Good day, everyone and welcome to the FTI Consulting fourth quarter 2009 conference call. As a reminder, today's call is being recorded and now for opening remarks and introductions, I would like to turn the conference over to Mr. Eric Boyriven of FD. Please go ahead, sir.

Good morning and welcome to the FTI Consulting conference call to discuss the company's 2009 fourth quarter results, which were reported earlier this morning. Management will begin with formal remarks after which we will take your questions. Before we begin, I would like to remind everyone that this conference call may include forward-looking statements within the meaning of Section 21 of the Securities and Exchange Act of 1934 that involve uncertainties and risks. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues, future results and performance expectations, plans or intentions, business trends and other information that is not historical, including statements regarding estimates of our future financial results. For a discussion of risks and other factors that may cause actual results or events to differ from those contemplated by forward-looking statements, investors should review the Safe Harbor statement in the earnings press release we issued this morning, a copy of which is available on our website at www.fticonsulting.com as well as the disclosures under the headings, risk factors and forward-looking information in our most recent form 10-K and in our other filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this earnings call. During the call, we will discuss certain non-GAAP financial measures such as EBITDA. For discussion of these non-GAAP financial measures as well as reconciliations of these non-GAAP financial measures to the most nearly comparable GAAP measures, investors should review the earnings press release we issued this morning. These formalities out of the way, I'd like to turn the call over to Jack Dunn, President and Chief Executive Officer. Jack, please go ahead.

Thank you, Eric. Good morning and thanks to everyone for joining us to discuss our fourth quarter and full year 2009. These results were released this morning and I hope you've had a chance to review them. If you have not, they are available on our website at www.fticonsulting.com. With me this morning on the call are Dennis Shaughnessy, our Chairman, Dom DiNapoli, our Chief Operating Officer, Jorge Celaya, our Chief Financial Officer and David Bannister, our Chief Administrative Officer. The recurring theme to 2009 has been the transition of the world from the paralysis and negativism that was so pervasive in late 2008 to one where the capital markets are more open. Credit has become more available. Companies are more willing to invest in their businesses and confidence has begun to return. At FTI, we are seeing this transition in the drivers of our business. Moving from activities that prevailed in the downturn between late 2007 through most of last year, like bankruptcy and restructuring, to those that are more aligned with economic expansion such as capital markets, M&A, brand building and more normalized levels of litigation. As we have done through the entire credit crisis and recession, in the fourth quarter, we continued to grow and our consolidated revenues, EBITDA and EPS exceeded many results for our fourth quarter in our history. Our revenues in the quarter increased 6.2% from $322.9 million a year ago to $342.9 million this year. EBITDA increased 14.5% from $70.6 million to $80.8 million. And EBITDA margins increased 170 basis points over the fourth quarter last year and were the highest for any quarter in 2009. Finally, earnings per share increased from $0.56 last year to $0.71 in this year's fourth quarter, an increase of 27%. For the full year 2009, we reported…

Tim McHugh – William Blair & Company: Yes. Can I first ask about the technology segment? You mentioned some -- there's two parts of this. First, you mentioned some significant wins early in the first quarter and if you could just extrapolate a little bit on that. And then also, given the difficult comparison you'll have because of some of the large wins you had in the early part of 2009, are you expecting growth in that segment in 2010?

Hi. Tim. It's Dennis. We have had two very high-profile, one extremely high-profile engagement, that's going on with increasing intensity since the first of the year. We're not at liberty because of the confidential nature of the engagements, to discuss it directly. They are clearly ones that have received high public profiles, so I'll leave it to you to speculate. They have the potential to be very large engagements, given the magnitude of the problems, reach across a wide variety of regulatory litigation, liability type of issues and in one case, could be very global in nature. So we are working hard with our clients to address some very pressing and complex needs in both these instances and it's impossible to forecast the total magnitude but they are very large engagements. Tim McHugh – William Blair & Company: And then as part of your guidance, are you -- would you expect that to be a positive growth rate this year?

Yes. Tim McHugh – William Blair & Company: Okay. And then the other question is, as we look forward, can you talk about the corporate expense line that came in lower than expected this quarter? You mentioned you cut back on some marketing and bonuses and so forth but what's kind of the better ongoing run rate to use as we look forward in that business or segment, sorry.

I'll start off and let Jorge-- I think as we told you, we started trying to eliminate the redundancies of about 20-odd acquisitions over the last 24 months, culminated to a large extent by the actions we're taking this quarter. So we've been pulling down the G&A expenses as we get more efficient and consolidate. You're right. Obviously, the bonuses simply self-correct because they tend to be driven by profits and for the most part, on marketing, we spent the marketing budget that we had talked to you all about. We did not back off on that. A lot of it is just increased efficiencies, bonus pulls that simply automatically adjust and a more watchful eye on discretionary expenditures. Jorge, any additions to that?

