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We completed our initial public offering in September 2006.
−Removed: We provide professional services and technology-based solutions, including management, technology, and policy consulting and implementation services.
+Added: We provide professional services and technology-based solutions, including management, technology, and policy consulting and implementation services, to government and commercial clients.
+Added: Our government clients include U.S.
+Added: federal agencies, state and local governments, as well as international governments.
+Added: Our commercial clients include those that are inside and outside of the U.S.
We help our clients conceive, develop, implement, and improve solutions that address complex business, natural resource, social, technological, and public safety issues.
−Removed: Our services primarily support clients that operate in three key markets:
+Added: Our services primarily support clients that operate in these key markets:
• Energy, Environment, Infrastructure, and Disaster Recovery;
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We provide services to our diverse client base that deliver value throughout the entire life cycle of a policy, program, project, or initiative.
−Removed: Our primary services include:
−Removed: • Advisory Services.
−Removed: We research critical policy, industry, and stakeholder issues, trends, and behavior.
−Removed: We measure and evaluate results and their impact and, based on those assessments, provide strategic planning and advice to our clients on how to navigate societal, market, business, communication, and technology challenges.
−Removed: • Program Implementation Services.
−Removed: We identify, define, and implement policies, plans, programs, and business tools that make our clients’ organizations more effective and efficient.
−Removed: Our comprehensive, end-to-end solutions are implemented through a wide range of standard and customized methodologies designed to match our clients’ business context.
−Removed: • Analytics Services.
−Removed: 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.
−Removed: We provide information and data management solutions that allow for integrated, purpose-driven data usage, including the client-specific utilization of Artificial Intelligence (“AI”).
−Removed: • Digital Services.
−Removed: 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.
−Removed: 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.
−Removed: We assist our clients in the application of AI to support their missions/businesses and to streamline their operations.
−Removed: • Engagement Services.
−Removed: 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.
−Removed: Our engagement services frequently rely on our digital design and implementation skills, such as web and app development.
−Removed: We perform work for both government and commercial clients.
−Removed: Our government clients include U.S.
−Removed: federal agencies, state and local governments, as well as governments outside the U.S.
−Removed: Our commercial clients include both U.S.
−Removed: and international clients.
−Removed: 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.
−Removed: 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.
+Added: We empower organizations to thrive in a rapidly changing world through five integrated service areas:
+Added: Advisory Services, Program Implementation, Analytics Services, Digital Services, and Engagement Services.
+Added: Our Advisory Services deliver strategic insights that help leaders anticipate trends and make confident decisions.
+Added: Through Program Implementation, we turn strategy into action with tailored policies, programs, and tools that drive efficiency and impact.
+Added: Our Analytics Services transform data into intelligence, leveraging advanced analytics and artificial intelligence (“AI”) to uncover opportunities and more informed decisions.
+Added: With Digital Services, we design and secure innovative technology solutions that optimize performance, modernize information technology (“IT”) systems, and protect against evolving threats.
+Added: Finally, our Engagement Services connect organizations with their audiences through compelling communications, branding, and digital experiences that inspire trust and action.
+Added: Together, we provide end-to-end solutions that accelerate growth, strengthen resilience, and deliver measurable results.
We report operating results and financial data in one operating and reportable segment.
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We serve clients globally from our headquarters in the Washington, D.C.
−Removed: 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.
+Added: metropolitan area, our 49 regional offices throughout the U.S., and 14 offices outside the U.S., including offices in the United Kingdom (the “U.K.”), Belgium, Spain, India, and Canada.
OUR COMPANY INFORMATION
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MARKET OPPORTUNITY, SERVICES, AND SOLUTIONS
−Removed: Complex, long-term market factors, which include geopolitical, technological, environmental, and demographic trends, are changing the way people live and their priorities, and the way government and industry operate and interact.
−Removed: We are all affected not only by the increasing breadth and invasiveness of change, but also by its velocity.
−Removed: These factors have significant impacts on the markets in which our clients operate.
−Removed: In addition to these market-based factors, developments across all of our markets are increasing the demand for advisory services that drive our business.
−Removed: These trends include changing government focus and priorities on environmental initiatives;
−Removed: efficiency and mission performance management;
−Removed: generational changes;
−Removed: the emphasis on transparency and accountability;
−Removed: and an increased demand for combining domain knowledge of client missions and programs with innovative technology-enabled solutions.
−Removed: We see growth opportunities for technology-based solutions involving analytics, digital services, and strategic communications across all of our markets.
−Removed: We believe that demand for our services will continue as government, industry, and other stakeholders seek to understand and respond to these and other factors.
−Removed: We expect that our government clients will continue to utilize professional services firms with relevant domain expertise to assist with designing new programs, enhancing existing ones, offering transformational solutions, and deploying innovative information and communications technology.
−Removed: In addition, commercial organizations affected by these programs will need to understand such changes, as well as their implications, in order for them to plan appropriately.
−Removed: More broadly, we believe our commercial clients will demand innovative services and solutions that can help them connect with customers and stakeholders in an increasingly connected and crowded marketplace.
−Removed: We also see opportunities to further leverage our digital and client engagement capabilities across our commercial and government client base.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We will continue to focus on:
−Removed: building scale in vertical and horizontal domain expertise;
−Removed: developing business with both our government and commercial clients;
−Removed: and replicating our business model geographically in selected regions of the world, and being agile and flexible in an ever-changing business environment.
−Removed: 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.
−Removed: Although we continue to see favorable long-term market opportunities, there are certain near-term challenges facing all government service providers.
−Removed: Administrative and legislative actions by governments to address changing priorities could have a negative impact on our business, which may result in a reduction to our revenue and profit and adversely affect cash flow.
−Removed: Geopolitical factors could result in changing government priorities;
−Removed: however, we believe we are well positioned to provide a broad range of services in support of initiatives that will continue to be priorities to the U.S.
−Removed: federal government as well as to state and local and international governments and commercial clients.
