023 (dollars in thousands, except rate per hour) Revenues $ 863,557 $ 771,374 Percentage change in revenues from prior year 12.0 % Operating expenses Direct cost of revenues 628,424 552,697 Selling, general and administrative expenses 131,035 108,859 Special charges 8 — 759,467 661,556 Segment operating income 104,090 109,818 Percentage change in segment operating income from prior year -5.2 % Add back: Depreciation 5,400 5,989 Special charges 8 — Adjusted Segment EBITDA $ 109,498 $ 115,807 Gross profit (1) $ 235,133 $ 218,677 Percentage change in gross profit from prior year 7.5 % Gross profit margin (2) 27.2 % 28.3 % Adjusted Segment EBITDA as a percentage of revenues 12.7 % 15.0 % Number of billable professionals (at period end) 1,110 1,089 Percentage change in number of billable professionals from prior year 1.9 % Utilization rate of billable professionals 66 % 67 % Average billable rate per hour $ 584 $ 547 (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues Year Ended December 31, 2024 Compared to December 31, 2023 Revenues increased $92.2 million, or 12.0%, to $863.6 million for the year ended December 31, 2024, primarily due to higher demand and realized bill rates for our M&A-related antitrust and financial economics services and higher realized bill rates for our non-M&A-related antitrust services, which was partially offset by lower demand for our non-M&A-related antitrust services.
The increase in SG&A expenses was primarily due to higher compensation and infrastructure support expenses, which was partially offset by favorable litigation settlements. 42 ECONOMIC CONSULTING Year Ended December 31, 2025 2024 (dollars in thousands, except rate per hour) Revenues $ 720,829 $ 863,557 Percentage change in revenues from prior year -16.5 % Operating expenses Direct cost of revenues 578,473 628,424 Selling, general and administrative expenses 122,579 131,035 Special charges 983 8 702,035 759,467 Segment operating income 18,794 104,090 Percentage change in segment operating income from prior year -81.9 % Add back: Depreciation of property and equipment 5,302 5,400 Special charges 983 8 Adjusted Segment EBITDA $ 25,079 $ 109,498 Gross profit (1) $ 142,356 $ 235,133 Percentage change in gross profit from prior year -39.5 % Gross profit margin (2) 19.7 % 27.2 % Adjusted Segment EBITDA as a percentage of revenues 3.5 % 12.7 % Number of billable professionals (at period end) 1,014 1,110 Percentage change in number of billable professionals from prior year -8.6 % Utilization rate of billable professionals 59 % 66 % Average billable rate per hour $ 583 $ 584 (1) Revenues less direct cost of revenues (2) Gross profit as a percentage of revenues Year Ended December 31, 2025 Compared to December 31, 2024 Revenues decreased $142.7 million, or 16.5%, to $720.8 million for the year ended December 31, 2025, which included a 1.2% estimated positive impact from FX.
The following table details the special charges by segment: Year Ended December 31, 2024 Corporate Finance $ 5,326 FLC 1,785 Economic Consulting 8 Technology 667 Strategic Communications 295 Segment special charge 8,081 Unallocated Corporate 149 Total special charges $ 8,230 There were no special charges recorded during the year ended December 31, 2023.
The following table details the special charges by segment: Year Ended December 31, 2025 Corporate Finance $ 11,696 FLC 5,475 Economic Consulting 983 Technology 1,928 Strategic Communications 3,268 Segment special charges 23,350 Unallocated Corporate 1,945 Total special charges $ 25,295 During the year ended December 31, 2024 , we recorded special charges of $8.2 million.
Adjusted EPS for the year ended December 31, 2024 increased $0.28 to $7.99 compared to $7.71 for the year ended December 31, 2023. Adjusted EPS for the year ended December 31, 2024 excludes the $8.2 million special charge, which increased Adjusted EPS by $0.18.
Adjusted EPS for the years ended December 31, 2025 and 2024 excludes the $25.3 million and $8.2 million special charges, which increased Adjusted EPS by $0.59 and $0.18, respectively.
Adjusted EBITDA for the year ended December 31, 2024 excludes the $8.2 million special charge. EPS and Adjusted EPS EPS for the year ended December 31, 2024 increased $0.10 to $7.81 com pared to $7.71 for the year ended December 31, 2023. The increase in EPS was primarily due to the higher net income described above.
Adjusted EBITDA for the years ended December 31, 2025 and 2024 excludes the $25.3 million and $8.2 million special charges, respectively. EPS and Adjusted EPS EPS for the year ended December 31, 2025 increased $0.43 to $8.24 com pared to $7.81 for the year ended December 31, 2024.
