SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K
      (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File
    No. 1-12173
      Navigant Consulting,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
      Delaware(State or other jurisdiction
    of
    incorporation or organization)

36-4094854(I.R.S. Employer
    Identification No.)   30 South Wacker Drive, Suite 3550, Chicago, Illinois
    60606
 (Address of principal executive
    offices, including zip code)
  (312) 573-5600
 (Registrants telephone
    number, including area code)
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share
    Preferred Stock Purchase Rights

New York Stock Exchange
    New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
      þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
 Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
  Form 10-K.




---



##### 





NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  FORM 10-K
  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
  TABLE OF CONTENTS
  PagePART IItem 1.


Business


3Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


13Item 2.


Properties


13Item 3.


Legal Proceedings


13Item 4.


Submission of Matters to a Vote of Security Holders


14Executive Officers of the Registrant


14PART IIItem 5.


Market for Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities


15Item 6.


Selected Financial Data


18Item 7.


Managements Discussion and Analysis of Financial Condition
    and Results of Operations


19Item 7A.


Quantitative and Qualitative Disclosures About Market Risk


35Item 8.


Financial Statements and Supplementary Data


35Item 9.


Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


36Item 9A.


Controls and Procedures


36Item 9B.


Other Information


36PART IIIItem 10.


Directors, Executive Officers and Corporate Governance


38Item 11.


Executive Compensation


38Item 12.


Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters


38Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


38Item 14.


Principal Accountant Fees and Services


38PART IVItem 15.


Exhibits and Financial Statement Schedules


39Report of Independent Registered Public Accounting Firm


F-2Consolidated Balance Sheets


F-3Consolidated Statements of Income


F-4Consolidated Statements of Stockholders Equity


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-7  2




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##### 



PART I  Form 10-K, Form 10-K
  Item 1.
    Business.    (312) 573-5600.
  (a)
    General
    Development of Business    (b)
    Financial
    Information about Business Segments   3




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##### 



For the Year Ended December 31,2008


2007


2006North American Dispute and Investigative Services


41.7
%


42.3
%


43.4
%North American Business Consulting Services


43.9
%


49.4
%


52.3
%International Consulting Operations


9.8
%


8.3
%


4.3
%Economic Consulting Services


4.6
%






     For the Year Ended December 31,2008


2007


2006North American Dispute and Investigative Services


44.4
%


46.4
%


48.4
%North American Business Consulting Services


42.9
%


45.4
%


46.4
%International Consulting Operations


7.9
%


8.2
%


5.2
%Economic Consulting Services


4.8
%






     For the Year Ended December 31,2008


2007


2006North American Dispute and Investigative Services


42.8
%


42.4
%


47.2
%North American Business Consulting Services


40.4
%


37.8
%


40.2
%International Consulting Operations


33.3
%


40.3
%


56.2
%Economic Consulting Services


39.5
%






Total segment operating profit


40.7
%


40.0
%


44.0
%  4




---



##### 



December 31,2008


2007North American Dispute and Investigative Services

$
287,225


$
325,426North American Business Consulting Services


236,419



246,656International Consulting Operations


73,897



106,058Economic Consulting Services


74,089



Unallocated assets


120,763



100,557Total assets

$
792,393


$
778,697     (c)
    Narrative
    Description of Business  Overview
  on-site
  on-site
     5




---



##### 



Service
    Offerings
    Industry
    Sectors
    Human
    Capital
  and/or
            Competition
   6




---



##### 



(d)
    Other
    Matters  Concentration
    of Revenues
    Non
    U.S. Operations
    New
    York Stock Exchange Disclosures
    Form 10-K
  Available
    Information
  Form 8-K
  7




---



##### 



Item 1A.
    Risk
    Factors.  Form 10-K
  Our
    results of operations could be adversely affected by disruptions
    in the marketplace caused by economic and political
    conditions.
  and/or
  Recent
    turmoil in the credit markets and the financial services
    industry may impact our ability to collect receivables on a
    timely basis and may negatively impact our cash
    flow.
    We
    cannot be assured that we will be able to raise capital or
    obtain debt financing to consummate future acquisitions or to
    meet required working capital needs or repay amounts owed under
    our long term credit arrangements.
     8




---



##### 



Regulatory
    and legislative changes affecting us, our clients, competitors
    or staff could have an impact on our business.
    Our
    inability to retain and, as necessary, strengthen our executive
    management team would be detrimental to the success of our
    business.
    Our
    inability to hire and retain highly skilled consulting
    professionals could have a material adverse effect on our
    success.
    Our
    profitability will suffer if we are not able to maintain current
    pricing and utilization rates.
    
    Our ability to predict future demand for services and maintain
    the appropriate staffing without significant underutilized
    personnel;
    Our ability to transition employees from completed projects to
    new engagements;
    Our clients perceptions of our ability to add value
    through our services;
    Our competitors pricing of services;
    The market demand for our services;
    Our ability to manage our human capital resources;
    Our ability to manage significantly larger and more diverse
    workforces as we increase the number of our professionals and
    execute our growth strategies; and
    The economic, political and regulatory environment as noted
    above. 9




---



##### 



Our
    client engagements are generally short term in nature, less than
    one year, and may be terminated. Our inability to attract
    business from new or existing clients could have a material
    adverse effect on us.
        Our
    client engagements and revenues are frequently event-driven and
    therefore difficult to forecast.
    Unsuccessful
    client engagements could result in damage to our professional
    reputation or legal liability which could have a material
    adverse effect on us.
      Some
    of the work that we do involves greater risk than ordinary
    consulting engagements.
    
    Interim management engagements, usually in hospitals and other
    healthcare providers;
    Corporate restructuring engagements, both inside and outside
    bankruptcy proceedings;
    Engagements where we deliver a fairness opinion;
    Engagements where we deliver a compliance effectiveness opinion;
    Engagements where we deliver an actuarial opinion with respect
    to insurance company loss reserves; and
    Engagements involving independent consultants reports in
    support of financings. 10




---



##### 



As we
    become larger, we increasingly encounter professional conflicts
    of interest.
    Our
    international operations create special risks.
    
    Cultural and language differences;
    Employment laws and related factors that could result in lower
    utilization and cyclical fluctuations of utilization and
    revenues;
    Currency fluctuations that adversely affect our financial
    position and operating results;
    Burdensome regulatory requirements and other barriers to
    conducting business;
    Managing the risks associated with engagements with foreign
    officials and governmental agencies, including the risks arising
    from the Foreign Corrupt Practices Act;
    Greater difficulties in managing and staffing foreign operations;
    Restrictions on the repatriation of earnings; and
    Potentially adverse tax consequences, such as trapped foreign
    losses.    Our
    work with governmental clients has inherent risks related to the
    governmental contracting process.
    