+Added: Complex, long-term market factors, which include geopolitical, technological, environmental, and demographic trends, are accelerating change and reshaping priorities for government and industry.
+Added: These dynamics, combined with increasing demands for efficiency, transparency, and accountability, are driving growth in advisory and technology-enabled services.
+Added: We see significant opportunities in areas such as analytics, digital services, and strategic communications, as clients seek solutions that integrate domain expertise with innovative technologies such as AI, cloud-native platforms, and low-code/no-code tools.
+Added: Additionally, energy independence and prevention of fraud, waste, and abuse in our healthcare delivery systems, disaster recovery, and homeland security will continue to create demand for our services.
+Added: Our proven experience in disaster relief and infrastructure recovery positions us well to support federal, state, and local agencies in addressing critical societal challenges.
+Added: As the federal government prioritizes efficiency and modernization, our agile, scalable, and cost-effective technology solutions deliver measurable outcomes aligned with commercial best practices.
+Added: Future success will depend on further strengthening client relationships, pursuing larger engagements across full program lifecycles, and executing strategic acquisitions to expand capabilities and geographic reach.
+Added: While challenges such as political complexities and possible audit risks, particularly in disaster recovery, persist, we remain confident in our ability to deliver value and impact across all markets.
Energy, Environment, Infrastructure, and Disaster Recovery
−Removed: 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.
−Removed: 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.
−Removed: We see a continued demand for our energy advisory and consulting services to utilities, developers, and other commercial clients.
−Removed: In addition, we see opportunities for continued expansion of market share in our utility program design and delivery business.
−Removed: 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.
−Removed: 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.
−Removed: AEG provides a suite of integrated technology and advisory solutions to electric and gas utilities, state and local governments, and state energy offices nationwide.
−Removed: We believe that this acquisition will further enhance our market presence and client footprint.
−Removed: We support federal, state, and local governments in planning, designing, and executing large-scale disaster recovery and mitigation programs across the United States.
−Removed: As extreme weather events become increasingly frequent and severe, we foresee an escalating demand for our services.
−Removed: Various communities in states such as Texas, Florida, North Carolina, Louisiana, California, Oregon, Hawaii, along with the U.S.
−Removed: Virgin Islands and Puerto Rico, are actively engaged in different stages of disaster recovery—efforts that span several years.
−Removed: 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.
−Removed: Our extensive expertise enables us to address a broad spectrum of hazards, ranging from hurricanes and flooding to tornadoes and wildfires.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: A number of key issues are driving increased demand for the services we provide in these areas, including:
−Removed: • Increased focus on the proper stewardship of natural resources;
−Removed: • Changing precipitation patterns, including both more frequent flooding and drought, which is affecting water infrastructure and availability;
−Removed: • Aging water, energy, and transportation infrastructure in the U.S.;
−Removed: • 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;
−Removed: • Past under-investment in transportation infrastructure that was the center of the Infrastructure Investment and Jobs Act;
−Removed: • 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;
−Removed: • Changing patterns of economic development that require transportation systems and energy infrastructure to adapt to new patterns of demand.
−Removed: 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.
−Removed: We help clients deal specifically with the interrelated environmental, business, and social implications of issues surrounding all transportation modes and infrastructure.
−Removed: 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.
+Added: We provide advisory, technology, and program delivery services to utilities, government agencies, and commercial clients across energy, disaster recovery, environmental, and transportation sectors.
+Added: Our integrated solutions address reliability concerns, rising electricity demand, regulatory changes, and resilience needs driven by climate and infrastructure challenges.
+Added: Energy and Utility Services
+Added: We view the energy industry as a particularly attractive growth sector over the next decade.
+Added: Increasing energy demand from data centers, cryptocurrency operations, and electrification of buildings and vehicles, combined with reliability concerns and evolving state and federal regulations, is driving significant investment in diverse and cleaner energy sources and related infrastructure.
+Added: We expect continued demand for our energy advisory and consulting services from utilities, developers, and commercial clients.
+Added: We also anticipate growth in our utility program design and delivery business, including energy efficiency programs, electrification and decarbonization initiatives, resiliency planning, environmental management, and IT integration.
+Added: Environmental, Transportation, and Infrastructure
+Added: We have decades of experience designing, evaluating, and implementing environmental policies and compliance programs for energy, transportation (including aviation), and infrastructure projects.
+Added: Demand for these services is driven by:
+Added: • Unprecedented demand for energy generation and transmission as well as broadband Internet access;
+Added: • Changing precipitation patterns affecting water availability and flood risk;
+Added: • Aging water, energy, and transportation infrastructure;
+Added: • Greater exposure of infrastructure to severe weather events;
+Added: • Federal investment initiatives;
+Added: • Evolving economic development patterns requiring adaptive transportation and energy systems.
+Added: Our multi‑disciplinary capabilities in finance and economics, earth and life sciences, IT, and program management enable us to deliver services such as environmental impact assessments, environmental management information systems, air quality assessments, program evaluation, transportation and aviation planning and operational improvement, strategic communications, and regulatory modernization.
+Added: Disaster Recovery and Mitigation
+Added: We support federal, state, and local governments in planning, designing, and executing large‑scale disaster recovery and mitigation programs across the U.S.
+Added: and its territories.
+Added: As extreme weather events become more frequent and severe, we expect increasing demand for these services.
+Added: Our work spans multiple years and includes recovery and housing assistance, environmental and infrastructure solutions, and mitigation planning.
+Added: With over 25 years of experience, we have provided on-the-ground support following major disasters, including Hurricanes Katrina, Rita, Harvey, Irma, Maria, Helene, and Milton, as well as Superstorm Sandy.
+Added: Our expertise enables us to address hazards such as hurricanes, flooding, tornadoes, and wildfires, and to help communities secure recovery and mitigation funding, build resilience, and restore stability.
Health and Social Programs
−Removed: We also apply our expertise across our full suite of services in the areas of health and social programs.
