What changed in this filing

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Item 1. Business

2024-02-28 compared with 2023-03-01 · 286 added, 334 removed, 507 unchanged (55% of the section changed)

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We completed our initial public offering in September 2006.

We provide professional services and technology-based solutions to government and commercial clients, including management, marketing, technology, and policy consulting and implementation services.

We provide professional services and technology-based solutions, including management, technology, and policy consulting and implementation services.

We help our clients conceive, develop, implement, and improve solutions that address complex business, natural resource, social, technological, and public safety issues.

Our services primarily support clients that operate in four key markets:

Energy, Environment, and Infrastructure;

Health, Education, and Social Programs;

Safety and Security;

Consumer and Financial.

We provide services across these four markets that deliver value throughout the entire life cycle of a policy, program, project, or initiative.

Our services primarily support clients that operate in three key markets:

• Energy, Environment, Infrastructure, and Disaster Recovery;

• Health and Social Programs;

• Security and Other Civilian & Commercial.

We provide services to our diverse client base that deliver value throughout the entire life cycle of a policy, program, project, or initiative.

Our primary services include:

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• Program Implementation Services.

We identify, define, and implement policies, plans, programs, and business tools that make our clients’

organizations more effective and efficient.

Our comprehensive, end-to-end solutions are implemented through a wide range of standard and customized methodologies designed to match our clients’

business context.

We identify, define, and implement policies, plans, programs, and business tools that make our clients’ organizations more effective and efficient.

Our comprehensive, end-to-end solutions are implemented through a wide range of standard and customized methodologies designed to match our clients’ business context.

• Analytics Services.

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• Digital Services.

We design, develop, and implement cutting-edge technology systems and business tools that are key to our clients’

mission or business performance, and include solutions to optimize the customer and citizen experience for our clients.

We provide cybersecurity solutions that support the full range of cybersecurity missions and protect evolving IT infrastructures in the face of relentless threats and modernize IT systems core to our clients’

We design, develop, and implement cutting-edge technology systems and business tools that are key to our clients’ mission or business performance, and include solutions to optimize the customer and citizen experience for our clients.

• Engagement Services.

We inform and engage our clients’

constituents, customers, and employees to drive behavior and outcomes through public relations, branding and marketing, multichannel and strategic communications, and reputation issues management.

We inform and engage our clients’ constituents, customers, and employees to drive behavior and outcomes through public relations, branding and marketing, multichannel and strategic communications, and reputation issues management.

Our engagement services frequently rely on our digital design and implementation skills, such as web and app development.

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Our clients utilize our services because we offer a combination of deep subject matter expertise, technical solutions, and institutional experience which contribute to our solutions being beneficial.

We believe that our domain expertise and the program

knowledge developed from our advisory engagements further position us to provide our full suite of services.

We believe that our domain expertise and the program knowledge developed from our advisory engagements further position us to provide our full suite of services.

We report operating results and financial data in one operating and reportable segment.

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Our total backlog was approximately $3,777.8 million, $3,856.2 million, and $3,198.9 million at December 31, 2023, 2022, and 2021, respectively.

As of December 31, 2022, we had approximately 9,000 full and part-time employees around the globe, including many recognized as thought leaders in their respective fields.

As of December 31, 2023, we had approximately 9,000 full-time and part-time employees around the globe, including many recognized as thought leaders in their respective fields.

We serve clients globally from our headquarters in the Washington, D.C.

metropolitan area, our 58 regional offices throughout the U.S., and 24 offices outside the U.S., including offices in the United Kingdom (“U.K.”), Belgium, India, China, and Canada.

metropolitan area, our 55 regional offices throughout the U.S., and 15 offices outside the U.S., including offices in the United Kingdom (“U.K.”), Belgium, India, and Canada.

OUR COMPANY INFORMATION

Our principal executive office is currently located at 1902 Reston Metro Plaza, Reston, Virginia 20190, and our telephone number is (703) 934-3000.

Our principal executive office is located at 1902 Reston Metro Plaza, Reston, Virginia 20190, and our telephone number is (703) 934-3000.

We maintain an internet website at www.icf.com.

We make available our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Code of Business and Ethics, and other information related to us, free of charge, on this site as soon as reasonably practicable after we electronically file those documents with, or otherwise furnish them to, the SEC.

Our internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

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We believe that our institutional knowledge and subject matter expertise are a distinct competitive advantage in providing our clients with practical, innovative solutions, which are directly applicable to their mission or business, and deploying them quickly with the right resources.

Moreover, we believe we will be able to leverage the domain expertise and program knowledge we have developed through advisory assignments and our experience with program management, technology-based solutions, and engagement projects to win larger engagements, which

generally lead to increasing returns on business development investment and promote higher employee utilization.

Rapid changes in technology, including the omnipresent influence of mobile, social, and cloud technologies, also demand new ways of communicating, evaluating, and implementing programs, and we are focused on leveraging our expertise in technology to capitalize on those changes.

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federal government as well as to state and local and international governments and commercial clients.

Energy, Environment, and Infrastructure

For decades, we have advised on energy and environmental issues, including the impact of human activity on natural resources, and have helped develop solutions for infrastructure-related challenges.

In addition to addressing government policy and regulation in these areas, our work focuses on industries that are affected by these policies and regulations, particularly those industries most heavily involved in the use and delivery of energy.

Energy, Environment, Infrastructure, and Disaster Recovery

For decades, we have advised our clients on energy and environmental issues, including the impact of human activity on natural resources, and have helped develop solutions for infrastructure-related challenges.

In addition to addressing government policy and regulation in these areas, our work focuses on industries that are affected by these policies and regulations, particularly in those industries most heavily involved in the use and delivery of energy.

Significant factors affecting suppliers, users, and regulators of energy are driving private and public sector demand for professional services firms, including:

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• The changing role of the U.S.

in the world’s energy markets;

Ongoing efforts to upgrade energy infrastructure to meet new power, transmission, environmental, and cybersecurity requirements and to enable more distributed forms of generation;

Changing public policy, regulations, and incentives (including those established by the Inflation Reduction Act) surrounding the modernization of and investment in an upgraded energy infrastructure, including new business models that may accompany those changes;

in the world’s energy markets;

• Ongoing efforts to upgrade energy infrastructure to meet new power, transmission, environmental, and cybersecurity requirements and to enable more distributed forms of generation and greater reliance on more distant electricity generation;

• Changing public policy, regulations, and incentives, including those established by the Inflation Reduction Act (the “IRA”), surrounding the modernization of and investment in an upgraded energy infrastructure, including new business models that may accompany those changes;

• The need to manage energy demand and increase efficient energy use in an era of environmental concerns, especially regarding carbon and other emissions;

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We utilize our policy expertise, deep industry knowledge, and proprietary modeling tools to advise government and commercial clients on key topics related to electric power, traditional fuels, and renewable sources of energy.

Our areas of expertise include power market analysis and modeling, transmissions analysis, flexible load and distribution system management, electric system reliability standards, energy asset valuation and due diligence, regulatory and litigation support, fuels market analysis, air regulatory strategy, and renewable energy and green power project implementation.

Our areas of expertise include power market analysis and modeling, transmissions analysis, power engineering and substation design, flexible load and distribution system management, electric system reliability standards, energy asset valuation and due diligence, regulatory and litigation support, fuels market analysis, air regulatory strategy, and renewable energy and green power project implementation.

Our acquisition of CMY Solutions, LLC (“CMY”), a power engineering firm, in 2023 has brought consulting, engineering, and power systems design skills that add value to our existing mix of capabilities.

We also assist commercial and government clients in designing, implementing, and evaluating demand side management programs, both for residential and for commercial and industrial sectors.

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Carbon emissions have been an important focus of federal government regulation, international governments, many state and local governments, and multinational corporations around the world.

Reducing or offsetting greenhouse gas (“GHG”) emissions continues to be the subject of both public and private sector interest, and the regulatory landscape in this area is still evolving.

The need to address carbon and other harmful emissions has significantly changed the way the world’s governments and industries interact and continues to be one of the drivers of interest in energy efficiency.

Reducing or offsetting greenhouse gas (“GHG”) emissions continues to be the subject of both public and private sector interest, and the regulatory landscape in this area is still evolving.

Moreover, how government and business adapt to the effects of climate change continues to be of global importance.

We support governments at the federal and state and local level, including providing comprehensive support to the National Science and Technology Council’s Global Change Research Program.

We support governments at the federal and state and local levels, including providing comprehensive support to the National Science and Technology Council’s Global Change Research Program.

Additionally, we support ministries and agencies of the government of the U.K.

and European Commission, as well as commercial clients, on these and related issues.

and the European Commission (the “E.C.”), as well as commercial clients, on these and related issues.

We believe that demand for our services will continue to grow as government, industry, and other stakeholders seek to provide natural disaster recovery and rebuilding.

In the wake of the major hurricanes (Ian, Harvey, Ida, Idalia, Irma, Maria, Laura, and Michael) that devastated communities in Texas, Florida, North Carolina, Louisiana, the U.S.

Virgin Islands, and Puerto Rico, the affected areas remain in various stages of relief and recovery efforts.

Our prior experience with disaster relief and rebuild efforts, including after hurricanes Katrina and Rita and Superstorm Sandy, puts us in a favorable position to provide recovery and housing assistance, and environmental and infrastructure solutions, including disaster mitigation, on behalf of federal departments and agencies, state, territorial, and local jurisdictions, and regional agencies.

We support ongoing disaster recovery and mitigation efforts in a variety of U.S.

states, territories, and local jurisdictions that have been affected by natural disasters including, but not limited to, hurricanes.

We also have decades of experience in designing, evaluating, and implementing environmental policies and environmental compliance programs for energy, transportation (including aviation), and other infrastructure projects.

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• The increasing exposure of infrastructure to damage and interference by severe weather events influenced by a changing climate, and therefore the need to become more resilient to those effects;

Past under-investment in transportation infrastructure that was recently the center of the Infrastructure and Jobs Act passed by the Biden administration on November 15, 2021;

The increasing demand for businesses to respond to climate change and similar “ESG”

priorities being championed not only by the public sector, but also by investors, financing sources, business organizations, and proxy advisory firms;

• Past under-investment in transportation infrastructure that was the center of the Infrastructure Investment and Jobs Act passed by Congress and signed by the President on November 15, 2021;

• Economic and policy incentives for the implementation of carbon-free energy sources that were the centerpiece of the IRA passed by Congress and signed into law by the President on August 16, 2022;

• The increasing demand for businesses to respond to climate change and similar environmental, social, and governance priorities being championed not only by the public sector, but also by investors, financing sources, business organizations, ratings agencies, and proxy advisory firms;

• Changing patterns of economic development that require transportation systems and energy infrastructure to adapt to new patterns of demand.