    Government entities reserve the right to audit our contract
    costs, including allocated indirect costs, and conduct inquiries
    and investigations of our business practices with respect to
    government contracts. If the government finds that the costs are
    not reimbursable, then we will not be allowed to bill for them,
    or the cost must be refunded to the government if it has already
    been paid to us. Findings from an audit also may result in our
    being required to prospectively adjust previously agreed rates
    for work and affect future margins.
    If a government client discovers improper or illegal activities
    in the course of audits or investigations, we may become subject
    to various civil and criminal penalties and administrative
    sanctions, which may include termination of contracts,
    forfeiture of profits, suspension of payments, fines and
    suspensions or debarment from doing business with other agencies
    of that government. The inherent limitations of internal
    controls may not prevent or detect all improper or illegal
    activities, regardless of the adequacy of such controls.
    Government contracts, and the proceedings surrounding them, are
    often subject to more extensive scrutiny and publicity than
    other commercial contracts. Negative publicity related to our
    government contracts, regardless of whether it is accurate, may
    further damage our business by affecting our ability to compete
    for new contracts. 11




---



##### 



We
    have invested in specialized systems, processes and intellectual
    capital for which we may fail to recover our investment or which
    may become obsolete.
    Our
    information technology systems will require improvements as our
    business grows.
    We may
    be exposed to potential risks if we are unable to achieve and
    maintain effective internal controls.
    Acquired
    businesses may not achieve expected results which could
    adversely affect our financial performance.
    An
    impairment charge could have a material adverse effect on our
    financial condition and results of operations.
   12




---



##### 



We are
    subject to unpredictable risks of litigation.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    United States:

Outside of the United States:Atlanta, Georgia

Asia  Hong KongChicago, Illinois

Canada  TorontoLos Angeles, California

United Kingdom  LondonNew York, New YorkSan Francisco, CaliforniaWashington D.C.   Item 3.
    Legal
    Proceedings.   13




---



##### 



Item 4.
    Submission
    of Matters to a Vote of Security Holders.   Executive
    Officers of the Registrant    Name

Office

AgeWilliam M. Goodyear

Chairman of the Board and Chief Executive Officer


60Julie M. Howard

President and Chief Operating Officer


46Thomas A. Nardi

Executive Vice President and Chief Financial Officer


54Monica M. Weed

Vice President, General Counsel and Secretary


48   William M. Goodyear 28-year
  Julie M. Howard
  Thomas A. Nardi
  Monica M. Weed
 14




---



##### 



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    High


Low2008Fourth quarter

$
20.44


$
13.14Third quarter

$
20.72


$
15.90Second quarter

$
21.78


$
17.87First quarter

$
19.61


$
11.192007Fourth quarter

$
15.01


$
12.12Third quarter

$
19.47


$
12.66Second quarter

$
20.93


$
18.38First quarter

$
21.60


$
18.40   Holders
    Distributions
   15




---



##### 



Shareholder
    Return Performance Graph
      Comparison
    of 5 Year Cumulative Total Return
    Assumes Initial Investment of $100
    December 2008
  
  NavigantNYSE



Peer



Consulting,Measurement Period


Index



Group(a)



Inc.FYE 12/31/03


$
100.00



$
100.00



$
100.00FYE 12/31/04



112.39




119.72




141.03FYE 12/31/05



119.55




121.78




116.53FYE 12/31/06



138.61




135.97




104.76FYE 12/31/07



146.49




146.74




72.46FYE 12/31/08



89.15




135.93




84.11      (a)
    
    The Peer Group consists of the following companies: ChoicePoint,
    Inc., CRA International Inc. (formerly known as Charles River
    Associates, Inc.), Gartner Group, Inc., FTI Consulting, Inc.,
    Huron Consulting Group Inc., LECG Corporation and Resources
    Connection, Inc. The Peer Group is weighted by market
    capitalization. 16




---



##### 



Issuance
    of Unregistered Securities
    Number ofType of

Shares in


Exemption



AssetsDate

Securities

Consideration(a)


Claimed(b)

Purchaser or Recipient

PurchasedJanuary 24, 2008

Common Stock


14,866


Section 4(2)

Tedd Avey & Associates Ltd.

(c)January 31, 2008

Common Stock


8,159


Section 4(2)

Devito Consulting, Inc

(c)February 8, 2008

Common Stock


100,539


Section 4(2)

Casas, Benjamin & White, LLC

(c)July 1, 2008

Common Stock


12,458


Section 4(2)

Architech Corporation

(c)August 1, 2008

Common Stock


37,860


Section 4(2)

LAC, Limited

(d)November 1, 2008

Common Stock


349,247


Section 4(2)

Chicago Partners, LLC

(c)December 31, 2008

Common Stock


35,020


Section 4(2)

Bard Group, LLC

(e)     (a)
    
    Does not take into account additional cash or other
    consideration paid or payable by us as a part of the
    transactions.(b)
    
    The shares of common stock were issued without registration in
    private placements in reliance on the exemption from
    registration under Section 4(2) of the Securities Act.(c)
    
    Shares represent deferred payment consideration to purchase
    substantially all of the assets of the recipient.(d)
    
    Shares represent deferred payment consideration to purchase
    substantially all of the equity interests of the entity and, as
    such, these shares were issued to the owner(s) of the entity.(e)
    
    Shares represent closing date payment consideration to purchase
    substantially all of the assets of the recipient.  Purchase
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   17




---



##### 



Item 6.
    Selected
    Financial Data.    For the Year Ended December 31,2008


2007


2006


2005


2004Revenues before reimbursements

$
727,062


$
681,238


$
605,105


$
508,874


$
426,867Reimbursements


83,578



85,820



76,640



66,618



55,252Total revenues


810,640



767,058



681,745



575,492



482,119Cost of services before reimbursable expenses


444,035



421,032



349,103



299,180



255,674Reimbursable expenses


83,578



85,820



76,640



66,618



55,252Total cost of services


527,613



506,852



425,743



365,798



310,926General and administrative expenses


155,378



141,430



127,579



100,452



87,542Depreciation expense


17,302



16,179



13,400



10,213



8,312Amortization expense


16,386



17,494



9,959



8,538



3,562Other operating costs:Separation and severance costs






7,288











1,091Office consolidation


5,207



6,750











Gain on sale of property






(2,201
)










Litigation charge










7,400



1,250



385Operating income


88,754



73,266



97,664



89,241



70,301Interest expense


20,146



15,438



4,915



3,976



2,481Interest income


(1,182
)


(667
)


(402
)


(290
)


(330
)Other income, net


(62
)


(43
)


(209
)


(403
)


(287
)Income before income taxes


69,852



58,538



93,360



85,958



68,437Income tax expense


29,795



25,142



40,386



36,102



28,062Net income

$
40,057


$
33,396


$
52,974


$
49,856


$
40,375Basic income per share

$
0.86


$
0.67


$
1.00


$
1.00


$
0.86Shares used in computing income per basic share


46,601



49,511



52,990



50,011



47,187Diluted income per share

$
0.83


$
0.66


$
0.97


$
0.95


$
0.80Shares used in computing income per diluted share


48,285



50,757



54,703



52,390



50,247   As of December 31,2008


2007


2006


2005


2004Balance Sheet Data:Cash and cash equivalents

$
23,134


$
11,656


$
11,745


$
14,871


$
36,897Working capital

$
97,988


$
102,040


$
70,503


$
41,640


$
48,473Total assets

$
792,393


$
778,697


$
652,358


$
542,863


$
418,807Non-current liabilities

$
296,076


$
309,425


$
36,040


$
20,148


$
12,248Total stockholders equity

$
365,758


$
342,753


$
486,576


$
384,448


$
288,674  18




---



##### 



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K.
  Overview
          Critical
    Accounting Policies
    Revenue
    Recognition
   19




---



##### 



Accounts
    Receivable Realization
    Goodwill
    and Intangible Assets
             20




---



##### 



Share-Based
    Payments
    Income
    Taxes
     21




---



##### 



Other
    Operating Costs
    Recent
    Accounting Pronouncements
  FAS 157-2,
        Acquisitions
  2008
    Acquisitions
   22