−Removed: We believe that a confluence of factors will drive an increased need for public and private focus on these areas, including, among others:
−Removed: • Expanded healthcare services;
−Removed: • Rising healthcare expenditures, which require the evaluation of the effectiveness and efficiency of current and new programs;
−Removed: • Rampant substance abuse and widespread social and health impacts of the opioid abuse epidemic;
−Removed: • The need to digitally transform and modernize the technology infrastructure underpinning government operations, including via the use of machine learning and AI technologies;
−Removed: • The need for greater transparency and accountability of public sector programs;
−Removed: • 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;
−Removed: • A changing regulatory environment.
−Removed: 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.
−Removed: Our subject matter expertise includes public health, biomedical research, healthcare quality, mental health, international health and development, health communications and associated interactive technologies, education, child and family welfare needs, housing and communities, and substance abuse.
−Removed: Our combination of domain knowledge and our experience in information technology-based applications provides us with strong capabilities in health and social programs informatics and analytics, which we believe will be of increasing importance as the need to manage information grows.
−Removed: We partner with our clients in the government and commercial sectors to increase their knowledge base, support program development, enhance program operations, evaluate program results, and improve program effectiveness.
−Removed: In the area of federal health, we support many agencies and programs within the U.S.
−Removed: 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.
−Removed: Increasingly, we provide multichannel communications and messaging for public health programs.
−Removed: We also provide training and technical assistance for early care and educational programs, and health and demographic surveys for the U.S.
−Removed: Department of State (the “DoS”).
−Removed: 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.
−Removed: Department of Housing and Urban Development (“HUD”) and state, territorial, and local governments.
−Removed: In addition, we provide research, program design, evaluation, and training for educational initiatives at the federal and state level.
−Removed: We provide similar services to a variety of U.K.
−Removed: ministries, as well as several Directorates-General of the E.C.
+Added: We leverage our full suite of services to address critical challenges in health and social programs.
+Added: A convergence of factors is driving unprecedented demand for innovation and accountability in these areas, including:
+Added: • Expanded healthcare services and rising expenditures requiring rigorous evaluation of program effectiveness;
+Added: • Substance abuse crises, including the widespread impact of the opioid epidemic;
+Added: • The urgent need to digitally transform government operations through advanced technologies such as AI and machine learning;
+Added: • Increasing requirements for transparency and accountability in public sector programs;
+Added: • Growing demand for social support systems, fueled by an aging population and interconnected issues across health, housing, transportation, energy, and employment;
+Added: • A rapidly evolving regulatory environment.
+Added: We are well positioned to help clients design, implement, and manage effective programs at international, national, regional, and local levels.
+Added: Our expertise spans:
+Added: • Public health, biomedical research, healthcare quality, mental health, and health development;
+Added: • Health communications and interactive technologies;
+Added: • Education, child and family welfare, housing and community development, and substance abuse prevention.
+Added: Combining deep domain knowledge with advanced IT capabilities, we deliver powerful informatics and analytics solutions that are critical for managing and leveraging data to improve outcomes.
+Added: We also partner with government and commercial clients to expand knowledge, develop programs, enhance operations, evaluate results, and drive measurable impact.
+Added: We support key U.S.
+Added: government agencies by providing:
+Added: • Primary data collection and analysis;
+Added: • Program design, delivery, and evaluation;
+Added: • Technical assistance centers and instructional systems;
+Added: • IT application development and information clearinghouse management;
+Added: • Multichannel communications for public health initiatives.
+Added: Additionally, we deliver training and technical assistance for early care and education programs, conduct health and demographic surveys, and provide similar services internationally to various international governments and the European Commission (the “E.C.”).
Security and Other Civilian & Commercial
−Removed: We serve a number of other important government missions and commercial markets.
−Removed: These government missions range from Security (e.g., the U.S.
−Removed: Departments of Defense (the “DoD”), Homeland Security (“DHS”), and Justice (“DoJ”)) to a variety of other civilian government departments and agencies.
−Removed: 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.
−Removed: We believe we are positioned to meet the following key safety concerns:
−Removed: • Vulnerability of critical infrastructure to cyber and terrorist threats;
−Removed: • Increasing risks to enterprises’ reputations in the wake of a cyberattack;
−Removed: • Broadened homeland security concerns that include areas such as health, food, energy, water, and transportation;
−Removed: • Reassessment of the emergency management functions of homeland security in the face of natural disasters;
−Removed: • Safety issues around crime and at-risk behavior;
−Removed: • 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;
−Removed: • The challenges resulting from migrations and changing global demographics.
−Removed: These security concerns create demand for government programs that can identify, prevent, and mitigate key cybersecurity issues and the societal issues they cause.
−Removed: 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:
−Removed: • The changing nature of global security threats, including cybersecurity threats;
−Removed: • Family issues associated with globally deployed armed forces;
−Removed: • The increasing use of commercial cloud computing infrastructure and services to support the DoD enterprise;
−Removed: • The increasing need for real-time information sharing and the global nature of conflict arenas.
−Removed: We provide key services to DoD, DHS, DoJ, and analogous Directorates-General at the E.C.
−Removed: We support DoD by providing high-end strategic planning, analysis, and technology-based solutions around cybersecurity.
−Removed: We also provide the defense sector with environmental management, human capital assessment, military community research, and technology-enabled solutions.
−Removed: 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.
−Removed: At the DoJ, we provide technical and communications assistance to programs that help victims of crime and at-risk youths.
−Removed: At the E.C., we provide support and analytical services related to justice and home affairs issues within the European context.
−Removed: Other large federal departments and agencies, such as the U.S.
−Removed: Department of Agriculture and the U.S.
−Removed: Department of the Treasury, also face important challenges that motivate them to transform their business processes and to modernize the associated technology systems.
−Removed: We support these organizations with a variety of technology and program support services.
+Added: We serve essential government missions and commercial markets where security and resilience are top priorities.
+Added: Security programs remain a critical focus for governments worldwide and the private sector.