Overall and excuse my voice -- I'm getting over a bit of laryngitis. But, overall SG&A and talking about the company in general, not just corporate, for a second, overall SG&A I would expect that as we look forward, the first and second quarter should look rather similar to the SG&A spend for the first and second quarter of 2009 with the exception that we are going to invest a bit more in the CRM initiative and in some marketing initiatives as we go into 2010. That's just in general SG&A. From a corporate perspective, which I know some of you look at the corporate EBITDA and the earnings tables, I would expect the first quarter to be back to an average that looks similar to the first, second and third quarters of 2009. I think the fourth quarter of -- that we just finished was unusually low. EBITDA, as we were controlling expenses and also, quite frankly, as our bonus expense was lower than normal due to -- as we analyze the performance finishing the 2009 year. Tim McHugh – William Blair & Company: Okay. Thank you.

Next, we'll hear from Tobey Sommer of SunTrust Robinson Humphrey. Tobey Sommer – SunTrust Robinson Humphrey: Thank you. I wanted to get a sense for what your assumption is for currency, which has been a difficult component, I'm sure, to try to incorporate. What are your thoughts and what's imbedded in your forward outlook?

Tobey, it’s Dennis. I think this year in all honesty we've tried to look at it as neutral. I think you get some benefits, obviously, on a Euro basis but they're offset to a certain extent by problems in Sterling. The dollar seems to be doing a little better. I think we've given up guessing, so we're just looking at a neutral response.

And we still think the Pound will be the major currency that we'll be looking at.

Right.

The Euro is not a dial mover necessarily for us yet. Tobey Sommer – SunTrust Robinson Humphrey: Thank you. And in terms of the corporate finance restructuring, I think if I caught you correctly, that the core U.S. business is expected to slow a little bit. Can you give us a little bit more color on your expectation for that piece of the segment?

Well, as Jack mentioned earlier, it's still one of the crown jewels in our portfolio of practices. We believe they'll continue strong for 2010 but with the liquidity markets, the window opens, it closes, high yield was available to some of the better companies to refinance some of the debt that was coming due. When we look at, some of the indicators that we used to plot our budgeting, we look at, how busy our people are. We look at what the pundits are saying as far as maturities and default rates and when you look at Moody's and S&P, they've dropped their default rate for U.S. companies to around the 5% range from -- that's down from about 13% to -- it was in the fourth quarter, I believe that was their estimate. So, with all the vernacular you hear about kicking the can down the road and extend and pretend, we think that the markets will allow some of the better companies to refinance and some of the companies that, as Jack said, would historically be a client of corporate finance -- I mean, that engagement may slip six months or so to the end of 2010 or 2011, 2012, 2013, where there are significant maturities of debt expected to come due. When you look at 2012 to 2014, I think there's $800 billion expected debt that's coming due just in the United States. So it looks like things are going to be pushed out a little bit. That said, though, the practice is still extremely busy and some of the actions that we took early in this quarter, should make sure that our profitability in that practice and the utilization of the team that we have continues at high rates. Tobey Sommer – SunTrust Robinson Humphrey: Thank you very much. Just two small questions. One, seasonally, could you remind me what kind of impact typically is in the first quarter regarding payroll taxes and kind of G&A expenses that are typically elevated? And then I was wondering if you could comment on the competitive landscape in the tech market now that we're seeing a little bit better capital markets? Wondering what the status is there. Thank you.

Regarding the typical benefits and payroll taxes and so forth, the impact should be around 200 to 250 basis points on EBITDA, which is approximately $0.10. Tobey Sommer – SunTrust Robinson Humphrey: Thank you. And the tech competitive landscape? Thank you.

The competitive landscape for tech? Tobey Sommer – SunTrust Robinson Humphrey: Yeah. In past quarters, there have been some pricing on the front end?

Yeah. I think, we -- that's going to be more of what we're going to continue to see that kind of thing, but I think the -- as you know, what we have been looking for is a technological solution to that. And I think Acuity is an example of that in terms of early case assessment, in terms of the front end of the document process where it's been very personal and labor-intensive. We believe that Acuity is our symbol of our response to that, so we plan to battle that issue and I think we've done a good job of it of off-setting some of the price erosion with a dramatic increase of our volumes. And so that's what we think you'll see increase this year as we go forward. Tobey Sommer – SunTrust Robinson Humphrey: Thank you very much.

Paul Ginocchio of Deutsche Bank. Paul Ginocchio – Deutsche Bank: Yes. Hi, there. Just two questions. Were any of the headcount reductions in the special charge? Are any of those within outside of the office closures within the operating units? And second, what's the outlook for the remaining $250 million in share repurchase? Thanks.