The decrease in Adjusted EBITDA was primarily due to an increase in direct compensation expenses, which includes the impact of a 4.5% increase in billable headcount, higher SG&A expenses, which includes the impact of a 6.2% increase in non-billable headcount, and an increase in bad debt and outside services expenses, which was partially offset by higher revenues.
The increase in Adjusted EBITDA was primarily due to higher revenues and lower SG&A expenses, which include legal settlement gains. The increase was partially offset by higher direct costs, which includes the impact of higher variable compensation and forgivable loan amortization.
Our professionals help organizations better address risk as the growing volume and variety of enterprise and emerging data intersects with legal, regulatory and compliance needs.
Our professionals help organizations better address risk as the growing volume and variety of enterprise and emerging data intersects with legal, regulatory and compliance needs. We deliver a wide range of expert and AI-powered solutions driven by five core client needs: Blockchain & Digital Assets, Information Governance, Privacy & Security, Investigations, Litigation, and M&A, Antitrust and Competition.
Our effective tax rate of 20.2% for 2024 compared to 23.3% for 2023. The decrease in the income tax provision was primarily due to a more favorable tax benefit related to share-based compensation, as a larger number of non-qualified stock options were exercised during the year ended December 31, 2024 as compared to the prior year.
Our effective tax rate of 27.0% in 2025 compared to 20.2% in 2024. The increase in the income tax provision was primarily due to a less favorable tax benefit related to share-based compensation, resulting from fewer non-qualified stock option exercises and an increase in valuation allowances against certain foreign deferred tax assets as compared to the prior year.
We deliver a wide range of services centered around three core offerings: Transactions, Transformation & Strategy and Turnaround & Restructuring.
Our clients include companies, boards of directors, investors, private equity sponsors, lenders, and other financing sources and creditor groups, governments and other interested parties. We deliver a wide range of services centered around three core offerings: Transactions, Transformation and Turnaround & Restructuring.
Gross profit decreased $3.4 million, or 2.3%, to $145.1 million for the year ended December 31, 2024. Gross profit margin decreased 3.5 percentage points from 2023 to 2024. The decrease in gross profit margin was primarily due to lower profitability of our consulting and hosting services.
Excluding the estimated impact from FX, revenues increased $37.4 million, or 11.1%, primarily due to higher demand for our corporate reputation services and an $18.2 million increase in pass-through revenues. Gross profit increased $17.3 million, or 14.1%, to $140.0 million for the year ended December 31, 2025. Gross profit margin increased 0.5 percentage points from 2024 to 2025.
SG&A expenses increased $10.4 million, or 7.7%, to $145.1 million for the year ended December 31, 2024. SG&A expenses of 21.0% of revenues in 2024 compared to 20.6% in 2023.
SG&A expenses decreased $8.5 million, or 6.5%, to $122.6 million for the year ended December 31, 2025, which included a 1.3% estimated negative impact from FX. SG&A expenses of 17.0% of revenues in 2025 compared to 15.2% of revenues in 2024.
During 2025, we currently expect to make capital expenditures to support our organization in an aggregate amount of between $70 million and $86 million, which includes costs related to leasehold improvements for our new office space in Chicago, Illinois, cloud computing costs and investments related to AI capabilities.
Capital Expenditures During 2025, we spent $58.5 million in capital expenditures to support our organization. During 2026, we currently expect to make capital expenditures to support our organization in an aggregate amount of between $48 million and $58 million.
Future events could cause actual payments to differ from these amounts. 49 Off-Balance Sheet Arrangements As of December 31, 2024 and 2023, the Company was contingently liable under bank guarantees issued by our banks in favor of third parties that totaled $10.9 million and $7.8 million, respectively.
Off-Balance Sheet Arrangements As of December 31, 2025 and 2024, we were contingently liable under bank guarantees issued in favor of third parties that totaled $17.5 million and $10.9 million, respectively. These bank guarantees primarily support bid and performance obligations and operating leases for office space.
Our borrowings in the prior year included amounts owed on our 2.0% convertible senior notes due 2023 (“2023 Convertible Notes”), which matured in August 2023, as well as borrowings on our senior secured bank revolving credit facility (“Credit Facility”). 39 Income tax provision Our income tax provision decreased $12.8 million, or 15.3%, to $70.7 million in 2024 compared to $83.5 million for the year ended December 31, 2023.