+Added: Demand is driven by:
+Added: • Rising cyber and terrorist threats to critical infrastructure;
+Added: • Heightened reputational risks following cyberattacks;
+Added: • Expanding homeland security concerns across health, energy, food, water, telecommunications, and transportation;
+Added: • Increased urgency for disaster preparedness and rapid recovery;
+Added: • Growing challenges from global migration and demographic shifts.
+Added: These trends create sustained demand for solutions that identify, prevent, and mitigate cybersecurity and societal risks.
+Added: Our deep expertise in cybersecurity, resilience planning, and technology modernization positions us at the center of high-growth, mission-critical markets.
+Added: As governments and enterprises face escalating security challenges, we are well equipped to deliver solutions that protect infrastructure, safeguard communities, and enable rapid recovery.
COMPETITIVE STRENGTHS
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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.
−Removed: As of December 31, 2024, approximately 43% 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.
+Added: As of December 31, 2025, approximately 42% 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, IT, 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.
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The long-term relationships we maintain with many of our clients reflect our successful track record of fulfilling our clients’ needs.
−Removed: We have advised the U.S.
−Removed: Environmental Protection Agency (“EPA”), the United States Agency for International Development (“USAID”), and HHS for more than 30 years, the U.S.
−Removed: 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.
−Removed: 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.
1 unchanged sentence
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.
−Removed: 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.
+Added: We believe our balance between government 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
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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.
−Removed: We possess a strong knowledge and experience base in information technology and a thorough understanding of organizational behavior and human decision processes.
+Added: We possess a strong knowledge and experience base in IT 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.
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Our management team, consisting of 279 senior leaders with the title of vice president or higher, possesses extensive industry experience and had an average tenure of approximately 18 years with us as of December 31, 2025 (including prior service with companies we have acquired).
−Removed: This low turnover allows us to retain institutional knowledge.
+Added: This tenure allows us to retain institutional knowledge.
Our managers are experienced both in marketing efforts and in successfully managing and executing our key services.
Our management team also has experience in acquiring other businesses and integrating those operations with our own.
−Removed: A number of our managers are industry-recognized thought leaders.
+Added: Dozens 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.
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We serve our clients with a global network of 49 regional offices throughout the U.S., and 14 offices in key markets outside the U.S., including offices in the U.K., Belgium, Spain, India, and Canada.
−Removed: 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.
−Removed: 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.
+Added: Our global presence also gives us access to many of the leading subject matter experts from around the world, allowing us to expand our knowledge base and areas of functional expertise.
+Added: Over the years, we have worked in dozens of countries, helping government and commercial clients with energy, environment, infrastructure, healthcare, 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.
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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.
−Removed: 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.
+Added: We continue to see growth opportunities in our current commercial energy business as well as continued focus on other commercial business 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, 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.
−Removed: 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, and environmental management services for larger utilities.
+Added: For example, we believe we can continue to expand our program-based and technology-enabled services in areas such as assisting with the implementation of energy efficiency programs, electrification and decarbonization initiatives, IT applications, and environmental management services for larger utilities.
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.
1 unchanged sentence
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.
−Removed: AEG provides a suite of integrated technology and advisory solutions to electric and gas utilities, state and local governments, and state energy offices nationwide.
−Removed: We believe that this acquisition will further enhance our market presence and client footprint.
−Removed: 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.
+Added: AEG provides a suite of integrated technology and advisory solutions to electric and gas utilities, state and local governments, and state energy offices nationwide and has enhanced our market presence and client footprint.
+Added: We expect that interest in energy advisory services will continue to expand as clients in a number of industries, including information service providers, seek to better understand their energy consumption options and the positive benefits of demonstrating energy efficiency and environmental stewardship.
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;
−Removed: testing and adoption of Sustainable Aviation Fuels (“SAF”);
+Added: testing and adoption of sustainable aviation fuels;
and changes to airport business models and strategy as they place increasing importance on passenger experience.
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government and the E.C.
−Removed: 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
−Removed: 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.
−Removed: 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.
−Removed: In 2022, we acquired SemanticBits, LLC (“SemanticBits”), a leading provider of cloud-native open-source technology systems with a strong client position in CMS.
−Removed: 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.
+Added: Since 2020, we have executed a series of strategic acquisitions to strengthen our leadership in IT modernization and cloud-based solutions.
+Added: These investments, combined with the introduction of our proprietary ICF Fathom AI platform in 2025, position us to deliver advanced offerings in cloud, AI, business process automation, data management, and analytics that help clients better connect with citizens, consumers, and stakeholders.
Leverage advisory work into full life-cycle solutions
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however, we will need to undertake such expansion carefully to avoid actual, potential, and perceived conflicts of interest.
−Removed: Defend, expand, and deepen our presence in core U.S.
−Removed: federal and state and local government markets
−Removed: Changing and somewhat unpredictable political priorities at the U.S.
−Removed: federal, state, and local government levels have created challenging market conditions for all competitors in the government services sector;
−Removed: however, we believe that changes driven by the Trump administration will provide opportunities to accelerate digital transformation of the U.S.
+Added: Enhance and deepen our presence in core government markets
+Added: The current political and policy environment have created challenging market conditions for all competitors in the government services sector;
+Added: however, we believe that changes driven by the 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.
−Removed: 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.
+Added: We will focus not only on enhancing our current market footprint and continue expanding across key growth markets, such as U.S.
federal government energy and resilience-related programs, reengineering of U.S.
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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.
−Removed: For example, we introduce many of our advisory clients to our capabilities to provide associated information technology, cybersecurity, large-scale program management, and strategic communications and digital services.
+Added: For example, we introduce many of our advisory clients to our capabilities to provide associated IT, cybersecurity, large-scale program management, and strategic communications and digital services.
We can also offer clients our extensive performance measurement, program evaluation, and performance management services.
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allows us to focus our business development efforts on addressing the needs of U.S.
−Removed: federal and state and local government agencies with operations outside of the Washington, D.C.
+Added: federal and state and local government agencies with operations outside the Washington, D.C.
metropolitan area.
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provided that the target company has cultural compatibility and we expect that the acquisition will have a positive financial impact.