---



##### 



2007
    Acquisitions
   23




---



##### 



2006
    Acquisitions
   24




---



##### 



Accounting
    for Acquisitions
    Results
    of Operations
  Annual
    Comparisons for the Years ended December 31, 2008, 2007 and
    2006
   25




---



##### 



2008 over


2007 over2007


2006Percent


Percent2008


2007


2006


Increase


IncreaseRevenues before reimbursementsNorth American Dispute and Investigative Services

$
306,850


$
298,699


$
273,090



2.7
%


9.4
%North American Business Consulting Services


314,677



327,511



307,580



(3.9
)%


6.5
%International Consulting Operations


69,793



55,028



24,435



26.8
%


125.2
%Economic Consulting Services


35,742















Total Revenues before reimbursements

$
727,062


$
681,238


$
605,105



6.7
%


12.6
%Total RevenuesNorth American Dispute and Investigative Services

$
338,230


$
324,734


$
296,066



4.2
%


9.7
%North American Business Consulting Services


355,991



379,152



356,452



(6.1
)%


6.4
%International Consulting Operations


79,526



63,172



29,227



25.9
%


116.1
%Economic Consulting Services


36,893















Total Revenues

$
810,640


$
767,058


$
681,745



5.7
%


12.5
%Average FTE consultantsNorth American Dispute and Investigative Services


775



790



774



(1.9
)%


2.1
%North American Business Consulting Services


904



1,018



945



(11.2
)%


7.7
%International Consulting Operations


185



154



40



20.1
%


285.0
%Economic Consulting Services


62















Total Company


1,926



1,962



1,759



(1.8
)%


11.5
%Average Utilization rates based on 1,850 hoursNorth American Dispute and Investigative Services


77
%


77
%


77
%


0.0
%


0.0
%North American Business Consulting Services


80
%


78
%


79
%


2.6
%


(1.3
)%International Consulting Operations


72
%


75
%


97
%


(4.0
)%


(22.7
)%Economic Consulting Services


96
%














Total Company


79
%


77
%


78
%


2.6
%


(1.3
)%Bill Rate(1)North American Dispute and Investigative

$
290


$
277


$
255



4.7
%


8.6
%North American Business Consulting

$
224


$
200


$
201



12.0
%


(0.5
)%International Consulting Operations

$
280


$
267


$
240



4.9
%


11.3
%Economic Consulting Services

$
332















Total Company

$
260


$
236


$
226



10.2
%


4.4
%     (1)
    
    Excludes the impact of contingency based fees. 26




---



##### 



For the Year Ended December 31,2008


2007


2006North American Dispute and Investigative Services


42.8
%


42.4
%


47.2
%North American Business Consulting Services


40.4
%


37.8
%


40.2
%International Consulting Operations


33.3
%


40.3
%


56.2
%Economic Consulting Services


39.5
%






Total segment operating profit


40.7
%


40.0
%


44.0
%   Total Revenues before Reimbursements.
    North American Dispute and Investigative
    Services.
  North American Business Consulting
    Services.
 27




---



##### 



International Consulting Operations.
  Economic Consulting Services.
  Cost of Services before Reimbursable
    Expenses.
  Form 10-K),
  Segment Operating Profit Margin.
 28




---



##### 



General and Administrative Expenses.
        Other Operating Costs  Office
    Consolidation.
     29




---



##### 



Other Operating Costs  Separation and Severance
    Costs.
  Other Operating Costs  Gain on Sale of
    Property.
  Other Operating Costs  Litigation
    Charge.
  Amortization Expense.
    Interest Expense.
        Income Tax Expense.
  2009
    Outlook
    Unaudited
    Quarterly Results
   30




---



##### 



Form 10-K.
    Quarters Ended(1)Dec. 31,


Sep. 30,


Jun. 30,


Mar. 31,


Dec. 31,


Sep. 30,


Jun. 30,


Mar. 31,2008


2008


2008


2008


2007


2007


2007


2007Revenues:Revenues before reimbursements

$
174,475


$
178,908


$
189,385


$
184,294


$
179,693


$
167,057


$
169,650


$
164,838Reimbursements


19,526



19,184



22,023



22,845



23,595



23,790



19,983



18,452Total revenues


194,001



198,092



211,408



207,139



203,288



190,847



189,633



183,290Cost of services:Cost of services before reimbursable expenses


107,027



110,083



113,852



113,073



109,544



104,405



105,849



101,234Reimbursable expenses


19,526



19,184



22,023



22,845



23,595



23,790



19,983



18,452Total costs of services


126,553



129,267



135,875



135,918



133,139



128,195



125,832



119,686General and administrative expenses


34,877



41,417



41,071



38,013



37,203



35,680



34,144



34,403Depreciation expense


4,426



4,330



4,381



4,165



4,274



4,189



3,995



3,721Amortization expense


3,607



3,955



4,597



4,227



4,696



5,378



3,784



3,636Other operating costs:Separation and severance costs


















2,663



3,348







1,277Office consolidation


561



553



2,575



1,518



4,600



2,150







Gain on sale of property






















(2,201
)






Operating income


23,977



18,570



22,909



23,298



16,713



14,108



21,878



20,567Interest expense


4,756



5,170



5,618



4,602



5,977



6,021



2,469



971Interest income


(305
)


(380
)


(225
)


(272
)


(236
)


(158
)


(144
)


(129
)Other expense, net


(92
)


93



(68
)


5



7



58



(117
)


9Income before income tax expense


19,618



13,687



17,584



18,963



10,965



8,187



19,670



19,716Income tax expense


8,289



5,851



7,598



8,057



4,989



3,454



8,320



8,379Net income

$
11,329


$
7,836


$
9,986


$
10,906


$
5,976


$
4,733


$
11,350


$
11,337Net income per diluted share

$
0.23


$
0.16


$
0.21


$
0.23


$
0.13


$
0.10


$
0.21


$
0.20Diluted shares


49,145



48,895



48,257



46,838



46,533



46,462



54,126



55,907     (1)
    
    The sum of quarterly net income per diluted share does not equal
    annual amounts in 2007 because of rounding and changes in the
    weighted average number of shares.   31




---



##### 



Human
    Capital Resources
      2008


2007


2006Number of FTE consultants as of December 31,


1,931



1,944



1,871Average number of FTE consultants for the year


1,926



1,962



1,759Average utilization of consultants, based on industry standard
    of 1,850 hours


79
%


77
%


78
%Number of administrative and management personnel as of
    December 31,


577



525



502           Liquidity
    and Capital Resources
     32




---



##### 



Operating
    Activities
  Form 10-K),
  Investing
    Activities
    Financing
    Activities
    Debt,
    Commitments and Capital
     33




---



##### 



Contractual Obligations

Total


2009


2010 to 2011


2012 to 2013


ThereafterDeferred purchase price obligations

$
23,161


$
11,884


$
11,277


$



$
Software license agreements


2,472



984



1,488







Notes payable


4,173



4,173











Line of credit


10,854











10,854



Term loan


221,625



2,250



34,875



184,500



Lease commitments


127,818



28,227



46,954



28,310



24,327$
390,103


$
47,518


$
94,594


$
223,664


$
24,327        34




---



##### 



Off-Balance
    Sheet Arrangements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.              Item 8.
    Financial
    Statements and Supplementary Data.  page F-1.
 35




---



##### 



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  (1)
    Evaluation
    of Disclosure Controls and Procedures  Rule 13a-15(e) 15d-15(e))
    (2)
    Managements
    Report on Internal Control over Financial Reporting  Rule 13a-15(f) 15d-15(f)
  Internal Control  Integrated
    Framework
  Form 10-K,
  (3)
    Changes
    in Internal Control over Financial Reporting    Item 9B.
    Other
    Information.    36




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated Framework
        Internal Control  Integrated
    Framework
    
    37




---



##### 



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.      Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.   38




---



##### 



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.      a.
    Exhibits:  ExhibitNo.

