What changed in this filing

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Item 1. Business

2023-02-17 compared with 2022-02-23 · 177 added, 180 removed, 399 unchanged (47% of the section changed)

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We are uniquely positioned to leverage the depth of experience and expertise from across the company and the markets in which we operate to bring solutions to our customers’ most challenging problems and critical needs – our One Parsons approach.

We have developed significant expertise and differentiated capabilities in key areas of cybersecurity, intelligence, missile defense, C5ISR (Command, Control, Computers, Communications, Cyber, Intelligence, Surveillance and Reconnaissance), space, transportation, water/wastewater, and environmental remediation.

We have developed significant expertise and differentiated capabilities in key areas of cybersecurity, intelligence, space and missile defense, critical infrastructure protection, transportation, environmental remediation and urban development.

By combining our talented team of professionals and advanced technology, we solve complex technical challenges to enable a safer, smarter more secure and more connected world.

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Our One Parsons approach brings together capabilities and innovations from across markets to provide integrated solutions for our customers.

Organizationally, we operate in two reportable segments, Federal Solutions and Critical Infrastructure, with revenue contribution of 52% and 48%, respectively, and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) contribution of 53% and 47%, respectively, for fiscal 2021.

Organizationally, we operate in two reportable segments, Federal Solutions and Critical Infrastructure, with revenue contribution of 53% and 47%, respectively, and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) contribution of 57% and 43%, respectively, for the year ended December 31, 2022 (“fiscal 2022”).

See "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Results” for further discussion on our segments.

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We provide critical technologies, including cybersecurity;

missile defense systems;

space launch, ground systems and operations;

missile defense technical solutions;

space launch and ground systems;

space and weapon system resiliency;

geospatial intelligence;

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nuclear and chemical waste remediation;

and engineering services.

border security, critical infrastructure protection;

counter unmanned air systems;

and biometrics and biosurveillance.

government and its agencies represent substantially all of the revenue of our Federal Solutions segment.

government agencies include the United States intelligence community, the U.S.

Department of Defense, including military services, and Missile Defense Agency, the Department of Energy, the Department of Homeland Security and the Federal Aviation Administration.

Department of Defense, including military services, and Missile Defense Agency, the Department of Energy, the Department of State, the Department of Homeland Security and the Federal Aviation Administration.

Critical Infrastructure:

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leveraging sensors and data to drive smart sustainable infrastructure.

Our capabilities in environmental remediation, water and wastewater treatment systems, and project management allow us to deliver value to our customers by employing advanced technologies, improving timelines and reducing costs while reducing environmental impacts and improving the quality of life.

Our capabilities in environmental remediation, water and wastewater treatment systems, and urban development allow us to deliver value to our customers by employing advanced technologies, improving timelines and reducing costs while reducing environmental impacts and improving the quality of life.

We serve a diverse global customer base including federal, state, municipal and industry customers, and private sector infrastructure owners, such as the transportation authorities for the cities of Los Angeles, New

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Our team of engineers, scientists, programmers and other specialists include PhDs and certified hackers, and a large number of our skilled workforce hold government security clearances, which provides a competitive advantage for the highly technical and demanding work we perform.

Parsons is focused upon the risks and opportunities associated with climate change.

In 2022, Parsons elected to disclose information related to our climate-related governance, risk management and metrics utilizing the Task Force on Climate-Related Financial Disclosures (TCFD) framework.

We conducted climate risk and opportunity workshops with senior leaders representing a cross-section of our geographies, markets and corporate functions.

The Corporate Governance and Responsibility Committee of our Board of Directors provides oversight of environmental, social and governance (ESG), including climate-related topics, and the Audit and Risk Committee provides oversight of our enterprise risk management program, including climate-related risks.

Our Chief Executive Officer holds overall

executive-level responsibility for ESG.

Primary responsibility for ESG risk and opportunity identification and manag ement is assigned to our vice president for ESG.

In fiscal 2022, we generated revenues of $4.2 billion, net income attributable to Parsons Corporation of $96.7 million and Adjusted EBITDA of $352.8 million.

For a definition of Adjusted EBITDA and reconciliation to net income attributable to Parsons Corporation, see Item 6 – Selected Financial Data.

We achieved an overall win rate of 56.0% in fiscal 2021, 46.4% in fiscal 2020 and 37.4% in fiscal 2019, which includes strong re-compete win rates that exceeded 97% in 2021 giving us long-term certainty on key contracts.

As of December 31, 2021, our total backlog was $8.3 billion, an increase of 3.1% from December 31, 2020, due in part to the acquisition of Black Horse Solutions, Inc.

For a definition of Adjusted EBITDA and reconciliation to net income attributable to Parsons Corporation, see Management’s Discussion and Analysis of Financial Condition and Results of Operations .

We achieved an overall win rate of 48.6% in fiscal 2022, 56.0% in the year ended December 31, 2021 (“fiscal 2021”) and 46.4% in the year ended December 31, 2020 (‘fiscal 2020”), which includes strong re-compete win rates that exceeded 90% in fiscal 2022 giving us long-term certainty on key contracts.

As of December 31, 2022, our total backlog was $8.2 billion, a decrease of 2.0% from December 31, 2021, due in part to the acquisition of Xator Corporation.

Our Services, Products and Solutions

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intelligence community, U.S.

Cyber Command, the Department of Justice and the Department of Homeland Security.

Cyber Command, and the Department of Justice.

D&I is a mission partner for differentiated technical solutions, products, and services, delivering innovations in cyber, space, missile defense, multi-domain command and control, intelligence, surveillance and reconnaissance, electromagnetic spectrum dominance, and directed energy.

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Department of Defense (DOD), including the Special Operations Command (SOCOM), the United States Space Force, the Space Development Agency (SDA), the National Aeronautics and Space Administration (NASA), research laboratories and military services.

We focus on providing small satellite launch and integration, satellite ground systems, fight dynamics, data fusion and analytics, platform system integration, directed energy, joint all-domain operations, and command and control systems.

We focus on providing small satellite launch and integration, satellite ground systems, flight dynamics, data fusion and analytics, platform system integration, directed energy, joint all-domain operations, and command and control systems.

As an example, we are the prime contractor responsible for the DOD’s small satellite integration efforts through our Launch Manifest Systems Integration program with the U.S.

Air Force and have successfully completed four of four launches.

Representative products include our Command and Control Core (C2Core®) mission planning and tasking suite that links requests, effects and operational guidance in a unified database, and our Performance-Enhanced Airborne Reconnaissance Low (PeARL®) family of sensors that provides very high-resolution imagery to support operational requirements.

As part of this effort, we are providing the full range of hardware and system integration services, including the design, assembly, testing, and processing required to integrate small-satellite payloads onto a launch system.

Our engineering and integration team performs the full scope of designing, assembling, testing and integrating systems to meet responsive launch missile needs.

Our ground support equipment is enabling efficient and effective access to space for small satellites on commercial, national security and small class launch systems.