The headcount reductions were -- well, throughout the company, actually, it wasn't just related to the office consolidations. Many of the individuals in the offices that were consolidated just moved into our existing offices and we had excess capacity in those offices that we closed. So we're able to, for the most part, just move them into existing offices within those cities and that just allows the staff to work closer, being housed together, it just forces more collaboration and joint marketing.

Yeah. As far as -- as far as, I'm sorry. Paul Ginocchio – Deutsche Bank: I was just going to follow up, Dom. Is there any front office people or revenue-generating people cut as part of maybe?

Yes.

Well, I guess, I'd say client-facing people. In terms of revenue generating, there wasn't a lot of impact in terms of the ability so, I mean, this was not a goal to take out rainmakers or anything like that. So I would say client-facing but not particularly revenue-generating. Paul Ginocchio – Deutsche Bank: Okay. Thank you. And the second part?

Yeah. On the -- Paul, Dennis. On the $250,000 buy-back -- $250 million, I'm sorry, I think what we're looking at there is we have the authorization. You know about what our conversion rate of earnings to cash, we clearly expect the earnings to be up, the EBITDA to be up this year. We would look at it two-fold. Number one, there is no doubt that the external growth opportunities for us have heated up, especially in some strategic areas, either geographically or in industry basis. There is probably a lot of reasons for that. I think some of those companies have a little better visibility or a little more confidence in where they're going and in some cases, some interesting properties have come on the market. But I think what we'll be weighing is how the stock performs versus our expectations of earnings as well as contrast that to the external growth opportunity that is we're looking at right now that David is working on in different parts of the world. So I would say, you'll probably see a combination of both, depending, again, on how the stock performs buying the stock in at the multiple strain right now is a fairly low-risk acquisition. So I think we have the cash that will build up and we intend to use it in both areas depending on performance. Paul Ginocchio – Deutsche Bank: Thank you.

Next, we'll hear from David Gold of Sidoti. David Gold – Sidoti: Hi, good morning. Just a couple of follow-up questions. One, the head count cuts, can you give a sense of how many of those are billable professionals?

Approximately 130, I would say, of the 150 would be billable professionals. David Gold – Sidoti: Okay. Thanks. And then couple of others. On the restructuring front, can you add, I guess, a little bit more color there? I mean, I guess there have been some mixed views and Dom, to your point, extend and pretend and kick the can down the road, but essentially as you look at that business, do you still expect growth there in 2010?

Well, the restructuring piece of corporate finance will not grow in 2010 over the spectacular year they had in 2009. And that could change if a couple large cases can certainly move the dial, but remember in that practice, we've got our transaction advisory services, we've got our real estate practice. So to the extent there are counter-cyclical practices that will rev up the need to fill large teams of people that could help that practice to continue to hold its own against a record year is probably an understatement. But in 2010, we believe that could be their second best year ever.

David, Dennis. We tried to take a conservative look at this because I think this is one of the tougher groups to forecast. David Gold – Sidoti: Sure.

Five months ago, the initial budget that came in had significant growth coming in. What's happened in the last five months is that some significant client assignments ended up moving instead of longer-term restructuring and possibly even filing for reorganization moved to extensions. And in Europe, the extensions tend to be debt for equity swaps, but they're still extensions, you haven't solved the problems of the company and you haven't really removed an awful lot of the overhang of the debt. In the U.S., it tends to be much more extensions based on cash, fee payments. And the question very simply is, it seems like every 90 days, we're turning into a new cycle, one way or the other and we decided for purposes of trying to give guidance and trying to understand where we were going that that was the one area we had to be conservative on. It argues that, we may get very busier there in 2011, 2012 for all the reasons that Dom said, but it's just very difficult to forecast that, so we may be sitting in a hiatus. Or we may be sitting in the beginning of a normal sort of return to a more upside economy and, therefore, a more gradual decline, to more normalized areas in restructuring. To give you the most honest answer, we don't know. David Gold – Sidoti: Right. Fair. And just as a reminder. That piece, I think you'd put out a number of one point about 23% of revenue for restructuring.

For core U.S. restructuring? David Gold – Sidoti: Right.

That's about right. Yeah. David Gold – Sidoti: Okay.

25, 23…

In the ballpark. Yeah. David Gold – Sidoti: Perfect. Perfect. One other, on the litigation side, particularly as it pertains to say FLC, we've heard both talk of signs of life and a perk-up in budgets since the start of the year. Can you comment as to if you're seeing that?

I think we could view that as an area where we could have an upside in our thought process. They seem to definitely be getting busier. Utilization is moving up. They started in the fourth quarter. It's a divergent practice. It isn't just trying to support litigation and so we're certainly seeing the investigative practices pick up, the SEC litigation practices, in both econ and FLC are getting busier. And I think you could iterate that down into some of the core civil litigation. I think it's too early to sort of plant the flag and say everybody's testosterone is going and they're going to sue each other again, but we wouldn't disagree with sort of a feeling that things are getting better.