By leveraging our interdisciplinary skills, which range from finance and economics to earth and life sciences, information technology, and program management, we are able to provide a wide range of services that include complex environmental impact assessments, environmental management information systems, air quality assessments, program evaluation, transportation and aviation planning and operational improvement, strategic communications, and regulatory reinvention.

Our acquisition of Blanton & Associates (“Blanton”) in September 2022 added to these skills and expanded our geographic reach.

By leveraging our multi-disciplinary skills, which range from finance and economics to earth and life sciences, information technology, and program management, we are able to provide a wide range of services that include complex environmental impact assessments, environmental management information systems, air quality assessments, program evaluation, transportation and aviation planning and operational improvement, strategic communications, and regulatory reinvention.

Our acquisition of Blanton & Associates (“Blanton”) in September 2022 added to these skills and expanded our geographic reach.

We help clients deal specifically with the interrelated environmental, business, and social implications of issues surrounding all transportation modes and infrastructure.

From the environmental management of complex infrastructure engagements to strategic and operational concerns of airlines and airports, our solutions draw upon our expertise and institutional knowledge in transportation, urban and land use planning, industry management practices, financial analysis, environmental sciences, and economics.

Health, Education, and Social Programs

We also apply our expertise across our full suite of services in the areas of health, education, and social programs.

Health and Social Programs

We also apply our expertise across our full suite of services in the areas of health and social programs.

We believe that a confluence of factors will drive an increased need for public and private focus on these areas, including, among others:

Weaknesses in our public health and healthcare delivery systems exposed by COVID-19;

• Weaknesses in our public health and healthcare delivery systems exposed by the SARS-CoV-2 virus and the Coronavirus Disease 2019 (“COVID-19”);

• Expanded healthcare services to underserved portions of the population;

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• The emphasis on improving the effectiveness of the U.S.

and other countries’

educational systems;

and other countries’ educational systems;

• The perceived declining performance of the U.S.

educational system compared to other countries;

• The need to digitally transform and modernize the technology infrastructure underpinning government operations;

• Increased arrival of refugees to the U.S.

requiring social and other support;

• The need for greater transparency and accountability of public sector programs;

• A continued high need for social support systems, in part due to an aging population, and the interrelated nature of health, housing, transportation, employment, and other social issues;

The need to prepare for and recover from natural disasters such as hurricanes, wildfires, and earthquakes;

The perceived declining performance of the U.S.

educational system compared to other countries;

• A changing regulatory environment;

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In the area of federal health, we support many agencies and programs within the U.S.

Department of Health and Human Services (“HHS”), including the National Institutes of Health (the “NIH”), the Centers for Disease Control and Prevention (the “CDC”), and the Centers for Medicare and Medicaid Services (“CMS”) by conducting primary data collection and analyses, assisting in designing, delivering and evaluating programs, managing technical assistance centers, providing instructional systems, developing information technology applications, and managing information clearinghouse operations.

Our 2021 acquisition of ESAC brought a strong team with deep expertise in bioinformatics to further extend our capabilities in this arena.

Our 2022 acquisition of SemanticBits, LLC (“SemanticBits”) brought substantial expertise in technology applications used in CMS to oversee healthcare quality.

Increasingly, we provide multichannel communications and messaging for public health programs using capabilities similar to those used to provide marketing services to our commercial clients.

Department of Health and Human Services (“HHS”), including the National Institutes of Health (the “NIH”), the Centers for Disease Control and Prevention (the “CDC”), and the Centers for Medicare and Medicaid Services (“CMS”) by conducting primary data collection and analyses, assisting in designing, delivering, and evaluating programs, managing technical assistance centers, providing instructional systems, developing information technology applications, and managing information clearinghouse operations.

Our 2022 acquisition of SemanticBits, LLC (“SemanticBits”) brought substantial expertise in technology applications used in CMS to oversee healthcare quality.

Increasingly, we provide multichannel communications and messaging for public health programs.

We also provide training and technical assistance for early care and educational programs (such as Head Start), and health and demographic surveys in developing countries for the U.S.

Department of State (the “DoS”).

In the area of social programs, we provide extensive training, technical assistance, and program analysis and support services for a number of the housing and disaster recovery programs of the U.S.

Department of Housing and Urban Development (“HUD”) and state, territorial, and local governments.

Department of State (the “DoS”).

In the area of social programs, we provide extensive training, technical assistance, and program analysis and support services for a number of the housing programs of the U.S.

Department of Housing and Urban Development (“HUD”) and state, territorial, and local governments.

In addition, we provide research, program design, evaluation, and training for educational initiatives at the federal and state level.

We provide similar services to a variety of U.K.

ministries, as well as several Directorates-General of the European Commission.

Across all of the areas described above, in Energy, Environment, and Infrastructure as well as Health and Social Programs, we assist our clients in their growing efforts to ensure equity in their program operations, whether it is with an environmental justice or a health equity focus or some other perspective depending on the program being delivered.

Safety and Security

Safety and security programs continue to be a critical priority of the federal government, state and local governments, international governments (especially in Europe), and in the commercial sector.

ministries, as well as several Directorates-General of the E.C.

Security and Other Civilian & Commercial

We serve a number of other important government missions and commercial markets.

These government missions range from Security (e.g., the U.S.

Departments of Defense (“DoD”), Homeland Security (“DHS”), and Justice (“DoJ”)) to a variety of other civilian government departments and agencies.

Security programs continue to be a critical priority of the federal government, state and local governments, international governments (especially in Europe), and in the commercial sector.

We believe we are positioned to meet the following key safety concerns:

• Vulnerability of critical infrastructure to cyber and terrorist threats;

Increasing risks to enterprises’

reputations in the wake of a cyber-attack;

• Increasing risks to enterprises’ reputations in the wake of a cyberattack;

• Broadened homeland security concerns that include areas such as health, food, energy, water, and transportation;

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• The need to ensure that critical functions and sectors are resilient and able to recover quickly after attacks or disasters in either the physical or cyber realms;

The challenges resulting from changing global demographics.

• The challenges resulting from migrations and changing global demographics.

These security concerns create demand for government programs that can identify, prevent, and mitigate key cybersecurity issues and the societal issues they cause.

We believe that demand for our services will continue to grow as government, industry, and other stakeholders seek to provide natural disaster relief and rebuild efforts and address ongoing homeland security threats.

In the wake of the major hurricanes (Ian, Harvey, Ida, Irma, Maria, Laura and Michael) that devastated communities in Texas, Florida, North Carolina, Louisiana, the U.S.

Virgin Islands, and Puerto Rico, the affected areas remain in various stages of relief and recovery efforts.

We believe our prior experience with disaster relief and rebuild efforts, including after Hurricanes Katrina and Rita and Superstorm Sandy, puts us in a favorable position to provide recovery and housing assistance, and environmental and infrastructure solutions, including disaster mitigation, on behalf of federal departments and agencies, state, territorial and local jurisdictions, and regional agencies.

In addition, the U.S.

Department of Defense (“DoD”) is undergoing major transformations in its approach to strategies, processes, organizational structures, and business practices due to several complex, long-term factors, including:

In addition, the DoD is undergoing major transformations in its approach to strategies, processes, organizational structures, and business practices due to several complex, long-term factors, including:

• The changing nature of global security threats, including cybersecurity threats;

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• The increasing need for real-time information sharing and the global nature of conflict arenas.

We provide key services to DoD, the U.S.

Department of Homeland Security (“DHS”), the U.S.

Department of Justice (“DoJ”), and analogous Directorates-General at the European Commission.

We provide key services to DoD, DHS, DoJ, and analogous Directorates-General at the E.C.

We support DoD by providing high-end strategic planning, analysis, and technology-based solutions around cybersecurity.

We also provide the defense sector with critical infrastructure protection, environmental management, human capital assessment, military community research, and technology-enabled solutions.

At the DHS, we assist in shaping and managing critical programs to ensure the safety of communities, developing critical infrastructure protection plans and processes, establishing goals and capabilities for national preparedness at all levels of government in the U.S., and managing the national program to test radiological emergency preparedness at the state and local government levels in communities adjacent to nuclear power facilities.

At the DHS, we assist in shaping and managing critical programs to ensure the safety of communities, developing critical infrastructure protection plans and processes, and establishing goals and capabilities for national preparedness at all levels of government in the U.S.

At the DoJ, we provide technical and communications assistance to programs that help victims of crime and at-risk youths.

At the European Commission, we provide support and analytical services related to justice and home affairs issues within the European context.

Consumer and Financial

In the area of consumer and financial, some of the long-term market factors that we believe will have an impact on our clients include:

Increased use of interactive digital technologies to link organizations with consumers and other stakeholders in more varied and personalized ways, and less reliance on traditional print and television marketing;

Changing industry structures in marketing and advertising services;

The desire for greater return on marketing investments;

The continued elevation of data analytics as a business management and marketing tool, as well as the concomitant growth of concerns about, and regulation of, data capture and exploitation for marketing and other private and public sector purposes.

We combine our expertise in strategic communications, marketing and creative services, and public relations with our strengths in interactive and mobile technologies to help companies develop stronger relationships and engage with their customers and stakeholders across all channels, whether via traditional or digital media, to drive better operating results.

We took steps in 2022 to exit our traditional advertising and marketing platform technology business lines and refocus on the core services of business transformation, loyalty, and integrated communications across several key verticals.

Target customer areas include airlines, airports, electric and gas utilities, health care companies, transportation, travel, and hospitality firms.

At the E.C., we provide support and analytical services related to justice and home affairs issues within the European context.

Other large federal departments and agencies, such as the U.S.

Department of Agriculture and the U.S.

Department of the Treasury, also face important challenges that motivate them to transform their business processes and to modernize the associated technology systems.

We support these organizations with a variety of technology and program support services.

Across all of the areas described above we assist our clients in their growing efforts to ensure equity in their program operations, whether it is with an environmental justice or a health equity focus, or some other perspective depending on the program being delivered.

COMPETITIVE STRENGTHS

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We have a highly-educated professional staff with deep subject matter knowledge

We possess strong intellectual capital that provides us with a deep understanding of policies, processes, and programs across our clients’

We possess strong intellectual capital that provides us with a deep understanding of policies, processes, and programs across our clients’ markets.