Representative products include our Command and Control Core (C2Core®) mission planning and tasking suite that links requests, effects and operational guidance in a unified database, and ZEUS® Recovery of Airbase Denied by Ordnance (RADBO) laser neutralization system offering critical force protection in any operational theater.

Engineering and Technical Services – We provide science, engineering, and technical services to a variety of government customers, including missile defense, space and all military service branches.

Our customers include the DOD, including

military services, the Missile Defense Agency (MDA), the National Geospatial -I ntelligence Agency (NGA), and the National Reconnaissance Office (NRO).

Our customers include the DOD, including military services, the Missile Defense Agency (MDA), the National Geospatial-Intelligence Agency (NGA), and the National Reconnaissance Office (NRO).

Our solutions include integrated air and missile defense, geospatial intelligence, threat analytics, and space situational awareness.

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Another example is our work with NGA in providing automated capabilities to analyze, collect and expose geospatial intelligence content from the open-source environment.

Our Parsons’ Universal Modeling and Analysis (PUMA) is our advanced M&S capability, capable of modeling a full-scale joint domain command and control (JADC2) environment from detailed sensor models to adversary weapons platforms, all recreated in a high-fidelity 3D simulation.

Parsons Digital Engineering Framework (PDEF) provides the capability for accelerated analytics and agile prototyping, supporting rapid development and deployment capabilities through a leading-edge digital-based system engineering development and execution framework, leveraging model-based system engineering (MBSE) tooling and modeling & simulation (M&S) performance tools, which are capable of modeling a full-scale joint domain command and control (JADC2) environment from detailed sensor models to adversary weapons platforms, all recreated in a high-fidelity simulation.

High-Consequence Missions – We provide capabilities across the digital landscape, including full-spectrum cyber, information operations, electronic warfare, multi-domain operations, mission support and national to tactical operations.

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Cyber Command, DOD research laboratories, and military cyber services.

The acquisition of BlackHorse Solutions allows us to capitalize on quickly evolving Information Operations and converged cyber and electronic warfare missions for national security and DOD customers.

The acquisition and integration of BlackHorse Solutions allows us to capitalize on quickly evolving Information Operations and converged cyber and electronic warfare missions for national security and DOD customers.

Cyber solutions and products augment and automate full spectrum cyber operations, including our Automated Management Solutions (AMS), a software framework that integrates disparate cyber capabilities, tools and infrastructures into a common system architecture that assists military cyber operators with conducting worldwide military cyber operations.

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We also develop analysis and anomaly detection tools for radio frequency and airborne communications.

We develop t ools and tradecraft to conduct Information Operations across the physical and cyber domains, giving customers complete situational awareness for force protection and decision making with the Information Environment .

We develop tools and tradecraft to conduct Information Operations across the physical and cyber domains, giving customers complete situational awareness for force protection and decision making with the Information Environment.

ES—Our ES business unit focuses on advanced technology services for complex energy and chemical systems, aviation, life sciences and bio-surveillance systems, environmental remediation, security and protection systems, and associated complex infrastructure.

Representative customers include the Department of Energy (DOE), the Defense Threat Reduction Agency (DTRA), the Department of Homeland Security (DHS), the U.S.

Representative customers include the Department of State (DOS), the Department of Energy (DOE), the Defense Threat Reduction Agency (DTRA), the Department of Homeland Security (DHS), the U.S.

Army Corps of Engineers (USACE), the Federal Aviation Administration (FAA), the National Aeronautics and Space Administration (NASA), the United States Postal Service (USPS), the Department of Labor (DOL) and the Jet Propulsion Laboratory (JPL).

Representative offerings include nuclear waste processing and treatment, weapons of mass destruction elimination, munitions destruction, remediation of unexploded ordinances and hazardous, toxic, reactive wastes, architectural and engineering design, program and project management, infectious disease control analytics and data protection.

Our expertise includes designing and implementing first of a kind processing and production facilities, technology deployment in response to pandemic outbreaks, and delivery of solutions addressing resiliency, security and sustainability, as well as delivery of highly complex infrastructure in challenging environments and geographies.

Representative programs include the National Science Foundation’s Antarctica Infrastructure Modernization for Science, the FAA Technical Services Contract, the DOE Salt Waste Processing Facility, the DTRA Cooperative Threat Reduction Integrating Contract, and the Radford Army Munition Plant Energetic Waste Incinerator.

We completed two acquisitions in 2021 which strengthened the capabilities of our Federal Solutions organization.

On July 6, 2021, we acquired Black Horse Solutions, Inc.

for $205 million.

The strategic acquisition expands Parsons’ capabilities and products in next-generation military, intelligence and space operations, specifically in cyber, electronic warfare and information dominance.

BlackHorse Solutions’ technology is shaping the future of information dominance and converged military operations by unifying cyber, electromagnetic warfare, and information operations for the Department of Defense and Intelligence Community customers.

BlackHorse Solutions also provides autonomous and distributed detection, identification, exploitation and the defeat of today’s most complex communications.

Further, on July 30, 2021, we acquired Echo Ridge, LLC for approximately $9 million.

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.

On June 1, 2022, we completed the acquisition of Xator Corporation in a transaction valued at $ 388 .3 million.

This strategic acquisition expands Parsons’ presence within the U.S.

Special Operations Command, the Intelligence Community, Federal Civilian customers, and global critical infrastructure markets, while providing new customer access at the Department of State.

Xator also expands Parsons’ customer base and brings differentiated technical capabilities in critical infrastructure protection, counter-unmanned aircraft systems ( cUAS ), intelligence and cyber solutions, biometrics, and global threat assessment and operations, increasing our addressable market s in both the Federal Solutions and Critical Infrastructure segments.

Critical Infrastructure

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We are expanding our portfolio in key emerging growth areas, including integrated transportation systems, smart mobility, environmental remediation, and water/wastewater treatment.

CC—Our CC business unit includes intelligent transportation systems, energy, environment, aviation, rail and transit, as well as our software house and digital transformation organization.

Our customers include state and local governments, smart city developers, and private sector infrastructure owners, such as the transportation authorities for the cities of Los Angeles, New

York and Paris, the states or provinces of Georgia, Ontario and Texas and rail and transit entities , including AMTRAK, CSX , Metrolinx (Ontario Canada), and the WMATA.

Technology capabilities include AI /ML , cloud, digital twins, cyber, systems integrat ion, intelligent transportation network software, vehicle inspection data analytics software, automated people mover , baggage handling systems and autonomous vehicle integration.

CC—Our CC business unit includes intelligent transportation systems, utilities, environmental remediation, emerging contaminants, aviation, rail and transit, a software house and ParsonsX, our enterprise digital transformation organization.

Our customers include state and local governments, Fortune 100 companies, smart city developers, and private sector infrastructure owners, such as the transportation authorities for the cities of Los Angeles, New York and Paris, the states or provinces of Georgia, Ontario and Texas and rail and transit entities, including AMTRAK, CSX, Metrolinx (Ontario Canada), and the WMATA.

Technology capabilities include AI/ML, cloud, digital twins, cyber, systems integration, intelligent transportation network software, vehicle inspection data analytics software, automated people mover, electric vehicle infrastructure, and autonomous vehicle integration.

