PARSONS CORP 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management carried out, as of December 31, 2021, with the participation of our Chief Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining for the Company adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Management, with the participation of its Chair and Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 based on the framework established in “Internal Control—Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021. 82 The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, which audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K , also audited the effectiveness of our internal control over financial reporting as of December 31, 202 1 , as stated in their audit report included in this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, that occurred during the quarter ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. On February 18, 2022, in recognition of Mr. Charles L. Harrington’s (executive chair and former chief executive officer) years of service to the Company and in consideration of Mr. Harrington’s execution of a non-compete agreement with the Company effective upon his retirement on April 14, 2022, the Compensation and Management Development Committee of the board of directors unanimously approved the following: 1. To accelerate 17,398 of Mr. Harrington’s unvested FY20 Restricted Stock Unit (RSU) Grant effective April 14, 2022; and 2. For Mr. Harrington to be eligible to receive 60,889 shares at target of his unvested FY20-22 Performance Stock Unit (PSU) Grant, the receipt of, and the actual shares realized of which, are to be determined in March 2023 based upon actual performance metrics achieved by the Company and approved by the Compensation and Management Development Committee of the board of directors. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None 83 PART III Item 10. Directors, Executive Officers and Corporate Governance. Information related to our directors will be set forth under the caption “Proposal 1: Election of Directors” of our Proxy Statement for our Annual Meeting of Stockholders in 2022 (the “2022 Proxy Statement”). Such information is incorporated herein by reference. Information relating to our Executive Officers is included in Part I of this Annual Report under the caption “Executive Officers.” Information relating to compliance with Section 16(a) of the Exchange Act will be set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” of our 2022 Proxy Statement. Such information is incorporated herein by reference. Information related to our code of ethics will be set forth under the caption “Corporate Governance and General Information Concerning the Board of Directors and its Committees” of our 2022 Proxy Statement. Such information is incorporated herein by reference. Information relating to the Audit Committee and Board of Directors determinations concerning whether a member of the Audit Committee is a “financial expert” as that term is defined under Item 407(d)(5) of Regulation S-K will be set forth under the caption “Corporate Governance and General Information Concerning the Board of Directors and its Committees” of our 2022 Proxy Statement. Such information is incorporated herein by reference. Item 11. Executive Compensation. Information relating to this item will be set forth under the captions “Compensation Discussion and Analysis,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report on Executive Compensation” of our 2022 Proxy Statement. Such information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information relating to the security ownership of certain beneficial owners and management will be included in our 2022 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information relating to this item will be set forth under the captions “Certain Relationships and Related Party Transactions” and “Corporate Governance and General Information Concerning the Board of Directors and its Committees” of our 2022 Proxy Statement. Such information is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. Information relating to this item will be set forth under the caption “Independent Registered Public Accounting Firm Fees” of our 2022 Proxy Statement. Such information is incorporated herein by reference. 84 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) List the following documents filed as a part of the report: (1) The Company’s Consolidated Financial Statements at December 31, 2021 and December 31, 2020 and for each of the three years in the period ended December 31, 2021, and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements, are hereby filed as part of this report, beginning on page F-1. (2) Valuation & Qualifying Accounts for each of the three years in the period ended December 31, 2021 are hereby filed as part of this report on page F-57. (3) See Exhibit Index below. Item 16. Form 10-K Summary None. 85 Exhibit Index Exhibit Number Description 3.1# Amended and Restated Certificate of Incorporation of Parsons Corporation . 3.2# Amended and Restated Bylaws of Parsons Corporation . 4.1# Description of Capital Stock of Parsons Corporation. 4.2# Indenture, dated as of August 20, 2020, between Parsons Corporation and U.S. Bank National Association. 10.1# 2012 Amendment and Restatement of Parsons Employee Stock Ownership Plan (including all amendments to date), currently in effect . 10.2# 2019 Amendment and Restatement of Parsons Employee Stock Ownership Plan . 10.3# First Amendment to the 2019 Amendment and Restatement of Parsons Employee Stock Ownership Plan, effective January 1, 2020 10.4# Second Amendment to the 2019 Amendment and Restatement of Parsons Employee Stock Ownership Plan, effective May 8, 2019. 10.5# Parsons Corporation Employee Stock Ownership Trust Agreement, effective as of December 31, 2005 . 10.6#+ Parsons Corporation Restricted Award Plan . 10.7#+ Form of Restricted Award Units agreement under the Parsons Corporation Restricted Award Plan . 10.8#+ Parsons Corporation Annual Incentive Plan dated January 1, 2020 . 10.9#+ Parsons Corporation Annual Incentive Plan Amended as of October 19, 2020. 10.10*+ Parsons Corporation Annual Incentive Plan Amendment dated January 1, 2021. 10.11#+ Parsons Corporation Shareholder Value Plan . 10.12#+ Parsons Corporation Long Term Growth Plan . 10.13#+ Parsons Corporation Share Value Retirement Plan . 10.14#+ Parsons Corporation Incentive Award Plan . 10.15#+ Form of Restricted Stock Unit Agreement under the Parsons Corporation Incentive Award Plan. 10.16#+ Third Amendment to the 2019 Amendment and Restatement of Parsons Employee Stock Ownership Plan, effective January 1, 2021. 10.17#+ Form of Restricted Stock Unit Agreement under the Parsons Corporation Incentive Award Plan (for Non-Employee Director Awards commencing in 2020). 10.18#+ Form of Restricted Stock Unit Agreement under the Parsons Corporation Incentive Award Plan (for Non-Employee Director Fee Deferral Awards commencing in 2020) . 10.19#+ Form of Restricted Stock Unit Agreement under the Parsons Corporation Incentive Award Plan (for Non-Employee Director Awards in 2019). 10.20#+ Parsons Corporation Non-Employee Director Compensation Policy (as amended effective April 21, 2020). 10.21#+ Fee Deferral Plan for Outside Directors of the Parsons Corporation . 10.22#+ Parsons Corporation Employee Stock Purchase Plan. 10.23*+ Parsons Corporation Prospectus to Employee Stock Purchase Plan dated November 1, 2021. 10.24*+ Parsons Corporation Employee Stock Purchase Plan Special Offering Period dated November 1, 2021. 10.25*+ Parsons Corporation Employee Stock Purchase Plan List of Participating Companies. 10.26#+ Supplemental Executive Retirement Plan dated January 1, 1997 . 86 10. 2 7 # + First Amendment to the SERP effective January 1, 2020 . 10.28*+ Change in Control Severance Agreement, dated August 6, 2021, by and between Parsons Corporation and Carey Smith . 10.29*+ Change in Control Severance Agreement, dated August 9, 2021, by and between Parsons Corporation and Charles L. Harrington. 10.30*+ Change in Control Severance Agreement, dated August 6, 2021, by and between Parsons Corporation and George Ball 10.31*+ Change in Control Severance Agreement, dated August 6, 2021, by and between Parsons Corporation and Michael Kolloway . 10.32*+ Change in Control Severance Agreement, dated August 6, 2021, by and between Parsons Corporation and David Spille . 10.33*+ Change in Control Severance Agreement, dated October 6, 2021, by and between Parsons Corporation and Matthew Ofilos . 10.34#+ Form of Equity Award Amendment Letter Agreement, dated August 10, 2020, by and between Parsons Corporation and George L. Ball . 10.35#+ Form of Equity Award Amendment Letter Agreement, dated August 10, 2020, by and between Parsons Corporation and Charles L. Harrington. 10.36#+ Form of Equity Award Amendment Letter Agreement, dated August 10, 2020, by and between Parsons Corporation and Carey A. Smith . 10.37#+ Form of Equity Award Amendment Letter Agreement, dated August 10, 2020, by and between Parsons Corporation and Michael R. Kolloway. 10.38#+ Form of Equity Award Amendment Letter Agreement, dated August 10, 2020, by and between Parsons Corporation and Debra Fiori. 10.39*+ Form of Performance Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and Carey A. Smith . 10.40*+ Form of Restricted Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and Carey A. Smith . 10.41*+ Form of Performance Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and Charles L. Harrington . 10.42*+ Form of Restricted Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and Charles L. Harrington . 10.43*+ Form of Performance Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and George Ball . 10.44*+ Form of Restricted Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and George Ball . 10.45*+ Form of Performance Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and Michael R. Kolloway . 10.46*+ Form of Restricted Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and Michael R. Kolloway . 10.47*+ Form of Performance Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and David Spille . 10.48*+ Form of Restricted Stock Unit Award Amendment, dated July 19, 2021, by and between Parsons Corporation and David Spille . 10.49# Note Purchase Agreement, dated as of May 9, 2014, among Parsons Corporation and the purchasers party thereto, and the forms of Senior Notes . 87 10. 50 # Subsidiary Guaranty, dated as of July 1, 2014, by each of Parsons Constructors Inc., Parsons Engineering of New York, Inc., Parsons Environment & Infrastructure Group Inc., Parsons Government Services Inc., Parsons Government Services International Inc., Parsons International Limited, Parsons Technical Services Inc., Parsons Transportation Group Inc., Parsons Water & Infrastructure Inc., PTSI Managed Services Inc., Parsons RCI Inc. and each entity that may from time to time become a Guarantor thereunder . 10.51# First Amendment to the Note Purchase Agreement, dated as of August 10, 2018, by and between Parsons Corporation and the purchasers party thereto . 10.52# Fifth Amended and Restated Credit Agreement, dated as of November 15, 2017, by and among Parsons Corporation, the lenders from time to time party thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent, swing line bank and co-lead arranger, Wells Fargo Bank, National Association, as syndication agent, The Bank of Nova Scotia, JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as documentation agents, and Wells Fargo Securities, LLC, as co-lead arranger . 10.53# First Amendment to the Fifth Amended and Restated Credit Agreement, dated as of January 4, 2019, by and among Parsons Corporation, the Banks party thereto and MUFG Bank Ltd, as administrative agent . 10.54# Credit Agreement dated June 25, 2021, among Parsons Corporation, the Guarantors, the Lenders, and Bank of America, N.A., as Administrative Agent, Swingline Lender, and an L/C Issuer. 10.55# Term Loan Agreement, dated as of January 4, 2019, among Parsons Corporation, MUFG Union Bank, N.A., as administrative agent, The Bank of Nova Scotia, as syndication agent, the other financial institutions party thereto and MUFG Union Bank, N.A. and The Bank of Nova Scotia, as co-lead arrangers . 10.56# Form of Employee Stockownership Trust Agreement, dated as of June 8, 2020, by and between Parsons Corporation and Newport Trust Company. 10.57# Form of Registration Rights Agreement by and between Parsons Corporation and Newport Trust Company. 10.58# Form of Fifth Amendment to the Parsons Corporation Retirement Savings Plan. 10.59#+ Form of Fourth Amendment to the 2019 Amendment and Restatement of Parsons Employee Stock Ownership Plan, effective March 1, 2021. 10.60*+ Fourth Amendment to the Parsons Employee Stock Ownership Plan 2019 Amendment and Restatement, effective March 1, 2021. 10.61#+ Form of Indemnification Agreement between Parsons Corporation and certain of its directors and officers . 10.62*+ Form of Transition Agreement, dated February 2022, by and between Parsons Corporation and Charles L. Harrington. 21.1* List of Subsidiaries of the Registrant. 23.1* Consent of PricewaterhouseCoopers LLP . 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 88 101* The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. 104* Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101 ). * Filed herewith. # Previously filed. + Indicates a management contract or compensatory plan or arrangement. 89 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Company Name Date: February 23, 2022 By: /s/ Carey A. Smith Carey A. Smith Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Carey A. Smith Chief Executive Officer and Director February 23, 2022 Carey A. Smith (Principal Executive Officer) /s/ George L. Ball Chief Financial Officer February 23, 2022 George L. Ball (Principal Financial and Accounting Officer) /s/ Charles L. Harrington Director February 23, 2022 Charles L. Harrington /s/ Mark K. Holdsworth Director February 23, 2022 Mark K. Holdsworth /s/ Steven F. Leer Director February 23, 2022 Steven F. Leer /s/ Letitia A. Long Director February 23, 2022 Letitia A. Long /s/ Darren W. McDew Director February 23, 2022 Darren W. McDew /s/ James F. McGovern Director February 23, 2022 James F. McGovern /s/ Harry T. McMahon Director February 23, 2022 Harry T. McMahon /s/ M. Christian Mitchell Director February 23, 2022 M. Christian Mitchell /s/ Suzanne M. Vautrinot Director February 23, 2022 Suzanne M. Vautrinot /s/ David C. Wajsgras Director February 23, 2022 David C. Wajsgras 90 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F-2 Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 F-6 Consolidated Statements of Income for the Years ended December 31, 2021, December 31, 2020 and December 31, 2019 F-7 Consolidated Statements of Comprehensive Income for the Years ended December 31, 2021, December 31, 2020 and December 31, 2019 F-8 Consolidated Statements of Changes in Redeemable Common Stock and Shareholders’ Equity (Deficit) for the Years ended December 31, 2021, December 31, 2020 and December 31, 2019 F-9 Consolidated Statements of Cash Flows for the Years ended December 31, 2021, December 31, 2020 and December 31, 2019 F-10 Notes to Consolidated Financial Statements F-11 F-1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Parsons Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Parsons Corporation and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income, of comprehensive income, of changes in redeemable common stock and shareholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Changes in Accounting Principles As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments and contracts in an entity’s own equity in 2021 and the manner in which it accounts for leases in 2019. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting , included in the Management's Annual Report on Internal Control Over Financial Reporting appearing under Item 9A . Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits i n accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing F-2 such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue Recognition – Determination of Estimated Contract Cost and Variable Consideration related to Estimated Claims Revenue for Fixed-Price Contracts Recognized Over Time As described in Notes 2 and 4 to the consolidated financial statements, revenue is derived from long-term contracts with customers whereby the Company provides planning, design, engineering, technical, and construction and program management services. The Company enters into cost-plus, time-and-materials, and fixed-price contracts with its customers. Fixed-price contract revenue recognized was $1.0 billion for the year ended December 31, 2021, which accounts for approximately 26% of the Company’s total consolidated revenue. Fixed-price contract revenue is recognized over time using an input measure (i.e., costs incurred to date relative to total estimated costs at completion) to measure progress. Under the cost-to-cost measure of progress method, the extent of progress towards completion is measured based on the ratio of total costs incurred to-date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Management includes variable consideration, such as claims revenue, in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Contract costs consist of direct costs on contracts, including labor and materials, amounts payable to subcontractors, direct overhead costs and equipment expense (primarily depreciation, fuel, maintenance and repairs). Changes to estimated contract costs, either due to unexpected events or revisions to management’s initial estimates, for a given project are recognized in the period in which they are determined. Recognition of profit on long-term contracts requires the use of assumptions and estimates related to total contract revenue and in particular estimated claims revenue, total estimated cost at completion, and the measurement of progress towards completion. Management’s estimates are continually evaluated as work progresses and are revised when necessary. F-3 The principal considerations for our determination that performing procedures relating to revenue recognition, specifically the determination of estimated contract cost and variable consideration related to estimated claims revenue for fixed-price contracts recognized over time is a critical audit matter are (i) the significant judgment by management in determining the estimated contract cost and variable consideration related to estimated claims revenue for fixed-price contracts; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence for the estimated contract cost and variable consideration related to estimated claims revenue for fixed-price contracts recognized over time. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the determination of estimated contract cost and variable consideration related to estimated claims revenue for fixed-price contracts recognized over time. These procedures also included, among others, for a selection of fixed-price contracts, (i) evaluating and testing management’s process for determining the estimated contract cost and variable consideration related to estimated claims revenue, which included testing of contracts and other documents related to the estimates, and testing of underlying incurred and estimated contract costs; (ii) assessing management’s ability to reasonably estimate total contract costs by performing a comparison of the actual estimated contract cost as compared with prior period estimates, including evaluating the timely identification of circumstances that may warrant a modification to the estimated contract cost; and (iii) evaluating estimated claims revenue by inquiry with external legal counsel regarding the underlying claim and agreeing estimated claims revenue to documents related to those estimates. Acquisition of BlackHorse Solutions, Inc. - V aluation of the C ustomer R elationships Int angible Asset As described in Notes 2 and 3 to the consolidated financial statements, on July 6, 2021, the Company acquired a 100% ownership interest in BlackHorse Solutions, Inc. (“BlackHorse”), a privately-owned company, for $205.0 million which resulted in $64.0 million of intangible assets being recorded, of which, $39.0 million related to a customer relationships intangible asset. Management accounts for business combinations using the acquisition method, under which the purchase price of an acquired company is allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets acquired and liabilities assumed requires management to make estimates and use valuation techniques when a market value is not readily available. Management’s determination of the fair value of the intangible assets acquired involved the use of significant estimates and assumptions related to discount rates, revenue growth rates, projected margins, and customer revenue attrition rates . The principal considerations for our determination that performing procedures relating to the valuation of the customer relationships intangible asset acquired in the acquisition of BlackHorse is a critical audit matter are (i) the significant judgment by management when determining the fair value of the customer relationships intangible asset acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rates, revenue growth rates, projected margins, and the customer revenue attrition rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statem ents. These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over the significant assumptions used in management’s valuation of the customer relationships intangible asset. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for determining the fair value of the customer relationships intangible asset; (iii) evaluating the appropriateness of the valuation technique; (iv) testing the completeness and accuracy of the underlying data used in the valuation technique; and (v) evaluating the reasonableness of significant assumptions related to the discount rates, revenue growth rates, projected margins, and the customer revenue attrition rate. Evaluating the reasonableness of management’s significant assumptions related to the revenue growth rates and projected margins involved considering (i) the current and past performance of the acquired business; (ii) the consistency with external market and industry data; and (iii) whether these assumptions F-4 were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of management’s valuation technique and (ii) the reasonableness of the discount rate and customer revenue attrition rate significant assumptions . /s/ PricewaterhouseCoopers LLP Los Angeles, California February 23, 2022 We have served as the Company’s auditor since at least 1969. We have not been able to determine the specific year we began serving as the auditor of the Company. F-5 Parsons Corporation and Subsidiaries Consolidated Balance Sheets (in thousands, except shares and par value) December 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents (including $ 78,514 and $ 75,220 Cash of consolidated joint ventures) $ 342,608 $ 483,609 Restricted cash and investments 1,275 3,606 Accounts receivable, net (including $ 140,266 and $ 190,643 Accounts receivable of consolidated joint ventures, net) 598,311 698,578 Contract assets (including $ 8,779 and $ 23,498 Contract assets of consolidated joint ventures) 579,216 576,568 Prepaid expenses and other current assets (including $ 18,783 and $ 3,045 Prepaid expenses and other current assets of consolidated joint ventures) 110,941 80,769 Total current assets 1,632,351 1,843,130 Property and equipment, net (including $ 1,721 and $ 2,629 Property and equipment of consolidated joint ventures, net) 104,196 121,027 Right of use assets, operating leases 182,672 210,398 Goodwill 1,412,690 1,261,978 Investments in and advances to unconsolidated joint ventures 110,688 68,975 Intangible assets, net 207,821 245,958 Deferred tax assets 134,393 130,200 Other noncurrent assets 46,129 56,038 Total assets $ 3,830,940 $ 3,937,704 Liabilities and Shareholders' Equity Current liabilities: Accounts payable (including $ 78,558 and $ 97,810 Accounts payable of consolidated joint ventures) $ 196,286 $ 225,679 Accrued expenses and other current liabilities (including $ 82,746 and $ 68,801 Accrued expenses and other current liabilities of consolidated joint ventures) 599,089 650,753 Contract liabilities (including $ 14,333 and $ 33,922 Contract liabilities of consolidated joint ventures) 171,671 201,864 Short-term lease liabilities, operating leases 55,902 54,133 Income taxes payable 7,836 4,980 Short-term debt - 50,000 Total current liabilities 1,030,784 1,187,409 Long-term employee incentives 15,997 21,828 Long-term debt 591,922 539,998 Long-term lease liabilities, operating leases 148,893 182,467 Deferred tax liabilities 11,400 12,285 Other long-term liabilities 94,832 132,300 Total liabilities 1,893,828 2,076,287 Contingencies (Note 15) Shareholders' equity: Common stock, $ 1 par value; authorized 1,000,000,000 shares; 146,276,880 and 146,609,288 shares issued; 33,331,494 and 25,719,350 public shares outstanding; 70,328,237 and 76,641,312 ESOP shares outstanding 146,277 146,609 Treasury stock, 42,617,149 shares at cost ( 867,391 ) ( 899,328 ) Additional paid-in capital 2,684,979 2,700,925 Accumulated deficit ( 53,529 ) ( 120,569 ) Accumulated other comprehensive loss ( 9,568 ) ( 13,865 ) Total Parsons Corporation shareholders' equity 1,900,768 1,813,772 Noncontrolling interests 36,344 47,645 Total shareholders' equity 1,937,112 1,861,417 Total liabilities and shareholders' equity $ 3,830,940 $ 3,937,704 The accompanying notes are an integral part of these consolidated financial statements. F-6 Parsons Corporation and Subsidiaries Consolidated Statements of Income Years Ended December 31, 2021, December 31, 2020 and December 31, 2019 (in thousands, except for per share data) 2021 2020 2019 Revenue $ 3,660,771 $ 3,918,946 $ 3,954,812 Direct cost of contracts 2,807,950 3,042,087 3,123,062 Equity in earnings of unconsolidated joint ventures 36,862 30,059 41,721 Selling, general and administrative expenses 757,237 729,103 781,408 Operating income 132,446 177,815 92,063 Interest income 396 787 1,300 Interest expense ( 17,697 ) ( 20,956 ) ( 23,729 ) Other income (expense), net ( 2,557 ) 3,767 ( 2,392 ) Total other (expense) income ( 19,858 ) ( 16,402 ) ( 24,821 ) Income before income tax expense 112,588 161,413 67,242 Income tax (expense) benefit ( 23,636 ) ( 42,492 ) 69,886 Net income including noncontrolling interests 88,952 118,921 137,128 Net income attributable to noncontrolling interests ( 24,880 ) ( 20,380 ) ( 16,594 ) Net income attributable to Parsons Corporation $ 64,072 $ 98,541 $ 120,534 Earnings per share: Basic earnings per share $ 0.62 $ 0.98 $ 1.30 Diluted earnings per share $ 0.59 $ 0.97 $ 1.30 The accompanying notes are an integral part of these consolidated financial statements. F-7 Parsons Corporation and Subsidiaries Consolidated Statements of Comprehensive Income Years Ended December 31, 2021, December 31, 2020 and December 31, 2019 (in thousands) 2021 2020 2019 Net income including noncontrolling interests $ 88,952 $ 118,921 $ 137,128 Other comprehensive income (loss), net of tax Foreign currency translation adjustment, net of tax 3,834 484 8,418 Pension adjustments, net of tax 460 ( 88 ) 281 Comprehensive income including noncontrolling interests, net of tax 93,246 119,317 145,827 Comprehensive income attributable to noncontrolling interests, net of tax ( 24,877 ) ( 20,380 ) ( 16,597 ) Comprehensive income attributable to Parsons Corporation, net of tax $ 68,369 $ 98,937 $ 129,230 The accompanying notes are an integral part of these consolidated financial statements. F-8 Parsons Corporation and Subsidiaries Consolidated Statements of Changes in Redeemable Common Stock and Shareholders’ Equity (Deficit) Years Ended December 31, 2021, December 31, 2020 and December 31, 2019 (in thousands) Redeemable Common Stock Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Parsons Equity (Deficit) Noncontrolling Interests Total Balances at December 31, 2018 $ 1,876,309 $ — $ ( 957,025 ) $ — $ 12,445 $ ( 22,957 ) $ ( 967,537 ) $ 46,461 $ ( 921,076 ) Comprehensive income Net income — — — — 120,534 - 120,534 16,594 137,128 Foreign currency translation gain — — — — — 8,415 8,415 3 8,418 Pension adjustments — — — — — 281 281 — 281 ASC 842 transition adjustment — — — — 52,608 — 52,608 — 52,608 Purchase of treasury stock ( 6,219 ) — ( 6,272 ) - 6,219 — ( 53 ) — ( 53 ) Contributions of treasury stock to ESOP — — 29,057 24,587 — — 53,644 — 53,644 Contributions — — — — — — — 10,093 10,093 Distributions — — — — — — — ( 42,285 ) ( 42,285 ) Dividend paid — — — — ( 52,093 ) — ( 52,093 ) — ( 52,093 ) Stock-based compensation — — — 8,272 — — 8,272 — 8,272 Issuance of equity securities, net of retirements — 47 — ( 999 ) ( 197 ) — ( 1,149 ) — ( 1,149 ) Conversion of S-Corp to C-Corp 25,877 — — — ( 25,877 ) — ( 25,877 ) — ( 25,877 ) IPO proceeds, net — 21,296 — 515,582 — — 536,878 — 536,878 ESOP shares at redemption value 857,559 — — ( 525,895 ) ( 331,664 ) — ( 857,559 ) — ( 857,559 ) Temporary to permanent equity end of lock-up period ( 2,753,526 ) 125,098 — 2,628,428 - — 2,753,526 — 2,753,526 Balances at December 31, 2019 $ — $ 146,441 $ ( 934,240 ) $ 2,649,975 $ ( 218,025 ) $ ( 14,261 ) $ 1,629,890 $ 30,866 $ 1,660,756 Comprehensive income Net income — — — — 98,541 - 98,541 20,380 118,921 Foreign currency translation gain, net — — — — — 484 484 — 484 Pension adjustments, net — — — — — ( 88 ) ( 88 ) — ( 88 ) Adoption of ASU 2016-13 — — — — ( 1,000 ) — ( 1,000 ) — ( 1,000 ) Contributions of treasury stock to ESOP - — 34,912 20,010 - — 54,922 — 54,922 Contributions — — - - — — - 2,215 2,215 Distributions — — — — — — — ( 5,816 ) ( 5,816 ) Issuance of equity securities, net of retirement — 168 — 2,957 ( 85 ) — 3,040 - 3,040 Equity component value of convertible note issuance — — — 53,552 - — 53,552 — 53,552 Purchase of convertible note hedge — — — ( 54,611 ) — — ( 54,611 ) — ( 54,611 ) Sale of common stock warrants — - — 13,808 — — 13,808 — 13,808 Stock-based compensation - — — 15,234 - — 15,234 — 15,234 Balances at December 31, 2020 $ — $ 146,609 $ ( 899,328 ) $ 2,700,925 $ ( 120,569 ) $ ( 13,865 ) $ 1,813,772 $ 47,645 $ 1,861,417 Comprehensive income Net income — — — — 64,072 — 64,072 24,880 88,952 Foreign currency translation gain (loss), net — — — — — 3,837 3,837 ( 3 ) 3,834 Pension adjustments, net — — — — — 460 460 — 460 Contributions of treasury stock to ESOP — — 31,937 22,064 — — 54,001 — 54,001 Adoption of ASU 2020-06 — — — ( 40,002 ) 2,782 — ( 37,220 ) — ( 37,220 ) Contributions — — — — — — — 1,754 1,754 Distributions — — — — — — — ( 37,932 ) ( 37,932 ) Issuance of equity securities, net of retirement — 287 — 2,887 186 — 3,360 — 3,360 Repurchases of common stock — ( 619 ) — ( 21,082 ) — — ( 21,701 ) — ( 21,701 ) Stock-based compensation — — — 20,187 — — 20,187 — 20,187 Balances at December 31, 2021 $ — $ 146,277 $ ( 867,391 ) $ 2,684,979 $ ( 53,529 ) $ ( 9,568 ) $ 1,900,768 $ 36,344 $ 1,937,112 The accompanying notes are an integral part of these consolidated financial statements. F-9 Parsons Corporation and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, 2021, December 31, 2020 and December 31, 2019 (in thousands) 2021 2020 2019 Cash flows from operating activities Net income including noncontrolling interests $ 88,952 $ 118,921 $ 137,128 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 144,209 127,980 125,700 Amortization of debt issue costs 2,817 1,356 973 Amortization of convertible notes discount — 3,831 — Loss on disposal of property and equipment 338 116 1,042 Provision for doubtful accounts 8 ( 1,503 ) 290 Deferred taxes ( 3,468 ) 1,271 ( 123,338 ) Foreign currency transaction gains and losses 4,916 ( 493 ) 4,472 Equity in earnings of unconsolidated joint ventures ( 36,862 ) ( 30,059 ) ( 41,721 ) Return on investments in unconsolidated joint ventures 24,494 41,457 51,077 Stock-based compensation 20,187 15,234 8,272 Contributions of treasury stock 54,905 55,327 53,644 Changes in assets and liabilities, net of acquisitions and newly consolidated joint ventures Accounts receivable 99,894 ( 8,623 ) ( 30,206 ) Contract assets 1,494 9,243 ( 49,999 ) Prepaid expenses and other assets ( 18,798 ) 11,494 ( 22,110 ) Accounts payable ( 31,766 ) 1,494 ( 17,123 ) Accrued expenses and other current liabilities ( 74,683 ) 3,405 78,366 Contract liabilities ( 30,407 ) ( 29,674 ) 20,146 Income taxes 2,878 ( 3,080 ) ( 5,421 ) Other long-term liabilities ( 43,534 ) ( 28,536 ) 29,048 Net cash provided by operating activities 205,574 289,161 220,240 Cash flows from investing activities Capital expenditures ( 21,105 ) ( 34,036 ) ( 67,597 ) Proceeds from sale of property and equipment 1,329 1,546 3,789 Payments for acquisitions, net of cash acquired ( 198,256 ) ( 302,894 ) ( 494,826 ) Investments in unconsolidated joint ventures ( 38,459 ) ( 11,038 ) ( 24,579 ) Return of investments in unconsolidated joint ventures 772 53 12,410 Proceeds from sales of investments in unconsolidated joint ventures 14,812 — — Net cash used in investing activities ( 240,907 ) ( 346,369 ) ( 570,803 ) Cash flows from financing activities Proceeds from borrowings — 212,900 597,200 Repayments of borrowings ( 50,000 ) ( 212,900 ) ( 777,200 ) Payments for debt costs and credit agreement ( 1,937 ) — ( 286 ) Proceeds from issuance of convertible notes — 400,000 — Payments for purchase of bond hedges — ( 54,968 ) — Proceeds from issuance of warrants — 13,808 — Transaction costs paid in connection with convertible notes issuance — ( 10,250 ) — Contributions by noncontrolling interests 1,754 2,215 10,093 Distributions to noncontrolling interests ( 37,932 ) ( 5,816 ) ( 42,285 ) Repurchases of common stock ( 21,701 ) — ( 6,272 ) Taxes paid on vested stock ( 2,242 ) ( 1,149 ) — Proceeds from issuance of common stock 5,555 4,386 536,879 Dividend paid — — ( 52,093 ) Net cash provided by financing activities ( 106,503 ) 348,226 266,036 Effect of exchange rate changes ( 1,496 ) 823 ( 1,294 ) Net increase (decrease) in cash, cash equivalents and restricted cash ( 143,332 ) 291,841 ( 85,821 ) Cash, cash equivalents and restricted cash Beginning of year 487,215 195,374 281,195 End of year $ 343,883 $ 487,215 $ 195,374 Cash paid during the year for Interest $ 14,993 $ 14,207 $ 23,254 Income taxes (net of refunds) 22,461 55,354 60,477 The accompanying notes are an integral part of these consolidated financial statements. F-10 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 1. Description of Operations Organization Parsons Corporation, a Delaware corporation, and its subsidiaries (collectively, the “Company”) provide sophisticated design, engineering and technical services, and smart and agile software to the United States federal government and Critical Infrastructure customers worldwide. The Company performs work in various foreign countries through local subsidiaries, joint ventures and foreign offices maintained to carry out specific projects. Initial Public Offering On May 8, 2019, the Company consummated its initial public offering (“IPO”) whereby the Company sold 18,518,500 shares of common stock for $ 27.00 per share. The underwriters exercised their share option on May 14, 2019 to purchase an additional 2,777,775 shares at the share price of $ 25.515 which was the IPO share price of $27.00 less the underwriting discount of $ 1.485 per share. The net proceeds of the IPO and the underwriters’ share option were $ 536.9 million, after deducting underwriting discounts and other fees, and were used to fund an IPO dividend of $ 52.1 million, repay the outstanding balance of $ 150.0 million under our Term Loan, and repay outstanding indebtedness under our Revolving Credit Facility. Stock Dividend On April 15, 2019 , the board of directors of the Company declared a common stock dividend in a ratio of two shares of common stock for every one share of common stock then held by the Company’s stockholder (the “Stock Dividend”). The record date of this common Stock Dividend was May 7, 2019 , the day immediately prior to the consummation of the Company’s IPO on May 8, 2019, and the payment date of the Stock Dividend was May 8, 2019 . Purchasers of the Company’s common stock in the Company’s public offering were not entitled to receive any portion of the Stock Dividend. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Parsons Corporation and its subsidiaries and affiliates which it controls. Interests in joint ventures that are controlled by the Company, or for which the Company is otherwise deemed to be the primary beneficiary, are consolidated. For joint ventures in which the Company does not have a controlling interest, but exerts significant influence, the Company applies the equity method of accounting. Intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. The Company’s most significant estimates and judgments involve revenue recognition with respect to the determination of the costs to complete contracts and transaction price; determination of self-insurance reserves; useful lives of F-11 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 property and equipment and intangible assets; valuation of deferred income tax assets and uncertain tax positions, among others. ESOP The Company maintains a non-leveraged ESOP for eligible employees, for which the Company contributes shares of its own stock to the ESOP trust each year. Throughout the year, as employee services are rendered, the Company records compensation expense based on salaries of eligible employees. At each reporting period, the shares held within the ESOP or committed to be contributed to the ESOP are adjusted to their redemption value through an offsetting charge or credit to accumulated deficit. Treasury Stock The Company records treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. The Company records the reissuance of treasury stock using the first-in, first-out method of accounting. Contributions of 1,631,477 shares, 1,522,381 shares, and 1,345,198 shares of common stock were made to the ESOP in 2021, 2020 and 2019, respectively. In 2019, the Company repurchased 191,331 shares of common stock from the ESOP in connection with the redemption of ESOP participants’ interests in the ESOP for $ 6.3 million. Subsequent to November 3, 2019 when the 180-day lock-up period ended, repurchases are no longer required for ESOP redemptions. In 2020, the Company did not repurchase any shares of common stock. Share Repurchases During the third quarter of 2021, the Company’s Board of Directors authorized the Company to acquire a number of shares of Common Stock having an aggregate market value of not greater than $ 100,000,000 from time to time. Repurchased shares of common stock are retired and included in “Repurchases of common stock” in cash flows from financing activities in the Consolidated Statements of Cash Flows. Earnings per Share Basic earnings per common share (“EPS”) is calculated by dividing Net income by the weighted average number of common shares outstanding during the year. Diluted earnings per common share is calculated using the if-converted method by dividing adjusted net income by adjusted weighted average outstanding shares, assuming conversion of all potentially dilutive securities. Upon contribution to the ESOP, the shares become outstanding and are included within the earnings per share computations. Revenue Recognition In accordance with ASC 606, the Company follows the five-step process in ASC 606 to recognize revenue: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue Contracts —Revenue is derived from long-term contracts with customers whereby the Company provides planning, design, engineering, technical, and construction and program management services. The Company has contracts with the United States federal government that contain provisions requiring compliance with the United States Federal Acquisition Regulation (“FAR”) and the United States Cost Accounting Standards (“CAS”). These regulations are generally applicable to all of the Company’s federal government contracts and are partially or fully incorporated in some local and state agency contracts. F-12 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Most of the Company’s federal government contracts are subject to termination at the convenience of the client. These contracts typically provide for reimbursement of costs incurred and payment of fees earned through the date of such termination. The Company enters into the following types of contracts with its customers: Cost-Plus—Under cost-plus contracts, the Company is reimbursed for allowable or otherwise defined costs incurred, plus a fee. The contracts may also include incentives for various performance criteria, including quality, timeliness, safety and cost-effectiveness. In addition, costs are generally subject to review by clients and regulatory audit agencies, and such reviews could result in costs being disputed as non-reimbursable under the terms of the contract. Time-and-Materials—Under time-and-materials contracts, hourly billing rates are negotiated and charged to clients based on the actual time spent on a project. In certain cases, these contracts may be subject to maximum contract values. In addition, clients reimburse actual out-of-pocket costs for materials and other direct incidental expenditures that are incurred in connection with the performance under the contract. Fixed-Price—The Company enters into two types of fixed-price contracts: firm fixed-price (“FFP”) and fixed-price per unit (“FPPU”). Under FFP contracts, clients pay an agreed fixed-amount negotiated in advance for a specified scope of work. Contract Costs —Contract costs consist of direct costs on contracts, including labor and materials, amounts payable to subcontractors, direct overhead costs and equipment expense (primarily depreciation, fuel, maintenance and repairs). All contract costs are recorded as incurred. Changes to estimated contract costs, either due to unexpected events or revisions to management’s initial estimates, for a given project are recognized in the period in which they are determined. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client, generate or enhance resources that will be used in satisfying performance obligations in the future and directly relate to an existing or anticipated contract. Costs to mobilize equipment and labor to a job site, prior to substantive work beginning (“mobilization costs”) are capitalized as incurred and amortized over the expected duration of the contract. Additionally, the Company may incur incremental costs to obtain certain contracts, such as selling and market costs, bid and proposal costs, sales commissions, and legal fees, certain of which can be capitalized if they are recoverable under the contract. Capitalized contract costs are included in other current assets on the consolidated balance sheets and were not material as of December 31, 2021 and December 31, 2020. Performance Obligations —A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The Company determines the relative standalone selling price utilizing observable prices for the sale of the underlying goods or services. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts or is not distinct in the context of the contract, which is mainly because the Company provides a significant service of integrating a complex set of tasks and components into a single project or capability. Engineering and construction contracts are generally accounted for as a single performance obligation while our engineering and construction supervision contracts are accounted for as two separate performance obligations. When providing construction supervision services, the Company is not liable for the construction of the asset, but has an overall responsibility to oversee, coordinate, measure, and evaluate the quality of construction work and the performance of the construction contractor on behalf of the customer. Customers are generally billed as the Company satisfies its performance obligations and payment terms typically range from 30 to 120 days from the invoice date. Billings under certain fixed-price contracts may be based upon the achievement of specified milestones, while some arrangements may F-13 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 require advance customer payment. The Company’s contracts generally do not include a significant financing component. Variable Consideration —The transaction price for the Company’s contracts may include variable consideration, which includes increases to transaction price for approved and unpriced change orders, claims and incentives, and reductions to transaction price for liquidated damages. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The Company estimates variable consideration for a performance obligation utilizing one of the two prescribed methods, depending on which method better predicts the amount of consideration to which the Company will be entitled (or the amount the Company expects to incur in the case of liquidated damages). Such methods are: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability weighted amounts in a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts. When applying these methods, the Company considers all information that is reasonably available, including historical, current and estimates of future performance. The expected value method is utilized in situations where a contract contains a large number of possible outcomes, while the most likely amount method is utilized in situations where a contract has only two possible outcomes. The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. Change Orders —Change orders, which are a normal and recurring part of business, may include changes in specifications or design, manner of performance, facilities, equipment, materials, sites and period of completion of the work. The Company or customer may initiate change orders. Most change orders are not distinct from the existing contract and are accounted for as part of that existing contract. The effect of a change order on the transaction price and measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenues (either as an increase in or a reduction of revenues) on a cumulative catch-up basis. Revenues from unpriced change orders are recognized to the extent of the amounts the Company expects to recover, consistent with the variable consideration policy discussed above. If it is probable that a reversal of revenues will occur, the costs attributable to change orders are treated as contract costs without incremental revenues. To the extent change orders included in the price are not resolved in the Company’s favor, there could be reductions in, or reversals of previously reported amounts of, revenues and profits, and charges against current earnings, which could be material. Claims Revenue —Claims revenue are amounts in excess of agreed contract prices that the Company seeks to collect from clients or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are in dispute, or other causes of unanticipated additional contract costs, including factors outside of our control, and therefore the Company believes it is entitled to additional compensation. Claims revenue, when recorded, is only recorded to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company includes certain claims in the transaction price when the claims are legally enforceable, the Company considers collection to be probable and believes it can reliably estimate the ultimate value. The Company continues to engage in negotiations with its customers on outstanding claims. However, these claims may be resolved at amounts that differ from current estimates, which could result in increases or decreases in future estimated contract profits or losses. F-14 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Warranties —In most cases, contracts include assurance-type warranties that the Company’s performance is free from material defect and consistent with the specifications of the Company’s contracts, which do not give rise to a separate performance obligation. To the extent the warranty terms provide the customer with an additional service, such as extended maintenance services, such warranty is accounted for as a separate performance obligation. Revenue recognized over time —The Company’s performance obligations are generally satisfied over time as work progresses because of continuous transfer of control to the customer and the Company has the right to bill the customer as costs are incurred. Typically, revenue is recognized over time using an input measure (i.e. costs incurred to date relative to total estimated costs at completion) to measure progress. The Company generally uses the cost-to-cost measure of progress method because it best depicts the transfer of control to the customer which occurs as the Company incurs costs on its contracts. Under the cost-to-cost measure of progress method, the extent of progress towards completion is measured based on the ratio of total costs incurred to-date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Any expected losses on construction-type contracts in progress are charged to earnings, in total, in the period the losses are identified. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes the total loss in the period it is identified. Right to invoice practical expedient —For performance obligations satisfied over time where the Company has a right to consideration from a customer in an amount that corresponds directly with the value of the Company’s performance to-date, the Company recognizes revenue in the amount to which it has a right to invoice. For the Company’s reimbursable services contracts, revenue is recognized using the right to invoice practical expedient, or on a cost-to-cost measure of progress method. The Company will select the method that best represents progress on a project. Revenue recognized at a point in time —For performance obligations satisfied at a point in time, revenue is recognized when the services are performed, control is transferred, and the performance obligation is complete. The Company recognizes revenue at a point in time for vehicle inspection services. Revenue related to the inspection service is recognized for each vehicle inspection at the point the Company has completed the inspection. In the Company’s industry, recognition of profit on long-term contracts requires the use of assumptions and estimates related to total contract revenue and in particular estimated claims revenue, total estimated cost at completion, and the measurement of progress towards completion. Estimates are continually evaluated as work progresses and are revised when necessary. When a change in estimate is determined to have an impact on contract profit, the Company records a positive or negative adjustment to the consolidated statements of income. Cash Equivalents The Company considers all highly liquid investments with original maturities of less than three months to be cash equivalents. Cash equivalent investments are carried at cost, which approximates fair value, and consist primarily of United States Treasuries, time deposits, and other forms of short-term fixed income investments. Restricted Cash and Investments Restricted cash and investments held in trust accounts represent collateral for certain incentive programs. F-15 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Accounts Receivable, Net Accounts receivable includes billed and unbilled amounts and are recognized in the period when the Company’s rights to receive consideration are unconditional. The Company establishes an allowance for doubtful accounts based on consideration of trends in actual and forecasted credit quality of clients, including delinquency and payment history, type of client, such as a government agency or commercial sector client, and general economic conditions and particular industry conditions that may affect a client’s ability to pay. Past due receivable balances are written off when internal collection efforts have been unsuccessful in collecting the amounts due. Contract Assets and Contract Liabilities Projects with performance obligations recognized over time that have revenue recognized to-date in excess of cumulative billings and unbilled accounts receivable are reported on our consolidated balance sheets as “Contract assets”. Contract retentions, included in contract assets, represent amounts withheld by clients, in accordance with underlying contract terms, until certain conditions are met or the project is completed. The operating cycle for certain long-term contracts may extend beyond one year, and, accordingly, collection of retainage on those contracts may extend beyond one year. Contract assets are reclassified to accounts receivable when the right to consideration becomes unconditional. Contract liabilities on uncompleted contracts represent the excess of cash collected from clients and billings to clients on contracts in advance of work performed over the amount of revenue recognized and provisions for losses. The majority of these amounts are expected to be earned within 12 months and are classified as current liabilities. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivables. The Company’s cash is primarily held with major banks and financial institutions throughout the world. At times, cash balances may be in excess of the amount insured. The Company is involved in a significant volume of contracts with the United States federal government and state and local governments. Approximately 52 %, 49 %, and 48 % of consolidated revenues for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively, and approximately 17 % and 19 % of accounts receivable as of December 31, 2021 and December 31, 2020, respectively, were derived from contracts with the United States federal government. No other customers represented 10% or more of consolidated revenues or accounts receivable in any of the periods presented. In order to mitigate the credit risk associated with customers, the Company performs periodic credit evaluations of its customers’ financial condition. Property and Equipment Property and equipment are stated at cost and are shown net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Depreciation of leasehold improvements is computed using the straight-line method over the shorter of their estimated useful lives or the remaining term of the lease. The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts, and any gain or loss thereon is included in net income. Expenditures for maintenance and repairs are expensed as incurred. Property and equipment are reviewed for impairment when events or circumstances change that indicate they may not be recoverable. Impairment losses are recognized when estimated future cash flows expected to result from the use of the assets and their F-16 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 eventual disposition are less than their carrying amount, in which case the asset is written down to its fair value. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and long-term operating lease liabilities in the consolidated balance sheets. Finance leases are included in other noncurrent assets, accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, incremental borrowing rates are used based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components where the lease consideration is allocated between the components based on relative standalone prices. For real property leases, allocations of lease consideration between lease and non-lease components are immaterial. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Equity-Based Compensation The Company measures the value of services received from employees and directors in exchange for an equity-based award based on the grant date fair value. The Company issues equity-based awards that settle in shares of the Company’s common stock. Prior to the IPO, the Company issued equity-based awards that settled in cash. Cash settled awards are subsequently remeasured to an updated fair value at each reporting period until the award is settled. Awards containing performance measures are adjusted at each reporting period for the number of shares expected to be earned. Compensation cost for cash settled and performance awards are trued-up at each reporting period for changes in fair value and expected shares pro-rated for the portion of the requisite service period rendered. The Company recognizes compensation costs for these awards on either a straight-line or accelerated basis over the vesting period of the award in selling, general and administrative expense in the consolidated statements of income. Business Combinations The Company accounts for business combinations using the acquisition method, under which the purchase price of an acquired company is allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their fair values at the date of acquisition. Any excess of purchase price over the fair value of tangible and intangible assets acquired and liabilities assumed is allocated to goodwill. The determination of fair values of assets acquired and liabilities assumed requires the Company to make estimates and use valuation techniques when a market value is not readily available. The Company’s determination of the fair value of the intangible assets acquired involves the use of significant estimates and assumptions related to discount rates, revenue growth rates, projected margins, and customer revenue attrition rates. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as the Company obtains more F-17 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 information as to facts and circumstances existing at the acquisition date. Acquisition-related costs are recognized separate from the acquisition and are expensed as incurred. Consolidation of Joint Ventures and Variable Interest Entities The Company participates in joint ventures, which include partnerships and partially owned limited liability corporations, to bid, negotiate and complete specific projects. The Company is required to consolidate these joint ventures if it holds the majority voting interest or if the joint venture is determined to be a variable interest entity (“VIE”) for which the Company is the primary beneficiary, as described below. A VIE is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support; (b) as a group, the holders of the equity investment at risk lack the ability to make certain decisions, the obligation to absorb expected losses or the right to receive expected residual returns; or (c) an equity investor has voting rights that are disproportionate to its economic interest and substantially all of the entity’s activities are on behalf of the investor with disproportionately low voting rights. The Company’s VIEs may be funded through contributions, loans and/or advances from the joint venture partners or by advances and/or letters of credit provided by clients. Certain VIEs are directly governed, managed, operated and administered by the joint venture partners. Others have no employees and, although these entities own and hold the contracts with the clients, the services required by the contracts are typically performed by the joint venture partners or by other subcontractors. The Company is considered the primary beneficiary and required to consolidate a VIE if it has the power to direct the activities that most significantly impact that VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits of that VIE that could potentially be significant to the VIE. In determining whether the Company is the primary beneficiary, significant assumptions and judgments include the following: (1) identifying the significant activities and the parties that have the power to direct them; (2) reviewing the governing board composition and participation ratio; (3) determining the equity, profit and loss ratio; (4) determining the management-sharing ratio; (5) reviewing employment terms; and (6) reviewing the funding and operating agreements. Examples of significant activities currently being performed by the Company’s significant consolidated and unconsolidated joint ventures include engineering and design services; management consulting services; procurement and construction services; program management; construction management; and operations and maintenance services. If the Company determines that the power to direct the significant activities is shared by two or more joint venture parties, then there is no primary beneficiary and no party consolidates the VIE. In making the shared-power determination, the Company analyzes the key contractual terms, governance, related party and de facto