In the netherworld between regulatory in enforcement in terms of health care, we're seeing not people have budgets but we're seeing people in large cases be investigated and have to come up with solutions. And I think we're seeing the same in terms of securities trading and some of the ramifications of either transactions or failed transactions that happened at the depth of the debt crisis, so I am seeing much more activity in that world than we have seen in the past. David Gold – Sidoti: Perfect. One last quick one for Jorge. CapEx for the year and how should we think about that?

For 2010, you should look for $38 million to $44 million in CapEx. David Gold – Sidoti: Okay. Perfect. Thank you all.

Thank you.

Next, we'll hear from Joseph Foresi of Janney Montgomery Scott. Joseph Foresi – Janney Montgomery Scott: Hi. My first question is, I know you talked at length on restructuring, but just to be clear, for the whole practice in general, are you expecting growth or are you expecting it to be flat including all the other businesses like real estate, et cetera?

Joseph Foresi – Janney Montgomery Scott: Okay. And just given...

We're going to be wrong on the high side. Put it that way. Joseph Foresi – Janney Montgomery Scott: Sure. Got it. And then just given that, given the size of that business, the compensation for that in order to get us to our guidance will come from what particular areas that you're focusing on? I know you gave some qualitative.

Yeah. Inside of that, we expect the real estate group, SMG, to have good years. Obviously inside of corporate finance, we're looking for Europe to have a very good year. And in some of the domains inside of corporate finance, they move very rapidly to process improvement. So, for example, in media communications and so they would have up years. In the other groups that would drive the growth, we are expecting a significant amount of growth out of econ. We are very pleased with the investments that we made in the first half of last year. They're really starting to bear fruit. The increase in activity that our big name economists were forecasting to us is coming to fruition. Everything from increased work on the M&A side, increased complex securities litigation and financial litigation and then increased response to government regulatory inquiry. We're seeing it across all three boards, not only here but also in Europe. So we would anticipate continued growth. Obviously, they had a record quarter in the fourth quarter. We anticipate continued growth in them throughout the year and margin improvement on a quarter-to-quarter basis as these new offices become fully legalized and everything. And we think FLC will have a good year. This is a group where we actually think we could see upside even above our initial expectations and I think that, again, that's pretty much across the board. We're seeing activity in all parts. IP litigation support investigation is extremely busy. Classic political risk and investigation in front of capital movements that are moving into Latin America and are beginning to move into Asia is busy. And I think, as we said, we're not ready to declare victory yet and say that all of the litigation that we've witnessed in the mid-2000s is going to return in the same level, but we are definitely seeing a pickup of activity across the broader front. If it continues at the initial rates that we're seeing, then I think we could have upside in that business and have a very strong year there. It's just too early to try to model that. Joseph Foresi – Janney Montgomery Scott: In those two businesses for economic growth, are you expecting double-digit growth and the FLCs at single digit?

All of the segments, except for corporate finance, are expecting low to mid double digit growth, so 10% to 15%. Joseph Foresi – Janney Montgomery Scott: And then one last question, just sort of on that front. With FLC, are you seeing an increase in cases? Is it the SEC activity? Are you seeing a general pickup in litigation? Maybe you could just give us some idea on what the visibility is in that business.

Seen just a general pickup in the level of activity. That would include investigation, most definitely. That would include litigation, that would investigation, would include our monitoring business where there are people who are under consent decrees where we are being brought in as part of the consent decree to be able -- trial services has been very busy, there's more of these things that have been bubbling up for a couple of years that are now going to the trial phase. In general, this is the year when that just the sheer force of that being $100 billion industry that grows with economic activity. If it doesn't grow at all or if it grows with the economy, that's 3%, but it's reaching definitely a much more active phase.

As we fill out also some of our investments that we've made across the globe, including South America and Asia, there will also hopefully be a lot more opportunities to do FCPA type work, where you need local people on the ground to effectively do that. Joseph Foresi – Janney Montgomery Scott: And from a head count perspectives, do you plan on going head count?

Yes. Yes. Joseph Foresi – Janney Montgomery Scott: And maybe you could just give us some more color.

I think what we basically said is that we'll grow an in response to demand. I think our feeling is that head count will be up year-over-year 2010 over 2009. And I think you'll see head count grow in the Forensic Litigation divisions, econ division will continue to add people. Technology, to a certain extent, it'll a factor of going to market with Acuity and what they need on there. And I think you'll see us grow overseas almost across the board including restructuring and head count. Joseph Foresi – Janney Montgomery Scott: All right. Thank you.

Next, we'll hear from Jim Janesky of Stifel Nicolaus. Jim Janesky – Stifel Nicolaus: Thank you. Good morning. The first question is these high profile cases that you were talking about in the technology segment could -- is there FLC type of work going on there and is there a backlog of these large -- potentially of these large engagements in FLC? I know you'd said it's across the board but I'm wondering what could be in backlog.