Our thought leadership is based on years of training, experience, and education.

We are able to apply our in-depth knowledge of our subject matter experts and our experience developed over 45 years of providing advisory services to address the problems and issues our clients are facing.

As of December 31, 2022, approximately 41% of our benefits-eligible staff held post-graduate degrees in diverse fields such as the social sciences, business and management, physical

sciences, public policy, human capital, information technology, mathematics, engineering, planning, economics, life sciences, and law.

These qualifications, and the complementary nature of our markets, enable us to deploy multi-disciplinary teams to identify, develop, and implement solutions that are creative, pragmatic, and tailored to our clients’

specific needs.

As of December 31, 2023, approximately 45% of our benefits-eligible staff held post-graduate degrees in diverse fields such as the social sciences, business and management, physical sciences, public policy, human capital, information technology, mathematics, engineering, planning, economics, life sciences, and law.

We believe our diverse range of client markets, services, and projects provides a stimulating work environment for our employees that enhances their professional development.

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We have strong, long-standing relationships with clients across a diverse set of markets

The long-term relationships we maintain with many of our clients reflect our successful track record of fulfilling our clients’

The long-term relationships we maintain with many of our clients reflect our successful track record of fulfilling our clients’ needs.

We have advised the U.S.

Environmental Protection Agency (“EPA”), the United States Agency for International Development (“USAID”), and HHS for more than 30 years, the U.S.

Department of Energy (“DoE”) for more than 25 years, DoD for more than 20 years, certain commercial clients in our energy markets for more than 20 years, the European Commission for more than 15 years, and we have multi-year relationships with many of our other clients in both our government and commercial client base.

We have numerous contacts at various levels within our clients’

organizations, ranging from key decision-makers to functional managers.

Environmental Protection Agency (“EPA”), the United States Agency for International Development (“USAID”), and HHS for more than 30 years, the U.S.

Department of Energy (“DoE”) for more than 25 years, DoD for more than 20 years, certain commercial clients in our energy markets for more than 20 years, and the E.C.

for more than 15 years, and we have multi-year relationships with many of our other clients in both our government and commercial client base.

We have numerous contacts at various levels within our clients’ organizations, ranging from key decision-makers to functional managers.

The long-standing nature and breadth of our client relationships adds greatly to our institutional knowledge, which, in turn, helps us carry out our client engagements more effectively and maintain and expand such relationships.

Our extensive experience working alongside our clients and client contacts, together with our prime contractor position on a substantial majority of our contracts, gives us clearer visibility into future opportunities and emerging requirements.

We believe our balance between government civilian and defense agencies, our commercial presence, and the diversity of markets in which our clients operate help mitigate the impact of policy or political shifts, as well as annual shifts in our clients’

budgets and priorities.

Our advisory services position us to capture a full range of engagements

We believe our advisory approach, which is based on our subject matter expertise combined with an understanding of our clients’

requirements and objectives, is a significant competitive differentiator that helps us gain access to key client decision-makers during the initial phases of a policy, program, project, or initiative.

We believe our advisory approach, which is based on our subject matter expertise combined with an understanding of our clients’ requirements and objectives, is a significant competitive differentiator that helps us gain access to key client decision-makers during the initial phases of a policy, program, project, or initiative.

We use our expertise and understanding to formulate customized recommendations for our clients.

We believe this domain expertise and program knowledge, developed from our advisory engagements, further positions us to provide a full suite of services across the entire life cycle of a particular policy, program, project, or initiative.

As a result, we are able to understand our clients’

requirements and objectives as they evolve over time.

As a result, we are able to understand our clients’ requirements and objectives as they evolve over time.

We then use this knowledge to provide continuous improvement across our entire range of services, which maintains the relevance of our recommendations.

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We possess a strong knowledge in information technology and a thorough understanding of organizational behavior and human decision processes.

In addition, as a result of our acquisitions of Incentive Technology Group, LLC (“ITG”) in January 2020 and Creative Systems and Consulting (“Creative Systems”) in December 2021, we have strong partnerships and experience in cloud-based technology platforms that are central to our federal government clients’

technology modernization agendas.

This combination of skills, along with our domain knowledge, allows us to deliver technology-enabled solutions tailored to our clients’

business and organizational needs with less start-up time required to understand client issues.

In addition, as a result of our acquisitions of Incentive Technology Group, LLC (“ITG”) in January 2020, Creative Systems and Consulting (“Creative Systems”) in December 2021, SemanticBits in July 2022, and ESAC in November 2022, we have strong partnerships and experience in cloud-based technology platforms and open-source ecosystems that are central to our federal government clients’ technology modernization agendas.

This combination of skills, along with our domain knowledge, allows us to deliver technology-enabled solutions tailored to our clients’ business and organizational needs with less start-up time required to understand client issues.

In addition, many of our clients seek to deploy cutting-edge solutions to communicate and transact with citizens, stakeholders, and customers in a multichannel environment, and doing so takes both our constantly-refreshed technical know-how and world-class creativity.

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We believe our innovative, and often proprietary, analytics and methods are key competitive differentiators because they enhance our ability to deliver customized solutions to our clients and enable us to deliver services in a more cost-effective manner than our competitors.

For example, we have developed

industry-standard energy and environmental models that are used by governments and commercial entities around the world for energy planning and air quality analyses and have also developed a suite of proprietary climate change tools to help the private sector develop strategies for complying with GHG emission reduction requirements.

Our loyalty marketing services are often provided via our proprietary Tally software, a software as a service offering.

We maintain proprietary databases that we continually refine and that are available to be incorporated quickly into our analyses on client engagements.

For example, we have developed industry-standard energy and environmental models that are used by governments and commercial entities around the world for energy planning and air quality analyses and have also developed a suite of proprietary climate change tools to help the private sector develop strategies for complying with GHG emission reduction requirements.

In addition, we also have proprietary program management methodologies and services that we believe can help clients improve performance measurement, support chief information officer and science and engineering program activities, and reduce security risks.

We are led by an experienced management team

Our management team, consisting of 283 officers with the title of vice president or higher, possesses extensive industry experience and had an average tenure of 15.5 years with us as of December 31, 2022 (including prior service with companies we have acquired).

Our management team, consisting of 277 senior leaders with the title of vice president or higher, possesses extensive industry experience and had an average tenure of 16.4 years with us as of December 31, 2023 (including prior service with companies we have acquired).

This low turnover allows us to retain institutional knowledge.

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A number of our managers are industry-recognized thought leaders.

We believe that our management’s successful past performance and deep understanding of our clients’

needs have been and will continue to be differentiating factors in competitive situations.

We believe that our management’s successful past performance and deep understanding of our clients’ needs have been and will continue to be differentiating factors in competitive situations.

We have a broad global presence

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Our global presence also gives us access to many of the leading experts on a variety of issues from around the world, allowing us to expand our knowledge base and areas of functional expertise.

Over the past year, we worked in dozens of countries, helping government and commercial clients with energy, environment, infrastructure, healthcare, marketing, interactive technology/e-commerce, and air transport matters.

Although international operations present challenges in the form of inconsistent legal systems, differing levels of intellectual property protection, and trade regulation issues, we believe our international operations will continue to play a significant role in our clients’

operations and in our platform.

Over the years, we worked in dozens of countries, helping government and commercial clients with energy, environment, infrastructure, healthcare, interactive technology/e-commerce, and air transport matters.

Our strategy to increase our revenue and shareholder value involves the following key elements:

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We plan to continue to pursue profitable commercial projects and we believe we have strong, global client relationships in both the commercial energy and air transport markets.

We continue to see growth opportunities in our current commercial business in the utility sector, as well as significant potential to expand our business in other commercial areas, such as aviation, tourism, digital marketing services and strategic communications services, both domestically and internationally.

We continue to see growth opportunities in our current commercial business in the utility sector as well as significant potential to expand our business in other commercial areas such as aviation and tourism.

We view the energy industry as a particularly attractive sector for us over the next decade due to concerns over controlling energy costs and limiting climate and environmental impacts, increased state and federal regulation, the need for cleaner and more diverse sources of energy, and the concomitant need for infrastructure to transport/transmit, store, and/or convert those new energy sources.

We also believe the combination of our vertical domain expertise with our digital marketing expertise makes us a provider of choice for high value-added assignments in that arena.

Although we believe the utility industry will continue to be a strong market for advisory services, particularly in light of the changing focus on regulatory actions and alternative energy sources, we intend to leverage our existing relationships and institutional expertise to pursue and capture additional, and typically higher-margin, opportunities.

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The growth of interest in sustainability and energy efficiency issues has created opportunities to offer these types of services to new clients beyond our traditional sectors.

We believe these factors, coupled

with our expansive national and global footprint, will result in a greater number of engagements that will also be larger in size and scope.

We believe these factors, coupled with our expansive national and global footprint, will result in a greater number of engagements that will also be larger in size and scope.

We expect that interest in energy advisory services will continue to expand as clients in a number of industries, including information service providers and companies engaged in travel and tourism, seek to better understand their energy consumption options and the positive benefits of demonstrating environmental stewardship.

Our broad range of services to the aviation industry makes us well positioned to capitalize on significant industry changes, including recovery from COVID-19-induced demand shocks;

Our broad range of services to the aviation industry makes us well positioned to capitalize on significant industry changes;

substantial airline equipment upgrades to newer, more efficient aircraft models in a cost-constrained environment;

testing and adoption of Sustainable Aviation Fuels (“SAF”);

and changes to airport business models and strategy as they place increasing importance on passenger experience.

Our engagement services, including marketing and strategic communications offerings, are well-positioned to support the continuing growth of multichannel engagement and e-commerce.

We deliver cutting-edge digital strategy support, as well as creative services, that help brands, products, and services succeed in a crowded marketplace.

Replicate our business model across government and industry in selected geographies

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Our domain expertise is well suited in Europe to meet the need for cutting-edge climate change, energy, and environmental solutions, particularly with our offerings to the U.K.

government and European Commission.

government and the E.C.

We have also focused our geographic footprint, when prudent, by selectively closing or reducing the size of offices which appear to be unlikely to generate profitable growth in the near to medium term, generally in nations or regions undergoing either economic or political challenges.

Strengthen our technology-based offerings

We continue to strengthen our services in the fields of content and customer relationship management, loyalty marketing, and end-to-end e-commerce.

