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
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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