agency as they are defined in the accounting standard, and other arrangements. Goodwill In 2019, the Company changed the date of its annual goodwill impairment testing from November 30 to October 1. This change results in better alignment of the Company's annual impairment test with the Company’s annual budgeting cycle and provides a more reliable measurement using the Company’s interim closing processes. The change had no effect on the Company’s financial statements for the current or historical periods. The Company performs an additional review at year end to address whether a triggering event has occurred that would require an interim impairment test in the interim period. For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the current reporting structure. Reporting units are operating segments or components of operating segments where discrete financial information is available and segment management regularly reviews the operating results. When evaluating goodwill for impairment, the Company may decide to first perform a qualitative assessment, or “step zero” impairment test, to determine whether it is more likely than not F-18 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 that impairment has occurred. If the Company does not perform a qualitative assessment, or if the Company determines that it is not more likely than not that the fair value of its reporting units exceeds their carrying amounts, the Company performs a quantitative assessment and calculates the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in the amount the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company’s decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including the significance of the excess of the Company’s estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments, and the date of its acquisitions, if any. Intangible Assets Intangible assets with finite lives arise from business acquisitions and are amortized based on the period over which the contractual or economic benefit of the intangible assets are expected to be realized or on a straight-line basis over the useful lives of the underlying assets, ranging from one to sixteen years . These primarily consist of customer relationships, developed technology, backlog, and covenants not to compete. When indicators of a potential impairment exist, the Company assesses the recoverability of the unamortized balance of its intangible assets by first comparing undiscounted expected cash flows associated with the asset, or the asset group they are part of, to its carrying value. Should the review indicate that the carrying value is not fully recoverable, the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss. Income Taxes Income taxes are accounted for under the asset and liability method. This approach requires the recognition of deferred tax liabilities and assets to reflect the tax effects of temporary differences between the financial statement carrying amounts and tax bases of the Company’s assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the asset or liability is recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Deferred tax assets are evaluated for future realization and valuation allowances are established when, in our opinion, it is more likely than not that all or some portion of the asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements on a particular tax position are measured based on the largest benefit that is greater than 50 percent likely of being realized. The amount of unrecognized tax benefits (“UTB”) is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. The Company recognizes both accrued interest and penalties, where appropriate, related to UTBs in income tax expense. Foreign Currency Translation The Company’s reporting currency is the U.S. Dollar. The functional currency of the Company’s foreign entities is typically the currency of the primary environment in which they operate. For foreign entities whose functional currency is not the U.S. dollar, the assets and liabilities are translated based on exchange rates in effect at the balance sheet date, while the income and expense accounts are translated using the average exchange rates during the period. Translation gains or losses, net of income tax effects, are reflected in accumulated other comprehensive income on the consolidated balance sheets. Transaction gains and losses due to movements in exchange rates between the functional F-19 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 currency and the currency in which a foreign currency transaction is denominated are recognized as “Other income (expense), net” in the Company’s consolidated statements of income. Self-Insurance The Company typically utilizes third-party insurance subject to varying retention levels or self-insurance. The Company is self-insured for a portion of the losses and liabilities primarily associated with workers’ compensation, general, professional, automobile, employee matters, certain medical plans, and project-specific liability claims. Losses are accrued based upon the Company’s estimates of the aggregate liability for claims incurred using historical experience and certain actuarial assumptions, as provided by an independent actuary. The estimate of self-insurance liability includes an estimate of incurred but not reported claims, based on data compiled from historical experience. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “ Leases (Topic 842) ”, which is a new standard related to leases intended to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company elected to adopt the standard, and available practical expedients, effective January 1, 2019 . These practical expedients allowed the Company to keep the lease classification assessed under the previous lease accounting standard (ASC 840) without reassessment under the new standard, and allowed all separate lease components, including non-lease components, to be accounted for as a single lease component for all existing leases prior to adoption of the new standard. Furthermore, the Company made an accounting policy election to not recognize a lease liability and ROU asset for leases with lease terms of twelve months or less. The Company adopted this new standard under the modified retrospective transition approach without adjusting comparative periods in the financial statements, as allowed under Topic 842, and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had a material impact on the Company’s consolidated balance sheets but did not have an impact on the consolidated statements of income and cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while accounting for finance leases remained substantially unchanged. As a result of the adoption, the Company recorded a cumulative-effect adjustment to retained earnings of $ 52.6 million, net of deferred tax asset adjustment of $ 0.7 million, representing the unamortized portion of a deferred gain previously recorded as a sale-leaseback transaction associated with the sale of an office building in 2011. The Company concluded the transaction resulted in the transfer of control of the office building to the buyer-lessor at market terms and would have qualified as a sale under Topic 842 with gain recognition in the period the sale was recognized. In July 2018, the FASB issued ASU No. 2018-09, “ Codification Improvements” . The amendments in this ASU clarify certain aspects of the guidance related to: reporting comprehensive income, debt modification and extinguishment, income taxes related to stock compensation, income taxes related to business combinations, derivatives and hedging, fair value measurements, brokers and dealers liabilities, and plan accounting. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has adopted this ASU on a prospective basis in the F-20 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 first quarter of 2019 and has determined there to be no impact on its financial statements and related disclosures. Effective January 1, 2019 , the Company adopted ASU 2018-02, “ Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ” under which the Company did not elect to reclassify the income tax effects stranded in accumulated other comprehensive income to retained earnings as a result of the enactment of comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act. As a result, there was no impact on the Company’s financial position, results of operations or cash flows. In June 2016, the FASB issued ASU 2016-13, “ Measurement of Credit Losses on Financial Instruments ,” and issued subsequent amendments to the initial guidance within ASU 2019-04 and ASU 2019-05. The amendments in ASU 2016-13 replace the incurred loss impairment methodology in current practice with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to estimate credit losses. ASU 2016-13 and its amendments are effective for interim and annual reporting periods beginning after December 15, 2019 . The Company adopted this ASU in the first quarter of 2020, and it did not have a material impact on its financial statements. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”)” . ASU 2019-12 was issued as a means to reduce the complexity of accounting for income taxes for those entities that fall within the scope of the accounting standard. The guidance is applied using a prospective method, excluding amendments related to franchise taxes, which should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted this ASU in the first quarter of 2021, and it did not have a material impact on its financial statements. In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) ”. The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company early adopted this ASU in the first quarter of 2021 using the modified retrospective method which resulted in a reduction in non-cash interest expense and reclassification of the equity portion of the Convertible Senior Notes to “Long-term debt” on the consolidated balance sheet. F-21 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 3. Acquisitions BlackHorse Solutions, Inc. On July 6, 2021, the Company acquired a 100 % ownership interest in BlackHorse Solutions, Inc (“BlackHorse”), a privately-owned company, for $ 205.0 million paid in cash. BlackHorse expands Parsons’ capabilities and products in next-generation military, intelligence, and space operations, specifically in cyber electronic warfare and information dominance. The acquisition was entirely funded by cash on-hand. In connection with this acquisition, the Company recognized $ 3.1 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2021, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Amount Cash and cash equivalents $ 15,428 Accounts receivable 3,351 Contract assets 5,979 Prepaid expenses and other current assets 937 Property and equipment 2,239 Right of use assets, operating leases 6,157 Goodwill 143,830 Intangible assets 64,000 Accounts payable ( 2,326 ) Accrued expenses and other current liabilities ( 17,190 ) Contract liabilities ( 320 ) Short-term lease liabilities, operating leases ( 1,011 ) Long-term lease liabilities, operating leases ( 5,146 ) Deferred tax liabilities ( 10,660 ) Other long-term liabilities ( 235 ) Net assets acquired $ 205,033 Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Carrying Amount Amortization Period (in years) Customer relationships $ 39,000 16 Backlog 22,000 3 Trade name 1,000 2 Developed technologies 1,000 3 Non-compete agreements 1,000 3 Amortization expense of $ 5.4 million related to these intangible assets was recorded for the year ended December 31, 2021. The entire value of goodwill of $ 143.8 million was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $ 10.6 million is deductible for tax purposes. The amount of revenue generated by BlackHorse and included within consolidated revenues for 2021 is $ 35.3 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition. F-22 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The Company is still in the process of finalizing its valuation of the net assets acquired. Supplemental Pro Forma Information (Unaudited) Supplemental information on an unaudited pro forma basis, as if the acquisition closed as of the beginning of the fiscal year ended December 31, 2020 as follows (in thousands): 2021 2020 (unaudited) (unaudited) Pro forma Revenue $ 3,699,227 $ 3,966,809 Pro forma Net Income including noncontrolling interests 93,592 108,008 The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented. Echo Ridge LLC On July 30, 2021, the Company acquired a 100 % ownership interest in Echo Ridge LLC (“Echo Ridge”), a privately-owned company, for $ 9.0 million in cash. Echo Ridge adds position, navigation, and timing devices; modeling, simulation, test, and measurement tools; and deployable software defined radio products and signal processing services to Parsons’ space portfolio. The acquisition was entirely funded by cash on-hand. In connection with this acquisition, the Company recognized $ 0.3 million of acquisition related “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2021, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. The Company allocated the purchase price to the appropriate classes of tangible assets and liabilities and assigned the excess of $ 7.2 million entirely to goodwill. The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill in its entirety is deductible for tax purposes. The amount of revenue generated by Echo Ridge and included within consolidated revenues for 2021 is $ 2.9 million. Braxton Science & Technology Group On November 19, 2020 the Company acquired a 100 % ownership interest in Braxton Science & Technology Group (“Braxton”), a privately-owned company, for $ 310.9 million in cash. Braxton operates at the forefront of satellite operations, ground system automation, flight dynamics, and spacecraft and antenna simulation for the U.S. Department of Defense and Intelligence Community. The acquisition was entirely funded by cash on hand in August 2020, as described in “Note 12— Debt and Credit Facilities” . In connection with this acquisition, the Company recognized $ 5.5 million of acquisition-related expense in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2020, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. Braxton allows Parsons to capitalize on the quickly evolving space missions of its national security space customers and address rapid market growth driven by proliferated low earth orbit constellations, small satellite expansion, and space cyber resiliency. F-23 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands): Amount Cash and cash equivalents $ 7,006 Accounts receivable 18,163 Contract assets 8,350 Prepaid expenses and other current assets 3,036 Property and equipment 5,114 Right of use assets, operating leases 10,788 Goodwill 212,185 Intangible assets 74,950 Accounts payable ( 7,464 ) Accrued expenses and other current liabilities ( 9,845 ) Contract liabilities ( 300 ) Short-term lease liabilities, operating leases ( 1,915 ) Long-term lease liabilities, operating leases ( 8,873 ) Deferred tax liabilities ( 1,694 ) Net assets acquired $ 309,501 Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Carrying Amount Amortization Period (in years) Customer relationships $ 34,100 12 Backlog 38,200 3 Developed technologies 2,000 6 Non-compete agreements 650 3 Amortization expense of $ 16.2 million and $ 1.3 million related to these intangible assets was recorded for the years ended December 31, 2021 and December 31, 2020, respectively. The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $ 200.5 million is deductible for tax purposes. The amount of revenue generated by Braxton and included within consolidated revenues for 2020 is $ 10.1 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition. Supplemental Pro Forma Information (Unaudited) Supplemental information of unaudited pro forma operating results assuming the Braxton acquisition had been consummated as of the beginning of 2019 (in thousands) is as follows: 2020 2019 (unaudited) (unaudited) Pro forma Revenue $ 4,039,420 $ 4,042,810 Pro forma Net Income including noncontrolling interests 125,298 126,076 F-24 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented. QRC Technologies On July 31, 2019 the Company acquired a 100 % ownership interest in QRC Technologies (“QRC”), a privately-owned company, for $ 214.1 million in cash. QRC provides design and development of open-architecture radio-frequency products. The Company borrowed $ 140.0 million under the Revolving Credit Facility to partially fund the transaction. In connection with this acquisition, the Company recognized $ 4.9 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2019, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. QRC is an agile, disruptive product company that specializes in radio frequency spectrum survey, record and playback; signals intelligence; and electronic warfare missions. QRC complements our existing portfolio, increases our presence in the high-growth markets of spectrum awareness and surveillance, adds critical intellectual property that complements and expands our available capabilities for the Special Operations and Intelligence Communities. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands): Amount Cash and cash equivalents $ 5,925 Accounts receivable 5,587 Prepaid expenses and other current assets 5,727 Property and equipment 1,205 Right of use assets, operating leases 5,228 Goodwill 125,091 Intangible assets 76,200 Accounts payable ( 1,567 ) Accrued expenses and other current liabilities ( 4,025 ) Short-term lease liabilities, operating leases ( 545 ) Long-term lease liabilities, operating leases ( 4,683 ) Net assets acquired $ 214,143 Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Carrying Amount Amortization Period (in years) Customer relationships $ 49,800 12 Developed technologies 21,800 3 to 5 In-process research and development 1,800 3 to 5 Non-compete agreements 1,200 4 Trade name 800 2 Backlog 800 1 F-25 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Amortization expense of $ 13.1 million, $ 14.0 million and $ 5.7 million related to these intangible assets was recorded for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. The entire value of goodwill of $ 125.1 million was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill in its entirety is deductible for tax purposes. The amount of revenue generated by QRC and included within consolidated revenues for the year ended December 31, 2019 was $ 11.2 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition. Supplemental Pro Forma Information (Unaudited) Supplemental information of unaudited pro forma operating results assuming the QRC Technologies acquisition had been consummated as of the beginning of fiscal year 2018 (December 30, 2017) (in thousands) is as follows: 2019 (unaudited) Pro forma Revenue $ 3,976,361 Pro forma Net Income including noncontrolling interests 138,692 The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses, and the additional pro forma interest expense related to the borrowings under the credit agreement as of the assumed acquisition date. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented. OGSystems On January 7, 2019, the Company acquired a 100 % ownership interest in OGSystems, a privately-owned company, for $ 292.4 million paid in cash. OGSystems provides geospatial intelligence, big data analytics and threat mitigation for defense and intelligence customers. The Company borrowed $ 110 million under the Credit Agreement and $ 150 million on a short-term loan, as described in “Note 12— Debt and Credit Facilities ,” to partially fund the acquisition. In connection with this acquisition, the Company recognized $ 5.4 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2019, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. OGSystems enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development. F-26 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands): Amount Cash and cash equivalents $ 5,772 Accounts receivable 9,904 Contract assets 9,747 Prepaid expenses and other current assets 4,307 Property and equipment 4,085 Right of use assets, operating leases 8,826 Goodwill 183,540 Intangible assets 92,300 Other noncurrent assets 10 Accounts payable ( 5,450 ) Accrued expenses and other current liabilities ( 7,147 ) Contract liabilities ( 1,300 ) Short-term lease liabilities, operating leases ( 805 ) Income tax payable ( 1,178 ) Deferred tax liabilities ( 1,195 ) Long-term lease liabilities, operating leases ( 8,021 ) Other long-term liabilities ( 1,015 ) Net assets acquired $ 292,380 Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Carrying Amount Amortization Period (in years) Customer relationships $ 57,100 5 Backlog 27,700 3 Trade name 3,800 2 Non-compete agreements 2,400 3 Developed technologies $ 1,300 3 Amortization expense of $ 21.9 million and $ 23.8 million related to these intangible assets was recorded for the years ended December 31, 2021 and December 31, 2020, respectively. The entire value of goodwill of $ 183.5 million was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $ 16 million is deductible for tax purposes. The amount of revenue generated by OGSystems and included within consolidated revenues for the year ended December 31, 2019 was $ 143.4 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition. F-27 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Supplemental Pro Forma Information (Unaudited) Supplemental information of unaudited pro forma operating results assuming the OGSystems acquisition had been consummated as of the beginning of fiscal year 2018 (December 30, 2017) (in thousands) is as follows: 2019 (unaudited) Pro forma Revenue $ 3,956,767 Pro forma Net Income including noncontrolling interests 134,046 The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses, and the additional pro forma interest expense related to the borrowings under the credit agreement as of the assumed acquisition date. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented. 4. Contracts with Customers Disaggregation of Revenue The Company’s contracts contain both fixed price and cost reimbursable components. Contract types are based on the component that represents the majority of the contract. The following table presents revenue disaggregated by contract type (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Cost plus $ 1,674,276 $ 1,631,140 $ 1,705,832 Time-and-Materials 1,021,568 1,034,596 1,074,037 Fixed price 964,927 1,253,210 1,174,943 Total $ 3,660,771 $ 3,918,946 $ 3,954,812 Refer to “Note 21— Segments Information ” for the Company’s revenues by business lines. Contract Assets and Contract Liabilities Contract assets and contract liabilities balances at December 31, 2021 and December 31, 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 $ change % change Contract assets $ 579,216 $ 576,568 $ 2,648 0.5 % Contract liabilities 171,671 201,864 ( 30,193 ) - 15.0 % Net contract assets (liabilities) (1) $ 407,545 $ 374,704 $ 32,841 8.8 % (1) Total contract retentions included in net contract assets (liabilities) were $ 91.7 million as of December 31, 2021, of which $ 44.9 million are not expected to be paid in 2022. Total contract retentions included in net contract assets (liabilities) were $ 93.8 million as of December 31, 2020. Contract assets at December 31, 2021 and December 31, 2020 include approximately $ 98.6 million and $ 116.6 million, respectively, related to unapproved change orders, claims, and requests for equitable adjustment. For the years ended December 31, 2021 and December 31, 2020, no material losses were recognized related to the collectability of claims, unapproved change orders, and requests for equitable adjustment. F-28 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 During the years ended December 31, 2021 and December 31, 2020, the Company recognized revenue of approximately $ 102.5 million and $ 137.4 million, respectively, that was included in the corresponding contract liability balance at December 31, 2020 and December 31, 2019, respectively. Certain changes in contract assets and contract liabilities consisted of the following: December 31, 2021 December 31, 2020 Acquired contract assets $ 5,979 $ 8,350 Acquired contract liabilities 320 300 There was no significant impairment of contract assets recognized during the years ended December 31, 2021 and December 31, 2020. Revisions in estimates, such as changes in estimated claims or incentives, related to performance obligations partially satisfied in previous periods that individually had an impact of $ 5 million or more on revenue resulted in the following changes in revenue: 2021 2020 2019 Revenue impact, net $ ( 30,828 ) $ 8,875 $ 12,166 Accounts Receivable, Net Accounts receivable, net consisted of the following as of December 31, 2021 and December 31, 2020 (in thousands): 2021 2020 Billed $ 434,776 $ 512,357 Unbilled 167,490 190,222 Total accounts receivable, gross 602,266 702,579 Allowance for doubtful accounts ( 3,955 ) ( 4,001 ) Total accounts receivable, net $ 598,311 $ 698,578 Billed accounts receivable represents amounts billed to clients that have not been collected. Unbilled accounts receivable represents amounts where the Company has a present contractual right to bill but an invoice has not been issued to the customer at the period-end date. The allowance for doubtful accounts was determined based on consideration of trends in actual and forecasted credit quality of clients, including delinquency and payment history, type of client, such as a government agency or commercial sector client, and general economic conditions and particular industry conditions that may affect a client’s ability to pay. We have not seen and do not expect there to be a material risk of non-payment from either our government agency or commercial customers related to COVID-19 impacts; however, we have experienced payment delays due to administrative limitations from both types of customers. Transaction Price Allocated to the Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations (“RUPO”) as of December 31, 2021 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had $ 5.8 billion in RUPO as of December 31, 2021. F-29 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 RUPO will increase with awards of new contracts and decrease as the Company performs work and recognizes revenue on existing contracts. Projects are included within RUPO at such time the project is awarded and agreement on contract terms has been reached. The difference between RUPO and backlog relates to unexercised option years that are included within backlog and the value of Indefinite Delivery/Indefinite Quantity (“IDIQ”) contracts included in backlog for which task orders have not been issued. RUPO is comprised of: (a) original transaction price, (b) change orders for which written confirmations from our customers have been received, (c) pending change orders for which the Company expects to receive confirmations in the ordinary course of business, and (d) claim amounts that the Company has made against customers for which it has determined that it has a legal basis under existing contractual arrangements and a significant reversal of revenue is not probable, less revenue recognized to-date. The Company expects to satisfy its RUPO as of December 31, 2021 over the following periods (in thousands): Period RUPO Will Be Satisfied Within One Year Within One to Two Years Thereafter Federal Solutions $ 1,436,578 $ 705,773 $ 422,666 Critical Infrastructure 1,451,596 868,205 875,202 Total $ 2,888,174 $ 1,573,978 $ 1,297,868 5. Leases The Company has operating and finance leases for corporate and project office spaces, vehicles, heavy machinery and office equipment. Our leases have remaining lease terms of one year to eight years , some of which may include options to extend the leases for up to five years , and some of which may include options to terminate the leases after the third year . The components of lease costs for the years ended December 31, 2021 and December 31, 2020 are as follows (in thousands): 2021 2020 Operating lease cost $ 61,800 $ 66,159 Short-term lease cost 11,261 15,624 Amortization of right-of-use assets 2,128 1,496 Interest on lease liabilities 106 146 Sublease income ( 3,049 ) ( 3,731 ) Total lease cost $ 72,246 $ 79,694 Supplemental cash flow information related to leases for the years ended December 31, 2021 and December 31, 2020 is as follows (in thousands): 2021 2020 Operating cash flows for operating leases $ 68,563 $ 62,117 Operating cash flows for financing activities 107 147 Financing cash flows for finance leases 2,082 1,551 Right-of-use assets obtained in exchange for new operating lease liabilities 18,931 23,949 Right-of-use assets obtained in exchange for new finance lease liabilities $ 2,003 $ 1,018 F-30 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Supplemental balance sheet and other information related to leases as of December 31, 2021 and December 31, 2020 is as follows (in thousands): 2021 2020 Operating Leases: Right-of-use assets $ 182,672 $ 210,398 Lease liabilities: Current $ 55,902 $ 54,133 Long-term 148,893 182,467 Total operating lease liabilities $ 204,795 $ 236,600 Finance Leases: Other noncurrent assets $ 4,389 $ 3,363 Accrued expenses and other current liabilities $ 1,822 $ 1,461 Other long-term liabilities $ 2,422 $ 1,733 Weighted Average Remaining Lease Term: Operating leases 4.3 Years 5 years Finance leases 2.9 years 3 years Weighted Average Discount Rate: Operating leases 3.5 % 3.7 % Finance leases 2.1 % 3.8 % As of December 31, 2021, the Company has no additional operating leases that have not yet commenced. A maturity analysis of the future undiscounted cash flows associated with the Company’s operating and finance lease liabilities as of December 31, 2021 is as follows (in thousands): Operating Leases Finance Leases 2022 $ 61,449 $ 1,885 2023 52,893 1,211 2024 41,973 803 2025 30,965 440 2026 17,326 10 Thereafter 14,540 - Total lease payments 219,146 4,349 Less: imputed interest ( 14,351 ) ( 105 ) Total present value of lease liabilities $ 204,795 $ 4,244 Rental expense for the years ended December 31, 2021, December 31, 2020 and December 31, 2019 was $ 73.1 million, $ 81.8 million and $ 82.1 million, respectively, and is recorded in “Selling, general and administrative expenses” in the consolidated statements of income. 6 . Employee Stock Purchase and Equity-Based Compensation Plans Employee Stock Purchase Plan The Parsons Corporation Employee Stock Purchase Plan (“ESPP”) was adopted effective March 1, 2020. Under the ESPP, eligible employees who elect to participate are granted the right to purchase shares of Parsons common stock at a discount of 5 % of the market value on the last trading day of the offering period. F-31 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The following table presents stock issuance activity for the years ended December 31, 2021 and December 31, 2020 (in thousands): 2021 2020 Purchase price paid for shares sold $ 5,556 $ 4,386 Number of shares sold 161 127 The average purchase price for the year ended December 31, 2021 and December 31, 2020 was $ 34.46 and $ 34.53 per share, respectively. Equity-Based Compensation Plans The Company issues stock-based awards through the Incentive Award Plan. Prior to the adoption of the Incentive Award Plan on April 15, 2019, the Company issued awards under the Shareholder Value Plan, Long-Term Growth Plan and Restricted Award Plan. Through these plans the Company may issue stock options (including incentive and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, an “other” stock or cash-based awards, or a dividend equivalent award. The compensation expense for these awards is recorded in “Selling, general and administrative expenses” in the Company’s consolidated financial statements. Stock-based compensation expense was $ 16.8 million, $ 8.2 million, and $ 49.0 million for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively, net of recognized tax benefits of $ 2.8 million, $ 1.5 million, and $ 16.7 million for 2021, 2020 and 2019, respectively. The tax benefit realized related to awards vested during 2021, 2020, and 2019 was $ 6.3 million, $ 10.3 million, and $ 3.3 million, respectively. We recognize forfeitures as they occur. With the adoption of the Incentive Award Plan on April 15, 2019, the Company has discontinued issuing awards under the other plans described above. Outstanding awards granted out of the discontinued plans will continue to vest and will settle in cash. At December 31, 2021, the amount of compensation cost relating to non-vested awards not yet recognized in the consolidated financial statements is $ 19.4 million. The majority of these unrecognized compensation costs will be recognized by the third quarter of fiscal 2023. As discussed in “Note 1— Description of Operations” , the Company consummated its IPO on May 8, 2019. Subsequent to the IPO, the fair value of a share of the Company’s common stock is based on quoted prices on the NYSE. Please see “Note 19— Fair Value of Financial Instruments” for a description of how the fair value of a share of the Company’s common stock was determined prior to the IPO. Stock Appreciation Rights Stock Appreciation Rights (“SARs”) were issued under the Shareholder Value Plan (“SVP”). Outstanding awards provide a cash incentive based on the increase in the Company’s share price over a three-year period, multiplied by a number of phantom share units. If at the end of a performance cycle the Company’s share price has not increased, then no award payment will be made. The awards issued under the SVP are time-vested cash-settled SARs. The SARs vest at the end of three years and expense is recognized on an accelerated basis over the vesting period. The grant date fair value of the award is determined by using the Black-Scholes option-pricing model. SARs are remeasured, using the Black-Scholes option-pricing model, to an updated fair value at each reporting period until the award is settled. The fair value of the grant on the vesting date is determined based on the 60-trading day weighted average closing price of the Company’s common stock on the NYSE. Compensation cost is trued-up at each reporting period for changes in fair value pro-rated for the portion of the requisite service period rendered. The final SVP grant vested on December 31, 2020 based on the 60-trading day weighted average closing price of the Company’s common stock on the NYSE. F-32 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The following table presents the number of SARs granted, vested, and forfeited for the years ended December 31, 2020 and December 31, 2019: Number of Units Weighted Average Grant-Date Fair Value Unvested at December 31, 2018 3,416,654 $ 3.00 Granted - $ - Vested ( 1,547,142 ) $ 3.00 Forfeited ( 391,884 ) $ 3.00 Unvested at December 31, 2019 1,477,628 $ 3.00 Granted - $ - Vested ( 1,434,836 ) $ 3.00 Forfeited ( 42,792 ) $ 3.00 Unvested at December 31, 2020 - $ - Long-Term Growth Units Long-Term Growth Units awards were issued under the Long-Term Growth Plan. Outstanding awards provide a cash incentive based on performance conditions. The grant date fair value of the award is based on fair value of the Company’s common stock on the grant day. These awards vest at the end of three years and expense is recognized on an accelerated basis over the vesting period subject to the probability of meeting the performance requirements and adjusted for the number of shares expected to be earned. Awards are remeasured to an updated fair value at each reporting period until the award is settled. The updated fair value is based on the 60-trading day weighted average closing price of the Company’s common stock on the NYSE on the last day of the reporting period. Compensation cost is trued-up at each reporting period for changes in fair value and expected shares pro-rated for the portion of the requisite service period rendered. The following table presents the number of Long-Term Growth Units granted, vested, and forfeited (at target shares) for the years ended December 31, 2020 and December 31, 2019: Number of Units Weighted Average Grant-Date Fair Value Unvested at December 31, 2018 299,781 $ 20.23 Granted - $ - Vested ( 137,760 ) $ 20.00 Forfeited ( 34,584 ) $ 20.27 Unvested at December 31, 2019 127,437 $ 20.23 Granted - $ - Vested ( 125,948 ) $ 22.67 Forfeited ( 1,489 ) $ 22.67 Unvested at December 31, 2020 - $ - Restricted Award Units Restricted Award Units awards were issued under the Restricted Award Plan. Outstanding awards provide a cash incentive based on the fair value of the Company’s common stock on the vesting date. The grant date fair value of the award is based on the fair value of the Company’s common stock on the grant date. These awards vest and expense is recognized on an accelerated basis over the respective vesting periods. Awards are remeasured to an updated fair value at each reporting period until the award is settled. The updated fair value is based on the 60-trading day weighted average closing price of the Company’s common stock on the NYSE on the last day of the reporting period. Compensation cost is trued-up at each reporting period for changes in fair value pro-rated for the portion of the requisite service period rendered. F-33 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The following table presents the number of Restricted Award Units granted, vested, and forfeited for the years ended December 31, 2021, December 31, 2020, and December 31, 2019: Number of Units Weighted Average Grant-Date Fair Value Unvested at December 31, 2018 589,350 $ 21.31 Granted - $ - Vested ( 281,805 ) $ 20.33 Forfeited ( 58,101 ) $ 21.31 Unvested at December 31, 2019 249,444 $ 22.40 Granted - $ - Vested ( 234,028 ) $ 22.38 Forfeited ( 9,017 ) $ 22.67 Unvested at December 31, 2020 6,399 $ 22.67 Granted - $ - Vested ( 6,399 ) $ 22.38 Forfeited - $ - Unvested at December 31, 2021 - $ - The following table presents the amount paid for cash settled awards, by award type, for the years ended December 31, 2021, December 31, 2020, and December 31, 2019 (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Stock Appreciation Rights $ 15,798 $ 26,920 $ 5,261 Long-Term Growth 3,778 3,617 1,108 Restricted Award Units 7,067 9,408 5,537 Total $ 26,643 $ 39,945 $ 11,906 Restricted Stock Units Restricted Stock Units awards are issued under the Incentive Award Plan and are settled by the issuance of the Company’s common stock. Outstanding awards have been granted based on either service or service and performance conditions. The fair value of the award is based on the closing price of the Company’s common stock on the grant date. Awards vest over three-year periods, either annually or cliff. Expense is recognized on an accelerated basis for awards with service conditions only and on a straight-line basis for awards that include performance conditions. Expense recognition of awards with performance criteria are subject to the probability of meeting the performance conditions and adjusted for the number of shares expected to be earned. Compensation cost for awards with performance conditions are trued-up at each reporting period for changes in the expected shares pro-rated for the portion of the requisite service period rendered. The following table presents the number of shares of restricted stock units granted (at target shares for awards with performance conditions) for the years ended December 31, 2021, December 31, 2020 and December 31, 2019: December 31, 2021 December 31, 2020 December 31, 2019 Restricted Stock Units (service condition) 450,675 313,735 270,544 Restricted Stock Units (service and performance condition) 374,535 269,710 327,675 The number of units granted for awards with performance conditions in the above table is based on performance against the target amount. The number of shares ultimately issued, which could be greater or less than target, will be based on achieving specific performance conditions related to the awards. F-34 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The following table presents the number and weighted average grant-date fair value of restricted stock units (at target shares for awards with performance conditions) for the years ended December 31, 2021, December 31, 2020 and December 31, 2019: Number of Units Weighted Average Grant-Date Fair Value Outstanding at December 31, 2018 - $ - Granted 598,219 34.06 Vested ( 74,704 ) 34.02 Forfeited ( 16,875 ) 34.02 Outstanding at December 31, 2019 506,640 $ 34.07 Granted 583,445 37.92 Vested ( 104,016 ) 34.34 Forfeited ( 54,284 ) 35.54 Outstanding at December 31, 2020 931,785 $ 36.32 Granted 825,210 37.09 Vested ( 222,228 ) 36.49 Forfeited ( 175,524 ) 36.39 Outstanding at December 31, 2021 1,359,243 $ 36.75 For the year ended December 31, 2021, 188,408 shares of restricted stock units were issued, and 63,482 shares of common stock related to employee statutory income tax withholding were retired. For the year ended December 31, 2020, 78,476 shares of restricted stock units were issued, and 36,921 shares of common stock related to employee statutory income tax withholding were retired. For the year ended December 31, 2019, 74,704 shares of restricted stock units were issued, and 27,962 shares of common stock related to employee statutory income tax withholding were retired. The following table presents the number of shares of restricted stock outstanding (at target shares for awards with performance conditions) at December 31, 2021, December 31, 2020 and December 31, 2019: December 31, 2021 December 31, 2020 December 31, 2019 Restricted Stock Units (service condition) 526,349 374,819 189,090 Restricted Stock Units (service and performance condition) 832,894 556,966 317,550 7 . Goodwill The following table summarizes the changes in the carrying value of goodwill by reporting segment for the years ended December 31, 2021 and December 31, 2020 (in thousands): December 31, 2020 Acquisitions Foreign Exchange December 31, 2021 Federal Solutions $ 1,188,882 $ 150,235 $ - $ 1,339,117 Critical Infrastructure 73,096 - 477 73,573 Total $ 1,261,978 $ 150,235 $ 477 $ 1,412,690 December 31, 2019 Acquisitions Foreign Exchange December 31, 2020 Federal Solutions $ 975,405 $ 213,477 $ - $ 1,188,882 Critical Infrastructure 72,020 - 1,076 73,096 Total $ 1,047,425 $ 213,477 $ 1,076 $ 1,261,978 F-35 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 For the years ended December 31 , 20 2 1 and December 31, 20 20 , the Company performed a quantitative impairment analysis for all reporting units. It was determined that the fair value of all reporting units exceeded their carrying values. No goodwill impairments were identified for the three years ended December 31, 2021, December 31, 2020 and December 31, 2019 . 