Parsons provides integrated traffic solutions for arterials, smart intersections, airport landside, ports and tolling integrators.

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For aviation, we play a critical role as program manager for global airports.

We are the program manager of the environmentally sensitive Diamond Head Extension Program at Honolulu International Airport, the Houston Airport System, and the Landside Access Modernization Program for Los Angeles International Airport.

Our rail and transit capabilities include systems optimization, communications-based train control, rail system design and system assurance.

We have more than six decades of experience in this market and have supported over 400 rail and transit customers.

Key programs included Edmonton light rail transit (as part of the Marigold Infrastructure Partners consortium) and the Bay Area Rapid Transit Communications-Based Train Control.

Key programs included Edmonton light rail transit (as part of the Marigold Infrastructure Partners consortium), New York MTA Systems and Facility Engineering Services, Program Management for Marseille Metro, and the Bay Area Rapid Transit Communications-Based Train Control.

For our bus transit customers, we provide strategic fleet transition planning, zero-emission bus infrastructure design, and benefit-cost analysis to achieve net zero goals.

Our Energy and Environment group delivers engineering, program management and environmental solutions to private sector industrial clients and public utilities.

Customers are diverse and include chemical, energy, utility, communications, manufacturing and provincial agency customers.

Our capabilities include environmental remediation, process engineering and program management of capital projects.

We have a unique offering in this space, as Parsons understands our customers’ domains and can deliver advanced technology solutions, including cyber-physical security, environmental remediation, geospatial intelligence and 3D image processing, and application of virtual augmented reality.

We support our customers in achieving net zero targets and ESG goals through grid modernization, renewables, methane reduction, and orphaned-well abandonment.

We have a unique offering in this space, as Parsons understands our customers’ domains and can deliver advanced technology solutions, including cyber-physical security, emerging contaminants and PFAS, environmental remediation, geospatial intelligence and 3D image processing, and application of virtual augmented reality .

ParsonsX provides digital transformation, advisory services, AI/ML, digital twin and cyber capabilities across many end markets in our Federal Solutions and Critical Infrastructure business segments.

MS— Our MS business unit provides planning, engineering and management services for complex infrastructure, including bridges and tunnels, roads and highways, water and wastewater, dams and reservoirs.

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Our capabilities include technologies in long-span bridges, tunnels, building Information modeling, and water/wastewater.

Examples of our design capabilities are our role as the leading designer of the Tacoma Narrows Bridge, the largest twin tower suspension bridge in the world, lead designer for the Goethals bridge connecting Staten Island, NY, and Elizabeth, NJ, and lead designer for the Federal Way link extension for Sound Transit in Seattle.

Examples of our design capabilities are our role as the lead designer of the Tacoma Narrows Bridge, the largest twin tower suspension bridge in the world when it opened, lead designer for the Goethals bridge connecting Staten Island, NY and Elizabeth, NJ, and lead designer for the Federal Way link extension for Sound Transit in Seattle.

For program management, we are part of the Riyadh Metro Transit Consultants responsible for program management of the Riyadh metro system, the largest metro system under development in the world.

In addition, we are the program manager for the California Delta Water Conveyance Modernization Project, a multi-billion environmentally

compliant water transfer project to improve water supply sustainability and reliability for human and environmental uses.

In addition, we are the program manager for the California Delta Water Conveyance Modernization Project, a multi-billion environmentally compliant water transfer project to improve water supply sustainability and reliability for human and environmental uses.

Our Market Opportunities

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National Security and cybersecurity threats are increasing in volume and sophistication as global connectivity and the rise of social media have led to an explosion in the amount of available and exploitable data.

The recent SolarWinds hacking incident is a noteworthy example, and attacks on our critical infrastructure continue to rise.

The Center for Strategic and International Studies estimates that threats from hacks, cyber criminals, foreign governments, malicious insiders and corporate espionage have a $600 billion annual global cost impact.

The proliferation of mobile devices, smart devices and cloud computing has vastly increased the need for enterprise-wide risk-based cybersecurity programs and governments have become increasingly aware of the need for a proactive approach to the risk of cyber-attacks.

We believe that this market will continue to grow in response to the shifting threat landscape and recent high-profile attacks, including SolarWinds.

Additionally, there has been an increase in aggressive nation state cyber activity in the past year partly driven by the Russia-Ukraine war and attacks on Ukraine’s critical infrastructure.

Attacks by cyber-criminals seeking financial gain are also growing in volume and sophistication .

We believe that the cybersecurity market will continue to grow in response to the nation state threat landscape and the vulnerabilities inherent in critical infrastructure.

Consistent Need for Actionable Intelligence to Support U.S.

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Furthermore, modernized infrastructure is important to recover from unexpected disasters caused by climate change.

The United States infrastructure needs exceed $2 trillion according to the American Society of Civil Engineers, for roads, highways, bridges, water/wastewater and other infrastructure needs.

The Infrastructure Investment and Jobs Act (IJJA) has increased funding for roads and highways, bridges, rail and transit, and aviation.

Additionally, global infrastructure is aging and there is demand in other regions, including Canada, the Middle East and Europe.

The $1.2 trillion United States Infrastructure Investment and Jobs Act (IJJA) has increased funding for roads and highways, bridges, rail and transit, and aviation.

Additionally, global infrastructure is aging and there is demand in other regions, including Canada and the Middle East.

In particular, the Saudi Vision 2030 focus is driving major industrial city and urban development projects.

Critical infrastructure, specifically transportation infrastructure that is essential to national economic and security concerns including airports, bridges, and rail and transit systems, is particularly vulnerable.

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Urbanization Creates Demand for Smart Cities with Connected Populations .

important real-time information and better serve their citizens and reduce carbon emissions .

I ntegrated corridor management solutions, intelligent transportation systems, advanced rail systems and updated telecommunication networks will keep cities around the world functioning as smart and sustainable cities and serve as engines for economic growth.

Cities around the globe increasingly demand new more sustainable capabilities, such as sensor networks and communication strategies to connect streetlights, security cameras and emergency systems, to provide important real-time information and better serve their citizens and reduce carbon emissions.

Integrated corridor management solutions, intelligent transportation systems, advanced rail systems and updated telecommunication networks will keep cities around the world functioning as smart and sustainable cities and serve as engines for economic growth.

Transformation of Legacy Service Delivery Models through Technology and Digital Transformation .

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Our differentiated business model has driven high win rates with strong book-to-bill, expanded bottom line performance, record backlog levels and low capital requirements.

We achieved average award and incentive fees of 93% in fiscal 2021 and average award and incentive fees of 89% in fiscal years 2020 and 2019.

We achieved average award and incentive fees of 91% in fiscal 2022, 93% in fiscal 2021 and 89% in fiscal 2020.

Incentive fees are fees earned for achievement of certain performance criteria included in our contracts, such as achievement of target completion dates or target costs, and our incentive fees average is calculated as the actual incentive fees achieved as a percentage of incentive fees expected to be earned in the applicable period.