−Removed: These elements of our strategy permeate all of the Company and influence our day-to-day decisions.
+Added: These elements of our strategy permeate throughout the Company and influence our day-to-day decisions.
We believe that, collectively, they support the overall long-term growth of the organization.
CLIENT AND CONTRACT MIX
−Removed: Government clients (including U.S.
−Removed: federal, state and local, as well as international) accounted for approximately 75%, 76%, and 76% of our 2024, 2023, and 2022 revenue, respectively.
−Removed: Commercial clients (including U.S.
−Removed: and international clients) accounted for approximately 25%, 24%, and 24% of our 2024, 2023, and 2022 revenue, respectively.
Our clients span a broad range of civilian and defense agencies and commercial enterprises.
−Removed: Commercial clients include non-profit organizations and universities, while government clients include the World Bank and the United Nations.
+Added: Government clients include organizations such as the World Bank and the United Nations, while commercial clients include non-profit organizations and universities.
In general, a client is considered to be a government client if its primary funding is from a government agency or institution.
If we are a subcontractor, we classify the revenue based on the nature of the ultimate client receiving the services.
−Removed: In fiscal years 2024, 2023, and 2022, our largest three U.S.
−Removed: government clients by revenue and their percentages to our total revenue are as follows:
−Removed: Department of Health and Human Services
−Removed: Department of State
−Removed: Environmental Protection Agency
−Removed: Department of Health and Human Services
−Removed: Department of State
−Removed: Department of Defense
−Removed: Department of Health and Human Services
−Removed: Department of State
−Removed: Department of Defense
−Removed: There was no single commercial client with revenue greater than 2% of our total revenue for the 2024, 2023, and 2022 fiscal years, respectively.
−Removed: Most of our revenue is derived from prime contracts under which we work directly for the end customer.
+Added: In fiscal years 2025, 2024, and 2023, our revenue by client type and contract type are as follows:
+Added: Year ended December 31,
+Added: federal government
+Added: state and local government
+Added: International government
+Added: Year ended December 31,
+Added: Time-and-materials
+Added: In fiscal years 2025, 2024, and 2023, our largest client was the Department of Health and Human Services (“HHS”) with 22%, 25%, and 26% of total revenue, respectively.
+Added: There was no other client with revenue greater than 5%.
+Added: Our revenue is primarily from prime contracts under which we work directly for the end customer.
These accounted for approximately 86%, 87%, and 89% of our revenue for the 2025, 2024, and 2023 fiscal years, respectively.
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Many of our government contracts provide for option periods that may be exercised by the client.
−Removed: In 2024, 2023, and 2022, no single contract accounted for more than 2%, 2%, and 3% of our revenue for those fiscal years, respectively.
+Added: In 2025, 2024, and 2023, no single contract accounted for more than 2% of our revenue for those fiscal years, respectively.
Our 10 largest contracts by revenue collectively accounted for approximately 14%, 12%, and 14% of our revenue in the 2025, 2024, and 2023 fiscal years, respectively.
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We generally include in our backlog the estimated revenue represented by contract options that have been priced, but not exercised.
−Removed: We do not include any estimate of revenue relating to potential future delivery orders that might be awarded under our U.S.
−Removed: 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.
+Added: We do not include any estimate of revenue relating to potential future delivery orders that might be awarded under our GSA Schedule contracts, other 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.
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As a consequence, our backlog attributable to these clients is typically reflected in funded backlog and not in unfunded backlog.
−Removed: 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.
+Added: Our estimate of unfunded backlog for a particular contract is based, to a large extent, on the customer, the terms of the agreement, and our history with that particular customer.
+Added: In addition, 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.
Accordingly, if contract utilization is different from our expectations, the revenue eventually earned on a contract may be lower or higher than that implied by our estimate at a point in time or during the life of a contract, of total backlog, including unfunded backlog.
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There were no awards included in our 2025, 2024, or 2023 backlog amounts that were under protest.
−Removed: 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.
−Removed: 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.
−Removed: Had the termination-for-convenience occurred prior to December 31, 2024, our total backlog would be reduced by the $276 million.
−Removed: The majority of the termination-for-convenience and stop-work orders notices are associated with our contracts with USAID.
−Removed: 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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Our business development processes and systems are designed to enable agility and speed-to-market over the business development life cycle, especially given the distinctions between commercial and government clients.
−Removed: Business development efforts in priority market areas, which include some of our largest federal agency accounts (HHS, DoS, DoE, U.S.
−Removed: Department of Transportation, and EPA), are executed through account teams.
+Added: Business development efforts in priority market areas, which include some of our largest federal agency accounts (HHS, the U.S.
+Added: Department of Defense (“DoD”), the U.S.
+Added: Department of Energy (“DoE”), and the U.S.
+Added: Department of Transportation (“DoT”)), are executed through account teams.
Each team participates in regular executive reviews of marketing plans and proposal development processes.
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Each administrative group is responsible for maximizing sales in our existing accounts and finding opportunities in closely related accounts.
−Removed: The corporate business development function also includes a market research and competitive intelligence group, a proposal group, and a strategic capture unit.
+Added: The corporate business development function also includes a market research and competitive intelligence group, and a proposal group.
The marketing function engages in brand marketing and strategic marketing program development and execution to raise awareness of our services and solutions across our markets, and to generate leads for further pursuit by sales personnel.
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Some of our principal competitors include:
−Removed: Abt Associates;
AECOM Technology Corporation;
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CACI International Inc.;
−Removed: CLEAResult Consulting, Inc.;
Deloitte LLP;
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Science Applications International Corporation;
−Removed: Research Triangle Institute;
+Added: Research Triangle Institute, International;
Tetra Tech Inc.;
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INTELLECTUAL PROPERTY
−Removed: We own a number of trademarks and copyrights, and internally developed software that helps maintain our business and competitive position.
+Added: We own a number of trademarks, copyrights, and internally developed software that helps maintain our business and competitive position.