In early 2020 we acquired ITG, which materially increased our skills and market presence in IT modernization, including the use of popular cloud-based platforms to modernize legacy IT systems.

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business process solutions;

marketing and communications delivery;

strategic communications;

and technical assistance and training.

Our advisory services provide us with insight and understanding of our clients’

missions and goals.

Our advisory services provide us with insight and understanding of our clients’ missions and goals.

We believe the domain expertise and program knowledge we develop from these advisory assignments position us to capture a greater portion of the resulting larger engagements;

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We will focus not only on defending our current market footprint, but also on innovating to continue expanding across key growth markets, such as U.S.

federal government energy and

climate-related programs, reengineering of U.S.

federal government energy and climate-related programs, reengineering of U.S.

public health and research efforts, and cybersecurity initiatives, digital services, and disaster recovery work for state and local governments.

We will continue to provide innovative solutions that help our public sector clients do more with less.

We will specifically target deeper penetration of those agencies that currently procure services only from one or two of our service areas, and our recent acquisitions of ITG, Creative Systems, SemanticBits, and Blanton, which provide us with strong skills and market presence in technology modernization, will provide additional capabilities in this effort.

We will specifically target deeper penetration of those agencies that currently procure services only from one or two of our service areas, and our acquisitions of ITG, Creative Systems, and SemanticBits, which provide us with strong skills and market presence in technology modernization, will provide additional capabilities in this effort.

We believe we can leverage many of our long-term client relationships by introducing these existing clients, where appropriate, to our other services in order to better meet their needs.

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Pursue strategic acquisitions

We plan to augment our organic growth with selective, strategic acquisitions when the target company will enable us to obtain new clients, increase our presence in attractive markets, and/or obtain capabilities that complement our existing portfolio of services, gain access to customer contracts, provided that the target company has cultural compatibility and we expect that the acquisition will have a positive financial impact.

Our acquisitions of Blanton and SemanticBits in 2022 are examples of this approach.

provided, that the target company has cultural compatibility and we expect that the acquisition will have a positive financial impact.

Our acquisition of CMY in 2023 is an example of this approach.

These elements of our strategy permeate all of the Company and influence our day-to-day decisions.

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In fiscal years 2023, 2022, and 2021, our largest three government clients by revenue were HHS, DoS, and DoD.

The percentage of our total revenue from the government clients are as follows:

The percentages of our total revenue from these government clients are as follows:

Year ended December 31,

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Department of Defense

There were no commercial clients with revenue equal to or greater than two, two, and six percent of our total revenue for the fiscal years 2022, 2021, or 2020, respectively.

Most of our revenue is derived from prime contracts in which we work directly for the end customer, which accounted for approximately 91%, 91%, and 92% of our revenue for 2022, 2021, and 2020, respectively.

There was no single commercial client with revenue equal to or greater than 2% of our total revenue for the 2023, 2022, and 2021 fiscal years, respectively.

Most of our revenue is derived from prime contracts under which we work directly for the end customer.

These accounted for approximately 89%, 91%, and 91% of our revenue for the 2023, 2022, and 2021 fiscal years, respectively.

Our contract periods typically extend from one month to five years, including option periods.

Many of our government contracts provide for option periods that may be exercised by the client.

In 2022, 2021, and 2020, no single contract accounted for more than 3%, 2%, and 5% of our revenue for those years, respectively.

Our 10 largest contracts by revenue collectively accounted for approximately 15%, 14%, and 19% of our revenue in 2022, 2021, and 2020, respectively.

International revenues (both government and commercial) decreased by $35.4 million to $174.5 million for the year ended December 31, 2022 compared to $209.9 million for the year ended December 31, 2021.

This decrease was primarily the result of the completion of a one-time contract for an international government client.

In 2023, 2022, and 2021, no single contract accounted for more than 2%, 3%, and 2% of our revenue for those fiscal years, respectively.

Our 10 largest contracts by revenue collectively accounted for approximately 14%, 15%, and 14% of our revenue in the 2023, 2022, and 2021 fiscal years, respectively.

CONTRACT BACKLOG

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We do not include any estimate of revenue relating to potential future delivery orders that might be awarded under our U.S.

General Services Administration Multiple Award Schedule (“GSA Schedule”) contracts, other Indefinite Delivery/Indefinite Quantity (“IDIQ”) contracts, Master Service Agreements (“MSAs”), or other contract vehicles that are also held by a large number of firms and under which potential future delivery orders or task orders might be issued by any of a large number of different agencies, and are likely to be subject to a competitive bidding process.

We do, however, include potential future work expected to be awarded under IDIQ contracts that are available to be utilized by a limited number of potential clients and are held either by us alone or by a limited number of firms.

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Our government clients generally have the right to cancel any contract, or ongoing or planned work under any contract, at any time.

In addition, there can be no assurance that revenue from funded or unfunded backlog will have similar profitability to previous work or will be

profitable at all.

In addition, there can be no assurance that revenue from funded or unfunded backlog will have similar profitability to previous work or will be profitable at all.

Generally speaking, we believe the risk that a particular component of backlog will not result in future revenue is higher for unfunded backlog than for funded backlog.

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Each team participates in regular executive reviews of marketing plans and proposal development processes.

Our non-federal government clients are served by account leaders from operating units and coordinated by senior executives with industry experience where such coordination is deemed appropriate to enhance our business development success.

Our non-federal government clients are served by account leaders from operating units and coordinated by senior leaders with industry experience where such coordination is deemed appropriate to enhance our business development success.

This account-based approach allows deep insight into the needs of current and future clients.

It also helps us anticipate our clients’

evolving requirements over the coming 12 to 18 months and position ourselves to meet those requirements.

It also helps us anticipate our clients’ evolving requirements over the coming 12 to 18 months and position ourselves to meet those requirements.

Each administrative group is responsible for maximizing sales in our existing accounts and finding opportunities in closely-related accounts.

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Our contracts and administration function supports bid price development in partnership with the business development account teams.

We operate in a highly competitive and fragmented marketplace and compete against a number of firms in each of our clients’

We operate in a highly competitive and fragmented marketplace and compete against a number of firms in each of our clients’ key markets.

Some of our principal competitors include:

Abt Associates Inc.;

Abt Associates;

AECOM Technology Corporation;

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CACI International Inc.;

Cambridge Systematics, Inc.;

CRA International, Inc.;

CLEAResult Consulting, Inc.;

Deloitte LLP;

Eastern Research Group, Inc.;

Cardno ENTRIX, Inc.;

General Dynamics, Inc.;

Leidos Holdings, Inc.;

Northrop Grumman Corporation;

Omnicom Group Inc.;

PA Consulting Group;

Publicis Group;

Science Applications International Corporation;

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Tetra Tech Inc.;

Westat, Inc., and WPP Plc.

and Westat, Inc.

In addition, we have numerous smaller competitors, many of which have narrower service offerings and serve niche markets.

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Sales and licenses of our intellectual property do not currently comprise a substantial portion of our revenue or profit.

We rely on the technology and models,

proprietary processes, and other intellectual property we own or have the rights to use in our analyses and other work we perform for our clients.

We use this innovative, and often proprietary, software, analytical models and tools throughout our service offerings.

We rely on the technology and models, proprietary processes, and other intellectual property we own or have the rights to use in our analyses and other work we perform for our clients.

We use these innovative, and often proprietary, software, analytical models, and tools throughout our service offerings.

Our staff regularly maintains, updates, and improves these software, models, and tools based on our corporate experience.

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HUMAN CAPITAL

As a professional and technology services and solutions company, our success depends substantially on attracting, developing, and retaining a workforce that is highly qualified, provides excellent, effective and efficient performance, and is reflective of the communities we serve.

To support these objectives, our human resources programs are designed to enable a high-performing, diverse workforce;

develop those persons to prepare them for critical roles;

reward and support employees through pay, benefits and perquisite programs that we believe are competitive;

and evolve and invest in technology, tools, and resources to enable employees at work.

As a global advisory and technology services provider, our human capital strategy is vital to our business.

Our business depends substantially on attracting, developing, and retaining a highly qualified workforce that provides excellent, effective, and efficient performance reflecting the vast communities we serve.

We have designed our human resources programs to enable a high-performing, diverse workforce to reach its full potential.

We then develop our employees to prepare them for critical roles;

reward and support employees through pay, benefit, and perquisite programs that we believe are competitive;

and evolve and invest in technology, tools, and resources to empower employees to belong, grow, and thrive at ICF.

We employ approximately 9,000 employees, 86% of whom are employed full-time.

Historically, we experience employee voluntary turnover that is consistently below industry benchmarks.

For 2022, our overall company turnover was 20.6%, and 17.4% when excluding our on-call staff.

The results of our employee engagement survey reinforced the strong culture that makes our employees want to stay and grow a career here with us.

We’re proud that 86% of respondents believe their values aligned with the values of ICF and that 87% of respondents feel they have a flexible schedule that meets their personal needs.

Both of these results were a full 16% above the industry average.

Making our company a welcoming and professionally rewarding workplace for all is a fundamental goal of our approach to diversity, equity, and inclusion.

This year, we continued to grow our eight Employee Community Networks (“ECNs”) to foster support, networking, mentoring, professional development, community outreach, and business impact.

In 2023, our overall company turnover was 14.7% and 11.4% when excluding our on-call staff.

The results of our employee engagement survey reflect a strong culture that encourages our employees to stay and grow a career with ICF.

We are proud that 86% of respondents believe their values align with our values, and 87% feel they have a flexible schedule that meets their personal needs.

Both results were 16% above the industry average for professional services organizations.

Successful talent attraction and retention hinges on a healthy and recognizable employer brand.

We leverage digital and social media with an employee-first lens to distinguish us as a named employer of choice.

Employee voices and perspectives are at the heart of all we share.

In 2023, these efforts delivered 7.7 million brand views of employer brand content and 5.3 million nurture emails to opt-in prospects in our candidate relationship management system (“CRM” ), ultimately attracting more than 370,000 applicants.

In the past year, we have been named on the best place to work lists of both Forbes and Newsweek and a best place to work in Washington, D.C., by Built In, a community for startups and tech companies.

We were also named a best place to work for parents by Newsweek.

Once a new hire joins us, we set them up for long-term success with a robust onboarding program, including sessions focused on our purpose and values and required compliance training.

To further enhance this experience, new employees may participate in an optional peer coaching program to connect with other employees throughout their first year.

Over 750 employees participated in peer coaching throughout 2023, with 98% rating the experience as “Very Helpful”.