Like so many things, they start with the technology phase and we're in the process now of -- it's been fun to see from this side to see the collaboration of the other divisions working on the other aspects of the cases, so I think.

Yeah. I think we can't give you a lot of granularity in this for confidential reasons, but I think clearly, the way some of these will mature, you could see not only FLC, but econ getting involved possibly in some of these on the litigation and liability and damages sides. Jim Janesky – Stifel Nicolaus: Okay. When we look at the fourth quarter of 2009, can you kind of give us an idea of at what point you saw the slow-down that occurred that didn't -- have you guys hit your guidance? When, at what time frame and then just a little bit more comments on how the beginning of 2010 started and how that stacks up versus past years?

Jim, this is Dave Bannister. As you'll recall in the conference call relating to the third quarter, Dennis commented that achieving the revenue objectives would be challenging I think is the term he used, so we were attempting to give some view without going through a full re-guidance process which we only do really mid-year to let folks know that we're starting to see some signs and more importantly in December, things really slowed down and particularly in the corporate finance restructuring area in the U.S., a fairly dramatic slowing in the second, third and fourth week of December. Jim Janesky – Stifel Nicolaus: So how does just across the board, how does 2010 stack up in terms of momentum early in the year?

Well, it's pretty early to tell when we just -- we have results for January and part of February, but we're not uncomfortable based on where we are -- we've planned the year to be based on what we're seeing now. But it's so early to tell with the snow storms and all the challenges that we've had so far this year, you really can't straight-line the results to date. But there isn't anything unusually unsettling in what we've seen to date.

No. We've clearly had January under our belt by the time we're giving this call.

On the other hand, you see clearly the kick the can down the road phenomena is buying companies more time to solve their problem. But then we also know the problems aren't being solved, that the debt they're holding isn't being reduced, that their coverage ratios aren't improving and in a year from now, a year and-a-half from now the debt's not going to be any more marketable than it is today. So I think we're somewhat sitting here saying on the other hand, it ought to look like X and on the other hand, it ought to look like x+1. I think we've tried to position ourselves to take advantage of the upside of either part of that equation if we're wrong. Jim Janesky – Stifel Nicolaus: Okay. And a follow up to the buy-back question. You do have a pretty substantial amount of cash on your balance sheet and access to lines of credit and you said maybe even the public debt market. You bought stock back at much higher levels. The stock is down about 8.5% right now. Is there anything in the near term that wouldn't -- that you wouldn't want to aggressively buy back stock at these levels? Is there some possibly a transaction that could be coming up that would limit that, or would you be buying back?

I can't tell you and you know we can't tell you that we have an imminent transaction. Jim Janesky – Stifel Nicolaus: Sure. Sure.

I think we're being honest with you in saying that the level of external growth activity that's being presented to us now is much higher than last year and our interest in, let's say, activating on those presentations is much higher. On the other hand, we're very confident in this earnings guidance. We're trying to give ourselves the flexibility of depending on how these economies roll in a 90 day period. That one way or the other that we have chances to outperform it, possibly. And at the mid-point of this guidance, we think this stock is cheap. And our people, by the way, are investing heavily in through their election of stock and bonus pools through the payment of stock to them to resign as a major consideration. And I think that coupled with simply the mathematics would make buying the stock back very attractive. Jim Janesky – Stifel Nicolaus: Okay. Thank you.

Next, we'll hear from Scott Schneeberger of Oppenheimer. Scott Schneeberger – Oppenheimer: Thanks. Along the lines of one of those questions you just asked, how are you guys feeling about your business specifically in the non-restructuring segment now as opposed to 90 days ago?

I think on track on econ, so in all honesty, nothing changed in the momentum of econ. It was starting to build, I think as we told you in the third quarters, the capacities we've added are -- they're burning off any restrictions that they had, they're engaged, their utilization is moving up, the new offices are starting to overcome start-up costs pretty much on plan there, so no change there. Better in FLC. There's no doubt we've seen an increase in activity there. I think their fourth quarter -- we would have probably said in the third quarter, we wouldn't have expected them necessarily to have as good a quarter as they did. We've expected maybe a better quarter out of corporate finance, so there's a surprise there. And as I tried to say, I think in our forecast, our internal models, we could see some upside to that if this trend continues. I think tech had a tough quarter to comp. I think we're ecstatic that they're able to get Acuity out into the marketplace and clearly, these new engagements they have set the table at least for the beginning of a nice couple quarters. We'll see what kind of legs they have. They're a big complex engagement, so I would say cautiously optimistic that we may be conservative on FLC, good trends building, econ right about where we thought, tech coming out of the gate, better, at least as far as new engagements. And then Acuity, we're excited about the impact on it. Although, clearly in our plan, the impact comes more in the latter half of the year as we get more trial and adoption of the new product. Scott Schneeberger – Oppenheimer: Thanks. A couple more detailed ones. Could you give us a little detail on success fees in the fourth quarter and how that compared in the past?