8 . Intangible Assets The gross amount and accumulated amortization of acquired identifiable intangible assets included in “Intangible assets, net” on the consolidated balance sheets were as follows (in thousands except for years): December 31, 2021 December 31, 2020 Weighted Average Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortization Period (in years) Backlog $ 169,455 $ ( 126,637 ) $ 42,818 $ 145,855 $ ( 101,038 ) $ 44,817 3 Customer relationships 301,829 ( 158,405 ) 143,424 264,129 ( 110,450 ) 153,679 8 Leases 670 ( 618 ) 52 670 ( 599 ) 71 5 Developed technology 113,939 ( 96,765 ) 17,174 112,039 ( 68,968 ) 43,071 4 Trade name 9,200 ( 8,444 ) 756 8,200 ( 7,967 ) 233 1 Non-compete agreements 5,250 ( 3,523 ) 1,727 4,250 ( 2,043 ) 2,207 3 In process research and development 1,800 - 1,800 1,800 - 1,800 n/a Other intangibles 275 ( 205 ) 70 275 ( 195 ) 80 10 Total intangible assets $ 602,418 $ ( 394,597 ) $ 207,821 $ 537,218 $ ( 291,260 ) $ 245,958 The aggregate amortization expense of intangible assets was $ 103.2 million, $ 87.8 million, and $ 88.3 million for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. Estimated amortization expense in each of the next five years and beyond is as follows (in thousands): December 31, 2021 2022 $ 63,163 2023 49,286 2024 18,799 2025 12,151 2026 9,636 Thereafter 52,986 Total $ 206,021 F-36 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 9 . Property and Equipment, Net Property and equipment consisted of the following at December 31, 2021 and December 31, 2020 (in thousands): December 31, 2021 December 31, 2020 Useful life (years) Buildings and leasehold improvements $ 99,543 $ 98,151 1-15 Furniture and equipment 86,862 91,036 3-10 Computer systems and equipment 157,633 160,305 3-10 Construction equipment 6,806 8,920 5-7 Construction in progress 12,970 9,202 363,814 367,614 Accumulated depreciation ( 259,618 ) ( 246,587 ) Property and equipment, net $ 104,196 $ 121,027 Depreciation expense of $ 38.6 million, $ 39.0 million, and $ 37.3 million was recorded for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. 1 0 . Sale-Leasebacks During fiscal 2011, the Company consummated two sale-leaseback transactions associated with the sale of two office buildings from which the Company recognized a total gain in the consolidated statements of income of $ 106.7 million and a total deferred gain of $ 107.8 million. The current and long-term portion of the deferred gain had been recorded in “Accrued expenses and other current liabilities” and “Deferred gain resulting from sale-leaseback transactions” on the consolidated balance sheet as of December 31, 2018, respectively, and was being recognized ratably over the minimum lease terms to which they relate, as an offset to rental expense in “Selling, general and administrative expenses” in the consolidated statements of income. Amortization of the deferred gain was $ 7.3 million for the year ended December 31, 2018. The deferred gain balance of $ 53.3 million as of December 31, 2018 was recognized as an adjustment to beginning accumulated deficit, net of a deferred tax asset adjustment of $ 0.7 million, during January 2019 in connection with the adoption of the new leasing standard. See “Note 5— Leases ”. 1 1 . Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at December 31, 2021 and December 31, 2020 (in thousands): 2021 2020 Salaries and wages $ 90,023 $ 72,498 Employee benefits 264,912 293,768 Self-insurance liability 23,737 32,447 Project cost accruals 127,970 164,243 Other accrued expenses 92,447 87,797 Total accrued expenses and other current liabilities $ 599,089 $ 650,753 F-37 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 1 2 . Debt and Credit Facilities Debt consisted of the following at December 31, 2021 and December 31, 2020 (in thousands): December 31, 2021 December 31, 2020 Short-Term: Senior notes $ - $ 50,000 Total Short-Term - 50,000 Long-Term: Senior notes 200,000 200,000 Convertible senior notes 400,000 400,000 Debt discount - ( 51,138 ) Debt issuance costs ( 8,078 ) ( 8,864 ) Total long-term 591,922 539,998 Total Debt $ 591,922 $ 589,998 Revolving Credit Facility In June 2021 , the Company entered into a $ 650 million unsecured revolving credit facility (the “Credit Agreement”). The Company incurred $ 1.9 million of costs in connection with this Credit Agreement. The 2021 Credit Agreement replaced an existing Fifth Amended and Restated Credit Agreement dated as of November 15, 2017. Under the new agreement, the Company’s revolving credit facility was increased from $ 550 million to $ 650 million. The credit facility has a five-year maturity, which may be extended up to two times for periods determined by the Company and the applicable extending lenders, and permits the Company to borrow in U.S. dollars, certain specified foreign currencies, and each other currency that may be approved in accordance with the 2021 Facility. The borrowings under the Credit Agreement bear interest at either a eurocurrency rate plus a margin between 1.0 % and 1.625 % or a base rate (as defined in the Credit Agreement) plus a margin of between 0 % and 0.625 %. The rates on December 31, 2021 and December 31, 2020 were 1.36 % and 1.87 %, respectively. Borrowings under this Credit Agreement are guaranteed by certain Company operating subsidiaries. Letters of credit commitments outstanding under this agreement aggregated approximately $ 44.3 million and $ 44.9 million at December 31, 2021 and December 31, 2020, respectively, which reduced borrowing limits available to the Company. Interest expense related to the Credit Agreement was $ 0.7 million, $ 1.0 million and $ 6.3 million, for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. There were no loan amounts outstanding under the Credit Agreement at December 31, 2021. F-38 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Term Loan In January 2019, the Company borrowed $ 150.0 million under our Term Loan Agreement to partially finance the OGSystems acquisition. On May 10, 2019, the Company used proceeds from its May 8, 2019 IPO to repay the $ 150.0 million outstanding balance under the Term Loan and this loan is now closed. Interest expense related to the Term Loan was $ 2.3 million for the year ended December 31, 2019. There were no amounts outstanding in 2020 and 2021. Private Placement On July 1, 2014, the Company finalized a private placement whereby the Company raised an aggregate amount of $ 250.0 million in debt as follows (in thousands): Tranche Debt Amount Maturity Date Interest Rate Senior Note, Series A $ 50,000 July 15, 2021 4.44 % Senior Note, Series B 100,000 July 15, 2024 4.98 % Senior Note, Series C 60,000 July 15, 2026 5.13 % Senior Note, Series D 40,000 July 15, 2029 5.38 % The Company incurred approximately $ 1.1 million of debt issuance costs in connection with the private placement. On August 10, 2018, the Company finalized an amended and restated intercreditor agreement related to this private placement to more closely align certain covenants and definitions with the terms under the 2017 amended and restated Credit Agreement and incurred approximately $ 0.5 million of additional issuance costs. These costs are presented as a direct deduction from the debt on the face of the balance sheet. Interest expense related to the Senior Notes was $ 11.6 million for the year ended December 31, 2021 and $ 12.4 million for the years ended December 31, 2020 and December 31, 2019. The amortization of debt issuance costs and interest expense is recorded in “Interest expense” on the consolidated statements of income. The Company paid the $ 50 million Series A tranche of the Senior Notes as scheduled in July 2021. The Company made interest payments related to the Senior Notes of approximately $ 12.4 million during the years ended December 31, 2021, December 31, 2020 and December 31, 2019. Interest payable of approximately $ 4.7 million and $ 5.5 million was recorded in “Accrued expenses and other current liabilities” on the consolidated balance sheets at December 31, 2021 and December 31, 2020, respectively, related to the Senior Notes. Using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality, and risk profile, the Company estimated the fair value (Level 2) of its senior notes at December 31, 2021 approximates $ 219.8 million. See “Note 19— Fair Value of Financial Instruments ” for the definition of level 2 of the fair value hierarchy below. Convertible Senior Notes In August 2020, the Company issued an aggregate $ 400.0 million of 0.25 % Convertible Senior Notes due 2025, including the exercise of a $ 50.0 million initial purchasers’ option. The Company received proceeds from the issuance and sale of the Convertible Senior Notes of $ 389.7 million, net of $ 10.3 million of transaction fees and other third-party offering expenses. The Convertible Senior Notes accrue interest at a rate of 0.25 % per annum, payable semi-annually on February 15 and August 15 of each year beginning on February 15, 2021 , and will mature on August 15, 2025 , unless earlier repurchased, redeemed or converted. The Convertible Senior Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, F-39 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries Each $ 1,000 of principal of the Notes will initially be convertible into 22.2913 shares of our common stock, which is equivalent to an initial conversion price of $ 44.86 per share, subject to adjustment upon the occurrence of specified events. On or after March 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Senior Notes, holders may convert all or a portion of their Convertible Senior Notes, regardless of the conditions below. Prior to the close of business on the business day immediately preceding March 15, 2025, the Notes will be convertible at the option of the holders thereof only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2020, if the last reported sale price of the Company’s common stock for at least 20 trading days, whether or not consecutive, during a period of 30 consecutive trading days ending on, and including the last trading day of the immediately preceding calendar quarter, is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of Convertible Senior Notes for such trading day was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day ; • if the Company calls such Convertible Senior Notes for redemption; or • upon the occurrence of specified corporate events described in the Indenture. The Company may redeem all or any portion of the Convertible Senior Notes for cash, at its option, on or after August 21, 2023 and before the 51 st scheduled trading day immediately before the maturity date at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time. In addition, calling any Convertible Senior Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Senior Note, in which case the conversion rate applicable to the conversion of that Convertible Senior Note will be increased in certain circumstances if it is converted after it is called for redemption. Upon the occurrence of a fundamental change prior to the maturity date of the Convertible Senior Notes, holders of the Convertible Senior Notes may require the Company to repurchase all or a portion of the Convertible Senior Notes for cash at a price equal to 100 % of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s common stock, or a combination thereof, at the Company’s option. If the Company satisfies its conversion obligation solely in cash or through payment and delivery of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of common stock due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 50-trading day observation period. F-40 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Under existing GAAP at the time of issuance during 2020, convertible debt instruments that may be settled in cash on conversion were required to be separated into liability and equity components in a manner that reflects the issuer’s non-convertible debt borrowing rate. The carrying amount of the liability component was based on the fair value of a similar instrument that does not contain an equity conversion option. The carrying amount allocated to the equity component, which was recognized as a debt discount, represents the difference between the proceeds from the issuance of the notes and the fair value of the liability component of the notes. Based on this debt to equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. Accordingly, at issuance the Company allocated $ 336.1 million to the debt liability and $ 53.6 million to additional paid-in capital. The difference between the principal amount of the Convertible Senior Notes and the liability component, inclusive of issuance costs, represents the debt discount, which the Company amortized to interest expense over the term of the Convertible Senior Notes using an effective interest rate of 3.25 %. The Company recognized interest expense of $ 3.0 million and $ 4.4 million for the years ended December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021, the carrying value of the Notes was $ 400.0 million. In the first quarter of 2021, the Company early adopted ASU 2020-06. The Company used the modified retrospective method which resulted in a reduction in non-cash interest expense and reclassification of the equity component of the convertible senior notes of $ 55.0 million and equity component of the debt issuance costs of $ 1.4 million to liabilities on the consolidated balance sheet. The Company also adjusted the carrying amount of the convertible senior notes to what it would have been if the Company had applied ASU 2020-06 from the inception of the Notes and recorded the offset of the carrying amount adjustment of $ 3.7 million in retained earnings on January 1, 2021. The Credit Agreement and private placement includes various covenants, including restrictions on indebtedness, liens, acquisitions, investments or dispositions, payment of dividends and maintenance of certain financial ratios and conditions. The Company was in compliance with these covenants at December 31, 2021 and December 31, 2020. The Company also has in place several secondary bank credit lines for issuing letters of credit, principally for foreign contracts, to support performance and completion guarantees. Letters of credit commitments outstanding under these bank lines aggregated approximately $ 223.0 million and $ 193.1 million at December 31, 2021 and December 31, 2020, respectively. Convertible Note Hedge and Warrant Transactions In connection with the sale of the Convertible Senior Notes, the Company purchased a bond hedge designed to mitigate the potential dilution from the conversion of the Convertible Senior Notes. Under the five-year term of the bond hedge, upon a conversion of the bonds, the Company will receive the number of shares of common stock equal to the remaining common stock deliverable upon conversion of the Convertible Senior Notes if the conversion value exceeds the principal amount of the Notes. The aggregate number of shares that the Company could be obligated to issue upon conversion of the Convertible Senior Notes is approximately 8.9 million shares. The cost of the convertible note hedge transactions was $ 55.0 million. The cost of the convertible note hedge was partially offset by the Company’s sale of warrants to acquire approximately 8.9 million shares of the Company’s common stock. The warrants were initially exercisable at a price of at least $ 66.46 per share and are subject to customary adjustments upon the occurrence of certain events, such as the payment of dividends. The Company received $ 13.8 million in cash proceeds from the sales of these warrants. The bond hedge and warrant transactions effectively increased the conversion price associated with the Convertible Senior Notes during the term of these transactions from 35 %, or $ 44.86 , to 100 %, or F-41 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 $ 66.46 , at their issuance, thereby reducing the dilutive economic effect to shareholders upon actual conversion. The bond hedges and warrants are indexed to, and potentially settled in, shares of the Company’s common stock. The net cost of $ 41.2 million for the purchase of the bond hedges and sale of the warrants was recorded as a reduction to additional paid-in capital in the consolidated balance sheets. At issuance, the Company recorded a deferred tax liability of $ 16.2 million related to the Convertible Senior Notes debt discount and the capitalized debt issuance costs. The Company also recorded a deferred tax asset of $ 16.5 million related to the convertible note hedge transactions and the tax basis of the capitalized debt issuance costs through additional paid-in capital. The deferred tax liability and deferred tax asset were included net in “Deferred tax assets” on the consolidated balance sheets. Upon adoption of ASU2020-06, the Company reversed the deferred tax liability of $ 13.9 million that the Company had recorded at issuance related to the Convertible Senior Note debt discount and recorded an additional deferred tax liability of $ 0.4 million related to the capitalized debt issuance costs. In addition, the Company recorded a $ 0.9 million adjustment to the deferred tax asset through retained earnings related to the tax effect of book accretion recorded in 2020 and reversed upon adoption. 1 3 . Other Long-term Liabilities Other long-term liabilities consisted of the following at December 31, 2021 and December 31, 2020 (in thousands): 2021 2020 Self-insurance liability $ 72,424 $ 92,778 Reserve for uncertain tax positions 19,318 16,951 Finance lease obligations 2,422 1,733 Other long-term liabilities 668 20,838 Total other long-term liabilities $ 94,832 $ 132,300 Refer to “Note 14— Income Taxes ” for further discussion of the Company’s reconciliation of the beginning and ending balances of uncertain tax positions. 