Description2
.1

Purchase and Sale Agreement dated as of April 18, 2008 among
    Navigant Consulting, Inc., Chicago Partners, L.L.C. and certain
    members of Chicago Partners, L.L.C. (Pursuant to Item 601(b)(2)
    of Regulation S-K, the schedules and exhibits to this agreement
    are omitted but will be provided supplementally to the
    Commission upon request.) (Incorporated by reference from our
    Current Report on Form 8-K dated April 24, 2008).3
.1

Amended and Restated Certificate of Incorporation of Navigant
    Consulting, Inc. (Incorporated by reference from our
    Registration Statement on Form S-1 (Registration No. 333-9019)
    filed with the SEC on July 26, 1996.)3
.2

Amendment No. 1 to Amended and Restated Certificate of
    Incorporation of Navigant Consulting, Inc. (Incorporated by
    reference from our Registration Statement on Form S-3
    (Registration No.
    333-40489)
    filed with the SEC on November 18, 1997.)3
.3

Amendment No. 2 to Amended and Restated Certificate of
    Incorporation of Navigant Consulting, Inc. (Incorporated by
    reference from our Form 8-A12B filed with the SEC on July 20,
    1999.)3
.4

Amendment No. 3 to Amended and Restated Certificate of
    Incorporation of Navigant Consulting, Inc. (Incorporated by
    reference from our Quarterly Report on Form 10-Q for the
    quarterly period ended June 30, 2005.)3
.5

Amended and Restated By laws of the Company as of July 25, 2007
    (Incorporated by reference from our Current Report on Form 8-K
    dated July 25, 2007.)4
.1

Rights Agreement dated as of December 15, 1999 between Navigant
    Consulting, Inc. and American Stock Transfer & Trust
    Company, as Rights Agent, (which includes the form of
    Certificate of Designations setting forth the terms of the
    Series A Junior Participating Preferred Stock as Exhibit A, the
    form of Rights Certificate as Exhibit B and the Summary of
    Rights to Purchase Preferred Stock as Exhibit C) (Incorporated
    by reference from our Current Report on Form 8-K dated December
    17, 1999.)4
.2

Substitution of Successor Rights Agent and Amendment No. 1 to
    Rights Agreement dated as of June 1, 2005 between Navigant
    Consulting, Inc. and LaSalle Bank, as Successor Rights Agent
    (Incorporated by reference from our Annual Report on Form 10-K
    for the year ended December 31, 2005.)10
.1

Long-Term Incentive Plan of Navigant Consulting, Inc.
    (Incorporated by reference from our Annual Report on Form 10-K
    for the year ended December 31, 2000.)10
.2

2005 Long-Term Incentive Plan of Navigant Consulting, Inc., as
    amended (Incorporated by reference from our Definitive Notice
    and Proxy Statement dated March 28, 2007.)10
.3

First Amendment of the Navigant Consulting, Inc. 2005 Long Term
    Incentive Plan, as amended, effective as of April 22, 2008
    (incorporated by reference from our Current Report on Form 8-K
    dated April 24, 2008).10
.4

2001 Supplemental Equity Incentive Plan of Navigant Consulting,
    Inc. (Incorporated by reference from our Registration Statement
    on Form S-8 (Registration No. 333-81680) filed with the SEC on
    January 30, 2002.)10
.5

First Amendment of the Navigant Consulting, Inc. 2001
    Supplemental Equity Incentive Plan Third, effective as of April
    16, 2007 (Incorporated by reference from our Current Report on
    Form 8-K dated April 17, 2007.) 39




---



##### 



ExhibitNo.

Description10
.6

Employee Stock Purchase Plan of Navigant Consulting, Inc.
    (Incorporated by reference from our Registration Statement on
    Form S-8 (Registration No. 333-53506) filed with the SEC on
    January 10, 2001.)10
.7

Amendment No. 1 Employee Stock Purchase Plan of Navigant
    Consulting, Inc. (Incorporated by reference from our Annual
    Report on Form 10-K for the year ended December 31, 1998.)10
.8

Amendment No. 2 Employee Stock Purchase Plan of Navigant
    Consulting, Inc. (Incorporated by reference from our Annual
    Report on Form 10-K for the year ended December 31, 1998.)10
.9

Amendment No. 3 Employee Stock Purchase Plan of Navigant
    Consulting, Inc. (Incorporated by reference from our Annual
    Report on Form 10-K for the year ended December 31, 1999.)10
.10

Amendment No. 4 Employee Stock Purchase Plan of Navigant
    Consulting, Inc. (Incorporated by reference from our Annual
    Report on Form 10-K for the year ended December 31, 1999.)10
.11

Amendment No. 5 Employee Stock Purchase Plan of Navigant
    Consulting, Inc. (Incorporated by reference from our Annual
    Report on Form 10-K for the year ended December 31, 2000.)10
.12

Navigant Consulting, Inc. Employee Stock Purchase Plan,
    effective January 1, 2007 (Incorporated by reference from our
    Definitive Notice and Proxy Statement dated March 27, 2006.)10
.13

First Amendment to the Navigant Consulting, Inc. Employee Stock
    Purchase Plan. (Incorporated by reference from our Current
    Report on Form 8-K dated December 24, 2008.)10
.14

Form of Restricted Stock Award Agreement. (Incorporated by
    reference from our Current Report on Form 8-K dated March 9,
    2007.)10
.15

Form Non-Qualified Stock Option Award. (Incorporated by
    reference from our Current Report on Form 8-K dated March 9,
    2007.)10
.16

Navigant Consulting, Inc. Directors Deferred Fees Plan.
    (Incorporated by reference from our Current Report on Form 8-K
    dated March 9, 2007.)10
.17

Amendment Number One to the Navigant Consulting, Inc.
    Directors Deferred Fees Plan. (Incorporated by reference
    from our Current Report on Form 8-K dated December 24, 2008.)10
.18

Amended and Restated Employment Agreement between William M.
    Goodyear and the Company, dated December 19, 2008. (Incorporated
    by reference from our Current Report on Form 8-K dated December
    24, 2008.)10
.19

Amended and Restated Employment Agreement between Julie M.
    Howard and the Company, dated December 19, 2008.  (Incorporated
    by reference from our Current Report on Form 8-K dated December
    24, 2008.)10
.20

Amended and Restated Employment Agreement between David E.
    Wartner and the Company, dated December 19, 2008. (Incorporated
    by reference from our Current Report on Form 8-K dated December
    24, 2008.)10
.21

Employment Agreement dated July 24, 2006 between Navigant
    Consulting, Inc. and Richard X. Fischer. (Incorporated by
    reference from our Current Report on Form 8-K dated July 20,
    2006.)10
.22

Employment Agreement dated as of July 25, 2007 between the
    Company and Scott J. Krenz. (Incorporated by reference from our
    Current Report on Form 8-K dated August 6, 2007.)10
.23

Employment Agreement dated as of November 10, 2008 between the
    Company and Thomas A. Nardi.  (Incorporated by reference from
    our Current Report on Form 8-K dated October 31, 2008.)10
.24

First Amendment to Employment Agreement between Thomas A. Nardi
    and the Company, dated December 19, 2008. (Incorporated by
    reference from our Current Report on Form 8-K dated December 24,
    2008.)10
.25

Sign-On Incentive Recovery Agreement dated as of November 10,
    2008 between the Company and Thomas A. Nardi. (Incorporated by
    reference from our Current Report on Form 8-K dated October 31,
    2008.)10
.26

Employment Agreement dated as of November 3, 2008 between the
    Company and Monica M. Weed. (Incorporated by reference from our
    Current Report on Form 8-K dated October 22, 2008.) 40




---



##### 



ExhibitNo.