The success fees were strong in the fourth quarter. It's typically a strong quarter for success fees. And, obviously, we can't disclose all the success fees, but it was a very strong quarter. It's much stronger than what we would expect for, say, a first quarter of the year. Scott Schneeberger – Oppenheimer: Okay. And then not expecting any of those to trail in the first quarter? It should be normal seasonal move?

Yeah. Normally, we do expect some success fees in the first quarter, but not at the level that we received in the fourth quarter. Scott Schneeberger – Oppenheimer: Okay. Thanks. And just along the theme of seasonality, Jorge, you mentioned earlier about a 10% -- I'm sorry, a $0.10 impact. And I assume that was 4Q to 1Q traditionally with bonus accrual and the like. Anything else we should think about as we're modeling first quarter, just with regard to business trends throughout the year? Thanks.

Well, just going from the fourth to the first quarter, as I indicated the 200 to 250 basis-point impact of the payroll taxes and 401(k) matching and so forth, yes, that has about a $0.10 impact sequentially on the first quarter. Dom also mentioned the success fees obviously had a mix and margin impact. And it's pretty typical for the first quarter compared to the fourth quarter. On the flip side, which is obviously not totally offsetting this, there's the announcement on the special charge, which I think could bring a $0.02 to $0.03 benefit in the first inquiry. And the weighted average shares outstanding is another $0.03 cents in the first quarter. So those are the type of things I would think about as you're looking at -- if you're trying to model and pegging the first quarter sequentially.

Yeah. I think one way to inject just a bit of clarity to understand where we are. We are modeling the year on an EBITDA margin basis, to mirror the EBITDA margin of last year. So while it moves all around, it ends up, because of the fourth quarter success fee. Fourth quarters tend to be our most, our best margin. And our second quarter tends to be a very good margin. And so while it goes down the first, we are, for modeling purposes, looking at 22% plus EBITDA margin for the year, which is approximately what we did last year. Scott Schneeberger – Oppenheimer: Okay. Thanks. That's helpful, guys.

Next question.

And that's all in and so that includes total -- that's not excluding 123(R) stock-based compensation. That's GAAP EBITDA. Excludes the charge, the special charge, though.

Next, we'll take a follow up from Tobey Sommer of SunTrust Robinson Humphrey. Tobey Sommer – SunTrust Robinson Humphrey: Thanks. I had a modeling question for Jorge. Corporate expense was pretty low as a percentage of revenue. I was wondering if you could give us your thoughts on how that would progress in 2010? Thanks.

I think I mentioned a little earlier on the call that it’s just only corporate expense or the corporate EBITDA number that you all look at in the tables of the earnings release. That I would have expected that number going forward to be more in line -- maybe a tad up from what we were doing as a run rate in the first nine months of 2009, mostly, as I mentioned, because of our CRM and marketing investments. Tobey Sommer – SunTrust Robinson Humphrey: Thank you very much.

Next, we'll hear from Mig Dobre of Robert W. Baird. Mig Dobre – Robert W. Baird: Good morning. I'm sitting in for Dan Leben. Just a couple of quick questions for me. How should we think about the top line from a seasonal standpoint? [Audio Gap] That's not something that historically has really impacted us. We'll stick to the middle market and hopefully, we'll have our shot at the -- at bat for the larger cases as we've historically been able to do. Mig Dobre – Robert W. Baird: That's it for me. Thank you.

Next, we'll hear from Andrew Fones of UBS. Andrew Fones – UBS: Yes. Thank you. On the restructuring, I just had a couple of questions. You said that the benefit in Q1 could be $0.02 to $0.03. Sounds like it's going to have a partial quarter impact, so, I was wondering if you could help us understand what the impact would be in Q2 and beyond and then, also, which divisions would be most impacted? Thanks.

The charge itself on a GAAP basis, the charge itself is a $0.30, $0.31 impact from the first quarter. We could see a benefit of $0.02 as we do some of the reductions in head counts. But now in February and we gain a benefit in the month of part of February and the month of March. And going forward, from a P&L benefit, we're looking at approximately a $0.07 improvement, had we not done any of this, but keep in mind that for the most part, these are changes that are aligning our business from a normal operating perspective.

Andrew. We are in the process of communicating this through the organization and we obviously want to get it over. We're not going to give any information as to payment breakdowns and impact until the people themselves have been informed, so, we'll give you more granular daylight on it once we get out of this process and into next quarter. Andrew Fones – UBS: Okay. Understood. And then also, if I could, you spent a lot of time talking about restructuring, but on the other side, it seems though M&A is beginning to pick up and I know several of your businesses benefit. I was wondering if you could help quantify for us the magnitude of your businesses? For instance, anti-trust within the economics division, the M&A work that you do within strategic communications, perhaps some of the due diligence work you do in corporate finance. And the second opinion work in technology. Just would be interested to get kind of an overall sense as to, your exposure, if you like to improve in M&A environment. Thanks.