Our diversity, equity, and inclusion objectives include attracting engaged, diverse talent and perspectives to build a workplace culture that fosters inclusivity and reflects our communities.

This year, we continued to grow our eight Employee Community Networks (“ECNs”) to enable internal and external community-building, networking, mentoring, professional development, and business impact.

Our Asian, Black, Diverse Abilities, First Nations Indigenous People, Hispanic/Latinx, LGBTQIA+, Women, and Veterans ECNs provide forums for employees and allies with similar characteristics, interests, and goals to connect.

In the two years since they’ve launched, we’re proud that about 25% of our employees participate in at least one ECN.

We also continued our history of gender equity with 55% of our employees self-identifying as female.

Of our people managers, 54% self-identify as female, and 39% of our executives self-identify as female.

Within our U.S.

employees, 36% classify themselves as non-white with the largest classifications being 12% Asian and 11% Black.

We support our employees to achieve personal and career success.

In 2022, we delivered customized, blended digital and instructor-led programs to build leadership, diversity and inclusion, people management, project management, client relationships, finance, technology, and innovation skills.

We also partner with industry leaders including LinkedIn Learning, Udemy, and Microsoft for digital learning in self-paced programs.

Our annual mentoring program, Mentor Connect, had its largest cohort in 2022 with 515 mentoring pairs.

A key focus area this year was to continue building our pipeline of tomorrow’s leaders.

We expanded our leadership development curriculum and were able to triple our reach to emerging leaders at various stages of their career.

Lastly, we enable our people to thrive physically and professionally, and encourage healthy lifestyles with strong mental and physical health.

We believe that when our employees are at their best, it impacts how they engage at work, with their families, and their communities.

This year we launched a wellbeing platform, powered by Virgin Pulse.

Nearly 40% of eligible employees are active on the platform, more than triple the vendor’s benchmark for the first year of an implementation.

We conducted four company-wide challenges this year.

One challenge resulted in participants taking over 47 million steps, equating to nearly one loop around our globe.

We are proud that about 25% of our employees participate in at least one ECN.

We also continued our history of gender equity, with 56% of our employees identifying as female.

55% of our people managers and 40% of our executives are female.

36% of our U.S.

employees self-identify as non-white, with the largest classifications being 11% Asian, 11% Black, and 9% Hispanic.

This commitment is garnering attention externally.

We made Forbes’ “America's Top 500 Best Employers for Diversity” list again in 2023, our third year in a row, ranking #14 (from #16 in 2022 and #127 in 2021).

Another pillar of culture and retention is helping our employees to achieve personal and career success.

In 2023, we delivered digital and instructor-led programs to build skills in various areas, including leadership inclusion, people management, project management, business development, finance, technology, and innovation skills.

To increase enterprise-wide access to industry-leading content, we also partner with LinkedIn Learning, Udemy, and Microsoft for digital learning in self-paced programs.

More than 164,000 hours of learning were consumed across these platforms in 2023.

Our annual mentoring program, Mentor Connect, had its largest cohort in 2023, with nearly 650 mentoring pairs.

This year’s key focus area was to continue building our pipeline of tomorrow’s leaders.

We expanded our leadership development curriculum and were able to triple our reach to emerging leaders.

In 2023, we had 410 seats allocated for leadership development programs at various career stages.

Another area of employee development is our intentional culture of continuous coaching and feedback through our Impact Conversations program.

In addition, our anytime feedback initiative and appreciation programs empower employees to receive (and give) feedback or kudos from peers, managers, and leaders at any point during the year.

In 2023, 99% of eligible employees received a performance appraisal with feedback from their manager on their 2022 performance.

Lastly, we enable employees to thrive personally and professionally, encouraging and empowering them to adopt mentally and physically healthy lifestyles.

When our employees are at their best, it impacts how they engage at work, their families, and their communities.

In 2023, we continued to encourage the importance of holistic wellbeing through our Be Well platform, with 41% of eligible employees enrolled.

We conducted ten company-wide challenges and led eleven global wellbeing-focused webinars with topics including “Creating a Healthier Lifestyle,” “Eating for Heart Health,” “Beyond Worry – Supporting Yourself and Others,” “Suicide Prevention,” “Financial Freedom,” and more.

We provide our services to U.S.

federal, and state and local governments, as well as international government clients, and we are therefore subject to certain laws and regulations.

Our failure to comply with the complex laws, rules, and regulations applicable to us could cause us to lose business and subject us to a

variety of penalties and sanctions.

Our failure to comply with the complex laws, rules, and regulations applicable to us could cause us to lose business and subject us to a variety of penalties and sanctions.

Additionally, we are subject to various routine and non-routine governmental and other reviews, audits, and investigations, the results of which could affect our operating results and also subject us to penalties and sanctions.

See “Item 1A.

Risk Factors —

Compliance Risks”

for a more detailed description of the regulatory and compliance risks we face.

See “Item 1A.

Risk Factors - Compliance Risks” for a more detailed description of the regulatory and compliance risks we face.

RI SK FACTORS

The following discussion of “risk factors”

sets forth some of the most material factors that may adversely affect our business, operations, financial position or future financial performance, reputation and/or value of our stock.

This information should be read in conjunction with the description of our business, Management’s Discussion and Analysis and the consolidated financial statements and related notes contained in this Annual Report on Form 10-K.

The following discussion of “risk factors” sets forth some of the most significant factors that may adversely affect our business, operations, financial position or future financial performance, reputation, and/or value of our stock.

This information should be read in conjunction with the description of our business, Management’s Discussion and Analysis, and the consolidated financial statements and related notes contained in this Annual Report on Form 10-K.

Because of the following factors, as well as other factors, whether known or unknown, affecting our business, operations, financial position or future financial performance, reputation, and/or value of our stock, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

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debt ceiling when necessary which, in addition to resulting in federal government shutdowns, could significantly impact the U.S.

and global economy, affecting the discretionary spending decisions of our non-governmental clients and affecting the capital markets and our access to related sources of liquidity on terms that are acceptable to us.

and global economy, affecting the discretionary spending decisions of our non-governmental clients and affecting the capital markets and our access to sources of liquidity on terms that are acceptable to us.

The delayed funding or shutdown of many parts of the federal government, including agencies, departments, programs, and projects we support, could have a substantial negative affect on our revenue, profit, and cash flows.

Budget compromises that may be needed for future fiscal years may continue to be extraordinarily difficult given the complicated grassroots political environment, a closely divided Congress, an increasing federal deficit and debt load, the continuing COVID-19 pandemic due to emerging variants, and a challenged economy.

The budgets of many of our state and local government clients are also subject to similar divisions, risks, and uncertainties as are inherent in the federal budget process.

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We derived approximately 55%, 55%, and 47% of our revenue in 2023, 2022, and 2021, respectively, from contracts with federal government clients, and approximately 21%, 21%, and 24% of our revenue from contracts with state and local governments and international governments in 2023, 2022, and 2021, respectively.

Expenditures by our federal government clients may be restricted or reduced by

Administration or Congressional actions, by action of the Office of Management and Budget, by action of individual agencies or departments, or by other actions.

Expenditures by our federal government clients may be restricted or reduced by Administration or Congressional actions, by action of the Office of Management and Budget, by action of individual agencies or departments, or by other actions.

In addition, many state and local governments are not permitted to operate with budget deficits, and nearly all state and local governments face considerable challenges in balancing their budgets.

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As part of our corporate strategy, we are attempting to leverage our advisory services to sell our full suite of services across the life cycle of a policy, program, project, or initiative and we are regularly searching for ways to provide new services to clients.

In addition, we plan to extend our services to new clients, lines of business, and selected geographic locations, including outside the U.S., and to seek out cross-border opportunities.

In addition, we extend our services to new clients, lines of business, and selected geographic locations, including outside the U.S., and to seek out cross-border opportunities.

As we focus more on our delivery of a full range of consulting services from advisory through implementation and attempt to develop new services, clients, practice areas, and lines of business, these efforts could be unsuccessful and adversely affect our results of operations.

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We may not be able to manage these demands successfully.

Growth may require increased recruiting efforts, business development, and selling, marketing and other actions that are expensive and increase risk.

Growth may require increased recruiting efforts, business development, selling, marketing and other actions that are expensive and increase risk.

We may need to invest more in our people and systems, controls, compliance efforts, policies, and procedures than we anticipate.

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Our expansion of services may result in decisions that could harm our profit and operating results.

In particular, implementation and improvement services often relate to the development, implementation, and improvement of critical infrastructure or operating systems that our clients may view as “mission critical”.

If we fail to satisfy the needs of our clients in providing these services, we could incur reputational damage and clients could claim significant costs and losses for which they could seek compensation from us.

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On the expiration of a contract, we typically seek a new contract or subcontractor role relating to that client to replace the revenue generated by the expired contract.

There can be no assurance that those

expiring contracts we are servicing will continue after their expiration, that the client will re-procure those requirements, that any such re-procurement will not be restricted in a way that would eliminate us from the competition (e.g., set asides for small businesses), or that we will be successful in any such re-procurements or in obtaining subcontractor roles.

There can be no assurance that those expiring contracts we are servicing will continue after their expiration, that the client will re-procure those requirements, that any such re-procurement will not be restricted in a way that would eliminate us from the competition (e.g., set asides for small businesses), or that we will be successful in any such re-procurements or in obtaining subcontractor roles.

Any factor that diminishes client relationships and/or professional reputation with federal, state and local, and international government clients, as well as commercial clients, could make it substantially more difficult for us to compete successfully for new engagements and qualified employees.

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There can be no assurance that we will continue to obtain revenue from such contracts at current levels, or in any amount, in the future.

To the extent that federal government agencies and departments choose to employ GSA

Schedule contracts and other IDIQ contracts encompassing activities for which we are not able to compete or provide services, we could lose business, which would negatively affect our revenue and profitability.

To the extent that federal government agencies and departments choose to employ GSA Schedule contracts and other IDIQ contracts encompassing activities for which we are not able to compete or provide services, we could lose business, which would negatively affect our revenue and profitability.

We may not receive revenue corresponding to the full amount of our backlog, or may receive it later than we expect, which could adversely affect our revenue and operating results.

The calculation of backlog is highly subjective and conditioned on numerous uncertainties and estimates, and there can be no assurance that we will in fact receive the amounts we have included in our backlog.