Sales and licenses of our intellectual property do not currently comprise a substantial portion of our revenue or profit.
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Human Capital Management
−Removed: As a global advisory and technology services provider, our human capital strategy is vital to our business.
−Removed: 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.
−Removed: We have designed our human resources programs to enable our high-performing workforce to reach its full potential.
−Removed: We develop our employees to prepare them for critical roles;
−Removed: reward and support employees through pay, benefit, and perquisite programs that we believe are competitive;
−Removed: and evolve and invest in technology, tools, and resources to empower employees to belong, grow, and thrive.
−Removed: As of December 31, 2024, we employed over 9,300 people, 86% of whom were employed full-time.
−Removed: 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.
−Removed: We are proud that a large number of our employees believe their values align with our values.
+Added: Our human capital strategy is fundamental to our success as a global solutions and technology provider.
+Added: To that end, we put immense effort into attracting, developing, and retaining highly qualified individuals who deliver innovation, efficiency, and impact to the clients and communities we serve.
+Added: We have designed our human resources programs to enable our workforce of experts to reach their full potential.
+Added: We develop our employees so they can build our capability for the future;
+Added: reward and support employees through competitive pay and benefit programs;
+Added: and evolve and invest in technology, tools, and resources that maximize our impact.
+Added: As of December 31, 2025, we employed approximately 8,400 employees, 83% of whom were employed full-time.
+Added: The results of our continuous employee listening surveys consistently reflect a strong level of engagement that empowers our employees to thrive in their work, in our culture, and in their lives.
+Added: A vast majority of our employees find their work meaningful, feel valued, and are proud to work at ICF.
+Added: Additionally, they report that their values align with the work we do and intend to stay at ICF.
Culture and Values
−Removed: 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.
−Removed: We are a vibrant and growing community of experts with diverse backgrounds and life experiences, united by our drive to make a positive impact.
−Removed: 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.
−Removed: Grounded in data-driven insights, we foster a high-performance environment that values creativity, critical thinking, mutual respect and support, and a multidisciplinary approach.
−Removed: 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.
−Removed: 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.
+Added: We have built a culture rooted in expertise, innovation, and purpose, enabling us to build a more prosperous and resilient world for all.
+Added: We are a vibrant community of experts, united by our drive to increase the value we provide and make a positive impact.
+Added: Grounded in data-driven insights and our shared purpose, we foster a high-performance environment that values creativity, agility, critical thinking, mutual respect and support, and a multidisciplinary approach.
+Added: Since our founding in 1969, we have been a mission-driven company delivering high-impact results that help our clients move forward with confidence.
+Added: We believe our culture and values help us attract a wide pool of talent, perspectives, and experiences so we can select the most capable people to support a workplace culture that best serves our clients.
+Added: From day one, we strive to help our employees reach their fullest potential by empowering them to put ICF’s values into action as they work, connect, and support each other across teams, client partnerships, and time zones.
Talent Acquisition, Development, and Retention
−Removed: Successful talent attraction and retention hinges on a healthy and recognizable employer brand.
−Removed: We have built a strong digital and social media presence with an employee-first lens to distinguish us as a named employer of choice.
−Removed: Employee voices and perspectives are at the heart of the stories we share.
−Removed: 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.
−Removed: 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.
−Removed: Our programmatic approach to hiring has resulted in a rapid time-to-find for new hires.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: To further enhance this experience, new employees may participate in an optional peer coaching program to connect with other employees throughout their first year.
−Removed: In 2024, 98% of participants rated this as a valuable experience.
−Removed: Another pillar of retention is helping our employees to grow by achieving personal and career success.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Our key focus area is taking an enterprise-wide approach to continue building our pipeline of tomorrow’s leaders.
−Removed: Another area of employee development is our intentional culture of continuous coaching and feedback through our Impact Conversations program.
−Removed: 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.
−Removed: In 2024, all eligible employees also received a performance appraisal with feedback from their manager on their 2023 performance.
−Removed: Historically, we experience voluntary employee turnover that is consistently below industry benchmarks.
−Removed: In 2024, our overall company turnover was 12.6% and 10.0% when excluding our on-call team members.
+Added: Successful talent attraction and retention depends on a strong employer brand that reflects both a compelling employee value proposition and a healthy work-life balanced environment and unique culture.
+Added: We continue to invest in the team, technology, and storytelling that bring this culture to life and differentiate us in the market.
+Added: Our digital and social media presence, built with an employee first lens, highlights the experiences and impact of our people and strengthens our visibility as an employer of choice.
+Added: In 2025, our talent acquisition efforts reached 1.5 million unique prospects;
+Added: investments like this help us maintain a targeted pipeline of skills-based talent.
+Added: Fifteen percent of career site visitors who engaged with our blog content applied for a role, and one in five hires came through engagement features built into our career site technology.
+Added: Our programmatic hiring strategy, supported by technology driven efficiencies, continues to shorten time-to-find for new hires.
+Added: Once a new hire joins us, we engage with the employee to enable them for long-term success with a robust onboarding program, including sessions focused on our purpose and values, well-being and benefits offerings, and growth opportunities.
+Added: Regardless of their role, team, or location, all employees have opportunities to make connections and build community, including informal networking, and formal mentoring and peer connection programs.
+Added: When our employees grow, our solutions thrive.
+Added: We have tailored learning and development offerings for every stage of career, and every type of learner, ranging from experiential learning to informal learning and formal courses.
+Added: In 2025, we delivered digital and instructor-led programs to build skills in various areas, including leadership, people management, project management, consulting, business development, finance, technology, collaboration, and innovation skills.
+Added: To increase enterprise-wide access to industry-leading content, we also partnered with best-in-class providers like LinkedIn Learning, Pluralsight, Workday Learning, and Microsoft to provide our employees with self-paced digital learning programs.
+Added: Alongside bringing our AI expertise and services to clients and partners, we invest in AI training programs that empower employees to take innovative approaches to client work and day-to-day operations.
