What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-02-28 · 170 added, 179 removed, 614 unchanged (36% of the section changed)

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We conduct survey research and collect and analyze wide varieties and large volumes of data to understand critical issues and options for our clients and provide actionable business intelligence.

We provide information and data management solutions that allow for integrated, purpose-driven data usage.

We provide information and data management solutions that allow for integrated, purpose-driven data usage, including the client-specific utilization of Artificial Intelligence (“AI”).

• 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’ operations.

We provide cybersecurity solutions that support the full range of cybersecurity missions and protect evolving information technology (“IT”) infrastructures in the face of relentless threats and modernize IT systems core to our clients’ operations.

We assist our clients in the application of AI to support their missions/businesses and to streamline their operations.

• Engagement Services.

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We generated revenue of $2,019.8 million, $1,963.2 million, and $1,780.0 million during the years ended December 31, 2024, 2023, and 2022, respectively.

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.

Our total backlog was $3,786.3 million, $3,777.8 million, and $3,856.2 million at December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024, we had approximately 9,300 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 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.

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, Spain, India, and Canada.

OUR COMPANY INFORMATION

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In addition to these market-based factors, developments across all of our markets are increasing the demand for advisory services that drive our business.

These trends include increased government focus on environmental initiatives;

These trends include changing government focus and priorities on environmental initiatives;

efficiency and mission performance management;

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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.

Rapid changes in technology, including the omnipresent influence of mobile, social, AI, 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.

Our future results will depend on the success of our strategy to capitalize on our competitive strengths, including our success in maintaining our long-standing client relationships, to seek larger engagements across the program life cycle and to complete and successfully integrate strategic acquisitions.

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developing business with both our government and commercial clients;

and replicating our business model geographically in selected regions of the world.

and replicating our business model geographically in selected regions of the world, and being agile and flexible in an ever-changing business environment.

In doing so, we will continue to evaluate strategic acquisition opportunities that enhance our subject matter knowledge, broaden our service offerings, and/or provide scale in specific markets and/or geographies.

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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:

• Changing power markets, increasingly diverse sources of supply including distributed energy resources and an increased demand for more carbon-free sources of energy and/or energy storage;

• 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 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;

• The disruption of global energy markets and supplies, involving natural gas in particular, that have emerged as a result of the invasion of Ukraine by Russia.

We assist energy enterprises worldwide in their efforts to analyze, develop, and implement strategies related to their business operations and the interrelationships of those operations with the environment and applicable government regulations.

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, 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.

Utility companies must balance the changing demand for energy with a price-sensitive, environmentally-conscious consumer base.

We help utilities meet these needs, guiding them through the entire life cycle of energy efficiency and related demand-side management and electrification programs, including policy and planning, determining technical requirements, and program implementation and improvement.

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.

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 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 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 view the energy industry as a particularly attractive sector for us over the next decade due to concerns over reliability, and increasing energy demands from data centers, cryptocurrency, and expanding electrification of buildings and vehicles.

In addition, energy providers are having to adjust to changing state and federal regulations, demand more diverse (and in some cases, cleaner) sources of energy, and the concomitant need for infrastructure to transport/transmit, store, and/or convert those new energy sources.

We see a continued demand for our energy advisory and consulting services to utilities, developers, and other commercial clients.

In addition, we see opportunities for continued expansion of market share in our utility program design and delivery business.

For example, we believe we can continue to expand our program- and technology-based services in areas such as assisting with the implementation of energy efficiency programs, electrification and decarbonization initiatives, information technology applications, resiliency, and environmental management services for utilities.

To this end, on December 31, 2024, we acquired Applied Energy Group (“AEG”), a leading energy technology and advisory services company with over 100 utility management and demand side energy experts.

AEG provides a suite of integrated technology and advisory solutions to electric and gas utilities, state and local governments, and state energy offices nationwide.

We believe that this acquisition will further enhance our market presence and client footprint.

We support federal, state, and local governments in planning, designing, and executing large-scale disaster recovery and mitigation programs across the United States.

As extreme weather events become increasingly frequent and severe, we foresee an escalating demand for our services.