That's a great question. We spend a lot of time, obviously, on restructuring because that's been the interest from our audience. I think, as David said, we're looking for very strong growth in our other divisions, granted they're coming off some tough years, but antitrust is one example that's spectacular. We've seen a dramatic increase in the enforcement area that's affected our economic consulting. We've seen much more scrutiny of antitrust approval by the justice department as witnessed by the fact that in the fourth quarter, we mentioned one of the factors of growth there was exactly what you said. The second request, they're also going back and reopening old transactions where we were the advisor. So that bodes very well. We mentioned that we were the advisor on the Coca-Cola acquisition of its largest North American bottler. We're seeing activity again around the world as prices appear pretty attractive to some buyers who have large portions of cash and on their balance sheet. So you did a great job in your question of really kind of pointing out across the divisions where we have a lot of benefit. We also get the effect of the antitrust work in our FLC group and as you mentioned technology very well. So I think we're pretty optimistic about our other divisions and we're in awe frankly, of the job that corporate finance has done to -- in a slightly down market to be looking at their second best year in their history again, is pretty much a testament to the quality that we have there. And the question about the middle market, we have been known as a middle market firm. So that's something that is a bit of good news for us and a chance perhaps, as we have done throughout…

Probably directly driven would be 3% to 5%. Andrew Fones – UBS: Okay. Thank you. That was helpful.

Next, we'll hear from John Massey of SunAmerica. John Massey – SunAmerica: Hi, thanks. I've just got one specific question and one bigger picture question. And so my question is, revenue growth I think at the middle of the range is about 8%, EPS looks like about 5% when you strip out repurchase that you've done. And you talked about EBITDA being flat, so are we talking below the line stuff that's kind of depressing margins?

No. We talked about EBITDA margin being the same, not flat. The margin for modeling purposes would be the same EBITDA will increase.

I want to go back to the prior question. I would think that the -- what I meant to say was I think probably about $200 to $300 million of work that we do would be related. When you think about the antitrust and the merger and acquisition work surely at least half or more of our econ practice, maybe as much as 75% is related to antitrust and to M&A in some kind of fashion. We have our transaction support business, which is about a $60 million and $70 million run rate. In tech, we probably have a good quarter of that or whatever is related somehow in technology to second request. And FD is the leader in that field. So I think, Andrew, I apologize. I meant to say $200 plus million.

And going back to your question, to clarify what I tried to say was the EBITDA margin to model. The margin for the year is going to be the same as last year. Our EBITDA, our revenues at the midpoint fall approximately, 8% plus percent organically. The EBITDA will be up approximately 9% again all driven organically. You do have again for the charge, you do have the benefit of the shared count reduction in that drive again, pick your midpoint 313, 314, you drive about a 15 to 16% increase in EPS.

And we are also, just again as you look ahead to 2010. I would think about an effective tax rate closer to 38% than the 37% that we delivered in 2009. John Massey – SunAmerica: Okay. And then on a broader question, I think the perception has been that FTI is a counter cyclical business and certainly looking at the guidance I'm not sure it necessarily dispels that. And so can you kind of walk through and explain on a big picture why you guys think you can grow faster in a pro-cyclical environment than you can in a recessionary environment?

Sure. Go back -- yeah. I don't believe the easy way to illustrate that without taking a lot of time in this call is to go back and look at our results in 2000 -- beginning in 2005, '06 and '07, which I think by anybody's definition would be an up cycle environment. And I think you saw dramatic growth in Forensic Litigation. You saw dramatic growth in technology. You saw in dramatic growth from a small operation a much bigger one in econ and spectacular growth in the FD operation. So I would just refer you back to our numbers and we actually had a pretty flat restructuring business then with the growth really being driven again by upside influences. The transaction support group went from zero to a significant contributor, some of the process improvement work was being done, which again is upside business was a contributor and classic restructuring would have looked. If you graphed it, flat to down over those three periods of time. So our growth, which we were averaging I think 16 to 17% organic during that time period on a compound basis was really driven by those upside businesses.

Yeah. Several years ago, 80% of our business was corporate finance. When you look at the -- and that was primarily restructuring at the time. I think Jack mentioned earlier, restructuring is probably no more than 23 to 25% of our business now. So if you look at that as really your down cycle opportunity to the extent the economy does recover. You're not going to lose all that obviously, because we'll always have restructuring. And a lot of the restructuring professionals will move to the transaction advisory. But I mean that would leave 70% of our company that is more focused on good economy versus the bad economy.