+Added: Integrating responsible AI practices, policies, and tools has delivered productivity gains, greater insights, and stronger collaboration by improving efficiency, creating a more agile work environment, and freeing up time for higher-value activities and strategic initiatives.
+Added: 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 leaders.
+Added: In 2025, we introduced a new enterprise-wide approach to continue building our pipeline of tomorrow’s leaders.
+Added: This program provides a robust, shared framework for developing leaders in their current roles and preparing highly effective leaders for future roles, in line with our business objectives.
+Added: All employees participate in our Impact Conversations program which includes an annual performance appraisal with their manager, alongside regular feedback and coaching, and career growth planning.
+Added: In addition, our anytime feedback process and recognition program empower employees to give and receive feedback from their peers, managers, and leaders at any point during the year.
+Added: Year on year, we experience voluntary employee turnover that is consistently below industry benchmarks.
+Added: In 2025, our overall company turnover was 12.9% and when excluding our on-call team members, it was 9.4%.
+Added: Our approach has earned independent recognition.
+Added: Over the past year, ICF was named to the Fortune list of America’s Most Innovative Companies;
+Added: recognized by Forbes as one of America’s Best Employers for Company Culture;
+Added: and included among the Best Companies to Work For by U.S.
+Added: News & World Report.
+Added: We were also recognized as a Best Place to Work by PRWeek and as an employer of choice across multiple categories by Newsweek.
Employee Well Being
−Removed: Our well-being and total rewards team benchmarks externally and assesses the evolving needs of our workforce, incorporating insights gathered through an employee survey.
−Removed: This approach ensures we continuously improve our offerings to reflect what employees value most.
−Removed: 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.
−Removed: 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.
−Removed: Our approach was recognized by FlexJobs.
+Added: Our well-being and total rewards team benchmarks externally and evaluates evolving workforce needs, incorporating insights from voluntary employee surveys.
+Added: This process helps ensure that our offerings align with what employees value most.
+Added: When surveyed, employees reported that the top three reasons they continue to work at ICF are the ability to work remotely, flexible work schedules, and strong relationships with co‑workers and managers.
+Added: We also conducted a survey to develop our 2026 benefits strategy.
+Added: Based on this input, we expanded mental health resources, introduced a new medical coverage carrier to improve access and manage costs, enhanced reproductive and family health support, and hosted more than 30 educational webinars.
+Added: Of those surveyed, 95% reported that ICF’s mental health offerings improved their well-being.
+Added: Our commitment to supporting employees holistically, regardless of location, reinforces our focus on fostering a resilient, engaged workforce that drives long-term success.
+Added: Recognizing this approach, FlexJobs named ICF among its Top 100 Companies to Watch.
We provide our services to U.S.
−Removed: federal and state and local governments, as well as international government clients, and we are therefore subject to certain laws and regulations.
+Added: federal and state and local governments, as well as international government clients, and we are therefore subject to a variety of 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.
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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.
−Removed: 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.
−Removed: Such events may result in the loss of revenue and profit, or the deferral of revenue and profit to later periods.
+Added: 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, which 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.
−Removed: 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 effect on our revenue, profit, and cash flows.
−Removed: 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.
+Added: We have experienced delayed funding or shutdown of many parts of the federal government, including agencies, departments, programs, and projects we support, and such events in the future could have a substantial negative effect on our revenue, profit, and cash flows.
+Added: Budget compromises that may be needed for future fiscal years may continue to be extraordinarily difficult given the complicated political environment, a closely divided Congress, an increasing federal deficit, and debt load.
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 43%, 54%, and 55% of our revenue in 2025, 2024, and 2023, respectively, from contracts with federal government clients, and approximately 24%, 21%, and 21% of our revenue from contracts with state and local governments and international governments in 2025, 2024, and 2023, respectively.
−Removed: 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 from the DOGE advisory commission.
+Added: 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, or by action of individual agencies or departments.
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.
−Removed: 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.
+Added: Pursuant to the executive orders issued by the Administration and actions by the Department of Government Efficiency (“DOGE”), we received contract terminations and temporary stop-work orders primarily in the first and second quarters of 2025.
+Added: 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 our 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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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.
−Removed: 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.
+Added: In addition, we seek to extend our services to new clients, lines of business, and select geographic locations, including outside the U.S., and capitalize on 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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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.
+Added: In addition, as we deploy AI-enabled solutions (including our proprietary ICF Fathom AI platform) and other technology-based offerings, we may face heightened risks related to performance errors, data rights, evolving regulatory requirements, and increased client scrutiny, any of which could increase costs, delay delivery, result in disputes or liability, and harm our reputation.
RISKS RELATED TO THE GOVERNMENT CONTRACTS BUSINESS
−Removed: Maintaining our client relationships and professional reputation is critical to our ability to successfully win new contracts and renew expired contracts .
−Removed: and failure to do so may inhibit our ability to secure future contracts, leading to decreased revenue and other adverse effects.
+Added: 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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However, these contract vehicles require us to compete for each delivery order and task order, rather than having a more predictable stream of activity during the term of a multi-year contract.
−Removed: 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.
+Added: In addition, we may spend considerable cost and managerial time and effort preparing bids and proposals for contracts, delivery orders or task orders that we may not win.
We may be unable to continue to obtain revenue from such contracts at current levels, or in any amount, in the future.
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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.
+Added: Further, efforts to streamline procurement or reduce spending may cause agencies to delay, reduce, or cancel planned task orders (or shift work to other contract vehicles), increase the use of more price-competitive procurement approaches at the task-order level, or increase compliance and reporting requirements, which could reduce our revenue, compress margins, and increase our costs.
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.
12 unchanged sentences
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.
−Removed: Our contracts may contain provisions that allow our clients to terminate or modify these contracts at their convenience on short notice.
−Removed: 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.
+Added: Certain contracts contain provisions that allow our clients to terminate or modify these contracts at their convenience on short notice.
+Added: When 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.
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.
−Removed: In any such event, we likely would have no right to seek lost fees or other damages.
−Removed: 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.