Our assessment of a contract’s potential value is based on factors such as the amount of revenue we have recently recognized on that contract under the assumption that future utilization will be similar, our experience in utilizing contract capacity on similar types of contracts, and our professional judgment.

The calculation of backlog is conditioned on numerous uncertainties and estimates, and there can be no assurance that we will in fact receive the amounts we have included in our backlog.

Our assessment of a contract’s potential value is based on factors such as the amount of revenue we have recently recognized on that contract under the assumption that future utilization will be similar, historical trends and our experience in utilizing contract capacity on similar types of contracts, and our professional judgment.

In the case of contracts that may be renewed at the option of the client, we generally calculate backlog by assuming that the client will exercise all of its renewal options;

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Our contracts may contain provisions that allow our clients to terminate or modify these contracts at their convenience on short notice.

If a client terminates one of our contracts for convenience, we should only bill the client for work completed prior to the termination, plus any commitments and settlement expenses that we may claim and the client agrees to pay, but not for any work not yet performed.

If a client terminates one of our contracts for convenience, we would only bill the client for work completed prior to the termination, plus any commitments and settlement expenses that we may claim and the client agrees to pay, but not for any work not yet performed.

In addition, many of our government contracts and task and delivery orders are incrementally funded as appropriated funds become available.

The reduction or elimination of such funding can result in contract options not being exercised and further work on existing contracts and orders being curtailed.

In any such event, we would have no right to seek lost fees or other damages.

In any such event, we likely would have no right to seek lost fees or other damages.

In addition, certain contracts with international government clients may have more severe and/or different contract clauses than what we are accustomed to with federal and state and local government clients, such as penalties for any delay in performance.

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Our relationships with other contractors are important to our business and, if disrupted, could cause us damage.

We derive a portion of our revenue from contracts under which we act as a subcontractor or from “teaming”

arrangements in which we and other contractors jointly bid on particular contracts, projects, or programs.

We derive a portion of our revenue from contracts under which we act as a subcontractor or from “teaming” arrangements in which we and other contractors jointly bid on particular contracts, projects, or programs.

As a subcontractor or team member, we often lack control over fulfillment of a contract.

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PROFITABILITY RISKS

If we are unable to accurately estimate and control our contract costs, then we may incur losses on our contracts, which could decrease our operating margins and reduce our profits.

In particular, the unpredictability of our earnings could increase on our fixed-price contracts if we cannot accurately estimate and control our contract costs.

It is important for us to accurately estimate and control our contract costs and maintain positive operating margins and profitability.

As described elsewhere in this Form 10-K, we generally enter into three principal types of contracts with our clients:

Our inability to accurately estimate or control our costs on our fixed price contracts may result in a decrease of our operating margins, and in some cases result in contract losses.

As described elsewhere in this Form 10-K, we have three principal types of contracts with our clients:

fixed-price, time-and-materials and cost-based.

We derived 45%, 41%, and 35% of our revenue from fixed-price contracts in 2022, 2021, and 2020, respectively.

Under fixed-price contracts, we receive a fixed price irrespective of the actual costs we incur and, consequently, we are exposed to a number of risks.

We realize a profit on fixed-price contracts only if we can control our costs and prevent cost overruns while also meeting contract requirements.

Fixed-price contracts require cost and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, costs, and availability of labor, equipment and materials, and other exigencies.

We could experience cost overruns if these estimates are inaccurate as a result of errors or ambiguities in the contract specifications or if they become inaccurate as a result of a change in circumstances following the submission of the estimate due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather delays, or the inability of our vendors or subcontractors to perform.

If cost overruns occur, we could experience reduced profits or, in some cases, a loss for that project.

If a project is significant, or if there are one or more common issues that impact multiple projects, cost overruns could increase the unpredictability of our earnings, as well as have an adverse impact on our business and earnings.

We derived 45%, 45%, and 41% of our total revenue from fixed-price contracts in 2023, 2022, and 2021, respectively.

Under fixed-price contracts, we receive a fixed price irrespective of the actual costs we incur and, consequently, we realize a profit on fixed-price contracts only if we can control our costs and prevent cost overruns while meeting our contractual obligations.

Revenue recognition on fixed-price contracts requires us to make cost and scheduling estimates based on a number of assumptions, including assumptions about availability of labor, equipment, materials, change in contractual scope, and future economic conditions, among others.

While estimates are inherently subjective and often change, we may experience contract cost overruns as a result of ambiguities in contract specifications, our inability to meet service-level agreements, inflationary pressures, high demand for skilled labor, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather delays, inability of our vendors or subcontractors to perform, or for other reasons.

Contract cost overruns that are not reimbursed by our customers, would result in a loss for that project and, if the project is significant or if multiple projects are impacted, such aggregate overruns may have a material adverse impact on our business and earnings.

Certain lines of business of our commercial work depend on certain sectors of the global economy that are highly cyclical, which can lead to substantial variations in our revenue and profit from period to period.

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Our efforts to become involved in engagements that are greater in terms of size, scope and performance demands may result in increased performance and credit risk.

As we expand our national and global footprint, we may become involved in a greater number of engagements that will be larger in size and scope and more international.

The increase in size and scope of the engagements in which we become involved in subjects us to the potential for a larger impact of performance risk associated with larger and more challenging engagements and the credit risk associated with certain larger customers, particularly among our commercial non-U.S.

As we expand our national and global footprint, we may become involved in a greater number of engagements that will be larger in size, scope and complexity.

The increase in size, scope, and complexity of the engagements in which we become involved in subjects us to the potential for a larger impact of performance risk associated with larger and more challenging engagements and the credit risk associated with certain larger customers, particularly among our commercial non-U.S.

government and non-federal U.S.

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This can ultimately lead to variations in our profit from period to period.

We monitor the aging of receivables regularly and make assessments of the ability of customers to pay amounts due.

We regularly monitor the aging of receivables and make assessments of the ability of customers to pay amounts due.

Our business could be adversely affected by delays caused by our competitors protesting contract awards received by us, which could stop our work.

Likewise, we may protest the contracts awarded

to some of our competitors, a process that takes the time and energy of our management and may incur additional legal and consultant costs.

Likewise, we may protest the contracts awarded to some of our competitors, a process that takes the time and energy of our management and may result in additional legal and consultant costs.

Due in part to the competitive bidding process under which government contracts are awarded, we are at risk of incurring expenses and delays if one or more of our competitors protest contracts awarded to us.

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Moreover, in order to protect our competitive position, we may protest the contract awards of our competitors.

This process takes the time and energy of our executives and employees, is likely to divert management’s attention from other important matters and could cause us to incur additional legal and consultant costs.

COMPLIANCE RISKS

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In addition, non-audit reviews may still be conducted on all of our government contracts, even for periods before 2015.

INTERNATIONAL OPERATIONS RISKS

Our business in the U.K.

could be negatively affected by uncertainties related to the U.K.’s exit from the E.U.

and other potential developments in the E.U.

and Belgian operations have traditionally serviced most of our European clients, including the European Commission, and there has been, and remains, a risk that these operations could be disrupted by the withdrawal of the U.K.

from the E.U., often referred to as “Brexit.”

The U.K.’s withdrawal from the E.U.

became effective on January 31, 2020 but was subject to a transition period that lasted until December 31, 2020, when a new U.K./E.U.

trade agreement became effective.

Consistent with the political declaration that accompanied the withdrawal treaty, the new trade deal preserved significant elements of “free trade”

between the U.K.

However, such an exit from the E.U.

was unprecedented.

It remains uncertain how the commercial, legal, regulatory and tax environment in which we, our customers and our counterparties operate will be affected by Brexit going forward.

Among the many necessary changes, the U.K.

will have its own customs territory and set its own tariffs.

The new trade deal was relatively undeveloped in terms of trade in services, which could affect our ability to provide services into the E.U.

from the U.K.

The challenges that continue to surround the terms of the U.K.’s exit from the E.U.

and its consequences could adversely impact customer and investor confidence and relationships, result in additional market volatility and adversely affect our businesses and results of operations.

These effects have derived, and could continue to derive, from delays or reductions in contract awards, canceled contracts, increased costs, fluctuations in exchange rates, difficulty in recruiting or in gaining permission to employ existing staff, difficulty in supplying services across the E.U.-U.K.

border, or less favorable payment terms.

There also remains the possibility of further political and constitutional changes within the U.K., specifically in relation to Scotland or Northern Ireland (which is accorded a special status with enhanced access to the E.U.

Single Market under the withdrawal treaty), with different but significant consequences.

Further changes to the functioning model of the E.U.

could result in a reduction in the financial resources of the European Commission which could lead to a decrease in the funding and scope of our work for that client.

In addition, security, sovereignty, and financial system stability issues resulting from Brexit or other geopolitical events, or the E.U.

actions driven by those events, could change the current balance of responsibility established between the European Commission and member states, or affect the results of the E.U.

budget-setting process, either of which could also reduce the funding and scope of our work for that client.

PRIVACY, CYBERSECURITY, TECHNOLOGY, AND DATA PROTECTION RISKS

Impermissible use, misuse or an improper disclosure of personal data or confidential information and breaches of, or disruptions to, our information technology systems or those of our third-party providers, could adversely affect our business and could result in liability and harm our reputation.

We and our vendors process increasingly large amounts of personal and sensitive personal data (collectively, “Personal Data”) concerning our existing and potential employees, clients, client customers, vendors, or other third parties (collectively, “Data Subjects”), as well as handle confidential information on our clients’

Therefore, we must ensure that we, as well as our vendors, can comply and demonstrate compliance with the various countries’

states’

privacy and data protection laws, rules, and regulations (collectively, “Privacy and Data Protection Law(s)”) in any location where we or our vendors process Data Subjects’

Personal Data.

Our operations face continuous and evolving cybersecurity risks.

The continued occurrence of high-profile data breaches of other companies provides evidence of an external environment hostile to information security.

In particular, cybersecurity attacks are increasing in number and sophistication for the Company.

We face a constant risk of cybersecurity threats, whether from deliberate attacks or unintentional events, including computer viruses, attacks by computer hackers, malicious code, cyber and phishing attacks, and other electronic security breaches such as unauthorized access to our and our clients’ systems.

Any of these could lead to disruptions in critical systems, unauthorized releases of confidential or otherwise protected information, and/or corruption of data.

The so-called “insider threat,” the introduction of unauthorized data and changes into systems by employees and contractors, is an increasingly present risk to be managed.