Interest expense Interest expense increased $14.4 million, or 207.8%, to $21.4 million for the year ended December 31, 2025 compared to $7.0 million for the year ended December 31, 2024, primarily due to higher borrowings on our senior unsecured bank revolving credit facility (“Credit Facility”). 38 Income tax provision Our income tax provision increased $29.5 million, or 41.7%, to $100.1 million for the year ended December 31, 2025 compared to $70.7 million for the year ended December 31, 2024.
The decrease was primarily due to a $24.4 million payment for a short-term investment during 2023 and the maturity of the short-term investment of $25.2 million during 2024. In addition, there was a $14.1 million decrease in capital expenditures primarily driven by lower spend on cloud computing costs and leasehold improvements as compared to the prior year.
The increase in net cash used in investing activities was due to a $23.1 million increase in capital expenditures, primarily related to higher spend on leasehold improvements as compared to the year ended December 31, 2024, as well as the prior year maturity of a short-term investment of $25.2 million, which created an inflow in the comparative prior year period.
Interest expense Interest expense decreased $7.4 million, or 51.5%, to $7.0 million in 2024 compared to $14.3 million for the year ended December 31, 2023. The decrease was primarily due to lower borrowings, which was partially offset by higher interest rates on our borrowings.
Revenues Revenues for the year ended December 31, 2025 increased $90.2 million, or 2.4%, compared to the year ended December 31, 2024, due to higher revenues in our Corporate Finance, FLC and Strategic Communications segments, which was partially offset by lower revenues in our Economic Consulting and Technology segments.
Pass-through revenues contributed $9.7 million, or 0.7% of the increase. Excluding the pass-through revenues, the $34.9 million, or 2.7%, increase in revenues was primarily due to higher realized bill rates for our restructuring and transactions services and higher demand for our transactions services, which was partially offset by lower demand for our transformation & strategy services.
Excluding the estimated impact from FX, revenues decreased $153.5 million, or 17.8%. The decrease in revenues was primarily due to lower demand for our M&A-related antitrust and non-M&A-related antitrust services, which was partially offset by higher demand for our financial economics services, as well as higher realized bill rates for our non-M&A-related antitrust and M&A-related antitrust services.
The decrease in DSO was primarily due to cash collections that outpaced the increase in revenues. Net cash used in investing activities decreased $63.7 million, or 86.2%, to $10.2 million compared to $73.8 million for the year ended December 31, 2023.
Net cash used in investing activities increased $48.4 million to $58.5 million compared to $10.2 million for the year ended December 31, 2024.
The decrease in gross profit margin was primarily due to higher compensation expenses as a percentage of revenues, which was largely offset by internal cost recovery related to an initiative to develop AI capabilities for the Company. The related costs are included in our unallocated corporate expenses.
The increase in gross profit margin was primarily due to lower compensation expenses as a percentage of revenues, which included a 7.5% decline in billable headcount. This increase was partially offset by higher pass-through revenues and expenses.
The decrease in gross profit margin was primarily due to an increase in compensation and outside consultant expenses as a percentage of revenues, which was partially offset by the impact of higher realized bill rates. SG&A expenses increased $22.2 million, or 20.4%, to $131.0 million for the year ended December 31, 2024.
The decrease in gross profit margin was primarily due to a 7 percentage point decrease in utilization and higher forgivable loan amortization expenses, which was partially offset by higher realized bill rates for our non-M&A-related antitrust and M&A-related antitrust services and lower compensation expenses, including the impact of an 8.6% decline in billable headcount.
These bank guarantees primarily support bid and performance obligations and operating leases for office space. The amounts are guaranteed under guarantee facilities totaling $42.7 million and $36.2 million at December 31, 2024 and 2023, respectively. The Company had $31.8 million and $28.4 million available under the facilities at December 31, 2024 and 2023, respectively.
The amounts are guaranteed under guarantee facilities totaling $32.5 million and $42.7 million as of December 31, 2025 and 2024, respectively. We had $15.0 million and $31.8 million available under the guarantee facilities as of December 31, 2025 and 2024, respectively.
SG&A expenses increased $4.8 million, or 6.7%, to $76.4 million for the year ended December 31, 2024. SG&A expenses of 22.7% of revenues in 2024 compared to 21.8% in 2023.
Unallocated corporate expenses Unallocated corporate expenses decreased $19.8 million, or 13.4%, to $127.8 million compared to $147.6 million for the year ended December 31, 2024, primarily due to legal settlement gains.
We report financial results for the following five reportable segments: Our Corporate Finance & Restructuring (“Corporate Finance”) segment focuses on the strategic, operational, financial, transactional and capital needs of our clients around the world. Our clients include companies, boards of directors, investors, private equity sponsors, lenders, and other financing sources and creditor groups, as well as other parties-in-interest and governments.