Various communities in states such as Texas, Florida, North Carolina, Louisiana, California, Oregon, Hawaii, along with the U.S.

Virgin Islands and Puerto Rico, are actively engaged in different stages of disaster recovery—efforts that span several years.

With over 25 years of experience in disaster management, we have worked on the ground after the most impactful disaster events in US history, including Hurricane Katrina, Hurricane Rita, Superstorm Sandy, and Hurricanes Harvey, Irma, Maria, Helene, and Milton.

Our extensive expertise enables us to address a broad spectrum of hazards, ranging from hurricanes and flooding to tornadoes and wildfires.

This position us to continue to deliver recovery and housing assistance, as well as environmental and infrastructure solutions, including disaster mitigation, on behalf of federal agencies, state and local governments, and regional authorities.

Our mission is to assist these communities in overcoming disaster challenges, building long-term resilience, and securing the necessary recovery and mitigation funding to ensure their future stability and growth.

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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• Increased focus on the proper stewardship of natural resources;

• Changing precipitation patterns and drought that is affecting water infrastructure and availability;

• Aging water, energy, and transportation infrastructure, particularly in the U.S.;

• Changing precipitation patterns, including both more frequent flooding and drought, which is affecting water infrastructure and availability;

• Aging water, energy, and transportation infrastructure in the U.S.;

• 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 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;

• Past under-investment in transportation infrastructure that was the center of the Infrastructure Investment and Jobs Act;

• The changing demands for businesses to respond to climate change and other priorities of our clients, 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 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.

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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 the SARS-CoV-2 virus and the Coronavirus Disease 2019 (“COVID-19”);

• Expanded healthcare services to underserved portions of the population;

• Expanded healthcare services;

• Rising healthcare expenditures, which require the evaluation of the effectiveness and efficiency of current and new programs;

• Rampant substance abuse and widespread social and health impacts of the opioid abuse epidemic;

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

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 to digitally transform and modernize the technology infrastructure underpinning government operations, including via the use of machine learning and AI technologies;

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

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• A changing regulatory environment.

• Military personnel returning home from active duty with health and social service needs.

We believe we are well positioned to provide our services to help our clients develop and manage effective programs in the areas of health, education, and social programs at the international, regional, national, and local levels.

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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.

We also provide training and technical assistance for early care and educational programs, and health and demographic surveys for the U.S.

Department of State (the “DoS”).

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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.

Departments of Defense (the “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.

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• Safety issues around crime and at-risk behavior;

• Increased dependence on private sector personnel and organizations in emergency response;

• 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;

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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.

We also provide the defense sector with 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, and establishing goals and capabilities for national preparedness at all levels of government in the U.S.

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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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Government and commercial decision-makers have become increasingly aware that, to be effective, technology-based solutions need to be seamlessly integrated with people and processes.

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, 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.

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

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.

We also have growing experience in establishing and deploying innovative AI solutions to support our clients’ missions.

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.

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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.

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 we have also developed a suite of proprietary planning and analysis tools to help the private sector more quickly and economically develop new electricity generation and transmission assets.

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 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).

Our management team, consisting of 293 senior leaders with the title of vice president or higher, possesses extensive industry experience and had an average tenure of approximately 17 years with us as of December 31, 2024 (including prior service with companies we have acquired).

This low turnover allows us to retain institutional knowledge.

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We have a broad global presence

We serve our clients with a global network of 55 regional offices throughout the U.S., and 15 offices in key markets outside the U.S., including offices in the U.K., Belgium, India, and Canada.

We serve our clients with a global network of 55 regional offices throughout the U.S., and 15 offices in key markets outside the U.S., including offices in the U.K., Belgium, Spain, India, and Canada.

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.

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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 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, increasing energy demands related to electrification projects and the expansion of data centers due to AI, changing 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.

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 footprint and our international market presence, will result in a greater number of engagements that will also be larger in size and scope.

AEG provides a suite of integrated technology and advisory solutions to electric and gas utilities, state and local governments, and state energy offices nationwide.

We believe that this acquisition will further enhance our market presence and client footprint.

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.