In addition, we achieved a win rate of 48.6% in fiscal 2022, 56% in fiscal 2021 and 46% in fiscal 2020, for new awards that we bid on (including a win rate on re-compete contracts and task orders in the Federal Solutions segment of 89% in fiscal 2022, 97% in fiscal 2021 and 85% in fiscal 2020).

In fiscal 2021, our Federal Solutions revenues decreased 1.2% and our Critical Infrastructure revenues decreased 11.7% year-over-year.

As of December 31, 2021, our backlog was $8.3 billion, up 3.1% from year end fiscal 2020.

In fiscal 2022, our Federal Solutions revenues increased 17.2% and our Critical Infrastructure revenues increased 11.8% year-over-year.

As of December 31, 2022, our backlog was $8.2 billion, down 2.0% from year end fiscal 2021.

Long-Term Customer Relationships

We maintain long-term relationships with key government and commercial customers, many of which span over 40 years.

For example, in the Federal Solutions segment, we have been providing support to the MDA for over 30 years with over 1,000 personnel imbedded with the customer.

For example, in the Federal Solutions segment, we have been providing support to the MDA for nearly 40 years with over 1,000 personnel imbedded with the customer.

We have provided services to the Department of Energy for over 50 years on a variety of projects, including work on DOE’s Loan Guarantee Program that funds renewable and clean energy projects, and have over 20 years of support with the United States Space Force customers.

In the Critical Infrastructure segment, we have supported the WMATA for over 50 years and have served as Program Manager for Yanbu Industrial City for over 43 years.

In the Critical Infrastructure segment, we have supported the WMATA for over 50 years and have served as Program Manager for Yanbu Industrial City for nearly 50 years.

These longstanding relationships give us the insight and customer intimacy to align our research and development investments based on customer needs and enable high win rates for prime contract positions on the most technically demanding assignments.

We believe that our position as a recognized leader in integrity, innovation, operational efficiency, safety and security, environmental and health, and our ability to deliver exceptional quality has resulted in a high level of re-compete wins and has driven

substantial customer loyalty.

Market segments including cybersecurity, missile defense, C5ISR, space systems and connected cities require leading-edge technologies and extensive technical know-how, and necessitate consistently exceptional performance, thus further entrenching us with our key customers and driving our long-term relationships.

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With a rich history and deep domain expertise in market areas such as rail, transit, aviation, environmental remediation, space mission engineering, cyber and C5ISR, we apply advanced solutions that leverage emerging and enabling technologies, such as edge computing, cloud and native platforms, advanced data analytics, cybersecurity, and AI/ML.

Leveraging our agile innovation framework and a cadre of seasoned domain experts, solutions architects, and technologists, we seek out customer challenges and lead with innovative solutions to drive growth.

Leveraging our agile innovation framework and a cadre of seasoned domain experts, solutions architects, and technologists, we seek out customer challenges and lead with innovative solutions to drive

Additionally, through our acquisitions, we continue to enhance our overall capability offerings in innovative ways, providing more robust solutions that meet our customers’ most challenging needs.

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World Class Talent

Our most important asset is our diverse team of talented employees, nearly 15,500 as of December 31, 2021, whose technical expertise is sought by our clients for their most sophisticated applications and

As an employer of choice, Parsons has won several awards for its commitment to diversity, equity and inclusion, and we provide opportunities for training, upskilling and internal mobility for all employees.

Our base of diverse, committed and passionate experts is critical to delivering our leading capabilities.

Our employees choose us and stay with us for the opportunity to collaborate with our customers, deploy our expansive technical resources, rapidly bring bold ideas to market and work on leading solutions to enable a better world.

Our professionals are highly educated, with a wide range of technical acumen and in-depth domain knowledge and expertise.

Our employees hold more than 17,000 degrees and professional credentials, including those with registrations and certifications in technical areas like Agile methodology, Project Management, Engineering, Environmental, Architecture, Technology and Security as of December 31, 2021.

Our diverse teams understand our clients and are comprised of technology subject matter experts and professionals with deep knowledge and experience.

Our management team has significant experience executing strategies for delivering profitable growth and is recognized for operational excellence and leadership integrity.

They possess diverse leadership capabilities in the markets we serve and the solutions and technology we deliver.

We believe that our resilience – and that of the communities in which we work – relies on advancing equality in the workplace through a diverse community of innovators and an empowered workforce.

We also aim to be the employer of choice for top talent in every market that we serve by fostering a positive culture for employee engagement;

focusing on diversity, equity, and inclusion;

emphasizing health and wellbeing for all employees;

and encouraging career development at all levels of the organization.

Our success is measured by our business performance, by the enthusiasm of our employees, and by our commitment to our employees’ growth.

Demonstrated Ability to Identify and Execute Acquisitions to Transform our Business

Strategic acquisitions that augment our technology offerings and capabilities are a key tenet of our growth strategy.

We have completed seven strategic acquisitions since 2017, all within our Federal Solutions business segment, which collectively provided us with a wide variety of complementary technology capabilities, with an aggregate purchase price in excess of $1.5 billion.

We have completed eight strategic acquisitions since 2017, all within our Federal Solutions business segment, which collectively provided us with a wide variety of complementary technology capabilities, with an aggregate purchase price in excess of $1.9 billion.

This highlights our ability to successfully identify and execute on attractive opportunities to augment our leading technical offerings.

These acquisitions include:

Xator Corporation:

Acquired on June 1, 2022 at a purchase price of $388.3 million.

Xator expands Parsons’ presence within the U.S.

Special Operations Command, the Intelligence Community, Federal Civilian customers, and global critical infrastructure markets, while providing new customer access at the Department of State.

biometrics, and global threat assessment and operations, increasing our addressable market in both the Federal Solutions and Critical Infrastructure segments.

BlackHorse Solutions, Inc.:

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OGSystems’ VIPER Labs and Immersive Engineering techniques serve as the catalysts for deployment of geospatial systems and software, embedded system threat analytics and cloud engineering solutions.

OGSystems’ advanced hardware solutions include

the PeARL family of sensors, combining industry-leading camera and optic lens technologies with our software solutions, yielding very high resolution 2D and 3D aerial imagery.

OGSystems’ advanced hardware solutions include the PeARL family of sensors, combining industry-leading camera and optic lens technologies with our software solutions, yielding very high resolution 2D and 3D aerial imagery.

Polaris Alpha :

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These include hiring, retaining, and developing our employees, continually enhancing and optimizing our core business processes, resourcing and capitalizing on our high-growth markets and acquiring and integrating companies that possess transformative and disruptive technologies.

Driven by a high-purpose culture, we recognize that our people are key to our operating model to develop and deliver the technology to support our customers’ critical missions.

Driven by our people-first and high-purpose culture, we recognize that our people are key to our success in developing and delivering the technology and solutions to support our customers’ critical missions.

Our most important asset is our diverse team of talented employees, over 17,000 as of December 31, 2022, who are committed and passionate experts critical to delivering leading capabilities and whose expertise is sought by our clients for their most sophisticated applications and challenges.

