employment agreement in the form of stock options and restricted stock awards or, alternatively, cash paymentsif we do not have adequate equity securities available under stockholder approved equity plans, upon admissionto the program and execution of a new employment agreement or upon moving up to a higher tier in the SMD ICProgram.We intend to continue to admit SMDs from our business segments into the SMD IC Program on a case bycase basis.We funded unsecured, general recourse forgivable loans in an aggregate amount of approximately $23.0million in 2006, $22.0 million in 2007, $7.3 million in 2008 and $7.9 million in <strong>2009</strong> to SMDs participating inthe SMD IC Program. In each of those years ,we also funded approximately $8.0 million, $13.0 million, $19.0million and $31.3 million, respectively, of unsecured forgivable loans to other key professionals. In February2010, additional loans in the aggregate amount of $8.5 million were authorized to 12 new SMDs who have beendesignated to join, and three SMDs who have been designated to participate at a higher tier, in the SMD ICProgram, subject to management’s final discretion whether to admit such SMDs into the program or to a highertier. We continue to fund forgivable loans to new hires and professionals who join us in connection withacquisitions as well as current employees on a case-by-case basis. The amount of forgivable loans we make couldbe significant.We awarded stock options to purchase an aggregate of 685,000 shares of our common stock and awarded99,500 shares of restricted stock in 2006, stock options to purchase an aggregate of 730,000 shares of ourcommon stock and 140,000 shares of restricted stock in 2007, stock options to purchase an aggregate of 117,000shares of common stock and 19,620 shares of restricted stock in 2008, and stock options to purchase an aggregateof 219,000 shares of common stock and 37,500 shares of restricted stock in <strong>2009</strong> to SMDs upon their first joiningthe SMD IC Program or qualifying to move up to a higher participation tier. We also awarded additional stockoptions to purchase an aggregate of approximately 42,000 shares of our common stock and approximately 46,000shares of restricted stock in 2007, stock options to purchase an aggregate of approximately 61,480 shares of ourcommon stock and approximately 94,840 shares of restricted stock in 2008, and stock options to purchase anaggregate of approximately 117,750 shares of our common stock and approximately 177,178 shares of restrictedstock in <strong>2009</strong> in substitution of a portion of such year’s annual bonus payments and as matching equity awards toSMDs participating in the SMD IC Program. In February 2010, awards of stock options exercisable for anaggregate of 228,000 shares of common stock, and 31,000 shares of restricted stock were authorized for award to12 new participants invited to join and three current participants who qualify for higher participation tiers in theSMD IC Program, subject to management’s final discretion whether to admit such SMDs into the program or to ahigher tier. Additional SMD IC Program awards will also be granted in 2010 and years thereafter to previouslyadmitted participants based on each participant’s annual bonus award for the prior bonus year and as SMDs joinor move to higher tiers under the program. We also anticipate making equity awards to members of managementand other employees during 2010 but are not able to estimate the type and number of shares that will be subjectto those awards at this time, although they may be significant.Marketing and SalesWe rely primarily on our senior professionals to identify and pursue business opportunities. Referrals fromclients, law firms and other intermediaries and our reputation from prior engagements are also key factors insecuring new business. Our professionals often learn about new business opportunities from their frequentcontacts 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 quicklystaff new and large engagements. While we aggressively seek new business opportunities, we maintain highprofessional standards and carefully evaluate potential new client relationships and engagements beforeaccepting them.18
We have a staff of seven marketing professionals who are tasked primarily with marketing the services ofour Forensic and Litigation <strong>Consulting</strong>, Strategic Communications and Technology segments. Our segments alsodirectly market their services.We have been investing in our <strong>FTI</strong> brand and our visibility to reinforce recognition of our brand in themarketplace and plan to continue to make such expenditures in 2010. Our branding initiatives include investmentin corporate sponsorships, such as our recent sponsorship arrangement with Padraig Harrington, which started inlate 2008, strategic placement of print media in specialty journals, the publication of the <strong>FTI</strong> Journal, a dedicatedmagazine that is available on the Internet and free of charge to our clients and stakeholders, which beganpublication in the Fall of <strong>2009</strong>. Also introduced in <strong>2009</strong> was <strong>FTI</strong> — TV, a web-based video broadcaster ofinformation relating to <strong>FTI</strong> expertise and of interest to the global business community, and brand placement instrategic locations where our clients are likely to congregate. In <strong>2009</strong>, we advertised on select network and cabletelevision programs that we believe were of interest to the companies that use or have need of our services andexpect to continue selective advertising in 2010. We also host and participate in seminars, conferences and otherevents. These events help us promote brand recognition, discuss events of interest to our clients and target clientgroups, discuss our company and business segments, facilitate client development, and strengthen ourrelationships with existing clients.ClientsWe provide services to a diverse group of clients, including global Fortune 500 companies, FTSE 100companies, major law firms and local, state and national governments and agencies in the U.S. and othercountries throughout the world.A substantial portion of our revenues are derived from repeat or referral business. In <strong>2009</strong>, no single clientaccounted for more than 10% of our total revenues. No single client accounted for more than 10% of the <strong>2009</strong>revenues of any of our business segments, except for one client that accounted for approximately 17% of therevenues of our Technology segment and one client that accounted for approximately 11% of the revenues of ourForensic and Litigation <strong>Consulting</strong> segment. The loss of such client by such segment would not have a materialadverse effect on <strong>FTI</strong> and our subsidiaries as a whole but could have a material adverse effect on such segment ifthat business was not quickly replaced. Among our top ten clients were four internationally recognized law firms,which engaged us to assist with the representation of multiple clients on multiple matters. In some cases, we mayhave engagements with law firms that represent a larger percentage of our overall revenue or the revenue of asegment; however, each law firm engages us on behalf of multiple clients. For this purpose, we recognize theultimate client of the law firm as our client.CompetitionWe do not compete against the same companies across all of our segments or services. Instead we competewith different companies or businesses of companies depending on the particular nature of a proposedengagement and the requested service(s). Our businesses are highly competitive. Our competitors include largeorganizations, such as the global accounting firms and large management and financial consulting companies,which offer a broad range of consulting services, investment banking firms, consulting and software companies,which offer niche services that are the same or similar to services or products offered by one or more of oursegments, and small firms and independent contractors that provide one or more specialized services.We compete primarily on the basis of institutional and individual reputations, ability to immediately staff asignificant engagement, performance record and quality of work, range of services provided, geographic reachand existing client relationships. Our Technology segment, and to a lesser extent our other segments, may alsocompete on price, although the critical nature of our services, particularly those provided by our CorporateFinance/Restructuring, Forensic and Litigation <strong>Consulting</strong> and Economic <strong>Consulting</strong> segments, typically makesprice a secondary consideration. Since our businesses depend in a large part on professional relationships, thereare low barriers of entry for professionals, including our professionals electing to work independently, start theirown firms or change employers.19
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ITEM 9. CHANGES IN AND DISAGREEMENT
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PART IVITEM 15. EXHIBITS AND FINANC
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SIGNATURESPursuant to the requireme
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FTI Consulting Canada LLC .........
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The Board of DirectorsFTI Consultin
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Exhibit 31.2Certification of Princi
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Exhibit 32.2Certification of Princi
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CORPORATE TEAMJack B. Dunn, IVPresi