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Strengthen our technology-based offerings

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.

In December 2021, we followed with the acquisition of Creative Systems, further extending our cloud platform and open-source technology implementation skills.

In 2022, we acquired SemanticBits, a leading provider of cloud-native open-source technology systems with a strong client position in CMS.

We are positioned to increase these services by expanding the technological underpinnings of our business, while bringing cloud, business process automation, data management, and analytics offerings to our clients to better link them with citizens, consumers, and other stakeholders.

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

In December 2021, we followed with the acquisition of Creative Systems and Consulting (“Creative Systems”), further extending our cloud platform and open-source technology implementation skills.

In 2022, we acquired SemanticBits, LLC (“SemanticBits”), a leading provider of cloud-native open-source technology systems with a strong client position in CMS.

We are positioned to increase these services by expanding the technological underpinnings of our business, while bringing cloud, AI, business process automation, data management, and analytics offerings to our clients to better link them with citizens, consumers, and other stakeholders.

Leverage advisory work into full life-cycle solutions

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federal, state, and local government levels have created challenging market conditions for all competitors in the government services sector;

however, we believe that the Biden administration provides renewed opportunities for growth in many of the government mission areas, such as efforts to address infrastructure issues with the passing of the Infrastructure Investment and Jobs Act in 2021, where we have expertise and long-standing relationships.

however, we believe that changes driven by the Trump administration will provide opportunities to accelerate digital transformation of the U.S.

federal government activities and to provide advisory and analytic support to changing policy priorities.

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 resilience-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 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 will specifically target deeper penetration of those agencies that currently procure services only from one or two of our service areas, and our skills and market presence in technology modernization provides us with 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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We can also offer clients our extensive performance measurement, program evaluation, and performance management services.

Finally, having 55 offices across the U.S.

allows us to focus more of our business development efforts on addressing the needs of U.S.

Finally, our network of offices across the U.S.

allows us to focus our business development efforts on addressing the needs of U.S.

federal and state and local government agencies with operations outside of the Washington, D.C.

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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, obtain capabilities that complement our existing portfolio of services, and/or 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 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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Government clients (including U.S.

federal, state and local, as well as international, governments) accounted for approximately 76%, 76%, and 71% of our 2023, 2022, and 2021 revenue, respectively.

federal, state and local, as well as international) accounted for approximately 75%, 76%, and 76% of our 2024, 2023, and 2022 revenue, respectively.

Commercial clients (including U.S.

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If we are a subcontractor, we classify the revenue based on the nature of the ultimate client receiving the services.

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

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

Year ended December 31,

In fiscal years 2024, 2023, and 2022, our largest three U.S.

government clients by revenue and their percentages to our total revenue are as follows:

Department of Health and Human Services

Department of State

Environmental Protection Agency

Department of Health and Human Services

Department of State

Department of Defense

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.

Department of Health and Human Services

Department of State

Department of Defense

There was no single commercial client with revenue greater than 2% of our total revenue for the 2024, 2023, and 2022 fiscal years, respectively.

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

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CONTRACT BACKLOG

We define total backlog as the future revenue we expect to receive from our contracts and other engagements.

We generally include in our total backlog the estimated revenue represented by contract options that have been priced, but not exercised.

We define backlog as the future revenue we expect to receive from our contracts and other engagements.

We generally include in our backlog the estimated revenue represented by contract options that have been priced, but not exercised.

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.

General Services Administration (the “GSA”) 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, and we have a history of working with these clients on predecessor IDIQ contracts or other contract vehicles.

We include expected revenue in funded backlog when we have been authorized by the client to proceed under a contract up to the dollar amount specified by our client, and this amount will be owed to us under the contract after we provide the services pursuant to the authorization.

If we do not provide services authorized by a client prior to the expiration of the authorization, we remove amounts corresponding to the expired authorization from funded backlog.

We do include expected revenue under an engagement in funded backlog when we do not have a signed contract, but only in situations when we have received client authorization to begin or continue work and we expect to sign a contract for the engagement.

We include expected revenue under an engagement in funded backlog when we do not have a signed contract, but only in situations when we have received client authorization to begin or continue work and we expect to sign a contract for the engagement.