Our employees choose Parsons and stay with us for the opportunity to collaborate with our customers, deploy our expansive technical resources, rapidly bring bold ideas to market and work on leading solutions to enable a better world.

Our management team has extensive experience executing strategies for delivering profitable growth and is recognized for operational excellence and leadership integrity.

They possess diverse leadership capabilities in the markets we serve and the solutions and technology we deliver.

Most importantly, we strive to give our employees and managers the best possible employee experience throughout their careers with Parsons.

We are committed to attracting, retaining, and developing a diverse and inclusive workforce by having a:

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Dual technical career path that leads to positions as Chief Technology Officer and/or Technical Fellow

Diversity, Equity and Inclusion (DEI) program that is driven by employee enterprise business groups

Diversity, Equity and Inclusion (DEI) program

“Parsons Gives Back” program to support our communities and promote volunteering

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Robust university relations and intern program to help shape the next generation of leaders and promote diversity

Internal mobility program that rotates people from one business unit or segment to another

Internal mobility program that supports employee growth, career development and retention

By “getting to yes”, we enable the delivery of agile, innovative, and transformative solutions to our customers.

We seek to enhanc e and optimiz e our core business and improv e our financial performance, including revenue growth, margin expansion and positive cash flow, using the following strategies:

We seek to enhance and optimize our core business and improve our financial performance, including revenue growth, margin expansion and positive cash flow, using the following strategies:

Developing a company-wide agile framework to enable responsive solutions delivery

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Department of Defense and Intelligence Community customers.

Space - Extend our space situational awareness, small satellite integration and payload, command and control and enterprise ground systems to our current space customers and to new space and geospatial customers in the government and commercial space markets.

C5ISR – Move up the value chain to a large-scale integrator of C5ISR systems and diversify our customer base.

Missile Defense – Support our customer’s integrated air and missile defense strategy and deployment.

Space and Mission Defense- Extend our space situational awareness, small satellite integration and payload, command and control and enterprise ground systems to our current space customers and to new space and geospatial customers in the government and commercial space markets.

Support our customer’s integrated air and missile defense strategy and deployment.

Provide thought leadership in evolving areas, including hypersonic defense.

Critical Infrastructure Protection – Provide critical infrastructure protection in sectors where we have installed base, including facilities, health care, transportation and energy.

Deliver holistic solutions including electronic security systems, cybersecurity, counter unmanned air systems and biometrics.

Transportation – Capitalize on the increased funding in the IIJA and increased global transportation and infrastructure spending to further our roads and highways, bridges, rail and transit, and aviation business.

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Leverage technology to drive smart, sustainable infrastructure.

Environmental remediation – Leverage our specialized skill and experience with respect to re mediating mines and oil wells and eliminating emerging contaminants.

Water/wastewater treatment – Apply our design capabilities and innovative technologies to modernize, upgrade and create new water/wastewater treatment systems.

Environmental remediation – Leverage our specialized skill and experience with respect to remediating mines and oil wells and eliminating emerging contaminants.

Apply our design capabilities and innovative technologies to modernize, upgrade and create new water/wastewater treatment systems.

Urban development – Leverage our program management, urban planning and urban design competencies to develop new industrial cities and mixed-use developments.

Mergers and Acquisitions

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In the case of a termination for convenience, we would not receive anticipated future revenues, but would generally be permitted to recover all or a portion of our incurred costs and fees for work performed.

The industries we operate in consist of a large number of enterprises ranging from small, niche-oriented companies to multi-billion-dollar corporations that serve many government al and commercial customers.

We compete on the basis of our technical expertise, technological innovation, our ability to deliver cost-effective multi-faceted services in a timely manner, our reputation and relationships with our customers, qualified and/or security-clearance personnel, and pricing.

Our main competitors in Federal Solutions are U.S.

federal systems integrators and service providers such as Booz Allen Hamilton, CACI International Inc, Leidos Holdings, Inc., ManTech International Corporation, Science Applications International Corporation, Lockheed Martin Corporation, Northrop Grumman Corporation, Per aton , and Raytheon Technologies .

Our main competitors in Critical Infrastructure include AECOM, Jacobs Engineering Group Inc.

, Stantec, Tetra Tech, Inc., and WSP, as well as Kapsch and Opus in the Connected Communities market.

federal systems integrators and service providers such as Booz Allen Hamilton, CACI International Inc, Leidos Holdings, Inc., ManTech International Corporation, and Science Applications International Corporation.

Our main competitors in Critical Infrastructure include AECOM, Jacobs Solutions Inc., Stantec, Tetra Tech, Inc., and WSP.

Our results may be affected by variances as a result of weather conditions and contract award seasonality impacts that we experience across our businesses.

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Human Capital Management

We are committed to enhancing our position as a leading employer in our industry.

We are committed to enhancing our position as a leading employer in our industry and aim to do this through providing a positive employee experience.

Our culture and reputation as a leading provider of technology-driven solutions in the defense, intelligence and critical infrastructure markets enables us to recruit and retain some of the best available talent across the globe.

We believe that we are stronger and smarter when we work together and celebrate our diverse backgrounds.

Our professionals are highly educated, with a wide range of technical acumen and in-depth domain knowledge and expertise.

Our employees hold more than 18,000 degrees and professional credentials, including those with registrations and certifications in technical areas like Agile Methodology, Project Management, Engineering, Environmental, Architecture, Technology and Security as of December 31, 2022.

Our diverse teams understand our clients and are comprised of technology subject matter experts and professionals with deep knowledge and experience.

Approximately 25% of our employees, including 64% of the employees in our Federal Solutions business segment, hold security clearances as of that date.

Of those holding such clearances in Federal Solutions, approximately 55% are Sensitive Compartmented Information Level clearances, which often require the completion of a polygraph.

Diversity, Equity and Inclusion

Embracing diversity, equity and inclusion (DEI) in all aspects of our business is fundamental to our corporate culture and vital to our continued growth and success.

Our DEI Council is composed of a diverse cross section of employees in the organization, representing different markets, regions, disciplines, and levels.

As an employer of choice, we are invested in attracting and developing top talent.

To that end, we believe that to make continued progress we must implement effective initiatives built into the employee life cycle.

Our DEI initiatives embody the unique qualities of our employees and encourage a workforce comprised of people with diverse backgrounds, beliefs, and experiences.

We are proud of our evolving culture to promote diversity, equity and inclusion to foster a sense of belonging.

We believe in doing right by the communities we serve, and we have policies prohibiting discrimination (age, race or ethnicity, gender/gender identity, religion, sexual orientation, or disability), child labor and human trafficking.

We believe that Parsons is the place for our diverse employees to make a difference.

In 2021, we set a goal to enhance our gender diversity in the North America workforce and to enhance ethnic diversity in the U.S.

We increased our diversity representation in the U.S.

by 1.8% and continue to make progress for our female representation across Parsons.

In 2022, we added a diversity goal to our short-term incentive plan design to drive desired outcomes and higher overall representation for global female representation and US ethnicity representation.

In both areas, we have seen an overall increase (1% for female global representation and 3% in US ethnicity representation) since 2021.