Description10
.27

First Amendment to Employment Agreement between Monica M. Weed
    and the Company, dated December 19, 2008. (Incorporated by
    reference from our Current Report on Form 8-K dated December 24,
    2008.)10
.28

Sign-On Incentive Recovery Agreement dated as of September 24,
    2008 between the Company and Monica M. Weed. (Incorporated by
    reference from our Current Report on Form 8-K dated October 22,
    2008.)10
.29

Fourth Amended and Restated Credit Agreement among Navigant
    Consulting, Inc., the foreign borrowers identified therein,
    certain subsidiaries of Navigant Consulting, Inc. identified
    therein, Bank of America, N.A., as Administrative Agent, Swing
    Line Lender and L/C Issuer, LaSalle Bank National Association,
    as Syndication Agent and the other lenders party thereto
    (Incorporated by reference from our Current Report on Form 8-K
    dated May 31, 2007).21
.1*

Significant Subsidiaries of Navigant Consulting, Inc.23
.1*

Consent of Independent Registered Public Accounting Firm31
.1*

Certification of Chairman and Chief Executive Officer required
    by Rule 13a-14(a) of the Securities Exchange Act of 1934.31
.2*

Certification of Executive Vice President and Chief Financial
    Officer required by Rule 13a-14(a) of the Securities Exchange
    Act of 1934.32
.1*

Certification of Chairman and Chief Executive Officer and
    Executive Vice President and Chief Financial Officer Pursuant to
    Section 1350 of Chapter 63 of Title 18 of the United States
    Code.     *
    
    Indicates filed herewith.
    
    Indicates a management contract or compensatory plan or
    arrangement required to be filed as an exhibit to this
    Form 10-K. 41




---



##### 



SIGNATURES
      By:
    /s/  WILLIAM
    M. GOODYEAR  William M. Goodyear
 Chairman and Chief Executive Officer
    Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed below by the following
    persons on behalf of the Registrant and in the capacity and on
    the dates indicated.
  Signature

Title

Date/s/  WILLIAM
    M. GOODYEARWilliam
    M. Goodyear

Chairman and Chief Executive Officer and Director (Principal
    Executive Officer)

February 25, 2009/s/  THOMAS
    A. NARDIThomas
    A. Nardi

Executive Vice President and Chief Financial Officer (Principal
    Financial Officer)

February 25, 2009/s/  DAVID
    E. WARTNERDavid
    E. Wartner

Vice President and Controller (Principal Accounting Officer)

February 25, 2009/s/  THOMAS
    A. GILDEHAUSThomas
    A. Gildehaus

Director

February 25, 2009/s/  PETER
    B. PONDPeter
    B. Pond

Director

February 25, 2009/s/  SAMUEL
    K. SKINNERSamuel
    K. Skinner

Director

February 25, 2009/s/  GOVERNOR
    JAMES R. THOMPSONGovernor
    James R. Thompson

Director

February 25, 2009/s/  STEPHAN
    A. JAMESStephan
    A. James

Director

February 25, 2009  42




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  INDEX TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public Accounting Firm


F-2Consolidated Financial Statements as of December 31, 2008
    and 2007, and for each of the years in the three-year period
    ended December 31, 2008:Consolidated Balance Sheets


F-3Consolidated Statements of Income


F-4Consolidated Statements of Stockholders Equity


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-71. Description of Business


F-72. Summary of Significant Accounting Policies


F-73. Acquisitions


F-114. Segment Information


F-145. Goodwill and Intangible Assets, Net


F-176. Net Income per Share (EPS)


F-197. Stockholders Equity


F-208. Share-based Compensation Expense


F-219. Supplemental Consolidated Balance Sheet Information


F-2710. Supplemental Consolidated Cash Flow Information


F-2911. Comprehensive Income


F-3012. Current and Long Term Bank Debt


F-3113. Other Operating Costs


F-3214. Lease Commitments


F-3315. Income Taxes


F-3416. Employee Benefits Plans


F-3617. Related Party Transactions


F-3718. Litigation and Settlements


F-37Financial Statement Schedule Schedule II  Valuation and Qualifying Accounts


S-1  F-1




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated Framework
  
    F-2




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  December 31,


December 31,2008


2007(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
23,134


$
11,656Accounts receivable, net


170,464



189,616Prepaid expenses and other current assets


13,455



11,827Deferred income tax assets


21,494



15,460Total current assets


228,547



228,559Property and equipment, net


45,151



54,687Intangible assets, net


38,108



57,755Goodwill


463,058



430,768Other assets


17,529



6,928Total assets

$
792,393


$
778,697LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
8,511


$
7,547Accrued liabilities


10,086



9,771Accrued compensation-related costs


72,701



62,150Income taxes payable


1,371



5,904Notes payable


4,173



6,348Term loan  current


2,250



2,250Other current liabilities


31,467



32,549Total current liabilities


130,559



126,519Non-current liabilitiesDeferred income tax liabilities


28,511



29,756Notes payable






5,348Other non-current liabilities


37,336



19,955Term loan non-current


219,375



221,625Bank debt non-current


10,854



32,741Total non-current liabilities


296,076



309,425Total liabilities


426,635



435,944Stockholders equity:Preferred stock, $.001 par value per share;
    3,000 shares authorized; no shares issued or outstanding






Common stock, $.001 par value per share;
    150,000 shares authorized; 47,319 and 45,800 shares
    issued and outstanding at December 31, 2008 and 2007


59



58Additional paid-in capital


555,737



546,870Deferred stock issuance, net


985



2,847Treasury stock


(231,071
)


(242,302
)Retained earnings


69,239



29,182Accumulated other comprehensive income (loss)


(29,191
)


6,098Total stockholders equity


365,758



342,753Total liabilities and stockholders equity

$
792,393


$
778,697    F-3




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
  For the Year Ended December 31,2008


2007


2006(In thousands, except per share data)Revenues before reimbursements

$
727,062


$
681,238


$
605,105Reimbursements


83,578



85,820



76,640Total revenues


810,640



767,058



681,745Cost of services before reimbursable expenses


444,035



421,032



349,103Reimbursable expenses


83,578



85,820



76,640Total costs of services


527,613



506,852



425,743General and administrative expenses


155,378



141,430



127,579Depreciation expense


17,302



16,179



13,400Amortization expense


16,386



17,494



9,959Other operating costs:Separation and severance costs






7,288



Office consolidation


5,207



6,750



Gain on sale of property






(2,201
)


Litigation charge










7,400Operating income


88,754



73,266



97,664Interest expense


20,146



15,438



4,915Interest income


(1,182
)


(667
)


(402
)Other income, net


(62
)


(43
)