In this case, the amount of funded backlog is limited to the amount authorized.

Our funded backlog does not represent the full revenue potential of our contracts because many government clients, and sometimes other clients, authorize work under a particular contract on a yearly or more frequent basis, even though the contract may extend over several years.

Our funded backlog does not represent the full revenue potential of our contracts because many government clients, and sometimes other clients, authorize and fund work under a particular contract on a yearly or more frequent basis, even though the contract may extend over several years.

Most of the services we provide to commercial clients are provided under fully funded contracts and task orders under MSAs.

As a consequence, our backlog attributable to these clients is typically reflected in funded backlog and not in unfunded backlog.

We define unfunded backlog as the difference between total backlog and funded backlog.

Our estimate of unfunded backlog for a particular contract is based, to a large extent, on the amount of revenue we have recently recognized on the particular contract under the assumption that future utilization will be similar, our past experience in utilizing contract capacity on similar types of contracts, and our professional judgment.

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There were no awards included in our 2024, 2023, or 2022 backlog amounts that were under protest.

As with other federal contractors, we have experienced business impacts from changing priorities of the Administration that could have an adverse impact on our results and, as these new priorities are implemented, it may be difficult for us to accurately predict the effect they will have on our results.

Subsequent to December 31, 2024, and through February 25, 2025, pursuant to the recent executive orders issued by the Administration or actions by DOGE, we received notices for termination-for-convenience of approximately $276 million and for stop-work orders of approximately $99 million.

Had the termination-for-convenience occurred prior to December 31, 2024, our total backlog would be reduced by the $276 million.

The majority of the termination-for-convenience and stop-work orders notices are associated with our contracts with USAID.

Presently, it is unknown if the stop-work orders notices will be lifted and the Company will resume work on these programs, or if the stop-work orders will result in a termination-for-convenience.

BUSINESS DEVELOPMENT

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Some of our competitors are significantly larger than we are and have greater access to resources and stronger brand recognition than we do.

We consider our principal competitive advantages to be long-standing client relationships, the good reputation and past performance of the firm, client references, the technical knowledge and industry expertise of our employees, the quality of our services and solutions, the scope and scale of our service offerings, and pricing.

INTELLECTUAL PROPERTY

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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 rely on the technology and models, proprietary processes, and other intellectual property we own or have the right 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.

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HUMAN CAPITAL

Human Capital Management

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;

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

We 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.

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.

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

As of December 31, 2024, we employed over 9,300 people, 86% of whom were employed full-time.

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

We are proud that a large number of our employees believe their values align with our values.

Culture and Values

At ICF, we cultivate a culture rooted in expertise, innovation, and purpose, with a deep commitment to caring for the world around us and for each other.

We are a vibrant and growing community of experts with diverse backgrounds and life experiences, united by our drive to make a positive impact.

Our shared values emphasize integrity and collaboration as we embrace our personal passions and differences to challenge assumptions and deliver outcomes that we and our clients can be proud of.

Grounded in data-driven insights, we foster a high-performance environment that values creativity, critical thinking, mutual respect and support, and a multidisciplinary approach.

Since our founding in 1969, we have been a mission-driven company delivering exceptional solutions that empower communities, drive progress, and inspire lasting, positive change.

We believe our culture and values help us attract a wide pool of talent and perspectives so we can select the most capable people to support a workplace culture that best supports the clients we serve and the constituencies we support.

Talent Acquisition, Development, and Retention

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.

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

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

These recruitment marketing efforts drove two-thirds of the nearly half a million job applications submitted to us in 2024 and resulted in one-third of all hires.

Engagement with our talent community to create continuous connections with those who are interested in working for us is the second top source of job applications after major job boards.

Our programmatic approach to hiring has resulted in a rapid time-to-find for new hires.

In the past year, we have been recognized on the Forbes list of America’s Best Management Consulting Firms and as an employer of choice in a range of categories by both Forbes and Newsweek.

We have also been named as one of the best places to work by PRWeek and one of the best places to work in Washington, D.C., by Built In, a community for startups and tech companies.