As a federal government contractor, we face a heightened risk of a security breach or disruption with respect to personally identifiable, controlled unclassified information, classified, or otherwise protected data resulting from an attack by computer hackers, foreign governments, and/or cyber terrorists.

Improper disclosure of this information could harm our reputation and affect our relationships with business partners, lead to legal exposure, or subject us to liability under laws, rules, and regulations that protect personal or other confidential data, resulting in increased costs or loss of revenue.

Although we devote significant resources to our cybersecurity programs and have implemented security measures to protect our systems and to prevent, detect, and respond to cybersecurity incidents, we have been the target of these types of attacks in the past.

We have not identified a material adverse impact on our business or our financial results, individually or in the aggregate, due to being the target of prior cyber attacks.

While we are committed to threat detection and mitigation efforts to reduce such impact, there can be no assurance that our efforts will prevent such attacks or their impact in the future.

As these security threats continue to evolve, we may be required to devote additional resources to protect, prevent, detect, and respond against cybersecurity attacks, system disruptions, and security breaches.

Moreover, we also rely in part on third-party software and information technology vendors to run our information systems.

Any failure of these third-party systems, which are outside of our control but still impact us, could have similar adverse effects.

We and our vendors process increasingly large amounts of sensitive personal data (collectively, “Personal Data”) concerning our existing and potential employees, clients, client customers, vendors, or other third parties (collectively, “Data Subjects”), as well as handle confidential information on our clients’ behalf.

Therefore, we must ensure that we, as well as our vendors, can comply and demonstrate compliance with the various countries’ and U.S.

states’ privacy and data protection laws, rules, and regulations (collectively, “Privacy and Data Protection Law(s)”) in any location where we or our vendors process Data Subjects’ Personal Data.

Privacy and Data Protection Laws often vary significantly, and the changes to existing laws and adoption of new, more rigorous laws occurs on an increasing basis.

For example, the GDPR requires us to meet stringent requirements regarding (i) our access, use, disclosure, transfer, protection, or other processing of Personal Data;

For example, the European Union’s (“E.U.”) General Data Protection Regulation (“GDPR”) requires us to meet stringent requirements regarding (i) our access, use, disclosure, transfer, protection, or other processing of Personal Data;

and (ii) the ability of Data Subjects to exercise their related various rights such as to access, correct, or delete their Personal Data.

The 2018 California Consumer Privacy Act (“CCPA”), which went into effect January 2020, now imposes similar requirements.

New privacy laws in California, Colorado, and Virginia will take effect in 2023, with others likely to follow.

The 2018 California Consumer Privacy Act (“CCPA”), which went into effect January 2020, now imposes similar requirements.

New privacy laws in California, Colorado, Virginia, and other states took effect in 2023, with others likely to follow.

Several privacy bills have also been introduced in Congress.

Key markets in the Asia-Pacific region have also recently adopted GDPR-like legislation, including China’s new Personal Information Protection Law.

Failure to meet Privacy and Data Protection Law requirements could result in significant civil penalties (including fines up to 4% of annual worldwide revenue under the GDPR) as well as criminal penalties.

Privacy and Data Protection Law requirements also confer a private right of action in some countries, including under the GDPR.

We may incur substantial costs associated with protecting Personal Data and maintaining compliance with the various Privacy and Data Protection Laws, including restrictions on international data transfers, in particular in light of the increasing scrutiny by supervisory authorities.

We may incur substantial costs associated with protecting Personal Data and maintaining compliance with the various Privacy and Data Protection Laws, including restrictions on international data transfers, particularly in light of the increasing scrutiny by supervisory authorities.

These costs could adversely affect our results of operations.

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Any interruption in our operations or any systems failures, including, but not limited to:

(i) the inability of our staff to perform their work in a timely fashion, whether caused by limited access to and/or closure of our and/or our clients’

offices or otherwise;

(i) the inability of our staff to perform their work in a timely fashion, whether caused by limited access to and/or closure of our and/or our clients’ offices or otherwise;

(ii) the failure of network, software, and/or hardware systems;

and (iii) other interruptions and failures, whether caused by us, a third-party service provider, unauthorized intruders and/or hackers, computer viruses, natural disasters, power shortages, terrorist attacks or otherwise, could cause loss of data and interruptions or delays in our business or that of our clients, or both.

In addition, the failure or disruption of mail, communications and/or utilities could cause an

interruption or suspension of our operations or otherwise harm our reputation or business.

and (iii) other interruptions and failures, whether caused by us, a third-party service provider, unauthorized intruders/ hackers, computer viruses, natural disasters, power shortages, terrorist attacks, or otherwise, could cause loss of data and interruptions or delays in our business or that of our clients, or both.

In addition, the failure or disruption of mail, communications and/or utilities could cause an interruption or suspension of our operations or otherwise harm our reputation or business.

Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, revenue, profits, and operating results could be adversely affected.

We provide digital marketing services in highly competitive and constantly evolving markets.

Our success in these markets depends on our ability to develop and integrate new technologies into our business and enhance our existing products and services, as well as our ability to respond to rapid changes in technology in order to remain competitive.

In our consumer and financial market, we provide digital marketing services in highly competitive markets.

We compete principally with large systems consulting and implementation firms, traditional and digital advertising and marketing agencies, offshore consulting and outsourcing companies, and clients’

internal information systems departments.

To a lesser extent, other competitors include boutique consulting firms that maintain specialized skills and/or are geographically focused.

We expect these competitors to devote significant effort to maintaining and growing their respective market shares.

If we cannot respond effectively to advances by our competitors in this market, or grow our own business efficiently, our overall business and operating results could be adversely affected.

Our success in this competitive market depends in part on our ability to adapt to rapid technological advances and evolving standards in computer and mobile device hardware and software development and media infrastructure, changing and increasingly sophisticated customer needs, newly developed digital marketing services and platform introductions and enhancements.

If, within this market, we are unable to develop new or sufficiently differentiated products and services, to enhance and improve our products and support services in a timely manner or to position and/or price our products and services to meet demand, our overall business and operating results could be adversely affected.

We depend on our intellectual property and our failure to protect it could harm our competitive position.

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The businesses we acquire may have liabilities or adverse operating issues, or both, that we either fail to discover through due diligence or underestimate prior to the consummation of the acquisition.

These liabilities and/or issues may include the acquired business’

failure to comply with, or other violations of, applicable laws, rules, or regulations or contractual or other obligations or liabilities.

These liabilities and/or issues may include the acquired business’ failure to comply with, or other violations of, applicable laws, rules, or regulations or contractual or other obligations or liabilities.

As the successor owner, we may be financially responsible for, and may suffer harm to our reputation or otherwise be adversely affected by, such liabilities and/or issues.

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Our charter documents contain the following provisions that could have an anti-takeover effect:

Our board of directors is divided into three classes, making it more difficult for stockholders to change the composition of the board;

• Our board of directors (the “Board”) is divided into three classes, making it more difficult for stockholders to change the composition of the Board;

• Directors may be removed only for cause;

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• All stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting or by a written consent signed by all of our stockholders;

Our stockholders are required to comply with advance notice procedures to nominate candidates for election to our board of directors or to place stockholders’

proposals on the agenda for consideration at stockholder meetings;

• Our stockholders are required to comply with advance notice procedures to nominate candidates for election to our Board or to place stockholders’ proposals on the agenda for consideration at stockholder meetings;

• The approval of the holders of capital stock representing at least two-thirds of our voting power is required to amend our indemnification obligations, director classifications, stockholder proposal requirements, and director candidate nomination requirements set forth in our amended and restated certificate of incorporation and amended and restated bylaws.

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There are risks associated with our outstanding and future indebtedness which could reduce our profitability, limit our ability to pursue certain business opportunities, and reduce the value of our stock.

As of December 31, 2022, we had an aggregate of $556.3 million of outstanding indebtedness (net of unamortized debt issuance costs) under a credit facility that will mature on May 6, 2027.

Subject to the limits contained in the agreements governing our outstanding debt, we may incur additional debt in the future to fund our ongoing operations as well as acquisitions.

At our discretion, we borrow funds from our various credit facilities (the “Credit Facility”) under a credit agreement with a group of lenders.

As of December 31, 2023, we had an aggregate of $430.4 million of outstanding indebtedness (net of unamortized debt issuance costs) that will mature on May 6, 2027.

Subject to the limits contained in the agreements governing our Credit Facility, we may incur additional debt in the future to fund our ongoing operations as well as acquisitions.

Our ability to pay interest and repay the principal for our indebtedness from time to time, as well as meet our financial and operating covenant requirements, is dependent upon our ability to, among other things, manage our business operations, and generate sufficient cash flows to service such debt.

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We cannot assure you that we will pay special or regular dividends on our stock in the future.

The board of directors has authorized, declared and paid regular dividends each quarter since 2018.

The declaration of any future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are subject to the discretion of the board of directors taking into account future earnings, cash flows, net income, dividend yield and other factors.

The Board has authorized, declared and paid regular dividends each quarter since 2018.

The declaration of any future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are subject to the discretion of the Board taking into account future earnings, cash flows, net income, dividend yield and other factors.

Authorization of dividends by the Board is subject to adherence/compliance with our Credit Facility.

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GENERAL RISK FACTORS

Health epidemics, pandemics and similar outbreaks may have material adverse effects on our business, financial position, results of operations, and/or cash flows.

We face various risks and uncertainties related to health epidemics, pandemics and similar outbreaks, including the global pandemic resulting from the outbreak of COVID-19 and its variants.

These risks relate to, among other things, the demand for our services, the availability of our staffing and business partners, a possible slowdown of client decision-making as to our services, a significant deterioration of global supply chains and other business conditions, and a possible reprioritization of spending by our clients.

We serve both government and commercial clients around the globe, with our services concentrated in the U.S.

and Europe, both of which have experienced severe levels of COVID-19 illness.

The effects of the pandemic on client needs, priorities, spending patterns and decision-making can have a material effect on our activity levels and revenues.

The pandemic may also affect significant portions of our workforce, and that of our subcontractors and other suppliers and business partners, who may be unable to work effectively due to illness, lockdowns and quarantines, facility closures, travel restrictions, or other government actions and reasons in connection with the COVID-19 pandemic.

As a result, our operations and operating results could be adversely affected by factors such as an inability to perform fully or efficiently on our contracts, and some of our costs may not be fully recoverable or be adequately covered by insurance.

It is possible that the spread of new variants of COVID-19 or other infectious diseases may also cause delays in the willingness or ability of clients to perform, including making timely payments to us, and other unpredictable events.