(209
)Income before income tax expense


69,852



58,538



93,360Income tax expense


29,795



25,142



40,386Net income

$
40,057


$
33,396


$
52,974Basic income per share

$
0.86


$
0.67


$
1.00Shares used in computing income per basic share


46,601



49,511



52,990Diluted income per share

$
0.83


$
0.66


$
0.97Shares used in computing income per diluted share


48,285



50,757



54,703    F-4




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  Common











Accumulated


Retained


TotalCommon


Treasury


Stock


Additional


Deferred


Treasury


Other


Earnings


StockStock


Stock


Par


Paid-In


Stock


Stock


Comprehensive


(Accumulated


-holdersShares


Shares


Value


Capital


Issuance


Cost


Income (Loss)


Deficit)


Equity(In thousands)Balance at December 31, 2005


54,668



(4,067
)

$
55


$
479,826


$
16,473


$
(60,424
)

$
(68
)

$
(51,414
)

$
384,448Cumulative effect of accounting change of SAB No. 108






























(5,774
)


(5,774
)Comprehensive income


























3,242



52,974



56,216Issuances of common stock related to business combinations






1,486







7,581



(10,566
)


20,949











17,964Deferred purchase price commitments to issue stock


















1,314















1,314Other issuances of common stock


754



53







8,320







812











9,132Tax benefit on stock options exercised and restricted stock
    vested














4,327



















4,327Issuances of restricted stock, net of forfeitures


987







1



6,437



(6,438
)














Grants of restricted stock awards














656



5,462















6,118Share-based compensation














11,926



905















12,831Balance at December 31, 2006


56,409



(2,528
)

$
56


$
519,073


$
7,150


$
(38,663
)

$
3,174


$
(4,214
)

$
486,576Comprehensive income


























2,924



33,396



36,320Issuances of common stock related to business combinations






830







(1,472
)


(4,006
)


15,064











9,586Other issuances of common stock


702



16







7,861







245











8,106Tax benefit on stock options exercised and restricted stock
    vested














1,633



















1,633Issuances of restricted stock, net of forfeitures


995







2



4,829



(6,103
)














(1,272
)Grants of restricted stock awards














221



5,546















5,767Share-based compensation expense














14,725



260















14,985Repurchases of common stock






(10,624
)














(218,948
)










(218,948
)Balance at December 31, 2007


58,106



(12,306
)

$
58


$
546,870


$
2,847


$
(242,302
)

$
6,098


$
29,182


$
342,753Comprehensive income


























(35,289
)


40,057



4,768Issuances of common stock related to business combinations






558







(2,003
)


(1,853
)


10,989











7,133Fair value adjustment of shares issued in acquisitions














(6,844
)


















(6,844
)Other issuances of common stock


548



12



1



6,407







242











6,650Tax benefits on stock options exercised and restricted stock
    vested, net of deficiencies














567



















567Issuance of restricted stock, net of forfeitures


401











(1,350
)


















(1,350
)Share-based compensation expense














12,090



(9
)














12,081Balance at December 31, 2008


59,055



(11,736
)

$
59


$
555,737


$
985


$
(231,071
)

$
(29,191
)

$
69,239


$
365,758    F-5




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Year Ended December 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net income

$
40,057


$
33,396


$
52,974Adjustments to reconcile net income to net cash provided by
    operating activities, net of acquisitions:Depreciation expense


17,302



16,179



13,400Depreciation expense-office consolidation


2,534







Amortization expense


16,386



17,494



9,959Share-based compensation expense


11,839



15,410



13,661Accretion of interest expense


996



794



780Deferred income taxes


(4,461
)


(982
)


3,444Allowance for doubtful accounts receivable


20,292



9,518



10,015Gain on sale of property, net






(2,201
)


Other, net






934



62Changes in assets and liabilities:Accounts receivable


4,280



(19,627
)


(20,462
)Prepaid expenses and other assets


(12,708
)


(3,139
)


(751
)Accounts payable


1,442



(5,620
)


(932
)Accrued liabilities


(159
)


3,004



(3,182
)Accrued compensation-related costs


5,268



15,375



7,223Income taxes payable


(2,621
)


(2,395
)


(2,421
)Other current liabilities


(8,744
)


13,703



4,142Net cash provided by operating activities


91,703



91,843



87,912Cash flows from investing activities:Purchases of property and equipment


(7,398
)


(24,080
)


(23,771
)Acquisitions of businesses, net of cash acquired


(54,222
)


(65,250
)


(56,326
)Payments of acquisition liabilities


(3,154
)


(4,518
)


(13,365
)Proceeds from sale of property






4,088



Other, net


(865
)


(3,682
)


(1,571
)Net cash used in investing activities


(65,639
)


(93,442
)


(95,033
)Cash flows from financing activities:Issuances of common stock


6,650



7,512



9,132Payments of notes payable


(5,976
)


(6,978
)


Repayments to banks, net of borrowings


(11,456
)


(2,105
)


(10,495
)Payments of bank borrowings assumed from business acquisitions






(2,420
)


Term loan proceeds






225,000



Payments of term loan installments


(2,250
)


(1,125
)


Repurchases of common stock






(218,429
)


Other, net


(283
)


(179
)


4,738Net cash (used in) provided by financing activities


(13,315
)


1,276



3,375Effect of exchange rate changes on cash


(1,271
)


234



620Net increase (decrease) in cash and cash equivalents


11,478



(89
)


(3,126
)Cash and cash equivalents at beginning of the year


11,656



11,745



14,871Cash and cash equivalents at end of the year

$
23,134


$
11,656


$
11,745    F-6




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    DESCRIPTION
    OF BUSINESS      2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Principles
    of Consolidation
    Use of
    Estimates
    Reclassifications
    Cash
    and Cash Equivalents
    Fair
    Value of Financial Instruments
    Accounts
    Receivable Realization
   F-7




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment
    Operating
    Leases
      Goodwill
    and Intangible Assets
           F-8




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Revenue
    Recognition
   F-9




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Legal
    Share-Based
    Payments  SFAS No. 123(R)
    Accounting
    for Certain Financial Instruments with Characteristics of Both
    Liabilities and Equity 
    SFAS No. 150
    Income
    Taxes
      Treasury
    Stock
   F-10




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Foreign
    Currency Translation
    Interest
    Rate Derivative
    Comprehensive
    Income
    3.
    ACQUISITIONS  2008
    Acquisitions
     F-11




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2007
    Acquisitions
     F-12




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2006
    Acquisitions
     F-13




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting
    for Acquisitions
    Pro
    Forma Information
    For the Year EndedDecember 31,2008


2007Total revenues

$
828,324


$
838,480Net income

$
41,371


$
33,559Basic net income per share

$
0.86


$
0.66Diluted net income per share

$
0.84


$
0.64   4.
    SEGMENT
    INFORMATION       F-14




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2008


2007


2006Total revenues:North American Dispute and Investigative Services

$
338,230


$
324,734


$
296,066North American Business Consulting Services


355,991



379,152



356,452International Consulting Operations


79,526



63,172



29,227Economic Consulting Services


36,893







Total revenues

$
810,640


$
767,058


$
681,745Segment operating profit:North American Dispute and Investigative Services

$
131,440


$
126,529


$
128,858North American Business Consulting Services


127,065



123,764



123,669International Consulting Operations


23,251



22,160



13,740Economic Consulting Services


14,121







Total combined segment operating profit


295,877



272,453



266,267Segment reconciliation to income before income tax expense:Unallocated:General and administrative expenses


155,378



141,430



127,579Depreciation expense


17,302



16,179



13,400Amortization expense


16,386



17,494



9,959Long term compensation expense related to consulting personnel
    (including share based compensation)


