FTI CONSULTING INC

•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

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 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 perform sophisticated economic analyses and provide expert testimony on international and regulatory antitrust and competition proceedings, practices and litigation, including the following offerings:

•M&A-related Antitrust

•Non-M&A-related Antitrust

Financial Economics. 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 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. 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 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. 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

•Legal Technology Selection and Implementation

•Subscriptions and Managed Services

E-discovery and Analytics Services and Expertise. 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. We 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. 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 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

Financial Communications. 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 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. 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

•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. We have been leveraging AI to develop solutions for our clients for over a decade, building a leading position in the legal market. We continue to invest in machine learning and AI-related platforms to support our internal infrastructure. 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. Our AI experts craft tailored AI strategies that align with our clients’ business objectives, leveraging AI and other technologies in their organizations to respond to the market, unlock growth opportunities and manage risk. We continue to invest in our open-source approach while making judicious investments in new and emerging technologies, adapting and refining our strategy by embracing new ways of working to develop services, identify commercial opportunities, improve our performance, increase internal efficiencies and otherwise add value for our clients. We have seen, and continue to believe, that the demand for AI and other technology-enabled consulting services will continue to grow as these capabilities advance in sophistication.

•Cybersecurity Risk. The evolving cybersecurity risk landscape, characterized by increasingly sophisticated threats and rising incidents of data breaches, drives demand for cybersecurity preparedness, post-breach investigations, crisis communications and related services, particularly in our FLC, Technology and Strategic Communications segments. Our global team of cybersecurity experts, incident response experts, developers and data scientists provides cyber incident response solutions across the event lifecycle, including preparedness and response planning, analysis, identification, containment, eradication, mitigation and system refinements. Additionally, we provide strategic communications services such as crisis management, corporate reputation and public affairs support for our clients during high-stakes cybersecurity breaches, as they work to manage stakeholder communications with investors, clients, employees, business partners and regulators, among other key stakeholders.

•Developing Markets. The growth and continuation of multinational companies and global consolidation can precipitate antitrust and competition scrutiny and the international spread of issues and practices that historically have been more common in the U.S., such as increased and complex litigation, corporate restructuring and bankruptcy activities, and antitrust and competition scrutiny. Additionally, shifts in trade and tariff policies can create significant challenges for companies operating in developed and emerging markets, often impacting supply chains, market access and cost structures. Companies in the developing world and multinational companies can benefit from our expert advice to access capital and business markets, comply with the regulatory, trade and other requirements of multiple countries, structure transactions and conduct due diligence, which drives demand for services across all of our segments.

•Emerging Data, Including Cloud-Based Collaboration and Communications Platforms. New and disparate communication systems, built on the cloud to enable easier access for global and mobile workforces, present new challenges for organizations to control, understand, manage and remediate their data. These emerging data systems were not designed to support discovery or investigations, yet regulators and the courts have made clear that if emerging data contains relevant information, it should be collected and produced or the company is at risk of spoliation and fines. Organizations need a broad range of services like ours to ensure that emerging data is governed in accordance with global regulations and security best practices, and incorporated into normal legal and regulatory processes.

•Financial Markets. 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.

•Litigation and Disputes. Litigation and business disputes, the complexity of the issues presented, and the amount of potential damages and penalties drive demand for the services offered by many of our segments, particularly our FLC, Economic Consulting and Technology 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.

•M&A Activity. M&A activity is an important driver for all of our segments. 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. Our services following the close of a transaction include post-M&A integration, transformation and disputes services.

•Operational Challenges and Opportunities. Operational challenges and opportunities drive demand for services across all of our segments. Businesses facing challenges require the evaluation and re-evaluation of strategy, risks and opportunities. 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. 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. 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. 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 need to understand and address the impact of new or changing regulation and legislation, as well as the increasing costs of doing business, including the growing number of differing data sources maintained throughout the enterprise, has prompted companies to focus on better assessing and managing risks and opportunities. In addition, boards of directors, audit committees and independent board committees have been increasingly tasked with conducting internal investigations of financial wrongdoing, regulatory non-compliance and other issues. These factors and laws, such as the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act in the U.S., have contributed to the demand for independent consultants and experts to investigate and provide analyses to support the work of outside legal counsel, accountants and other advisors. These types of investigations also increasingly demand the use of multiple disciplinary service offerings like ours, which combine skills and capabilities across segments and practices with industry expertise.

Our Competitive Strengths

We compete primarily on the basis of the breadth of our services, the quality of our work, the prominence of our professionals, our geographic reach, our reputation and performance record, our specialized industry expertise and our strong client relationships. We believe our success is driven by a combination of long-standing competitive strengths, including:

•Pre-eminent Positions and Professionals. As a leading global expert firm for crises and transformation, we believe that we have pre-eminent market positions and experts. 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 Indexfor 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. Restructuring Advisor by The Deal for the 17th consecutive year.

•Compass Lexecon was named Competition Economics Firm of the Year by Lexology Index for the 10th consecutive year.

•FTI Consulting recognized as a leading firm in the Chambers Litigation Support 2024, Chambers Crisis and Risk Management 2024 and Chambers FinTech 2024 guides.

•FTI Consulting and its subsidiary Compass Lexecon ranked in the top 3 on Global Arbitration Review’s GAR 100 Expert Witness Firms’ Power Index.

•FTI Consulting was ranked #14 on Forbes magazine’s inaugural list of Most Trusted Companies in America.

•FTI Consulting recognized as one of the 50 Most Prestigious Consulting Firms in North America and one of the 150 Best Internships by Vault.