1 4 . Income Taxes Historically, the Company had elected to be taxed under the provisions of Subchapter “S” of the Internal Revenue Code for federal tax purposes. As a result, income was not subject to U.S. federal income taxes or state income taxes in those states where the “S” Corporation status is recognized. Therefore, previously, no provision or liability for federal or state income tax had been provided in the consolidated financial statements except for those states where the “S” Corporation status was not recognized, or where states imposed a tax on “S” Corporations. The provision for income tax in the historical periods prior to the IPO consists of these state taxes and taxes from certain foreign jurisdictions where the Company is subject to tax. In connection with the Company’s IPO on May 8, 2019, the “S” Corporation status was terminated, and the Company is now treated as a “C” Corporation under the Internal Revenue Code. The termination of the “S” Corporation status was treated as a change in tax status under Accounting Standards Codification 740, Income Taxes. These rules require that the deferred tax effects of a change in tax status to be recorded to income from continuing operations on the date the “S” Corporation status terminates. The termination of the “S” Corporation election has had a material impact on the Company’s results of operations, financial condition, and cash flows as reflected in the December 31, 2021, December 31, 2020 and December 31, 2019 consolidated financial statements. Income tax expense was impacted in 2019 primarily due to a tax benefit recorded for the revaluation of our deferred tax assets and liabilities as a result of our conversion from “S” Corporation to a “C” Corporation. The effective tax rate has increased, F-42 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 and net income has decrease d as compared to the Company’s “S” Corporation tax years, since the Company is now subject to both U.S. federal and state corporate income taxes on its earnings. Treasury and the Internal Revenue Service on December 28, 2021 released final regulations that significantly restrict the ability to credit certain foreign taxes. While the 2021 Final Regulations are effective on March 7, 2022, certain provisions are applicable to periods beginning before that date. The final regulations provide additional guidance on a wide range of topics, including the definition of a foreign income tax, the disallowance of a credit or deduction for certain foreign income taxes, the allocation and apportionment of foreign income taxes, when foreign income taxes accrue, and related rules under the Internal Revenue Code. The final regulations generally follow the proposed regulations, published on November 12, 2020, but include notable changes. Among other things, the final regulations overhaul the requirements which a foreign tax must satisfy to be claimed as a credit. The most significant change is that a foreign tax must satisfy a new "attribution requirement" for the tax to be creditable under Internal Revenue Code Sections 901 or 903. Under the attribution requirement, foreign taxes are not generally creditable unless the foreign tax law requires a sufficient nexus between the foreign country and the taxpayer’s activities or investments. The Company believes these regulations may restrict the amount of future foreign tax credits the Company is eligible to claim on its US Federal income tax return and as such, may have an impact on the Company’s future effective tax rate. The following table presents the components of our income from continuing operations before income taxes (in thousands): 2021 2020 2019 United States earnings $ 24,687 $ 64,810 $ 6,762 Foreign earnings 87,901 96,603 60,480 $ 112,588 $ 161,413 $ 67,242 The income tax expense (benefit) attributable to income from continuing operations for the years ended December 31, 2021, December 31, 2020 and December 31, 2019 consists of the following (in thousands): 2021 2020 2019 Current Federal $ 653 $ 15,663 $ 22,865 State 6,830 9,024 10,428 Foreign 19,621 16,534 20,159 Total current income tax expense 27,104 41,221 53,452 Deferred Federal 1,624 ( 186 ) ( 97,299 ) State ( 1,263 ) ( 1,785 ) ( 27,432 ) Foreign ( 3,829 ) 3,242 1,393 Total deferred tax expense (benefit) ( 3,468 ) 1,271 ( 123,338 ) Total income tax expense (benefit) $ 23,636 $ 42,492 $ ( 69,886 ) F-43 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Income tax expense (benefit) was different from the amount computed by applying the United States federal statutory rate to pre-tax income from continuing operations as a result of the following (in thousands): 2021 2020 2019 Income before income tax expense (benefit) $ 112,588 $ 161,413 $ 67,242 Tax at federal statutory tax rate 23,644 21.0 % 33,897 21.0 % 14,121 21.0 % S- corporation exclusion — 0.0 % — 0.0 % ( 4,875 ) ( 7.0 )% State taxes, net of federal tax benefit 4,192 3.7 % 4,838 3.0 % 3,223 5.0 % Change in tax status — 0.0 % 3,897 2.4 % ( 93,878 ) ( 140.0 )% Change in valuation allowance 3,865 3.4 % 6,850 4.2 % 4,502 7.0 % Change in uncertain tax positions ( 80 ) - 0.1 % 883 0.6 % 4,118 6.0 % Foreign tax rate differential ( 388 ) - 0.3 % ( 128 ) - 0.1 % 4,886 7.0 % Foreign tax credits ( 5,151 ) - 4.6 % ( 47 ) 0.0 % ( 1,313 ) ( 2.0 )% Transaction costs 540 0.5 % 61 0.0 % 1,052 1.0 % Noncontrolling interests ( 5,225 ) - 4.6 % ( 4,280 ) - 2.6 % ( 2,282 ) ( 3.0 )% Federal research credits ( 2,538 ) - 2.2 % ( 2,206 ) - 1.4 % — (— )% Executive compensation 2,352 2.1 % 80 0.0 % — (— )% Other, net 2,425 2.1 % ( 1,353 ) - 0.9 % 560 1.1 % Total income tax expense (benefit) $ 23,636 21.0 % $ 42,492 26.3 % $ ( 69,886 ) ( 103.9 )% The effective tax rate in 2021 decreased to 21.0 % from 26.3 % in 2020. The change in the effective tax rate was due primarily to an increase in untaxed income attributable to noncontrolling interests, release of a valuation allowance on foreign tax credits utilized on the 2020 federal return, a change in jurisdictional earnings, and a release of uncertain tax positions, partially offset by a write down of a foreign tax receivable and an increase in executive compensation subject to IRC Section 162(m) limitations . The effective rate in 2020 increased to 26.3% from ( 104 %) in 2019. The change in the effective rate was due primarily to the nonrecurring tax benefit items included in 2019 for the remeasurement of its U.S. deferred tax assets and liabilities due to the change in tax status from an S Corporation to a C Corporation. The effective tax rate for the year ended December 31, 2021 differs from the federal statutory tax rate primarily due to state income taxes, a recorded valuation allowance on foreign tax credit carryovers, and a write down of a foreign tax receivable and an increase in executive compensation subject to IRC Section 162(m) limitations , partially offset by benefits related to untaxed income attributable to noncontrolling interests, release of uncertain tax positions, and federal research tax credits . The effective tax rate for the year ended December 31, 2020 differs from the federal statutory tax rate primarily due to state income taxes and a recorded allowance on foreign tax credit carryovers, partially offset by benefits related to untaxed income attributable to noncontrolling interests, and federal research tax credits. The components of deferred tax assets and liabilities consists of the following at December 31, 2021 and December 31, 2020 (in thousands): F-44 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 2021 2020 Deferred tax assets Project and non-project reserves $ 24,668 $ 33,824 Employee compensation and benefits 60,397 61,260 Revenue and cost recognition 28,930 25,312 Insurance accruals 16,661 17,724 Net operating losses 11,589 9,674 Lease liabilities 54,926 62,994 Tax credit carryforwards 21,818 15,566 Other 3,323 3,296 Valuation allowance ( 27,348 ) ( 23,878 ) Total deferred tax assets 194,964 205,772 Deferred tax liabilities Intangible assets ( 16,542 ) ( 15,620 ) Right of use assets ( 48,993 ) ( 56,099 ) Other ( 6,436 ) ( 16,138 ) Total deferred tax liabilities ( 71,971 ) ( 87,857 ) Net deferred tax asset $ 122,993 $ 117,915 The Company assesses the realizability of its deferred tax assets each reporting period through an analysis of potential sources of taxable income, including prior year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies, and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if a valuation allowance against deferred tax assets is required. A valuation allowance is recorded against deferred tax assets to reflect the amount of deferred tax assets that is determined to be more-likely-than-not to be realized. The Company is not asserting that any of the earnings of the foreign subsidiaries will be permanently reinvested. Therefore, the Company has recorded a deferred tax liability for the undistributed earnings net of applicable foreign tax credits. As of December 31, 2021, and December 31, 2020, the Company’s valuation allowance against deferred tax assets was $ 27.3 million and $ 23.9 million, respectively. The Company has recorded a valuation allowance against certain tax attributes that the Company has determined are not more-likely-than-not to be realized, including certain foreign net operating loss carryforwards, foreign tax credit carryforwards, and capital loss carryforwards. From December 31, 2020 to December 31, 2021, the Company’s valuation allowance increased by $ 3.4 million. Of this increase, $ 4.1 million relates to deferred tax assets recorded for foreign tax credit carryforwards offset in part by a decrease in valuation allowance related to net operating loss carryforwards. The valuation allowance is recorded because the Company does not expect to have sufficient foreign source income to support the foreign tax credit carryforwards before they expire. As of December 31, 2021, the Company has NOLs of $ 1.7 million, $ 42.9 million, and $ 38.9 million for U.S. Federal, U.S. states and foreign jurisdictions, respectively. The utilization of the U.S. federal and U.S. state NOLs are subject to certain annual limitations. Of these amounts, $ 0.4 million, $ 32.6 million and $ 24.0 million in U.S. Federal, U.S. states and foreign jurisdictions, respectively, do not expire. The remaining amounts of NOLs in U.S. states and in foreign jurisdictions will expire if not used between 2022 and 2042 . As of December 31, 2021, the Company has foreign tax credit carryforwards of $ 19.6 million. The Company has provided a valuation allowance of $ 19.6 million as the Company considers that these credits will not be realized. These foreign tax credits start expiring in the year 2029 . F-45 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): 2021 2020 2019 Beginning of year $ 16,395 $ 15,526 $ 7,845 Increases—current year tax positions 6,203 950 7,531 Increases—prior year tax positions 1,512 1,951 1,379 Decreases—prior year tax positions ( 2,929 ) ( 1,366 ) ( 991 ) Settlements — ( 666 ) ( 124 ) Lapse of statute of limitations — — ( 114 ) End of year $ 21,181 $ 16,395 $ 15,526 At December 31, 2021, and December 31, 2020, there are $ 19.5 million and $ 15.8 million of unrecognized tax benefits that if recognized would affect the Company’s effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits as part of its income tax expense. During the years ended December 31, 2021, December 31, 2020, and December 31, 2019, the Company recognized approximately $( 0.9 ) million, $ 1.1 million, and $ 1.3 million in interest and penalties, respectively, in the consolidated statements of income. The total amount of interest and penalties accrued in the consolidated balance sheets was $ 3.5 million, $ 4.4 million, and $ 3.4 million at December 31, 2021, December 31, 2020, and December 31, 2019, respectively. The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction, various U.S. states, and foreign jurisdictions. The Company is subject to examination by tax authorities in several jurisdictions, including major jurisdictions such as Canada, Mexico, Qatar, Saudi Arabia and the United States. As of December 31, 2021, the Company’s U.S. federal income tax returns for tax years 2018 and forward remain subject to examination. U.S. states and foreign income tax returns remain subject to examination based on varying local statutes of limitations. The Company estimates that, within 12 months, it may decrease its uncertain tax positions by approximately $ 1.9 million as a result of concluding various tax audits and closing tax years. Although the Company believes its reserves for its tax positions are reasonable, the final outcome of tax audits could be significantly different, both favorably and unfavorably. It is reasonably possible that these audits may conclude in the next 12 months and that the unrecognized tax benefits the Company has recorded in relation to these tax years may change compared to the liabilities recorded for these periods. However, it is not currently possible to estimate the amount, if any, of such change. 1 5 . Contingencies The Company is subject to certain lawsuits, claims and assessments that arise in the ordinary course of business. Additionally, the Company has been named as a defendant in lawsuits alleging personal injuries as a result of contact with asbestos products at various project sites. Management believes that any significant costs relating to these claims will be reimbursed by applicable insurance and, although there can be no assurance that these matters will be resolved favorably, management believes that the ultimate resolution of any of these claims will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. A liability is recorded when it is both probable that a loss has been incurred and the amount of loss or range of loss can be reasonably estimated. When using a range of loss estimate, the Company records the liability using the low end of the range unless some amount within the range of loss appears at that time to be a better estimate than any other amount in the range. The Company records a corresponding receivable for costs covered F-46 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 under its insurance policies. Management judgment is required to determine the outcome and the estimated amount of a loss related to such matters. Management believes that there are no claims or assessments outstanding which would materially affect the consolidated results of operations or the Company’s financial position. In September 2015, a former Parsons employee filed an action in the United States District Court for the Northern District of Alabama against us as a qui tam relator on behalf of the United States (the “Relator”) alleging violation of the False Claims Act. The United States government did not intervene in this matter as it is allowed to do so under the statute. The Company filed a motion to dismiss the lawsuit on the grounds that the Relator did not meet the applicable statute of limitations. The District Court granted the motion to dismiss. The Relator’s attorney appealed the decision to the United States Court of Appeals of the Eleventh Circuit, which ultimately ruled in favor of the Relator, and the Company petitioned the United States Supreme Court to review the decision. The Supreme Court reviewed the decision and accepted the position of the Relator. The case was thus remanded to the United States District Court for the Northern District of Alabama. The defendants, including Parsons, will file appropriate pleadings opposing the allegations. At this time, the Company is unable to determine the probability of the outcome of the litigation or determine a potential range of loss, if any. Federal government contracts are subject to audits, which are performed for the most part by the Defense Contract Audit Agency (“DCAA”). Audits by the DCAA and other agencies consist of reviews of our overhead rates, operating systems and cost proposals to ensure that we account for such costs in accordance with the Cost Accounting Standards (“CAS”). If the DCAA determines we have not accounted for such costs in accordance with the CAS, the DCAA may disallow these costs. The disallowance of such costs may result in a reduction of revenue and additional liability for the Company. Historically, the Company has not experienced any material disallowed costs as a result of government audits. However, the Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future. All audits of costs incurred on work performed through 2013 have been closed, and years thereafter remain open. Although there can be no assurance that these matters will be resolved favorably, management believes that their ultimate resolution will not have a material adverse impact on the Company’s consolidated financial position, results of operations, or cash flows. 1 6 . Retirement and Other Benefit Plans The Company’s principal retirement benefit plan is the ESOP, a stock bonus plan, established in 1975 to cover eligible employees of the Company and certain affiliated companies. Contributions of treasury stock to ESOP are made annually in amounts determined by the Company’s board of directors and are held in trust for the sole benefit of the participants. Shares allocated to a participant’s account are fully vested after three years of credited service, or in the event(s) of reaching age 65, death or disability while an active employee of the Company. As of December 31, 2021, the total shares of the Company’s common stock outstanding were 103,659,731 , of which 70,328,237 were held by the ESOP. As of December 31, 2020, the total shares of the Company’s common stock outstanding were 102,360,662 , of which 76,641,312 were held by the ESOP. A participant’s interest in their ESOP account is redeemable upon certain events, including retirement, death, termination due to permanent disability, a severe financial hardship following termination of employment, certain conflicts of interest following termination of employment, or the exercise of diversification rights. Distributions from the ESOP of participants’ interests are made in the Company’s common stock based on quoted prices of a share of the Company’s common stock on the NYSE. A participant will be able to sell such shares of common stock in the market, subject to any requirements of the federal securities laws. Total ESOP contribution expense was approximately $ 54.9 million, $ 55.3 million and $ 55.5 million for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, F-47 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 respectively, and is recorded in “Direct costs of contracts” and “ Selling , general and administrative expense” in the consolidated statements of income. On April 3, 2019 , the board of directors of the Company declared a cash dividend to the Company’s sole existing shareholder at that time, the ESOP, in the amount of $ 2.00 per share, or $ 52.1 million in the aggregate (the “IPO Dividend”). The IPO Dividend was paid on May 10, 2019 . On April 15, 2019 , the board of directors of the Company declared the Stock Dividend in a ratio of two shares of common stock for every one share of common stock then held by the Company’s shareholder. The record date of the Stock Dividend was May 7, 2019 , the day immediately prior to the consummation of the Company’s IPO on May 8, 2019, and the payment date of the Stock Dividend was May 8, 2019 . Purchasers of the Company’s common stock in the Company’s public offering were not entitled to receive any portion of the Stock Dividend. During the years ended December 31, 2021 and December 31, 2020, the Company did no t declare any dividends. The Company also maintains a defined contribution plan (the “401(k) Plan”). Substantially all domestic employees are entitled to participate in the 401(k) Plan, subject to certain minimum requirements. The Company’s contributions to the 401(k) Plan for the years ended December 31, 2021, December 31, 2020 and December 31, 2019 amounted to $ 25.5 million, $ 24.4 million, and $ 25.2 million, respectively. As part of an acquisition in 2014, the Company acquired a defined contribution pension plan, a defined benefit pension plan, and supplemental retirement plan. For the defined contribution pension plan, the Company contributes a base amount plus an additional amount based upon a predetermined formula. At December 31, 2021 and December 31, 2020, the defined benefit pension plan was in a net asset position of $ 2.6 million and $ 2.0 million, respectively, which is recorded in “Other noncurrent assets” on the consolidated balance sheets. 