12,850



12,247



10,265Other operating expenses


5,207



11,837



7,400Other expense, net


18,902



14,728



4,304Total unallocated expenses, net


226,025



213,915



172,907Income before income tax expense

$
69,852


$
58,538


$
93,360      F-15




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,2008


2007North American Dispute and Investigative Services

$
287,225


$
325,426North American Business Consulting Services


236,419



246,656International Consulting Operations


73,897



106,058Economic Consulting Services


74,089



Unallocated assets


120,763



100,557Total assets

$
792,393


$
778,697   Geographic
    data
    For the Year Ended December 31,2008


2007


2006Total revenue:United States

$
676,610


$
658,325


$
619,899United Kingdom


93,567



79,831



36,064All other


40,463



28,902



25,782Total

$
810,640


$
767,058


$
681,745   December 31,


December 31,2008


2007Total assets:United States

$
639,048


$
569,406United Kingdom


110,966



163,562All other


42,379



45,729Total

$
792,393


$
778,697  F-16




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    GOODWILL
    AND INTANGIBLE ASSETS, NET    2008


2007Goodwill

$
468,483


$
436,193Less  accumulated amortization


(5,425
)


(5,425
)Goodwill, net


463,058



430,768Intangible assets:Customer lists and relationships


58,834



65,705Non-compete agreements


18,878



21,082Other


17,470



16,840Intangible assets, at cost


95,182



103,627Less: accumulated amortization


(57,074
)


(45,872
)Intangible assets, net


38,108



57,755Goodwill and intangible assets, net

$
501,166


$
488,523      F-17




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007Balance as of the beginning of the period  Goodwill,
    net

$
430,768


$
359,705Goodwill acquired during the period


69,801



66,059Adjustments to goodwill


(6,905
)


Foreign currency translation  goodwill


(30,606
)


5,004Balance as of the end of the period  Total

$
463,058


$
430,768Balance as of the beginning of the period  Intangible
    assets, net

$
57,755


$
38,416Intangible assets acquired during the period


5,894



34,388Foreign currency translation  intangible assets, net


(9,155
)


2,445Less  amortization expense


(16,386
)


(17,494
)Balance as of the end of the period  Total

$
38,108


$
57,755     paid-in-capital
   F-18




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ending December 31,

Amount2009

$
13,0912010


8,8612011


7,3652012


4,1462013


3,336Thereafter


1,309Total

$
38,108     6.
    NET
    INCOME PER SHARE (EPS)      2008


2007


2006Common shares outstanding


46,522



49,236



52,561Business combination obligations payable in a fixed number of
    shares


79



275



429Basic shares


46,601



49,511



52,990Employee stock options


446



577



728Restricted shares and stock units


375



439



558Business combination obligations payable in a fixed dollar
    amount of shares


846



132



252Contingently issuable shares


17



98



175Diluted shares


48,285



50,757



54,703      F-19




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      7.
    STOCKHOLDERS
    EQUITY  For
    the year ended December 31, 2008
    For
    the year ended December 31, 2007
        For
    the year ended December 31, 2006
       F-20




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stockholder
    Rights Plan
    Other
    Information
    8.
    SHARE-BASED
    COMPENSATION EXPENSE  Summary
      Share-based
    Compensation Plans
   F-21




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock Outstanding
           F-22




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Weighted





Weighted





WeightedNumber


Average


Number


Average


Number


Averageof Shares


Measurement


of Shares


Measurement


of Shares


Measurement(000s)


Date Price


(000s)


Date Price


(000s)


Date PriceRestricted stock and equivalents outstanding at beginning of year


2,264


$
19.45



1,963


$
19.07



1,562


$
16.45Granted


172



17.72



1,986



18.71



1,602



19.73Vested


(479
)


20.02



(1,054
)


17.50



(985
)


15.79Forfeited


(279
)


19.43



(631
)


19.20



(216
)


19.33Restricted stock and equivalents outstanding at end of year


1,678


$
19.00



2,264


$
19.45



1,963


$
19.07       December 31, 2008


December 31, 2007Weighted





WeightedOutstanding


Average


Outstanding


AverageShares


Measurement


Shares


MeasurementRange of Measurement Date Prices

(000s)


Date Price


(000s)


Date Price$0.00  $17.99


135


$
16.05



41


$
16.96$18.00  $18.99


820



18.56



1,067



18.55$19.00  $20.99


641



19.56



958



19.59$21.00  $24.99


45



22.26



107



22.54$25.00 and above


37



25.97



91



26.00Total


1,678


$
19.00



2,264


$
19.45     Stock
    Options Outstanding
   F-23




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Weighted





Weighted





WeightedNumber


Average


Number


Average


Number


Averageof Shares


Exercise


of Shares


Exercise


of Shares


Exercise(000s)


Price


(000s)


Price


(000s)


PriceOptions outstanding at beginning of year


1,679


$
10.10



1,917


$
9.13



2,395


$
8.21Granted


10



16.68



109



18.86



82



19.73Exercised


(221
)


5.33



(310
)


6.02



(520
)


6.03Forfeited or exchanged


(139
)


26.39



(37
)


21.32



(40
)


16.25Options outstanding at end of year


1,329


$
9.24



1,679


$
10.10



1,917


$
9.13Options exercisable at end of year


1,212


$
8.23



1,492


$
8.87



1,737


$
8.03     December 31, 2008


December 31, 2007Weighted


Remaining





Weighted


RemainingOutstanding


Average


Exercise


Outstanding


Average


ExerciseShares


Exercise


Period


Shares


Exercise


PeriodRange of Exercise Prices

(000s)


Price


(Years)


(000s)


Price


(Years)$0.00 to $3.74


183


$
3.68



2.6



199


$
3.68



3.7$3.75 to $4.99


482



3.94



1.7



614



3.94



2.5$5.00 to $9.99


292



6.09



3.7



355



6.17



4.6$10.00 to $19.99


217



18.53



4.0



245



18.46



4.9$20.00 and above


155



25.22



1.8



266



26.65



2.0Total


1,329


$
9.24



2.6



1,679


$
10.10



3.4     Weighted


RemainingOutstanding


Average


ExerciseShares


Exercise


PeriodRange of Exercise Prices

(000s)


Price


(Years)$0.00 to $3.74


183


$
3.68



2.6$3.75 to $4.99


482



3.94



1.7$5.00 to $9.99


292



6.09



3.7$10.00 to $19.99


111



18.06



3.8$20.00 and above


144



25.18



1.8Total


1,212


$
8.23



2.5  F-24




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    SharesRemainingWeighted


AvailableOutstanding


Average


for FutureShares


Exercise


IssuancesPlan Category

(000s)


Price


(000s)Long-Term Incentive Plan


1,215


$
8.95



3,666Supplemental Equity Incentive Plan


114



12.30



217Total


1,329


$
9.24



3,883     Stock
    Options Grants
    2008


2007


2006Fair value of options granted

$
8.69


$
10.00


$
10.52Expected volatility


60
%


61
%


64
%Risk free interest rate


2.9
%


4.7
%


4.3
%Forfeiture rate


0
%


0
%


0
%Dividend yield


0
%


0
%


0
%Contractual or expected lives (years)


4.5



4.5



4.2     Share-based
    Compensation Expense
     F-25




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31,2008


2007


2006Amortization of restricted stock awards

$
10,372


$
13,244


$
10,894Amortization of stock option awards


697



860



1,089Fair value adjustment for variable accounting awards


62



(130
)


(61
)Discount given on employee stock purchase transactions through
    our Employee Stock Purchase Plan


950



1,011



909Other share-based compensation expense


(242
)