Individually, each of our segments and practices is staffed with experts recognized for the depth of their knowledge and a track record of making an impact. We report financial results for the following five reportable segments: Our Corporate Finance segment focuses on the strategic, operational, financial, transactional and capital needs of our clients around the world.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeSee Note 8, “Interest Income and Other” in Part II, Item 8 of this Annual Report for information. 51 Translation of Financial Results Most of our foreign subsidiaries operate in a currency other than USD; therefore, increases or decreases in the value of USD against other major currencies will affect our operating results and the value of our balance sheet items denominated in foreign currencies.
Biggest changeTranslation of Financial Results Most of our foreign subsidiaries operate in a currency other than USD; therefore, increases or decreases in the value of USD against other major currencies will affect our operating results and the value of our balance sheet items denominated in foreign currencies.
Our most significant exposures to translation risk relate to functional currency assets and liabilities that are denominated in the Euro, Australian dollar, British pound and Canadian dollar. The following table details the unrealized changes in the net investments of foreign subsidiaries whose currencies are denominated in currencies other than USD for the years ended December 31, 2024 and 2023.
Our most significant exposures to translation risk relate to functional currency assets and liabilities that are denominated in the Euro, Australian dollar, British pound and Canadian dollar. The following table details the unrealized changes in the net investments of foreign subsidiaries whose currencies are denominated in currencies other than USD for the years ended December 31, 2025 and 2024.
A hypothetical 100 basis point increase in interest rate for the year ended December 31, 2023 would have a $0.8 million effect on interest expense. Future interest rate risk may be affected by revolving line of credit borrowings subsequent to December 31, 2024 and prior to the November 21, 2027 maturity date of our Credit Facility.
A hypothetical 100 basis point increase in interest rate for the year ended December 31, 2024 would have a $0.6 million effect on interest expense. Future interest rate risk may be affected by revolving line of credit borrowings subsequent to December 31, 2025 and prior to the November 21, 2027 maturity date of our Credit Facility.
In cases where settlement of intercompany balances is not practical, we may use cash to create offsetting currency positions to reduce exposure. Gains and losses from FX transactions are included in interest income and other on our Consolidated Statements of Comprehensive Income.
In cases where settlement of intercompany balances is not practical, we may use cash to create offsetting currency positions to reduce exposure. Gains and losses from FX transactions are included in interest income and other on our Consolidated Statements of Comprehensive Income. See Note 8, “Interest Income and Other” in Part II, Item 8 of this Annual Report for information.
For details related to variable interest rates on our Credit Facility, refer to Note 14, “Debt” in Part II, Item 8 of this Annual Report. As of December 31, 2024 and 2023, our Credit Facility had no borrowings outstanding. Variable interest borrowings had a weighted average interest rate of 7.45% during the twelve months ended December 31, 2024.
For details related to variable interest rates on our Credit Facility, refer to Note 13, “Debt” in Part II, Item 8 of this Annual Report. We had $365.0 million of outstanding borrowings under our Credit Facility as of December 31, 2025. Variable interest borrowings had a weighted average interest rate of 5.81% during the twelve months ended December 31, 2025.
These translation adjustments are reflected in “Other comprehensive income (loss)” on our Consolidated Statements of Comprehensive Income. Year Ended December 31, 2024 2023 Changes in Net Investment of Foreign Subsidiaries (in thousands) Euro $ (10,136) $ 6,210 Australian dollar (6,109) (161) British pound (1,928) 15,842 Canadian dollar (1,514) 1,017 All other (6,425) 3,354 Total $ (26,112) $ 26,262 52
These translation adjustments are reflected in “Other comprehensive income (loss)” on our Consolidated Statements of Comprehensive Income. Year Ended December 31, 2025 2024 Changes in Net Investment of Foreign Subsidiaries (in thousands) Euro $ 21,136 $ (10,136) Australian dollar 12,828 (6,109) British pound 19,058 (1,928) Canadian dollar 922 (1,514) All other (6,976) (6,425) Total $ 46,968 $ (26,112) 51
A hypothetical 100 basis point increase in interest rate for the year ended December 31, 2024 would have a $0.6 million effect on interest expense. Variable interest borrowings had a weighted average interest rate of 7.09% during the twelve months ended December 31, 2023.
A hypothetical 100 basis point increase in interest rate for the year ended December 31, 2025 would have a $3.3 million effect on interest expense. We had no outstanding borrowings under our Credit Facility as of December 31, 2024. Variable interest borrowings had a weighted average interest rate of 7.45% during the twelve months ended December 31, 2024.

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