This improvement was largely attributed to strong hiring in 2022 globally and lower overall attrition.

A high level of engagement among employees is reflected in our 2021 culture and engagement scores, which had over 40% participation and reflected significant improvements gained in survey areas such as overall employee satisfaction and collaboration among teams to achieve company goals and strong engagement scores with regard to managers supporting growth and development of employees, fostering a collaborative team environment where information and ideas are shared, and accountability from managers for high performance.

Our principal asset is our team of diverse employees.

A large percentage of our employees have technical and professional backgrounds and undergraduate and/or advanced degrees, with our employees holding more than 17,000 degrees and professional credentials, including registrations and certifications in technical areas such as Agile Methodology, Project Management, Engineering, Architecture, Green Building/Sustainability, Technology, and Security as of December 31, 2021.

Approximately 21% of our employees, including 57% of the employees in our Federal Solutions business segment, hold security clearances as of that date.

Of those holding such clearances in Federal Solutions, approximately 63% are Top Secret/Sensitive Compartmented Information Level clearances, which often require the completion of a polygraph.

In 202 1 , we focused on retain ing and develop ing our employees on highly sought-after key programs as part of the knitting of our success .

Such programs include the mentoring program , Parsons Distinguished Recognition and Incentive Program (DRIVE) , and the Parsons’ Fellows Program.

We pulse our workforce annually through an employee engagement survey and the data these surveys provide help us identify areas where our culture is evolving and key strategic areas where we need to continue to focus our energies to improve employee engagement and the employee experience.

This data is critical in guiding our cultural journey to become a more dynamic, entrepreneurial, and creative place to work.

This year, we saw some of our highest participation rates among our business groups and functions in years, with an overall response of 48 percent, which is higher than last year’s overall rate of 40 percent.

We are also pleased that our employee satisfaction statement trended slightly more positive than last year with 74 percent of our employees responding positively (and only 7 percent negatively, with the remainder being neutral).

At the highest level, our results describe an organization with a strong performance-driven and team-based culture.

Employee Recognition

As a people first organization, we are dedicated to recognizing employee performance and promoting a culture of recognition.

We are immensely proud to maintain a formal employee recognition program that is 100% developed and maintained in-house.

We approach company culture this way:

recognition is a mindset.

The Distinguished Recognition and Incentive Program, affectionately known as the DRIVE Program, recognizes, rewards, and encourages high-caliber work.

The DRIVE program is comprised of nine distinct award levels, each with its own criteria, workflow, and rewards – some monetary and some non-monetary.

The program is open to all part- and full-time employees around the globe, and awards can be distributed from supervisor to team or team member, individual contributor to supervisor, and from peer to peer.

That flexibility is what we are most proud of—no employee is unable to recognize someone else or be recognized themself.

In 2022, we are pleased that over 2,500 DRIVE awards were conveyed to our employees with monetary awards totaling over $3.8 million.

The Parsons mentoring program allows employees to cultivate skills, seek guidance and share professional experiences.

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Expand networks and enhance career development opportunities

In 2021, Parsons recognized a 12.5% increase over 2020 mentor/mentee parings and increased the number of vice presidents participating in the program by 60% as compared to 2020 participation.

Understanding recognition at all levels is key to management and retention.

We expanded Parsons Distinguished Recognition and Incentive (DRIVE) Program that celebrates employees who go above and beyond their work.

Launched in 2019, the program now has eight different award levels and is designed to reward employees who have made exceptional contributions to a program or project, or who have provided outstanding leadership or support to their teams, our clients, or our company as a whole, and serves to reinforce our commitment to our core values.

Over 4,500 awards were issued to employees in 2021, representing a nearly 33% increase over 2020 and the program continues to grow.

The DRIVE Program is open to all employees at all levels worldwide

The Parsons’ Fellows Program recognizes our top technical experts and promotes innovation in solving our customers’ most difficult technical challenges.

In 2022, Parsons recognized a 24% increase over 2021 mentor/mentee parings.

The average number of vice presidents (VPs) and above in the available mentor pool averages 150, which is an increase of 5% over 2021.

67% of available VP mentors currently mentor one or more employees.

Career Development

Strategic Leadership Program – This program is aimed at bringing new and different perspectives to corporate operations and strategic planning efforts, to communicate how the corporation works across the organization and to provide leadership experience and development opportunities for high potential leaders.

Lead & Engage Program – This program is designed to help managers develop the skills and knowledge required to provide the support, guidance, and coaching Parsons’ employees need to succeed in a work environment that is increasingly more disruptive, distributed, and diverse.

Participants complete a structured curriculum, consisting of a series of learning events, both facilitated and self-study, designed to help managers further their development around a set of critical behaviors necessary to excel in the role as a people manager.

Fellows Program - recognizes our top technical experts and promotes innovation in solving our customers’ most difficult technical challenges.

It is a collaborative network of over forty selected motivated and passionate subject matter experts working to solve technical challenges through either strategic research and development or through the development of long-term technical policies and best practices.

The program defines its success through engagement, mentorship, and retention.

The program defines its success through engagement, mentorship,

and retention.

Every benefit that collaboration among the Fellows offers is expressed by the idea that the individual is brilliant, but a group of brilliant individuals acting as one can be more powerful and enable Parsons to accomplish even more in our quest to deliver a better world.

In addition to the Fellows Program, Parsons has a wealth of training and development opportunities that cover topics such as ethics and integrity, safety, inclusion and diversity, information security, program management, agile methodology and more.

Inclusion Inspires Innovation

Embracing inclusion, diversity and equality in all aspects of our business is fundamental to our corporate culture and vital to our continued growth and success.

Our employees work across 25 countries and collectively speak over 80 languages.

Diversity is one of our core values, and we pursue it in our workforce, our markets, our suppliers, and our services because we recognize that optimum solutions require different backgrounds, new perspectives, and open minds.

We leverage diversity and equality through the inclusion of employees, empowering them to shape the future of the corporation through collaboration and innovation.

In 2017, we launched our Inclusion and Diversity (I&D) Task Force with executive sponsorship from the Board, our CEO, our President and COO, and our Chief Human Resources Officer.

The task force’s objectives are to support the attraction, inclusion, promotion, development, and retention of talent.

In 2021, we changed the name from Inclusion and Diversity to Diversity, Equity, and Inclusion (DEI), adding equity to the name to ensure we also have a focus on the fair treatment of all employees.

The overall DEI Council consists of 44 diverse members serving as committee members, ambassadors and employee business resource group leaders throughout the organization, who demonstrate leadership and infuse their passion for inclusion, equity and diversity into our corporate culture and engage all employees

through ongoing awareness communications and training, activities , and events .

Within the task force, subcommittees support the development and implementation of initiatives identified by the Board , the Executive Leadership Team and employee business resource groups that continue to advance our inclusion and diversity objectives.

