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SEC Comment Letter for FTI CONSULTING, INC (FCN) (CIK 0000887936) (FCN) — May 30, 2013

FTI CONSULTING, INC (FCN) (CIK 0000887936)
Date: May 30, 2013 · CIK: 0000887936 · Accession: 0000000000-13-029468

Financial Reporting Regulatory Compliance Revenue Recognition

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
May 30, 2013
Author
/s/ Jonathan Wiggins
Form
UPLOAD
Company
FTI CONSULTING, INC (FCN) (CIK 0000887936)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE May 30, 2013 Via E -mail Mr. Jack B. Dunn, IV President and Chief Executive Officer FTI Consulting, Inc. 777 South Flagler Drive, Suite 1500 West Tower West Palm Beach, FL 33401

RE: FTI Consulting, Inc. Form 10 -K for the Fiscal Year Ended December 31, 2012 Filed February 28, 2013 File No. 1-14875

Dear Mr. Dunn :

We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please re spond to this letter within ten business days by prov iding the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information you provide in response to thes e comments, we may have additional comments.

Business Overview, page 45

1. We note your disclosures on page 46 regarding your non -GAAP measures. Please revise in future filings to provide a statement disclosing the reasons why you believe that presentation of each of the non -GAAP financial measures provides useful information to investors regarding your financial condition and results of operations. For example, please disclose why you believe each measure is useful for evaluating your results of operations as compared from period -to-period and as compared to your competitors. Please provide us with your proposed disclosure.

Results of Operations, page 54

2. We note that total segment operating income is a non -GAAP measure, and that you have reconciled this measure to net income (loss) as part of your recon ciliation of total adjusted segment EBITDA on page 59. Please revise in future filings to also include all

Mr. Jack B. Dunn, IV FTI Consulting, Inc. May 30, 2013 Page 2

of the disclosures required by Item 10(e) of Regulation S -K. Refer to Question 104.04 of the Compliance and Disclosure Interpretations on Non -GAAP Financial Measures.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing inclu des the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules req uire. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our commen ts, please provide a written statement from the company acknowledging that

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact William Demarest, Staff Acc ountant, at (202) 551-3432 or me at (202) 551-3694 with any questions.

Sincerely,
/s/ Jonathan Wiggins

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

May 30, 2013

Via E -mail
Mr. Jack B. Dunn, IV
President and Chief Executive Officer
FTI Consulting, Inc.
777 South Flagler Drive, Suite 1500 West Tower
West Palm Beach, FL  33401

 RE: FTI Consulting, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 28, 2013
  File No. 1-14875

Dear Mr. Dunn :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please re spond to this letter within ten business days by prov iding the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information  you provide in response to thes e comments, we may
have additional comments.

Business Overview, page 45

1. We note your disclosures on page 46 regarding your non -GAAP measures.  Please revise
in future filings to provide a statement disclosing the reasons why you believe that
presentation  of each of the non -GAAP financial measures provides useful information to
investors regarding your financial condition and results of operations. For example,
please disclose why you believe each measure is useful for evaluating your results of
operations  as compared from period -to-period and as compared to your competitors.
Please provide us with your proposed disclosure.

Results of Operations, page 54

2. We note that total segment operating income is a non -GAAP measure, and that you have
reconciled this measure to net income (loss) as part of your recon ciliation of total
adjusted segment EBITDA on page 59.  Please revise in future filings to also include all

Mr. Jack B. Dunn, IV
FTI Consulting, Inc.
May 30, 2013
Page 2

 of the disclosures required by Item 10(e) of Regulation S -K.  Refer to Question 104.04 of
the Compliance and Disclosure Interpretations on Non -GAAP Financial Measures.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inclu des the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules req uire.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our commen ts, please provide a written  statement from the company
acknowledging that

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any  action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact William Demarest, Staff Acc ountant, at (202) 551-3432 or me at (202)
551-3694  with any questions.

        Sincerely,

        /s/ Jonathan Wiggins

        Jonathan Wiggins
        Staff Accountant