425



830Total share-based compensation expense

$
11,839


$
15,410


$
13,661         2008


2007


2006Cost of services

$
9,087


$
12,247


$
10,265General and administrative expenses


2,752



3,163



3,396Total share-based compensation expense

$
11,839


$
15,410


$
13,661       Employee
    Stock Purchase Plan
   F-26




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    SUPPLEMENTAL
    CONSOLIDATED BALANCE SHEET INFORMATION  Accounts
    Receivable
    2008


2007Billed amounts

$
142,503


$
150,792Engagements in process


49,319



51,498Allowance for uncollectible accounts


(21,358
)


(12,674
)$
170,464


$
189,616     Prepaid
    expenses and other current assets
    2008


2007Notes receivable  current

$
4,595


$
Other prepaid expenses and other current assets


8,860



11,827Prepaid expenses and other current assets

$
13,455


$
11,827   Other
    assets
    2008


2007Notes receivable  non-current

$
13,905


$
Prepaid expenses and other non-current assets


3,624



6,928Other assets

$
17,529


$
6,928    F-27




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property
    and Equipment
    2008


2007Furniture, fixtures and equipment

$
49,668


$
52,994Software


24,056



20,754Leasehold improvements


40,159



39,510113,883



113,258Less: accumulated depreciation and amortization


(68,732
)


(58,571
)Property and equipment, net

$
45,151


$
54,687   Other
    Current Liabilities
    2008


2007Deferred business acquisition obligations

$
10,899


$
5,132Deferred revenue


13,685



16,521Deferred rent


2,470



2,136Commitments on abandoned real estate (see Note 13)


1,112



3,445Other liabilities


3,301



5,315$
31,467


$
32,549        F-28




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Non-Current Liabilities
    2008


2007Deferred business acquisition obligations

$
11,277


$
465Deferred rent  long-term


9,995



10,873Commitments on abandoned real estate (see Note 13)


2,884



1,767Interest rate swap liability (see Note 11)


9,585



6,030Other non-current liabilities


3,595



820$
37,336


$
19,955     Notes
    Payable  Current and Non-Current
      2008


2007Note related to the HP3 acquisition

$



$
1,000Note related to the Abros acquisition


362



499Note related to the Troika acquisition


3,811



4,849Total current notes payable

$
4,173


$
6,348     2008


2007Note related to the Abros acquisition

$



$
499Note related to the Troika acquisition






4,849Total non-current notes payable

$



$
5,348   10.
    SUPPLEMENTAL
    CONSOLIDATED CASH FLOW INFORMATION  2008
    Non-Cash Transactions
   F-29




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007
    Non-Cash Transactions
    2006
    Non-Cash Transactions
    Other
    Information
    11.
    COMPREHENSIVE
    INCOME    2008


2007


2006Net income

$
40,057


$
33,396


$
52,974Foreign currency translation adjustment


(33,321
)


6,391



3,242Unrealized net loss on interest rate derivative, net of income
    tax benefits


(1,968
)


(3,467
)


Comprehensive income

$
4,768


$
36,320


$
56,216      F-30




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FAS 157-2,
            12.
    CURRENT
    AND LONG TERM BANK DEBT       F-31




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Amount2009


2,2502010


12,3752011


22,5002012, through May 31


195,354Total

$
232,479     13.
    OTHER
    OPERATING COSTS    2008


2007


2006Separation costs and severance

$



$
7,288


$
Adjustments to office closures obligations, discounted and net
    of expected sublease income


2,173



3,346



Write down of leasehold improvements


500



3,404



Gain on sale of property






(2,201
)


Accelerated depreciation on leasehold improvements due to
    expected office closures


2,534







Litigation charge










7,400Other operating costs

$
5,207


$
11,837


$
7,400      F-32




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              OfficeSpace


WorkforceReductions


ReductionsCharges to operations during the year ended December 31,
    2007

$
6,750


$
7,288Utilized during the year ended December 31, 2007


(1,538
)


(6,089
)Balance at December 31, 2007


5,212



1,199Charges to operations during the year ended December 31,
    2008


2,673



Utilized during the year ended December 31, 2008


(3,889
)


(1,199
)Balance at December 31, 2008

$
3,996


$
       14.
    LEASE
    COMMITMENTS   F-33




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ending December 31,

Amount2009

$
28,2272010


25,4262011


21,5282012


16,1522013


12,158Thereafter


24,327$
127,818       15.
    INCOME
    TAXES    For the Year EndedDecember 31,2008


2007


2006Federal:Current

$
23,548


$
19,122


$
27,290Deferred


(1,093
)


1,930



3,322Total


22,455



21,052



30,612State:Current


6,002



4,946



6,850Deferred


(279
)


493



847Total


5,723



5,439



7,697Foreign:Current


4,706



2,056



2,802Deferred


(3,089
)


(3,405
)


(725
)Total


1,617



(1,349
)


2,077Total federal, state and foreign income tax expense

$
29,795


$
25,142


$
40,386  F-34




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2008


2007


2006Federal tax expense at the statutory rate


35.0
%


35.0
%


35.0
%State tax expense at the statutory rate, net of federal tax
    benefits


5.3



6.0



5.5Foreign taxes


0.8



0.5



1.4Effect of non-deductible meals and entertainment expense


1.2



1.3



0.7Effect of enacted tax rate changes






(1.3
)


Effect of other transactions, net


0.4



1.5



0.742.7
%


43.0
%


43.3
%       December 31,2008


2007Deferred tax assets (liabilities) attributable to:Allowance for uncollectible receivables

$
8,558


$
5,184Deferred revenue


3,330



3,648Accrued compensation


5,151



3,556Interest rate derivative


4,150



2,563Depreciation and amortization


1,850



1,199Share-based compensation


4,977



4,791Forgiveable loans


1,318



Tax credits and capital loss carry forward


396



130Other


1,028



1,336Deferred tax assets


30,758



22,407Acquisition costs  domestic acquisitions


(29,907
)


(23,183
)Acquisition costs  foreign acquisitions


(7,427
)


(12,637
)Change in accounting method


(441
)


(883
)Deferred tax liabilities


(37,775
)


(36,703
)Net deferred tax assets (liabilities)

$
(7,017
)

$
(14,296
)    F-35




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Adoption
    of FASB Interpretation No. 48
    Amount(In thousands)Balance at January 1, 2008

$
1,079Additions based on tax positions of the current year


Additions based on tax positions of prior years


97Reductions based on tax positions of prior years


(681
)Settlements


323Balance at December 31, 2008

$
818         16.
    EMPLOYEE
    BENEFIT PLANS   F-36




---



##### 



NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      17.
    RELATED
    PARTY TRANSACTIONS    18.
    LITIGATION
    AND SETTLEMENTS     F-37




---



##### 



SCHEDULE II  NAVIGANT
    CONSULTING, INC. AND SUBSIDIARIES
    VALUATION AND QUALIFYING ACCOUNTS
    Years ended December 31, 2008, 2007 and 2006
  Balance at








Balance atBeginning of


Charged to





End ofDescription

Year


Expenses


Deductions(1)


Year(Amounts in thousands)Year ended December 31, 2008Allowance for doubtful accounts

$
12,674


$
20,292


$
(11,608
)

$
21,358Year ended December 31, 2007Allowance for doubtful accounts

$
11,970


$
9,518


$
(8,814
)

$
12,674Year ended December 31, 2006Allowance for doubtful accounts

$
10,586


$
10,015


$
(8,631
)

$
11,970     (1)
    
    Represents write-offs.   S-1