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.

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.

In 2024, 98% of participants rated this as a valuable experience.

Another pillar of retention is helping our employees to grow by achieving personal and career success.

We have tailored offerings for every stage of career, and every type of learner, ranging from experiential learning to informal learning like our mentoring program, and formal courses.

In 2024, we delivered digital and instructor-led programs to build skills in various areas, including leadership, people management, project management, consulting, business development, finance, technology, and innovation skills.

To increase enterprise-wide access to industry-leading content, we also partnered with best-in-class providers like LinkedIn Learning, Udemy, Workday, and Microsoft for digital learning in self-paced programs.

For managers and leaders, we offer programs that support their development and ensure they have the tools and resources they need to be effective, whether they are at an emerging, experienced, or senior level.

Our key focus area is taking an enterprise-wide approach to continue building our pipeline of tomorrow’s leaders.

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.

In addition, our anytime feedback process and recognition program empower employees to receive and give feedback or kudos from and to peers, managers, and leaders at any point during the year.

In 2024, all eligible employees also received a performance appraisal with feedback from their manager on their 2023 performance.

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

In 2024, our overall company turnover was 12.6% and 10.0% when excluding our on-call team members.

Employee Well Being

Our well-being and total rewards team benchmarks externally and assesses the evolving needs of our workforce, incorporating insights gathered through an employee survey.

This approach ensures we continuously improve our offerings to reflect what employees value most.

In 2024, we enhanced medical and pharmacy plan support, increased access to gym memberships, and focused on making it easier for employees to manage and understand their benefits.

Our commitment to supporting employees holistically, regardless of where they live and work, reinforces our focus on fostering a resilient, engaged workforce that drives long-term success.

Our approach was recognized by FlexJobs.

We provide our services to U.S.

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RI SK FACTORS

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.

The following discussion sets forth the material risk factors facing the Company that make an investment in us speculative or risky.

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.

Because of the following factors 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.

GOVERNMENT BUDGETING AND SPENDING PRIORITIES RISKS

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Congress and the Administration have from time to time failed to agree on a continuing resolution, resulting in temporary shutdowns of non-essential federal government functions and our work on such functions.

Thus, the failure by Congress and the Administration to enact appropriations bills in a timely manner can result in the loss of revenue and profit when federal government agencies and departments are required to cancel or change existing or new initiatives or the deferral of revenue and profit to later periods due to shutdowns or delays in implementing existing or new initiatives.

Failures by Congress and the Administration to enact appropriations bills in a timely manner can force federal government agencies and departments to shut down or to cancel, change, or delay the implementation of existing or new initiatives.

Such events may result in the loss of revenue and profit, or the deferral of revenue and profit to later periods.

There is also the possibility that Congress will fail to raise the U.S.

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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, and a challenged economy.

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We derived approximately 54%, 55%, and 55% of our revenue in 2024, 2023, and 2022, respectively, from contracts with federal government clients, and approximately 21%, 21%, and 21% of our revenue from contracts with state and local governments and international governments in 2024, 2023, and 2022, 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.

This may include impact to our revenue, profit, and cash flows as a result of changes by or changes in the priorities of the Administration.

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.

Accordingly, we expect that, due to changing government budgeting and spending priorities, including necessary balancing of defense spending with civilian agency spending, and related disputes among Congress and the Administration, some of our government clients in the future may delay payments due to us, eventually fail to pay what they owe us, and/or delay certain programs and projects.

Accordingly, we expect that, due to changing government budgeting and spending priorities, including necessary balancing of defense spending with civilian agency spending, and related disputes among Congress and the Administration, some of our government clients in the future may elect to terminate or issue stop-work orders with respect to contracts or programs for which we perform services, delay payments due to us, eventually fail to pay what they owe us, and/or delay certain programs and projects.

For some government clients, we may face a difficult choice:

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Risks Related to THE Changing Business ENVIRONMENT IN WHICH WE OPERATE

As we develop new services, clients and practices, enter new lines of business, and focus more of our business on providing a full range of client solutions, our operating risks increase.