1 7 . Investments in and Advances to Joint Ventures The Company participates in joint ventures to bid, negotiate and complete specific projects. The Company is required to consolidate these joint ventures if it holds the majority voting interest or if the Company meets the criteria under the consolidation model, as described below. The Company performs an analysis to determine whether its variable interests give the Company a controlling financial interest in a VIE for which the Company is the primary beneficiary and should, therefore, be consolidated. Such analysis requires the Company to assess whether it has the power to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company analyzed all of its joint ventures and classified them into two groups: (1) joint ventures that must be consolidated because they are either not VIEs and the Company holds the majority voting interest, or because they are VIEs and the Company is the primary beneficiary; and (2) joint ventures that do not need to be consolidated because they are either not VIEs and the Company holds a minority voting interest, or because they are VIEs and the Company is not the primary beneficiary. Many of the Company’s joint venture agreements provide for capital calls to fund operations, as necessary; however, such funding is infrequent and is not anticipated to be material. Letters of credit outstanding described in ‘Note 12— Debt and Credit Facilities ” that relate to project ventures are approximately $ 50.3 million and $ 59.3 million at December 31, 2021 and December 31, 2020, respectively. In the table below, aggregated financial information relating to the Company’s joint ventures is provided because their nature, risk and reward characteristics are similar. None of the Company’s current F-48 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 joint ventures that meet the characteristics of a VIE are individually significant to the consolidated financial statements. Consolidated Joint Ventures The following represents financial information for consolidated joint ventures included in the consolidated financial statements as of and for the years ended December 31, 2021, December 31, 2020 and December 31, 2019 (in thousands): 2021 2020 Current assets $ 246,342 $ 292,407 Noncurrent assets 2,180 2,990 Total assets 248,522 295,397 Current liabilities 175,637 201,270 Total liabilities 175,637 201,270 Total joint venture equity $ 72,885 $ 94,127 2021 2020 2019 Revenue $ 402,078 $ 450,530 $ 473,486 Costs 351,670 408,319 435,947 Net income $ 50,408 $ 42,211 $ 37,539 Net income attributable to noncontrolling interests $ 24,880 $ 20,380 $ 16,594 The assets of the consolidated joint ventures are restricted for use only by the particular joint venture and are not available for the Company’s general operations. Unconsolidated Joint Ventures The Company accounts for its unconsolidated joint ventures using the equity method of accounting. Under this method, the Company recognizes its proportionate share of the net earnings of these joint ventures as “Equity in earnings (loss) of unconsolidated joint ventures” in the consolidated statements of income. The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments. The following represents the financial information of the Company’s unconsolidated joint ventures as presented in their unaudited financial statements as of and for the years ended December 31, 2021 and December 31, 2020 (in thousands): 2021 2020 Current assets $ 1,620,735 $ 774,646 Noncurrent assets 531,261 585,802 Total assets 2,151,996 1,360,448 Current liabilities 1,088,985 703,287 Noncurrent liabilities 669,911 517,697 Total liabilities 1,758,896 1,220,984 Total joint venture equity $ 393,100 $ 139,464 Investments in and advances to unconsolidated joint ventures $ 110,688 $ 68,975 F-49 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 2021 2020 2019 Revenue $ 2,709,305 $ 1,830,802 $ 2,081,341 Costs 2,536,403 1,709,933 1,903,582 Net income $ 172,902 $ 120,869 $ 177,759 Equity in earnings of unconsolidated joint ventures $ 36,862 $ 30,059 $ 41,721 The Company had net contributions to its unconsolidated joint ventures for the year ended December 31, 2021 of $ 13.2 million and received net distributions from its unconsolidated joint ventures of $ 30.5 million and $ 38.9 million for the years ended December 31, 2020 and December 31, 2019, respectively. For the years ended December 31, 2021 and December 31, 2020, the Company recorded a $ 15.6 million and $ 15.5 million write-down, respectively, on an unconsolidated joint venture in the Critical Infrastructure segment as a result of changes in estimates made by the managing partner. For the year ended December 31, 2021, this write-down decreased operating and net income by $ 15.6 million and $ 11.6 million, respectively, and decreased diluted earnings per share by $ 0.10 . For the year ended December 31, 2020, this write-down decreased operating and net income by $ 15.5 million and $ 11.5 million, respectively, and decreased diluted earnings per share by $ 0.11 . 1 8 . Related Party Transactions The Company often provides services to unconsolidated joint ventures and revenues include amounts related to recovering overhead costs for these services. For the years ended December 31, 2021, December 31, 2020 and December 31, 2019, revenues included $ 204.7 million, $ 172.2 million, and $ 157.3 million, respectively, related to services the Company provided to unconsolidated joint ventures. For the years ended December 31, 2021, December 31, 2020 and December 31, 2019, the Company incurred approximately $ 155.5 million, $ 133.8 million and $ 119.1 million, respectively, of reimbursable costs. Amounts included in the consolidated balance sheets related to services the Company provided to unconsolidated joint ventures are as follows (in thousands): 2021 2020 Accounts receivable $ 30,246 $ 37,544 Contract assets 16,069 8,889 Contract liabilities 10,605 5,720 19 . Fair Value of Financial Instruments The authoritative guidance on fair value measurement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an “exit price”). At December 31, 2021 and December 31, 2020, the Company’s financial instruments include cash, cash equivalents, accounts receivable, accounts payable, and other liabilities. The fair values of these financial instruments approximate their carrying values due to their short-term maturities. Investments measured at fair value are based on one or more of the following three valuation techniques: • Market approach —Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; • Cost approach —Amount that would be required to replace the service capacity of an asset (i.e., replacement cost); and F-50 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 • Income approach —Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing models and lattice models). In addition, the guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities; Level 2 Pricing inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the derivative instrument; and Level 3 Prices or valuations that require inputs that are both significant to the fair value measurements and unobservable. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table sets forth assets associated with the pension plan in “Note 16— Retirement and Other Benefits Plans ” that are accounted for at fair value by Level within the fair value hierarchy. Fair value as of December 31, 2021 (in thousands): Level 1 Level 2 Level 3 Total Mutual funds $ 2,951 $ — $ — $ 2,951 Fixed income — 9,813 — 9,813 Cash and cash equivalents 489 — — 489 $ 3,440 $ 9,813 $ — $ 13,253 Fair value as of December 31, 2020 (in thousands): Level 1 Level 2 Level 3 Total Mutual funds $ 2,847 $ — $ — 2,847 Fixed income — 10,615 — 10,615 Cash and cash equivalents 571 — — 571 3,418 10,615 — 14,033 F-51 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 As described in “Note 16— Retirement and Other Benefits Plans ”, the Company acquired a defined contribution pension plan, a defined benefit pension plan, and supplemental retirement plans. At December 31, 2021 and December 31, 2020, the Company measured the mutual funds held within the defined benefit pension plan at fair value using unadjusted quoted prices in active markets that are accessible for identical assets. The Company measured the fixed income securities using market bid and ask prices. The inputs that are significant to the valuation of fixed income securities are generally observable, and therefore have been classified as Level 2. With respect to equity-based compensation, we estimate the fair value of cash settled awards based on the 60-trading day weighted average closing price of the Company’s common stock on the NYSE at the end of each reporting period and on the vesting date. For restricted stock units containing service conditions or service and performance conditions, fair value is based on the closing stock price of a share of the Company’s common stock on the NYSE on the grant date. 2 0 . Earnings Per Share The tables below reconcile the denominator and numerator used to compute basic earnings per share (“EPS”) to the denominator and numerator used to compute diluted EPS for the years ended December 31, 2021, December 31, 2020 and December 31, 2019. Basic EPS is computed using the weighted average number of shares outstanding during the period and income available to shareholders. Diluted EPS is computed similar to basic EPS, except the income available to shareholders is adjusted to add back interest expense, after tax, related to the Convertible Senior Note, and the weighted average number of shares outstanding is adjusted to reflect the dilutive effects of equity-based awards and shares underlying the Convertible Senior Note. Convertible Senior Note dilution impact is calculated using the if-converted method which was required upon adoption of ASU 2020-06. As a result, the Company elected to adopt the if-converted method during the third quarter of 2020. In connection with the offerings of our note, the Company entered into a convertible note hedge and warrants (see Note 12 Debt and Credit Facilities); however, the convertible note hedge is not considered when calculating dilutive shares given its impact is anti-dilutive. The impact of the bond hedge would offset the dilutive impact of the shares underlying the Convertible Senior Note. The warrants have a strike price above our average share price during the period and are out of the money and not included in the tables below. Dilutive potential common shares include, when circumstances require, shares the Company could be obligated to issue from its Convertible Senior Notes and warrants (see Note 12 for further discussion) and stock-based awards. Shares to be provided to the Company from its bond hedge purchased concurrently with the issuance of Convertible Senior Notes are anti-dilutive and are not included in its diluted shares. Anti-dilutive stock-based awards excluded from the calculation of earnings per share for the years ended December 31, 2021, December 31, 2020, and December 31, 2019 were 11,986 , 5,327 , and 0 , respectively. In addition, the convertible senior notes were anti-dilutive and excluded for 2020. The weighted average number of shares used to compute basic and diluted EPS were (in thousands): 2021 2020 2019 Basic weighted average number of shares outstanding 102,544 100,848 92,419 Stock-based awards 666 357 334 Convertible senior notes 8,917 - - Diluted weighted average number of shares outstanding 112,127 101,205 92,753 F-52 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The net income available to shareholders to compute basic and diluted EPS were (in thousands): 2021 2020 2019 Net income attributable to Parsons Corporation 64,072 98,541 120,534 Convertible senior notes if-converted method interest adjustment 2,130 - - Diluted net income attributable to Parsons Corporation 66,202 98,541 120,534 Share Repurchases In August 2021, the Company’s Board of Directors authorized a stock repurchase program to repurchase up to $ 100.0 million of shares of Common Stock. Repurchases under this stock repurchase program commenced on August 12, 2021 . Any and all shares of Common Stock purchased by the Company pursuant to the program shall be retired upon their acquisition and shall not become treasury shares but instead shall resume the status of authorized but unissued shares of Common Stock. The table below presents information on this repurchase program: 2021 Total shares repurchased 618,533 Total shares retired 618,533 Average price paid per share $ 35.08 As of December 31, 2021, the Company has $ 78.3 million remaining under the stock repurchase program. 2 1 . Segments Information The Company operates in two reportable segments: Federal Solutions and Critical Infrastructure. The Federal Solutions segment provides advanced technical solutions to the U.S. government, delivering timely, cost-effective hardware, software and services for mission-critical projects. The segment provides advanced technologies, supporting national security missions in cybersecurity, missile defense, and military facility modernization, logistics support, hazardous material remediation and engineering services. The Critical Infrastructure segment provides integrated engineering and management services for complex physical and digital infrastructure around the globe. The Critical Infrastructure segment is a technology innovator focused on next generation digital systems and complex structures. Industry leading capabilities in engineering and project management allow the Company to deliver significant value to customers by employing cutting-edge technologies, improving timelines and reducing costs. The Company defines its reportable segments based on the way the chief operating decision maker (“CODM”), currently its Chief Executive Officer, evaluates the performance of each segment and manages the operations of the Company for purposes of allocating resources among the segments. The CODM evaluates segment operating performance using segment Revenue and segment Adjusted EBITDA attributable to Parsons Corporation. F-53 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 The following table summarizes business segment information for the periods presented (in thousands): 2021 2020 2019 Revenues: Federal Solutions $ 1,888,050 $ 1,911,910 $ 1,887,907 Critical Infrastructure 1,772,721 2,007,036 2,066,905 Total revenues $ 3,660,771 $ 3,918,946 $ 3,954,812 The Company defines Adjusted EBITDA attributable to Parsons Corporation as Adjusted EBITDA excluding Adjusted EBITDA attributable to noncontrolling interests. The Company defines Adjusted EBITDA as net income (loss) attributable to Parsons Corporation, adjusted to include net income (loss) attributable to noncontrolling interests and to exclude interest expense (net of interest income), provision for income taxes, depreciation and amortization and certain other items that are not considered in the evaluation of ongoing operating performance. These other items include net income (loss) attributable to noncontrolling interests, asset impairment charges, income and expense recognized on litigation matters, expenses incurred in connection with acquisitions and other non-recurring transaction costs and expenses related to our prior restructuring. The following table summarizes business segment Adjusted EBITDA and a reconciliation to net income attributable to Parsons Corporation for the periods presented (in thousands): 2021 2020 2019 Adjusted EBITDA attributable to Parsons Corporation Federal Solutions $ 162,733 $ 167,340 $ 169,100 Critical Infrastructure 121,700 154,528 138,851 Adjusted EBITDA attributable to Parsons Corporation 284,433 321,868 307,951 Adjusted EBITDA attributable to noncontrolling interests 25,287 20,753 17,096 Depreciation and amortization ( 144,209 ) ( 127,980 ) ( 125,700 ) Interest expense, net ( 17,301 ) ( 20,169 ) ( 22,429 ) Income tax (expense) benefit ( 23,636 ) ( 42,492 ) 69,886 Equity-based compensation (a) ( 19,601 ) ( 9,785 ) ( 65,744 ) Transaction-related costs (b) ( 11,965 ) ( 19,922 ) ( 34,353 ) Restructuring (c) ( 736 ) ( 2,193 ) ( 3,424 ) Other (d) ( 3,320 ) ( 1,159 ) ( 6,155 ) Net income including noncontrolling interests $ 88,952 $ 118,921 $ 137,128 Net income attributable to noncontrolling interests ( 24,880 ) ( 20,380 ) ( 16,594 ) Net income attributable to Parsons Corporation $ 64,072 $ 98,541 $ 120,534 ( a ) Reflects equity-based compensation costs primarily related to cash-settled awards and stock-based awards through the incentive Award Plan. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K for a further discussion of these awards. ( b ) Reflects costs incurred in connection with acquisitions, IPO, and other non-recurring transaction costs, primarily fees paid for professional services and employee retention. ( c ) Reflects costs associated with and related to our corporate restructuring initiatives. ( d ) Includes a combination of gain/loss related to sale of fixed assets, software implementation costs, and other individually insignificant items that are non-recurring in nature. F-54 PARSONS CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021, December 31, 2020 and December 31, 2019 Asset information by segment is not a key measure of performance used by the CODM. The following table presents revenues and property and equipment, net by geographic area (in thousands): 2021 2020 2019 Revenues: North America $ 3,028,760 $ 3,215,874 $ 3,249,054 Middle East 610,655 684,353 689,067 Rest of World 21,356 18,719 16,691 Total revenues $ 3,660,771 $ 3,918,946 $ 3,954,812 Property and equipment, net North America $ 100,674 $ 116,460 $ 117,606 Middle East 3,522 4,567 5,145 Total property and equipment, net $ 104,196 $ 121,027 $ 122,751 North America revenue includes $ 2.7 billion, $ 3.0 billion and $ 3.0 billion of United States revenue for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively. North America property and equipment, net includes $ 95.0 million, $ 109.6 million and $ 109.9 million of property and equipment, net in the United States at December 31, 2021, December 31, 2020 and December 31, 2019, respectively. The geographic location of revenue is determined by the location of the customer. The prior reporting of revenue by geographic location has been conformed to the current presentation. The following table presents revenues by business lines (in thousands): 2021 2020 2019 Revenue: Defense & Intelligence $ 1,313,731 $ 1,251,304 $ 1,219,639 Engineered Systems 574,319 660,606 668,268 Federal Solutions revenues 1,888,050 1,911,910 1,887,907 Mobility Solutions 1,410,113 1,575,539 1,647,690 Connected Communities 362,608 431,497 419,215 Critical Infrastructure revenues 1,772,721 2,007,036 2,066,905 Total revenues $ 3,660,771 $ 3,918,946 $ 3,954,812 Effective July 1, 2021, the Company made changes to its Federal Solutions business units by consolidating Space & Geospatial Solutions, Cyber & Intelligence, and Missile Defense & C5ISR into a new Defense and Intelligence business unit. The prior year information in the table above has been reclassified to conform to the business line changes. 2 2 . Subsequent Events None . F-55 PARSONS CORPORATION AND SUBSIDIARIES Schedule II—Valuation and Qualifying Accounts Description Balance at beginning of period Additions Deductions Other and foreign exchange impact Balance at end of period 2021 Allowance for doubtful accounts 4,001 8 ( 54 ) - 3,955 Valuation allowance on deferred tax assets 23,878 4,873 ( 878 ) ( 525 ) 27,348 2020 Allowance for doubtful accounts 5,497 1,201 ( 2,697 ) - 4,001 Valuation allowance on deferred tax assets 17,359 7,655 ( 596 ) ( 540 ) 23,878 2019 Allowance for doubtful accounts (1) 4,722 775 - - 5,497 Valuation allowance on deferred tax assets 6,668 10,817 ( 32 ) ( 94 ) 17,359 (1) In connection with the adoption of ASU 2016-13, we have modified the historical presentation of gross receivables and the allowance for doubtful accounts to reflect only expected credit losses in the allowance in conformity with the current period presentation. F-56