The task force has the following subcommittees:

Metrics – Measure the success of inclusion and diversity

Mentoring/Training – Drive improved awareness and engagement

Ambassadors – Bring inclusion and diversity to the local level to create inclusion and diversity awareness

Communications – Promote inclusion and diversity awareness through messaging and celebration

Executive/Intern Diversity – Drive improved diversity at the intern and executive levels

Policy Review – Improve inclusion and diversity through policy change

Social Justice and Equality – Advance social justice and equality inside and outside of Parsons

Military and Veterans Affairs – Attract veterans and cultivate their careers and success

Pride Alliance – Advocate for the LGBTQ+

With recent social justice and equality awakening, we launched seven new Employee Business Resource Groups (EBRG):

Asian American/Pacific Islander;

HOLA-Hispanic Origin and Latino Association;

Middle Eastern/North African;

Parsons Pride Alliance;

and Parsons Women’s Roundtable.

Through our Listen Learn Action campaign launched in 2020, we continue to drive an action plan that holds us accountable to doing more to increase the representation of historically underrepresented groups within our global workforce, and we are committed to taking action and ensuring Parsons is, and remains, an employer of choice.

Technical Career Path - demonstrates two distinct career progressions for technical employees across our organization:

one that follows a management path, the other that can be followed as an individual contributor.

The Technical Career Path coupled with an integrated competency model and Workday tools such as the Opportunity Graph are resources designed to improve the quality of manager-employee career discussions and, ultimately, career movement.

Employee Stock Ownership Plan

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This change was made to facilitate greater flexibility for certain eligible participants to receive their balances in fewer installments and to accelerate the increase in publicly traded float for the Company’s common stock.

In April 2022, the board of directors approved an amendment providing for lump sum distributions to participants and removing the annual installments.

Annual diversification elections and five-year vested termination distributions are not impacted by this amendment and will still occur annually and over installments as outlined in the Plan.

Employee Stock Purchase Plan

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By participating in the ESPP, an eligible employee may purchase Parsons’ shares at a 5% discount from the New York Stock Exchange closing price at the end date for each offering period (June 30 th and December 31 st of each year).

In 2021, the Compensation and Management Development Committee of the Parsons’ Board of Directors approved a special three-month offering period for eligible employees of BlackHorse Solutions and its

eligible subsidiary companies.

During 2022 and 2021, our employees purchased approximately 131,000 and 161,000 shares, respectively, of Parsons’ stock.

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The Board authorized management to execute any agreements providing for the repurchase of the Company’s stock, subject to such conditions, on behalf of the company in such lots, blocks or other amounts, from such persons or entities, from such sources, on the open market, in privately negotiated transactions, or otherwise, on such terms and conditions, from time to time, in accordance with applicable federal and state regulations.

As of December 31, 2021, the company had repurchased 618,533 shares of common stock at an average price per share of $35.06 for a total amount of $21.7 million.

As of December 31, 2022, the company had repurchased 1,193,466 shares of common stock at an average price per share of $36.62 (including commissions calculated at the average price per share) for a total amount of $43.7 million.

Intellectual Property

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Typically, these services do not depend on patent protection.

In accordance with applicable law, our government contracts often provide government agencies certain license rights to our inventions, copyrights, and other intellectual property.

Government agencies may in turn sublicense to other contractors (including our competitors) the right to utilize our intellectual property.

In accordance with applicable law, our government contracts often provide government agencies certain data rights to our intellectual property.

Government agencies may in turn provide to other contractors (including our competitors) the right to utilize our intellectual property.

In addition, in the case of our work as a subcontractor, our prime contractor may also have certain rights to data, information and products we develop under the subcontract.

At the same time, our government contracts often license to us patents, copyrights and other intellectual property owned by third parties.

At the same time, our government contracts often provide to us the right to utilize intellectual property owned by third parties.

Our business is impacted by government procurement, anti-bribery, international trade, environmental, health and safety and other regulations and requirements.

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The services we provide to the U.S.

Government are subject to Federal Acquisition Regulation, or FAR, the Truthful Cost and Pricing Data Act, Cost Accounting Standards, or CAS, the Services Contract Act, the False Claims Act, export controls rules and U.S.

Government are subject to Federal Acquisition Regulation, or FAR, Defense Federal Acquisition Regulation, or DFARS, the Truthful Cost and Pricing Data Act, Cost Accounting Standards, or CAS, the Services Contract Act, the False Claims Act, export controls rules and U.S.

Department of Defense security regulations, as well as government agency policies and many other laws and regulations.

These laws and regulations affect how we transact business with our clients and, in some instances, impose additional costs on our business operations.

A violation of specific laws and regulations

could lead to fines, contract termination or suspension of future contracts.

A violation of specific laws and regulations could lead to fines, contract termination or suspension of future contracts.

Generally, our government clients can also terminate, renegotiate, or modify any of their contracts with us at their convenience, and many of our government contracts are subject to renewal or extension annually.

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Department of Defense issued an interim rule on September 29, 2020 to amend the Defense Federal Acquisition Regulation Supplement (DFARS) to include one new provision and two new contract clauses.

It became effective on November 30, 2020.

We collaborated with other companies to provide feedback following the 60-day public comment period.

In December 2020, the U.S.

Department of Defense identified seven approved pilots of the expected fifteen for fiscal year 2021 that are new Requests for Proposals which will be incorporated into CMMC requirements.

All offerors are expected to undergo appropriate third-party CMMC assessment and achieve certification of Level 3 and below at the time of contract award.

We are currently in compliance and are preparing for future certification and assessments.

In March 2021, the Department conducted an assessment of the program and published “CMMC 2.0” based upon its findings.

CMMC 2.0 simplified the previous program structure and allowed self-assessment of compliance in certain cases.

Self-assessments generally would be allowed if the organization does not handle critical national security information.

All offerors that handle such information are expected to undergo appropriate third-party

CMMC assessment and achieve certification of Level 2 or 3 at the time of contract award.

Parsons is currently DFARS/NIST 800-17 compliant with an associated Supplier Performance Risk System score reported and is working toward CMMC Level 2 certification in 2023 .

Anti-Bribery and other regulations.

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Under the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, and related state laws, certain persons may be liable at sites where or from a release or threatened release of hazardous substances has occurred or is threatened.

These persons can include the current owner or operator of property where a release or threatened release occurred, any persons who owned or operated the property when the release occurred, and any persons who disposed of, or arranged for the

transportation or disposal of, hazardous substances at a contaminated property.

Liability under CERCLA is strict, retroactive and, under certain circumstances, joint and several, so that any responsible party may be held liable for the entire cost of investigating and remediating the release of hazardous substances.

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Liability under RCRA is strict and, under certain circumstances, joint and several, so that any responsible party may be held liable for the entire cost of investigating and remediating the release of hazardous substances.

Violations and liabilities with respect to environmental, health and safety laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource damages, permit modifications or revocations, operational interruptions or shutdowns and other liabilities.

modifications or revocations, operational interruptions or shutdowns and other liabilities.

Additionally, Congress, state legislatures, local governing bodies and federal and state agencies frequently revise environmental laws and regulations, and any changes could result in more stringent or costly requirements for our operations.