As we develop new services, clients and practices, enter new lines of business, and focus more of our business on providing a full range of client solutions, the additional demands that such growth places on our management and staff, information and operational systems, and cash flow may adversely affect the quality of our work, our operating margins, and our operating results.

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 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 seek out new 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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Maintaining our client relationships and professional reputation is critical to our ability to successfully win new contracts and renew expired contracts .

and failure to do so may inhibit our ability to secure future contracts, leading to decreased revenue and other adverse effects.

Our client relationships and professional reputation are key factors in maintaining and growing our business, revenue, and profit levels under contracts with our clients.

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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.

We face several risks related to these expiring contracts.

The expiring contracts we service may not continue after their expiration, the client may not re-procure those requirements, re-procurement may be restricted in a way that would eliminate us from the competition (e.g., set asides for small businesses), or we may not 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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In addition, we may spend considerable cost and managerial time and effort to prepare bids and proposals for contracts, delivery orders or task orders that we may not win.

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.

We may be unable to 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.

There may also be changes in the manner in which the GSA approaches procurement under the various GSA Schedule contract vehicles and other IDIQ contracts that may impact our ability to pursue and obtain awards of new or recompete opportunities.

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 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.

The calculation of backlog is conditioned on numerous uncertainties and estimates, and we may, in fact, fail to 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.

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however, the client may elect not to do so.

In addition, federal government contracts rely on Congressional appropriation of funding, which is typically provided only partially at any point during the term of federal government contracts, and all or some of the work to be performed under a contract may require future appropriations by Congress and the subsequent allocation of funding by the procuring agency or department to the contract.

In addition, federal government contracts rely on Congressional appropriation of funding, which is typically provided on an incremental basis at any point during the term of federal government contracts, and all or some of the work to be performed under a contract may require future appropriations by Congress and the subsequent allocation of funding by the procuring agency or department to the contract.

Protests of contracts continue to be common in our industry.

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In addition, we may never receive revenue from some of the engagements that are included in our backlog, and this risk is greater with respect to unfunded backlog.

Although we adjust our backlog to reflect modifications to or renewals of existing contracts, awards of new contracts, or approvals of expenditures, if we subsequently fail to realize revenue corresponding to our backlog, our revenue and operating results could be adversely affected.

We adjust our backlog to reflect modifications to or renewals of existing contracts, awards of new contracts, or approvals of expenditures;

however, if we subsequently fail to realize revenue corresponding to our backlog, our revenue and operating results could be adversely affected.

Our contracts may contain provisions that are unfavorable to us and permit our clients to, among other things, terminate our contracts partially or completely at any time prior to completion.

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 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.

If a client terminates one of our contracts for convenience, we will 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.

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If a client were to terminate, decline to exercise options under, or curtail further performance under one or more of our major contracts, our revenue and operating results could be adversely affected.

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

Our relationships with other contractors are important to our business and, if disrupted, could cause us reputational damage or result in contract termination or other adverse effects on our business.

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.

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We derived 46%, 45%, and 45% of our total revenue from fixed-price contracts in 2024, 2023, and 2022, respectively.

The percentage of work we perform on a fixed-price basis may increase in the future based on changes to the procurement approach of our clients.

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.

Estimates are inherently subjective and often change, and 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.

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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.

The increase in the size, scope, and complexity of these engagements 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 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.

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In addition, we could suffer serious harm to our reputation and our stock price could decline if allegations of impropriety are made against us, whether true or not.

Federal government audits have been completed on our incurred contract costs only through 2019 for our NIH-cognizant indirect rates and through 2015 for our USAID-cognizant indirect rates.

Audits for costs incurred on work performed since then have not yet been completed.

Federal government audits have been completed on our incurred contract costs only through 2019 for our NIH-cognizant indirect rates and through 2015 for our USAID-cognizant indirect rates, but audits for costs incurred on work performed since then have not yet been completed.

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

PRIVACY, CYBERSECURITY, TECHNOLOGY, AND DATA PROTECTION RISKS

Our operations face continuous and evolving cybersecurity risks.