In addition, volatility in the global capital markets that may result from the pandemic and related business conditions could restrict our access to capital and/or increase our cost of capital.

We continue to work with our stakeholders (including customers, employees, subcontractors and other suppliers and business partners) to assess, address and mitigate the impact of this global pandemic.

While efforts have been made to curtail the pandemic, at this time given potential new variants, we cannot predict the continuing impact of the COVID-19 pandemic, but it could have a material adverse effect on our business, financial position, results of operations, and/or cash flows.

Failure to identify, hire, train, and retain talented employees who are committed to our mission and vision could have a negative effect on our reputation and our business.

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laws, rules, and regulations restricting (i) the use and dissemination of information classified for national security purposes, (ii) the exportation of specified products, technologies, and technical data, and (iii) the use and dissemination of sensitive but unclassified data.

Any failure to comply with applicable federal, and/or state and local government laws, rules and regulations could subject us to civil and criminal penalties and administrative sanctions, including termination of contracts, repayment of amounts already received under contracts, forfeiture of profits, suspension of payments, fines, and suspension or debarment from doing business with federal and/or state

and local government agencies and departments, any of which could adversely affect our reputation, our revenue, our operating results, and/or the value of our stock.

In addition, the federal government and other governments with which we do business may change their procurement practices or adopt new contracting laws, rules, or regulations that could be costly to satisfy or that could impair our ability to obtain new contracts and reduce our revenue and profit, such as curtailing the use of services firms or increasing the use of firms with a “preferred status,”

such as small businesses.

Any failure to comply with applicable federal, and/or state and local government laws, rules, and regulations could subject us to civil and criminal penalties and administrative sanctions, including termination of contracts, repayment of amounts already received under contracts, forfeiture of profits, suspension of payments, fines, and suspension or debarment from doing business with federal and/or state and local government agencies and departments, any of which could adversely affect our reputation, our revenue, our operating results, and/or the value of our stock.

In addition to our U.S.

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Failure to abide by laws, rules, and regulations applicable to us because of our work outside the U.S., such as the U.K.

Bribery Act and the European Union’s (“E.U.”) General Data Protection Regulation (“GDPR”), could have similar effects to those described above.

Bribery Act 2010 and the GDPR, could have similar effects to those described above.

Our international operations pose additional risks to our profitability and operating results.

We have offices in the U.K., Belgium, India, China, and Canada, among others, and expect to continue to have international operations and offices, some of which are in economically developing countries that do not have a well-established business infrastructure.

We have offices in the U.K., Belgium, India, and Canada, among others, and expect to continue to have international operations and offices, some of which are in economically developing countries that do not have a well-established business infrastructure.

We also perform work in some countries where we do not have a physical office.

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dollars and in the conversion between foreign currencies.

We may, from time to time, have forward contract agreements (“hedges”) related to our operations in the U.K., to hedge the remeasurement between the Euro and the pound sterling.

We may, from time to time, have forward contract agreements (“hedges”) related to our operations in the U.K.

to hedge the remeasurement between the Euro and the pound sterling.

We recognize the changes in the fair value of the economic hedges in our results of operations.

We cannot be sure that our hedges will be successful in reducing the risks to us of our exposure to foreign currency fluctuations and, in fact, the hedges may adversely affect our operating results.

Presently, there is active armed conflict across the territory of Ukraine as a result of Russian invasion.

Presently, there is active armed conflict across the territory of Ukraine as a result of a Russian invasion.

The war has impacted member states of the E.U.

in a variety of ways, including through their provision of weapons, humanitarian supplies, and substantial financial support to Ukraine, and their absorption of millions of Ukrainian and other refugees.

in a variety of ways, including through their provision of weapons, humanitarian supplies, and substantial financial support to Ukraine, and their absorption of millions of Ukrainian refugees.

While no E.U.

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It is not currently foreseen that an immediate diplomatic resolution to the conflict is likely.

In such an environment, it is

possible that E.U.

In such an environment, it is possible that E.U.

spending priorities may shift suddenly, that our current programs could be disrupted, and that our future opportunities could be diminished.

Our operations face continuous and evolving cybersecurity risks.

The continued occurrence of high-profile data breaches of other companies provides evidence of an external environment hostile to information security.

In particular, cybersecurity attacks are increasing in number and sophistication for the Company.

Any of these could lead to disruptions in critical systems, unauthorized releases of confidential or otherwise protected information, and/or corruption of data.

The so-called “insider threat,”

the introduction of unauthorized data and changes into systems by employees and contractors, is an increasingly present risk to be managed.

We have not identified a material adverse impact on our business or our financial results, individually or in the aggregate, due to being the target of prior cyber-attacks.

While we are committed to threat detection and mitigation efforts to reduce such impact, there can be no assurance that our efforts will prevent such attacks or their impact in the future.

Moreover, we also rely in part on third-party software and information technology vendors to run our information systems.

Any failure of these third-party systems, which are outside of our control but still impact us, could have similar adverse effects.

Health epidemics, pandemics, and similar outbreaks may have material adverse effects on our business, financial position, results of operations, and/or cash flows.

We face various risks and uncertainties related to health epidemics, pandemics, and similar outbreaks.

UNRESOLV ED STAFF COMMENTS

CYBE RSECURITY

As discussed in the “Item 1A.

Risk Factors – Privacy, Cybersecurity, Technology, and Data Protection Risks”, we face certain ongoing risks from cybersecurity threats and recognize the critical importance of effective cybersecurity risk management in today's interconnected digital landscape.

As part of our commitment to safeguarding our operations, sensitive data, and stakeholder trust, we have implemented robust cybersecurity practices and governance.

Cybersecurity Risk Management Program

We regularly assess and identify potential cybersecurity risks that could impact our business, financial condition, or reputation.

Our risk assessment process includes:

• Enterprise Risk Management:

We maintain an enterprise risk management process that embeds cybersecurity within the risk assessment strategy.

• Threat Landscape Analysis:

We monitor emerging threats, vulnerabilities, and attack vectors relevant to our industry and business operations.

• Risk Scenarios:

We evaluate potential scenarios, with considerations to both internal and external threats, to understand their potential impact.

• Risk Quantification:

We assess the likelihood and potential financial, operational, and reputational impact of identified risks.

Our risk mitigation strategy focuses on measures to prevent, detect, and respond to cybersecurity incidents.

The primary components of our risk mitigation strategy include:

• Security Controls:

We maintain a comprehensive set of controls aligned with industry standards such as the National Institute of Standards and Technology (“NIST”) and the International Organization of Standards (“ISO”) 27001 to protect our systems, networks, and data.

• Incident Response Plan:

We have a well-defined incident response plan that outline roles, responsibilities, and procedures for handling cybersecurity incidents.

• Employee Training and Awareness:

We have training programs to ensure that our employees understand their role in maintaining a secure environment and recognize potential threats.

• Third-party Risk Assessment and Management:

We assess and manage cybersecurity risks associated with our vendors, partners, and service providers.

Our approach to information security follows a defense-in-depth methodology in which security is embedded throughout the system architecture.

Technical controls rely on proven technologies, such as network-based intrusion detection systems, next generation firewalls with advanced threat detection, secure server networks, demilitarized zones, and endpoint detection and response capabilities.

Security techniques, such as encryption at rest and encryption in transit, are used to incorporate relevant practices.

We undergo annual third-party security assessments such as security control compliance reviews, incident response exercises, penetration testing, and red team drills to maintain the effectiveness of the security program.

Our critical corporate information systems are maintained in a commercial grade data center with climate controls, fire suppression, redundant power, and several telecommunication options.

The data center is designed to host mission-critical computer systems with fully redundant subsystems and compartmentalized security zones.

Our primary data center also undergoes independent assessment on an annual basis.

Our computing infrastructures are protected by multiple independent layers of security measures managed by the corporate information security department.

Our approach to accessing protected networks is based on the principle of least privilege.

Notwithstanding the vigorous approach we take to cybersecurity, we may not always be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

To date, we have not identified cybersecurity risks, threats, or incidents that have materially affected us, including our operations, business strategy, results of operations, or financial conditions.

Cybersecurity Governance and Oversight

Our Board, directly or through its committees, is responsible for the oversight of the Company's overall enterprise risk management program that includes cybersecurity risks.

Our Audit Committee regularly reviews and evaluates cybersecurity risks and the procedures and policies implemented by management to identify, manage, and mitigate such risks.

Management is responsible for day-to-day assessment and management of cybersecurity risks.

Our Chief Information Officer (the “CIO”) has primary oversight of material risks from cybersecurity threats.

He has over 40 years of professional experience across various engineering, business and management roles.

Directly reporting to our CIO is our Deputy Chief Information Officer (“the Deputy CIO”), with over 30 years of experience leading implementation of various IT infrastructure and systems, and our Chief Information Security Officer (the “CISO”), with over 20 years of specific cyber security experience and is responsible for maintaining compliance with applicable security requirements.

The CIO and the CISO have a combined tenure of over 33 years with the Company in various progressive management roles in information systems and technology and information security.

The CIO and the CISO conducts regular meetings with the Audit Committee and the Board to communicate updates on cybersecurity risks, incidents, and mitigation efforts.

The CISO and our security staff provides ongoing support to internal operations and oversight to our systems that offer services to our clients within our enterprise network.

Our security staff is also augmented through an industry-recognized security operations center where systems are continuously monitored.

We lease our offices and do not own any real estate.

As of December 31, 2023, we leased approximately 208,274 square feet of office space at our corporate headquarters at 1902 Reston Metro Plaza, Reston, Virginia (in the Washington, D.C.

metropolitan area) through May 2039 (the “Reston Office”).

The Reston Office houses a portion of our operations and almost all of our corporate functions, including most of our staff within executive management, treasury, accounting, legal, human resources, business and corporate development, facilities management, information services, and contracts.

As of December 31, 2022, we had leases in place for approximately 1.4 million square feet of office space in more than 82 office locations throughout the U.S.

and around the world, with various lease terms expiring over the next sixteen years.

As of December 31, 2022, approximately 18,325 square feet of the space we leased was subleased to other parties.

As of December 31, 2023, we had leases in place for approximately 970,843 square feet of office space in more than 70 office locations throughout the U.S.

and around the world, with various lease terms expiring over the next fifteen years.

We continually review our need for office space, and we believe that our current office space, as well as other future office space we expect to be able to obtain in the lease marketplace, will be sufficient to meet our office space needs.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business