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The compliance program, managed by our Chief Ethics and Compliance Counsel and overseen by our Chief Compliance Officer, includes an annual audit of performance with respect to our codes of ethics and business conduct and the adequacy of our compliance program, among other initiatives.

Executive Order 14042 and OSHA Emergency Temporary Standard (ETS).

In September 2021, President Joseph R.

Biden issued Executive Order 14042 requiring federal government contractors to ensure that their employees are vaccinated, subject to certain medical or religious exceptions.

Further, the Occupational Safety and Health Authority published an ETS on vaccination and testing on November 5, 2021 requiring companies with more than 100 employees to ensure that their employees are vaccinated or require unvaccinated employees to get a negative COVID test at least once per week.

However, based upon a decision by the United States Supreme Court staying enforcement of the OSHA ETS, OSHA withdrew the ETS on January 24, 2022.

The enforcement of Executive Order 14042 was preliminarily enjoined by an order of the United States District Court for the Southern District of Georgia.

The preliminary injunction currently remains in effect.

Parsons Corporation is closely following the legal status of Executive Order 14042 and has implemented plans to ensure compliance with both based upon the final legal determinations.

Executive Officers

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Smith serves on the Edison International board of directors, including on the Nominating and Governance and Safety and Operations Committees.

serves on three non-profit company boards, as the Chairwoman of the Professional Services Council, INSA (Intelligence and National Security Alliance) and the USGIF (United States Geospatial Intelligence Foundation) working with government, industry and academia to promote national security, and she is a National Association of Corporate Directors (NACD) Cyber Certified .

Smith received a n honorary doctorate degree from Ohio North ern University, a Master of Science degree in electrical engineering from Syracuse University and a bachelor - of - science in electrical engineering from Ohio Northern University.

She serves on two non-profit company boards, as the Chairwoman of the Professional Services Council and INSA (Intelligence and National Security Alliance) working with government, industry and academia to promote national security, and she is a National Association of Corporate Directors (NACD) Directorship (NCADD.DC) and Cyber Certified.

Smith received an honorary doctorate degree from Ohio Northern University, a Master of Science degree in electrical engineering from Syracuse University and a bachelor-of-science in electrical engineering from Ohio Northern University.

Smith was selected to serve on our board of directors because of the perspective and experience that she brings as our CEO and due to her significant industry and operations experience.

Harrington was appointed Executive Chairman of our board of directors effective July 1, 2021 following his service as Chief Executive Officer and Chairman of the board of directors since 2008 and as President of Parsons Corporation from 2009-20019.

He also previously served as Executive Vice President, Chief Financial Officer and Treasurer and as a founding President of one of our business units.

Harrington also serves on the board of directors of Constellation Energy, where he serves on the corporate governance and nuclear oversight committees;

JBT Corporation, where he serves on the audit committee;

Boswell Company, where he chairs the compensation committee and serves on the audit committee.

Further, he serves on several non-profit boards of directors, including the California Polytechnic State University San Luis Obispo Foundation board of directors.

Harrington received a Bachelor of Science in engineering from California Polytechnic State University and a masters-of-business administration from the University of California, Los Angeles (UCLA) Anderson School of Management.

Harrington was selected to serve on our board of directors because of the perspective and experience he brings as our Executive Chair, as well as his operations and finance industry experience.

Ball was appointed our Chief Financial Officer in May 2008.

Previously, he was Senior Vice President, Financial Systems and Control, of Parsons Corporation from March 2007 to May 2008 and Vice President, Finance, of Parsons Development Company from October 2004 to February 2008.

Since joining us in 1995, he has served in various capacities including Corporate Controller and International Division Manager of the Infrastructure & Technology Group.

Ball has more than 37 years of experience in finance and accounting roles for both public and private companies.

In addition to his responsibilities with us, he serves on the board of directors, executive committee, compensation committee, affiliate transactions committee and chairs the audit committee and the routine transactions committee of Cornerstone Building Brands, Inc.

Ball is also a National Association of Corporate Directors (NACD) Directorship Certified.

Ball is a certified public accountant and holds a Bachelor of Science degree in accounting from Drexel University in Philadelphia, Pennsylvania.

Matthew Ofilos was appointed Chief Financial Officer of Parsons Corporation effective July 25, 2022.

Ofilos previously served as the Parsons’ executive vice president of finance and brings more than twenty years of finance experience and a proven track record of delivering profitable growth and building high-performance finance teams to the role.

As executive vice-president, Mr.

Ofilos led the company’s financial operations, including project controls, financial planning, accounting, treasury, and financial systems.

Prior to joining Parsons in 2021, he led multi-billion-dollar finance organizations, including those for Amazon Web Services (AWS) Worldwide Public Sector and Strategic Industry businesses.

Prior to AWS, he held roles of increasing responsibility at Raytheon, concluding his tenure as CFO for the Space and Command & Control businesses for the Intelligence, Information and Services segment.

Ofilos holds a Master of Business Administration from Boston University and a Bachelor of Science from Babson College.

Kolloway was appointed General Counsel and Corporate Secretary of Parsons Corporation in October 2017 and later became our Chief Legal Officer in January 2019.

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Prior to his tenure at AECOM, Mr.

Kolloway was a partner in the Chicago law firm of Rock, Fusco & Garvey, Ltd and a member of the Federal Trial Bar for the Northern District of Illinois.

Kolloway was a partner in the Chicago law firm of Rock, Fusco & Garvey, Ltd and a member of the Federal Trial Bar for

the Northern District of Illinois.

Kolloway received his Bachelor of Arts degree from St.

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He is a member of the Association of Corporate Counsel and the In-House Mentorship Committee for the Charlotte Chapter.

Susan Balaguer was appointed as Chief Human Resources Officer of Parsons Corporation effective July 16, 2021.

Balaguer is responsible for all aspects of the human resources function, including benefits, recruitment, retention, and the employee lifecycle and employee experience for the company.

Balaguer has over thirty years of extensive experience in global human resources for public and private companies, and over twelve years of experience with public and private mergers and acquisitions, private equity, and large-scale business integrations.

Before joining Parsons in 2021, she served as the Chief Human Resources Officer at Serco North America and Engility.

She also previously served as the senior vice president of HR operations at CACI and, for over twenty years, she held progressive HR leadership positions at Raytheon.

Balaguer is an executive sponsor for the Diversity, Equity and Inclusion Council and sits on the Mid Atlantic Organizational Development Executive Roundtable.

Harrington retired as our Executive Chairman effective April 14, 2022.

Ball retired as our Chief Financial Officer effective September 30, 2022.

He was appointed as a member of the Parsons Corporation Board of Directors effective July 25, 2022.

Available Information

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The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC, including us.

You may also access, free of charge, our reports filed with the SEC (for example, our

Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K and any amendments to those forms) through the “Investors” portion of our website (www.parsons.com).

You may also access, free of charge, our reports filed with the SEC (for example, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K and any amendments to those forms) through the “Investors” portion of our website (www.parsons.com).

Reports filed with or furnished to the SEC will be available as soon as reasonably practicable after they are filed with or furnished to the SEC.

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

What changed 10-K

Item 1. Business