Yeah. We were -- at the end of 2004, we were like a $435 million revenue business. I think at the end of 2008, we were about a $1 billion revenue business. And yes, we made some acquisitions in there but all the organic growth for the most part was driven by upside businesses. John Massey – SunAmerica: Okay. And when do you -- when should we be able to start to see some of that pro-cyclical business start to take off? Is that '11? I'm not asking for guidance?

Well, I think that's the conundrum we find ourselves in trying to forecast. I think there's enough positives as Jack tried to layout that you would feel. You'd start seeing it now. And we are seeing the beginnings of it, but then there's enough negatives there to make us worry that this year could be just a very confusing year. So we would certainly think if the economies grow and if you get a preservation of liquidity into the system to where you don't have a second step recycling, restructuring cycle like I think we're all worried about in 2011 and 2012 then I think those businesses second half of this year and into 2011 should be building significant momentum. On the other hand, as Jack said in his speech. There's enough out there that causes you to worry about, could you have a double dip, could you just have a prolonged L or U shaped recovery to where restructuring starts to pick up again because of the pressure on these extensions and maturities without really creating more cash flow in the companies and the ability to refinance and offload. I mean equity is not available to most of these companies that are heavily levered. It's all about debt and it's going to be all about what do their cash flow models look like in '11 and '12 and can this debt be refinanced? So we would say everything we see argues -- we ought to see it this year well, with significant expansion into '11. The problem is there's equal arguments that this year could be disappointing on capital markets, credit markets, employment and economic basis. To where you could even see a new restructuring cycle emerging in '11. That would clearly dampen the upside, but we would benefit then from the restructuring. John Massey – SunAmerica: Thank you.

Next, we'll hear from Aaron Watts of Deutsche Bank. Aaron Watts – Deutsche Bank: Gosh. I was just listening to your last comments there, I would say, thinking back to like '06 when we helped you out with your latest bond deal. I remember if there was any part of your business that you could say was lagging. It was the restructuring part of the business, so it's interesting how things have changed. But quick clarifier question for you on -- for Jorge really, I think. You I think completed your stock buyback in January and I was just curious that $134 million in cash was that still pro forma for all of that taking place?

Yes. The $134 is that December 31. Yes.

The cash went out in -- on November.

Back in November, yes. Aaron Watts – Deutsche Bank: Got you. Got you. Okay. And the revolver balance is being is undrawn?

Undrawn. Aaron Watts – Deutsche Bank: Okay. That's all I've got. Thanks, guys.

It wasn't pro forma. It was actual cash. Aaron Watts – Deutsche Bank: Right. Okay.

Next, we'll hear from Kevane Wong of JMP Securities. Kevane Wong – JMP Securities: Hey, guys. A few things, I'll try to keep it quick. Sort of going to the last comments, the other question on growth how quickly things take off. Strategic and financial communication has been noticing actually more job postings and the like that you guys have had and you mentioned sort of the biggest retainer fee that you've signed. Are you seeing sort of a quicker pickup in that business specifically than, I guess after five quarters it's been pretty tough. But maybe a little color as far as how quickly that is actually picking up would be helpful?

Well, I think it bottomed out in the third quarter. I think we started -- the guys, running it started sensing it. I think the fourth quarter as Jack said, it was the first time we've seen a net gain in retained clients. Without a doubt, Kevane, the biggest change is M&A activity starting to pick up. And they're retained in complex M&A transaction, Ala Coke and so I think without a doubt, it's picking up. Kevane Wong – JMP Securities: Okay. So it is -- first quarter should we basically expect a continued acceleration, basically then going hopefully through the year?

That's the plan. Kevane Wong – JMP Securities: Got you. Second one -- and I know you might not want to get into too much detail but I have to ask anyway. But looking at the 150 terminations, can you give us some sort of sense by sort of segment we should be looking at just for modeling purposes?

We can after we finish discussions with all our people. So that would be more of a first quarter event. Kevane Wong – JMP Securities: Okay. And then the last one is just a little housekeeping. What was the revenues that were sort of contributed for the corporate finance and strategic communications segments from that acquisitions? Just trying to back out an organic growth rate there?

For the year or for the quarter? Kevane Wong – JMP Securities: Either are fine.

So for the year organic growth rate for the fourth quarter was in total for us was 4.2% I think, Jack indicated. Corporate finance is probably an organic growth rate of about 12% and you said strategic communications? Kevane Wong – JMP Securities: Yeah. That was the other segment that had acquisition in the quarter?

They would have been down organically about 16%. Kevane Wong – JMP Securities: Got it. All right. Perfect. Thanks, guys.

At this time, I would like to turn the conference back over to management for additional or closing comments.

Okay. Again, thank you, all very much, for joining with us this morning and we look forward to reporting again after our first quarter results. Thank you.

That does conclude today's teleconference. Thank you, all for your participation.