Our operations face continuous and evolving cybersecurity risks, including disruptions in critical systems, security breaches, and the unauthorized access to our and our clients’ systems, any of which may harm our reputation, impose unexpected remediation costs, and expose us to potential liability.

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

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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.

We have been the target of cyberattacks in the past and expect to continue to be a target in the future.

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

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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.

states’ privacy and data protection laws, rules, and regulations (collectively, “Privacy and Data Protection Laws”) 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.

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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.

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

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

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We evaluate the recoverability of recorded goodwill annually, as well as when events or circumstances indicate there may be an impairment or if we have a material change in reporting units.

Although we have to date determined that goodwill has not been impaired, future events or changes in circumstances that result in an impairment of goodwill or intangible assets would have a negative impact on our profitability and operating results.

We have to date determined that goodwill has not been impaired;

however, future events or changes in circumstances that result in an impairment of goodwill or intangible assets would have a negative impact on our profitability and operating results.

RISKS RELATED TO OUR CORPORATE AND CAPITAL STRUCTURE

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and/or prevent changes in our management.

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.

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

Our outstanding and future indebtedness could reduce our profitability, limit our ability to pursue certain business opportunities, and reduce the value of our stock.

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

As of December 31, 2024, we had an aggregate of $411.7 million of outstanding indebtedness (net of unamortized debt issuance costs) that will mature on May 6, 2027.

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Should any of these or other unforeseen consequences arise, they could have an adverse effect on our business, financial condition, results of operations, future business opportunities and/or ability to satisfy our obligations under our debt.

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

We may not pay special or regular dividends on our stock in the future.

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

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

There can be no assurance that the board of directors will declare any dividends in the future.

The Board may, upon taking into consideration any of the foregoing or other relevant factors, decide not to declare dividends in the future.

To the extent that expectations by market participants regarding the potential payment, or amount, of any special or regular dividend prove to be incorrect, the price of our common stock may be materially and negatively affected and investors that bought shares of our common stock based on those expectations may suffer a loss on their investment.

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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.

In addition, the federal government and other governments with which we do business may change their procurement practices or requirements, 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.

In addition to our U.S.

operations, we also have a significant presence in key markets outside the U.S., including offices in the U.K., Belgium, India, and Canada.

operations, we also have a significant presence in key markets outside the U.S., including offices in the U.K., Belgium, Spain, India, and Canada.

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 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, 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.

Our international operations pose additional risks to our profitability and operating results, including political instability across many of the jurisdictions in which we operate, restrictions on the repatriation of funds, expropriation or nationalization of our assets, and currency exchange rate fluctuations.

We have offices in the U.K., Belgium, Spain, 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.

Some of the countries in which we work have a history of political instability or may expose our employees and subcontractors to physical danger over and above pandemic-related risk.

Some of the countries in which we work have a history of political instability or may expose our employees and subcontractors to physical danger.

Expansion into selective new geographic regions requires considerable management and financial resources, the expenditure of which may negatively impact our results, and we may never see any return on our investment.

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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.

We may, from time to time, have forward contract agreements (the “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.

These hedges may not be successful in reducing 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 a Russian invasion.

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• Incident Response Plan:

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

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

• Employee Training and Awareness:

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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.

To date, we have not identified cybersecurity risks, threats, or incidents that have materially affected us or are reasonably likely to materially affect 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 Board, directly or through its committees, is responsible for the oversight of the Company's overall enterprise risk management program, which 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 current Chief Information Officer (the “CIO”), the Deputy Chief Information Office (the “Deputy CIO”) and the Chief Information Security Officer (the “CISO”) have primary oversight of material risks from cybersecurity threats.

The CIO has decades of professional experience across various engineering, business and management roles.

Our Deputy CIO has over 30 years of experience leading implementation of various IT infrastructure and systems, and our CISO has over 20 years of specific cybersecurity experience and is responsible for maintaining compliance with applicable security requirements.

They have a combined tenure of over three decades with the Company in various progressive management roles in information systems and technology and in formation security.

They conduct 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 provide 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.

4 unchanged sentences

As of December 31, 2024, we had leases in place for approximately 920,239 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.

and around the world, with various lease terms expiring over the next fourteen 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