−Removed: 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.
+Added: In any such event, we would have no right to seek lost fees or other damages.
+Added: 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.
+Added: We have experienced clients terminating contracts on short notices, declining to exercise options under, and/or curtailing further performance under one or more of our major contracts, and additional actions could adversely affect our revenue and operating results.
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.
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This reliance on commercial clients presents certain risks and challenges.
−Removed: For example, our commercial work is heavily concentrated in industries which can be cyclical, such as:
−Removed: energy, air transportation, and environmental services.
+Added: For example, our commercial work is heavily concentrated in industries which can be cyclical, such as air transportation and environmental services.
Demand for our services from our commercial clients has historically declined when their industries have experienced downturns, and we expect a decline in demand for our services when these industries or their customer bases experience downturns in the future.
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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.
−Removed: 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.
−Removed: In addition, non-audit reviews may still be conducted on all of our government contracts, even for periods before 2015.
+Added: Federal government audits have been completed on our incurred contract costs only through 2022 and 2023 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.
PRIVACY, CYBERSECURITY, TECHNOLOGY, AND DATA PROTECTION RISKS
2 unchanged sentences
In particular, cybersecurity attacks are increasing in number and sophistication for the Company.
−Removed: 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.
+Added: We face a constant risk of cybersecurity threats, whether from (i) deliberate attacks or unintentional events, including computer viruses, attacks by computer hackers, malicious code, cyber and phishing attacks, (ii) other electronic security breaches such as unauthorized access to our and our clients’ systems, and (iii) emerging technologies, including AI, which pose increasingly harder-to-detect threats.
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.
−Removed: 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.
+Added: 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 information, 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.
We have been the target of cyberattacks in the past and expect to continue to be a target in the future.
−Removed: 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.
−Removed: Moreover, we also rely in part on third-party software and information technology vendors to run our information systems.
+Added: As these security threats continue to evolve, including through the development and use of AI and other advanced machine learning, we may be required to devote additional resources to protect against, prevent, detect, and respond to cybersecurity attacks, system disruptions, and security breaches.
+Added: Moreover, we also rely in part on third-party software and IT 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.
−Removed: 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 to our reputation.
+Added: Impermissible use, misuse, or an improper disclosure of personal data or confidential information and breaches of, or disruptions to, our IT systems or those of our third-party providers, could adversely affect our business and could result in liability and harm to our reputation.
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.
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The 2018 California Consumer Privacy Act (“CCPA”), which went into effect January 2020, imposes similar requirements.
−Removed: New privacy laws in California, Colorado, Virginia, and other states took effect in 2023, with others likely to follow.
+Added: Over the last several years, many states have enacted new privacy laws, including Delaware, New Jersey, Maryland, New Hampshire, Tennessee, Minnesota, California, Colorado, and Virginia.
+Added: More are likely to follow.
Several privacy bills have also been introduced in Congress.
9 unchanged sentences
(ii) the failure of network, software, and/or hardware systems;
−Removed: 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.
+Added: and (iii) other interruptions and failures, whether caused by us, a third-party service provider, unauthorized intruders/ hackers, computer viruses, the use of emerging technologies such as AI, natural disasters or extreme weather events, 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.
60 unchanged sentences
Authorization of dividends by the Board is subject to adherence/compliance with our Credit Facility.
−Removed: The Board may, upon taking into consideration any of the foregoing or other relevant factors, decide not to declare dividends in the future.
+Added: The Board may, upon taking into consideration any of the foregoing or other relevant factors, decide to reduce the amount of, or not 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.
24 unchanged sentences
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.
−Removed: 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.
+Added: 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 (i) be costly to satisfy, (ii) impair our ability to obtain new contracts and reduce our revenue and profit (such as by curtailing the use of services firms or increasing the use of firms with a “preferred status,” such as small businesses), or (iii) impose restrictions or prohibitions on us which may impact our business or our ability to return capital to our shareholders (such as through dividends, share repurchases, or other similar actions).
In addition to our U.S.
23 unchanged sentences
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.
+Added: Our business operations are also subject to risks related to international trade.
+Added: International trade disputes and general tensions arising from recent changes in international trade policies, including the United States’ actual and threatened imposition of new and increased tariffs against the U.K, the E.U., Canada, and other countries and such countries’ responses, have contributed to general economic uncertainty and disruptions to the U.S.
+Added: and global economies.
+Added: Tariffs and other trade restrictions could cause our clients to pause spending on discretionary projects, impact global supply chains, exacerbate inflationary pressures, or negatively affect credit markets.
+Added: As a result, we may experience increased costs that we may be unable to pass onto our clients, a reduction in the demand for our services, and harm to our pricing leverage and ability to renegotiate long-term contracts, all or any of which may damage our reputation, reduce our profits, or otherwise adversely affect our financial condition.
Presently, there is active armed conflict across the territory of Ukraine as a result of a Russian invasion.
45 unchanged sentences
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.
−Removed: 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.
+Added: 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 condition.
Cybersecurity Governance and Oversight
−Removed: 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.
+Added: Our Board, directly or through its committees, is responsible for the oversight of the Co mpany’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.
−Removed: 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.
−Removed: The CIO has decades of professional experience across various engineering, business and management roles.
−Removed: 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.
−Removed: 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.
+Added: Our Chief Information Officer (the “CIO”) and the Chief Information Security Officer (the “CISO”) have primary oversight of material risks from cybersecurity threats.
+Added: The CIO has over 30 years of professional experience across various engineering, business, and management roles and experience leading implementation of various IT infrastructure and systems.
+Added: Our CISO has over 20 years of specific cybersecurity experience and is responsible for maintaining compliance with applicable security requirements.
+Added: They have a combined tenure of several 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.
6 unchanged sentences
As of December 31, 2025, we had leases in place for approximately 814,808 square feet of office space in more than 60 office locations throughout the U.S.
−Removed: and around the world, with various lease terms expiring over the next fourteen years.
+Added: and around the world, with various lease terms expiring over the next thirteen 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.