•FTI Consulting recognized as being one of America’s Greatest Workplaces for Diversity 2024 by Newsweek.

•FTI Consulting named a Great Place to Work–Certified company in the U.S., Canada, the UK, France, Germany, Spain, the UAE, Singapore, Hong Kong and Australia.

•FTI Consulting named to U.S. News Best Companies to Work For by U.S. News & World Report.

•Compass Lexecon ranked as an Elite Competition Economics Firm in the Global Competition Review 100 2024.

•Diversified Service Offerings. Our five reportable segments offer a diversified portfolio of practices providing services across our four geographic regions. 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. We provide services to a diverse group of clients, including Fortune 500 companies, FTSE 100 companies, global financial institutions, banks, private equity funds and local, state and national governments and agencies in the U.S. and other countries. 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. 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. Our breadth and depth of practice and service offerings combined with our deep industry expertise and global footprint drive demand from clients that seek our unique cross-segment and cross-region client solutions as a leading global expert firm for crises and transformation: both event-driven and well-planned situations, including mergers and acquisitions, reputational issues, antitrust issues, liquidity issues, investigations and disputes, and long-term transformation and strategy events across different jurisdictions.

•Strong Cash Flows. Our business model has several characteristics that produce consistent cash flows. Our strong cash flows support business operations, capital expenditures and our ability to service our indebtedness and pursue our growth and other strategies.

Our Business Strategy

We build client relationships based on the quality of our services, our brand and the reputation of our professionals. We provide diverse complementary services to meet our clients’ needs around the world. We emphasize client service and satisfaction. We aim to build strong brand recognition. The following are key elements of our business strategy:

•Leverage Our Practitioners’ and Businesses’ Expertise, Geographic Reach, Diverse Service Offerings and Client Relationships. We work hard to maintain and strengthen our core practices and competencies. We believe that our recognized expertise, geographic reach, diverse service offerings and client relationships, coupled with our successful track record of serving as a trusted advisor for our clients when they are facing their greatest challenges and opportunities, are the most critical elements in a decision to retain us. 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.

•Strategic Acquisitions. 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 endeavor to leverage our investments to build positions that will support profitable growth on a sustained basis through a variety of economic conditions.

•Enhance Value through Capital Allocation. 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. 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. In marketing our services, we emphasize our experience, the quality of our services and our professionals’ particular areas of expertise, as well as our ability to quickly staff large engagements across multiple jurisdictions. While we aggressively seek new business opportunities, we maintain high professional standards and carefully evaluate potential new client relationships and engagements before accepting them.

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. 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. Our professionals are crucial to delivering our services to clients and generating new business. Through our staff of highly qualified professionals, we can handle a large number of complex global assignments simultaneously. 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. Our professionals include Ph.D.s, MBAs, JDs, CPAs, CPA-ABVs (CPAs accredited in business valuations), CPA-CFFs (CPAs certified in financial forensics), CRAs (certified risk analysts), Certified Turnaround Professionals, Certified Insolvency and Reorganization Advisors, Certified Fraud Examiners, ASAs (accredited senior appraisers), construction engineers and former senior government officials.

•Inclusive and High-Performing Culture. 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 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. Our recruitment and employment practices are designed to comply with the applicable laws of the jurisdictions in which we conduct those activities, reinforcing our commitment to equitable opportunities and a culture of belonging.

•Talent Development. 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. 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. All full-time FTI Consulting employees are eligible to participate in our Corporate Citizenship program, which includes charitable gift matching, paid time off for volunteering and corporate-sponsored pro bono engagements.

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. 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. 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.

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. 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 subject to fixed vesting schedules ranging over two to nine years depending on the dollar value of such awards at grant. 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. 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. 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. The value of our incentive-based opportunities, in the aggregate, as well as on an individual basis, has been and is expected to continue to be significant.

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. In some cases, we may have engagements through law firms that represent a larger percentage of our consolidated revenues or the revenues of a segment; however, in these situations, each law firm engages us on behalf of multiple clients.

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. Our competitors include large organizations, such as the global accounting firms and large management and financial consulting companies that offer a broad range of consulting services; investment banking firms; information technology consulting and software companies that offer niche services that are the same or similar to services or products offered by one or more of our segments and small firms and independent contractors that provide one or more specialized services.

We compete primarily on the basis of the breadth of our services, the quality of our work, the prominence of our professionals, our geographic reach, our reputation and performance record, our specific industry expertise, our ability to staff multiple significant engagements across disciplines and industries in multiple locations, and our strong client relationships. Our Technology segment, particularly with respect to hosting and e-discovery services, and to a lesser extent our other segments, may also compete on price. Since our businesses depend in large part on professional relationships, there are low barriers of entry for professionals, including our professionals, electing to work independently, start their own firms or change employers.

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.

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.

Our Strategic Communications segment competes with large public relations firms, as well as boutique M&A, crisis communications and public affairs firms.

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. 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. Our executive offices are located at 555 12 th Street NW, Suite 700, Washington, D.C. 20004. Our telephone number is 202-312-9100. Our website ishttp://www.fticonsulting.com.

Available Information

We make available, free of charge, on or through our website athttp://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. Information posted on our website is not part of this Annual Report or any other report filed with the SEC in satisfaction of the requirements of the Exchange Act. Copies of this Annual Report, as well as other periodic reports filed with the SEC, may also be requested at no charge from our Corporate Secretary at FTI Consulting, Inc., 555 12 th Street NW, Suite 700, Washington, D.C. 20004, email address: mike.rosenthall@fticonsulting.com.